Common use of Standard of Care Clause in Contracts

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and agents assume no obligation and shall not be subject to any liability under the Deposit Agreement or the Receipts to Holders or Beneficial Owners or other persons (except for the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit Agreement), provided, that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, 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 this Receipt, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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). The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability for any action or non action by it in reliance upon the opinion, 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and agents assume no obligation and shall not be subject to any liability under the this Deposit Agreement or the any Receipts to Holders any Holder(s) or Beneficial Owners Owner(s) or other persons (except for the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit Agreement5.8), provided, that the Company and the Depositary and their respective directors, officers, Affiliates, employees and agents agree to perform their respective obligations specifically set forth in the this Deposit Agreement or the applicable ADRs without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, 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 this Receiptthe Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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). In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person. The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect effects of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the this Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability , or for any action or non action by it in reliance upon the opinion, 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and agents assume no obligation and Bank shall not be subject to any liability under the Deposit Agreement or the Receipts to Holders or Beneficial Owners or other persons (except responsible for the Company's and the Depositary's obligations specifically performance of only such duties as are set forth in Section 5.8 of the Deposit Agreement), provided, that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, 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 this Receipt, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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)herein. The Depositary and its agents Bank shall not be liable for any failure claim, liability, loss, damage or expense incurred by the Company arising out of any act or omission by the Bank, except for any such claim, liability, loss, damage or expense arising out of its negligence or willful misconduct. In the event of any loss to carry out any instructions to vote any the Company by reason of the Deposited Securitiesfailure of the Bank to exercise the standard of care in the performance of its duties, the Bank shall be liable to the Company to the extent of the Company's damages, to be determined based on the market value of the Property which is the subject of the loss at the date of discovery of such loss and without reference to any special or consequential damages. The Company shall release, indemnify and hold harmless the Bank and its officers, directors, employees, nominees and agents, from any claim, liability, loss, damage or expense (including attorneys' fees) incurred by the Bank, arising out of any act or omission by the Bank under this Agreement, except for any claim, liability, loss, damage or expense arising out of the Bank's negligence or willful misconduct. The Bank shall be entitled to rely, and may act, on the advice of counsel (who may be counsel for the manner in which any vote is cast (provided that any such action or omission is in good faithCompany) or the effect of any vote. The Depositary on all matters and shall not incur any be without liability for any failure action reasonably taken or omitted pursuant to determine that such advice. The Bank need not maintain any distribution or action may be lawful or reasonably practicable, insurance for the content benefit of the Company. Notwithstanding anything herein to the contrary: (a) The Bank will be under no duty or obligation to inquire into, and shall not be liable for: (i) the legality of any information submitted to it Proper Instruction given by the Company for distribution to Company, the Holders or for any inaccuracy legality of any translation thereof, purchase or sale of any Property or the propriety of the amount for which such Property is purchased or sold; and (ii) the validity of the issuance of any investment risk associated with acquiring an interest Securities purchased or the genuineness of any certificate evidencing Securities purchased. (b) All collections of funds or other property paid or distributed in respect of Securities in the Deposited Securities, for Custody Account shall be made at the validity or worth risk of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary Bank shall not incur any have no liability for any loss occasioned by delay in the actual receipt of notice by the Bank or an Authorized Entity of any payment, redemption or other transaction regarding Securities in the Custody Account in respect of which the Bank has agreed to take action or non action by it in reliance upon the opinion, 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. as provided herein. (c) The Depositary and its agents Bank shall not be liable for any acts action taken in good faith upon Proper Instructions or omissions made by a successor depositary whether in connection with a previous act or omission upon any certified copy of any resolution of the Depositary or in connection with any matter arising wholly after the removal or resignation Board of Directors of the Depositary, provided that Company and may rely on the genuineness of any such documents which it may in connection with the issue out of which such potential liability arises the Depositary performed its obligations without gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation good faith believe to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other personvalidly executed.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and agents assume no obligation and shall not be subject to any liability under the Deposit Agreement or the Receipts to Holders or Beneficial Owners or other persons (except for the Company's and the Depositary's obligations specifically set forth Liabilities. Except as provided in Section 5.8 of the Deposit Agreement), provided, that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, 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 this Receipt, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counselss.5(f) and liabilities be furnished as often as may be required paragraphs (b) and no Custodian shall be under any obligation whatsoever with respect to such proceedings(c) hereof, the responsibility of the Custodian being solely to the Depositary). The Depositary and its agents Chase shall not be liable for any failure to carry costs, expenses, damages, liabilities or claims (including attorneys' and accountants' fees) incurred by Lender, except those costs, expenses, damages, liabilities and claims arising out any instructions to vote any of the Deposited Securitiesbreach of this Agreement by Chase or Chase's negligence, bad faith or for the manner in willful misconduct. Chase shall have no obligation hereunder for: (i) costs, expenses, damages, liabilities or claims (including attorneys' and accountants' fees), which are sustained or incurred by Lender by reason of any vote is cast (provided that any such action or omission is in good faithinaction by any pricing service, any Depository or a Triparty Institution or their respective successors or nominees; and (ii) or the effect of any vote. The Depositary shall not incur any liability for any failure to determine that perform any distribution or action may be lawful or reasonably practicable, for obligation due to any matters beyond the content control of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability for any action or non action by it in reliance upon the opinion, 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwiseChase. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, Chase be liable for any indirect, special, punitive indirect or consequential damages or lost profits or loss of business, arising hereunder or in connection herewith, even if previously informed of the possibility of such damages and regardless of the form of action. Except for any costs or expenses incurred by Chase in performing its obligations pursuant to ss.5(f) paragraphs (b) and (c) hereof, Lender shall indemnify Chase and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including reasonable fees and expenses of counsel, which Chase may sustain or incur or which may be asserted against Chase by reason of or as a result of any action taken or omitted by Chase in connection with operating under this Lending Agreement or enforcing Lender's rights under the Companyapplicable MSLA, Holdersother than those costs, Beneficial Owners expenses, damages, liabilities or claims arising out of the negligence, bad faith or willful misconduct of Chase. The foregoing indemnity shall be a continuing obligation of Lender, its successors and assigns, notwithstanding the termination of any Loans hereunder or of this Lending Agreement. Chase may charge any amounts to which it is entitled hereunder against the Account, and Lender shall be entitled to an accounting of all amounts so charged. Actions taken or omitted in reliance upon Proper Instructions, or upon any information, indenture, stock certificate, power of attorney, assignment, affidavit or other personinstrument reasonably believed by Chase, in good faith, to be genuine or bearing the signature of a person or persons believed, in good faith, to be authorized to sign, countersign or execute the same, shall be conclusively presumed to have been taken or omitted in good faith.

Standard of Care. The Company Bank shall be responsible for the performance of only such duties as are set forth herein or contained in Instructions given to the Bank by Authorized Persons which are not contrary to the provisions of this Agreement. The Bank will use reasonable care with respect to the safekeeping of Securities in the Custody Account. The Bank shall be liable to the Fund for any loss which shall occur as the result of the failure of a subcustodian or an eligible foreign securities depository engaged by such subcustodian to exercise reasonable care with respect to the safekeeping of such Securities and other assets to the same extent that the Bank would be liable to the Fund if the Bank were holding such Securities and other assets in New York. In the event of any loss to the Fund by reason of the failure of the Bank or its subcustodian or an eligible foreign securities depository engaged by such subcustodian to utilize reasonable care, the Bank shall be liable to the Fund to the extent of the Fund's damages, to be determined based on the market value of the property which is the subject of the loss at the date of discovery of such loss and without reference to any special conditions or circumstances. The Bank shall be held to the exercise of reasonable care in carrying out this Agreement but shall be indemnified by, and shall be without liability to, the Fund for any action taken or omitted by the Bank in good faith without negligence. The Bank shall be entitled to rely, and may act, on advice of counsel (who may be counsel for the Fund) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Bank need not maintain any insurance for the benefit of the Fund. However, the Bank represents and warrants that it presently maintains a bankers' blanket bond ("Bond") which provides standard fidelity and non-negligent loss coverage with respect to securities which may be held by the Bank and securities which may be held in the offices of foreign banks and foreign securities depositories which may be utilized by the Bank pursuant to this Agreement. The Bank agrees that if at any time the Bank for any reason discontinues such coverage, it shall immediately notify the Fund in writing. The Bank represents that only the named insured on the Bond, which includes the Bank but not any of the Bank's customers, is directly protected against loss. The Bank represents that while it might resist a claim of one of its customers to recover for a loss not covered by the Bond, as a practical matter, where a claim is brought and loss is possibly covered by the Bond, the Bank would give notice of the claim to its insurer, and the Depositary and their respective directors, officers, Affiliates, employees and agents assume no obligation and shall not be subject insurer would normally determine whether to any liability under defend the Deposit Agreement claim against the Bank or to pay the Receipts to Holders or Beneficial Owners claim on behalf of the Bank. All collections of funds or other persons (except for the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit Agreement), provided, that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement without gross negligence property paid or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding distributed in respect of Securities in the Custody Account shall be made at the risk of the Fund. The Bank shall have no liability for any Deposited loss occasioned by delay in the actual receipt of notice by the Bank or by its subcustodian of any payment, redemption or other transaction regarding Securities or in the Custody Account in respect of this Receipt, which the Bank has agreed to take action as provided in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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)Section 8 hereof. The Depositary and its agents Bank shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability for any action or non action by it in reliance upon the opinion, advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder or any other person believed by it taken in good faith upon Instructions or upon any certified copy of any resolution of the Board and may rely on the genuineness of any such documents which it may in good faith believe to be competent to give such advice or informationvalidly executed. The Depositary and its agents Bank shall not be liable for any acts loss resulting from, or omissions made by a successor depositary whether in connection with a previous act or omission caused by, the direction of the Depositary Fund to maintain custody of any Securities or cash in connection with any matter arising wholly after the removal or resignation of the Depositarya foreign country including, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall but not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shareslimited to, including without limitation, tax consequences losses resulting from the Company (nationalization, expropriation, currency restrictions, acts of war or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) terrorism, insurrection, revolution, nuclear fusion, fission or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliatesradiation, or any acts of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other personGod.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and agents assume no obligation and shall not be subject to any liability under the this Deposit Agreement or the any Receipts to Holders any Holder(s) or Beneficial Owners Owner(s) or other persons (persons, except for the Company's and the Depositary's obligations specifically set forth in accordance with Section 5.8 of the Deposit Agreement)hereof, provided, that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the this Deposit Agreement or the applicable ADRs without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, 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 this Receiptthe Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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). The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect effects of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the this Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability , or for any action or non action by it in reliance upon the opinion, advice of or information from legal counsel, accountants, any person presenting representing 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and its agents assume no obligation and shall not be subject to any liability under the this Deposit Agreement or the Receipts to Holders or Beneficial Owners or other persons (persons, except for that the Company's Company and the Depositary's its agents agree to perform their obligations specifically set forth in Section 5.8 of this Deposit Agreement without negligence or bad faith. The Depositary and its agents assume no obligation and shall not be subject to any liability under this Deposit Agreement or the Deposit Agreement)Receipts to Holders or Beneficial Owners or other persons, provided, except that the Company and the Depositary and their respective its agents agree to perform their respective obligations specifically set forth in the this Deposit Agreement without gross negligence or willful misconductbad faith. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, 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 this Receiptthe Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses expense (including fees and disbursements of counsel) and liabilities 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). The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (or the effect of any vote, provided that any such action or omission is in good faith) or faith and in accordance with the effect terms of any votethis Deposit Agreement. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the this Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability for any action or non action by it in reliance upon the opinion, 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and agents assume no obligation and shall not be subject to any liability under the Deposit Agreement or the Receipts to Holders or Beneficial Owners or other persons (except for the Company's ’s and the Depositary's ’s obligations specifically set forth in Section 5.8 of the Deposit Agreement), provided, that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, 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 this Receipt, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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). The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability for any action or non action by it in reliance upon the opinion, 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person.

Standard of Care. The Company Custodian shall use reasonable care with respect to its obligations and the Depositary and their respective directors, officers, Affiliates, employees and agents assume safekeeping of Company's Financial Assets hereunder. Custodian shall be liable to Company for any loss which shall occur as the result of the failure of a Subcustodian (except that Custodian shall have no obligation and liability for the performance of a Compulsory Depository as defined in section 9(e) hereof) to exercise reasonable care with respect to the safekeeping of Financial Assets where such loss results directly from the failure of a Subcustodian to use reasonable care in the provision of custodial services by it in accordance with the standards prevailing in its local market or from the willful default of such Subcustodian in the provision of custodial services by it. Any liability of the Custodian hereunder shall be limited to the extent set forth in section 7.16 of the Custody Agreement. Custodian shall not be subject to any liability under the Deposit Agreement or the Receipts to Holders or Beneficial Owners or other persons (except responsible for the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit Agreement), provided, that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect insolvency of any Deposited Securities Subcustodian which is not a branch or in respect of this Receipt, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities be furnished as often as may be required (and no Affiliate. Custodian shall be under entitled to rely, and may act, upon the advice of counsel (who may be counsel for Company) on all matters and shall be without liability for any obligation whatsoever with respect action reasonably taken or omitted pursuant to such proceedingsadvice. Without limiting anything else contained in this section, the responsibility of the Custodian being solely to the Depositary). The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any loss which results from: 1) the general risk of investing, or 2) investing or holding Financial Assets in a particular country including, but not limited to, nationalization, expropriation or other governmental actions; regulation of the Deposited Securitiesbanking or securities industry; currency restrictions, devaluations or for fluctuations; and market conditions which prevent the manner in which any vote is cast (provided that any such action orderly execution of securities transactions or omission is in good faith) or affect the effect value of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability for any action or non action by it in reliance upon the opinion, 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other personFinancial Assets.

Standard of Care. The Company Subject to the requirements of applicable law, State Street shall not be liable under this Agreement for any loss or damage, including counsel fees and court costs, whether or not resulting from its acts or omissions to act hereunder or otherwise, unless the Depositary loss or damage arises out of State Street's negligence, willful misconduct, recklessness, bad faith, misfeasance or nonfeasance. Except for any liability, loss, or expense arising from or connected with State Street's negligence, willful misconduct, recklessness, bad faith, misfeasance or nonfeasance, each Fund agrees to reimburse and their respective directorshold State Street harmless from and against any liability, officersloss and expense, Affiliatesincluding reasonable counsel fees, employees expenses and agents assume no obligation court costs, arising in connection with any breach of any representation, covenant or agreement of the Fund contained in this Agreement or any Loan or arising from or connected with claims of any third parties, including any Borrower, from and against all taxes and other governmental charges, and from and against any out-of-pocket or incidental expenses. State Street may charge any amounts to which it is entitled hereunder against the relevant Fund's account. Without limiting the generality of the foregoing, each Fund agrees: (i) that State Street shall not be responsible for any statements, representations or warranties which any Borrower makes in connection with any securities loans hereunder, or for the performance by any Borrower of the terms of a Loan, or any agreement related thereto, and shall not be subject required to any liability ascertain or inquire as to the performance or observance of, or a default under the Deposit terms of, a Loan or any agreement related thereto; (ii) that State Street shall be fully protected in acting in accordance with the oral or written instructions of any person reasonably believed by State Street to be authorized by the Board of Trustees of the Trusts to execute this Agreement or on behalf of the Receipts Funds, as evidenced by a written certificate provided to Holders or Beneficial Owners or other persons State Street by the Funds (except an "Authorized Person"); and (iii) that in the event of a default by a Borrower under a Loan, State Street shall be fully protected in acting in its sole discretion in a manner it deems appropriate. Each Fund acknowledges that in the event that its participation in securities lending generates income for the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit Agreement)Fund, provided, that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, 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 this Receipt, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities be furnished as often as State Street may be required (to withhold tax or may claim such tax from the Fund as is appropriate in accordance with applicable law. State Street, in determining the Market Value of Securities, including without limitation, Collateral, may rely upon any recognized pricing service and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary). The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability for any action or non action by it in reliance upon the opinion, 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 and its agents shall not be liable for any acts or omissions errors made by a successor depositary whether in connection with a previous act such service, unless the choice of such pricing service by State Street amounts to negligence, willful misconduct, recklessness, bad faith, misfeasance or omission nonfeasance on the part of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other personState Street.

Standard of Care. The Company Custodian shall at all times exercise reasonable care and act in good faith in the Depositary performance of its duties hereunder, taking into account the laws, customs, and their respective directorsfacts and circumstances prevailing in the jurisdictions in which the Fund elects to invest; provided, officershowever, Affiliates, employees and agents assume no obligation and that the Custodian shall not be subject liable to the Fund for any liability under the Deposit Agreement or the Receipts to Holders or Beneficial Owners loss, damage, claim, cost, expense or other persons (except liability arising under or in connection with this Agreement unless caused by the Custodian’s own fraud, negligence, bad faith or willful misconduct in the discharge of its duties hereunder. The Custodian shall be responsible for the Company's and the Depositary's obligations specifically performance of only such duties that are expressly set forth in Section 5.8 of this Agreement, as the Deposit Agreement)same are carried out in accordance with what the Custodian reasonably believes to be local market practice or otherwise in accordance with its operating policies and procedures, providedand, that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically except as otherwise expressly set forth in herein with respect to the Deposit Agreement without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees Custodian’s subcustodians or agents, 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 this Receipt, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities be furnished as often as may be required (and have no Custodian shall be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary). The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action acts or omission is in good faith) or the effect of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability for any action or non action by it in reliance upon the opinion, advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder omissions or any other person believed by it in good faith to be competent to give such advice or information. The Depositary and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositaryperson, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliatesthird parties. The Custodian shall use commercially reasonable efforts to inform the Fund promptly in the event that compliance with the Custodian’s own operating policies and procedures has a material, adverse impact on the Custodian’s provision of services hereunder. The Custodian shall not be responsible for the title, validity or genuineness, including good deliverable form, of any property or evidence of themtitle thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or instrument reasonably believed by it to be liable for any indirect, special, punitive genuine and to be signed or consequential damages to otherwise given by the Company, Holders, Beneficial Owners proper party or any other personparties.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and agents (including, without limitation, Agents) assume no obligation and shall not be subject to any liability under the this Deposit Agreement or the any Receipts to Holders any Holder(s) or Beneficial Owners Owner(s) or other persons (except for the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit Agreement5.8), provided, that the Company and the Depositary and their respective directors, officers, Affiliates, employees and agents (including, without limitation, Agents) agree to perform their respective obligations specifically set forth in the this Deposit Agreement or the applicable ADRs without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agentsagents (including, without limitation, Agents), 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 this Receiptthe Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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). In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person. The Depositary and its agents (including, without limitation, Agents) shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect effects of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the this Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability , or for any action or non action by it in reliance upon the opinion, 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 and its agents (including, without limitation, Agents) shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other persondepositary.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and agents assume no obligation and shall not be subject to any liability under the this Deposit Agreement or the any Receipts to Holders any Holder(s) or Beneficial Owners Owner(s) or other persons (persons, except for the Company's and the Depositary's obligations specifically set forth in accordance with Section 5.8 of the Deposit Agreement)hereof, provided, that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the this Deposit Agreement or the applicable ADRs without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, 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 this Receiptthe Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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). The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect effects of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness creditworthiness of any third party, for allowing any rights to lapse upon the terms of the this Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability , or for any action or non action by it in reliance upon the opinion, advice of or information from legal counsel, accountants, any person presenting representing 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and agents assume no obligation and shall not be subject to any liability under the this Deposit Agreement or the any Receipts to Holders any Holder(s) or Beneficial Owners Owner(s) or other persons (except for the Company's ’s and the Depositary's ’s obligations specifically set forth in Section 5.8 of the Deposit Agreement5.8), provided, that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the this Deposit Agreement or the applicable ADRs without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, 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 this Receiptthe Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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). The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is in good faithfaith and in accordance with the terms of the Deposit Agreement) or the effect effects of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the this Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability , or for any action or non action by it in reliance upon the opinion, advice of or information from legal counsel, accountants, any person presenting representing 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and agents assume no obligation and shall not be subject to any liability under the Deposit Agreement or the Receipts to Holders or Beneficial Owners or other persons (except for the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit Agreement), provided, that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, 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 this Receipt, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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). The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability for any action or non action by it in reliance upon the opinion, 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and agents assume no obligation and shall not be subject to any liability under the this Deposit Agreement or the any Receipts to Holders any Holder(s) or Beneficial Owners Owner(s) or other persons (persons, except for the Company's and the Depositary's obligations specifically set forth in accordance with Section 5.8 of the Deposit Agreement)hereof, provided, that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the this Deposit Agreement or the applicable ADRs without gross negligence or willful misconductbad faith. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, 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 this Receiptthe Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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). The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect effects of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the this Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability , or for any action or non action by it in reliance upon the opinion, advice of or information from legal counsel, accountants, any person presenting representing 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct bad faith while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and agents assume no obligation and shall not be subject to any liability under the Deposit Agreement or the Receipts any ADRs to Holders any Holder(s) or Beneficial Owners or other persons (except for the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit AgreementOwner(s), provided, except that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement or the applicable ADRs without gross negligence or willful misconductbad faith. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Property or in respect of this Receiptthe ADSs, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses expense (including fees and disbursements of counsel) and liabilities 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). The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (or the effect of any vote, provided that any such action or omission is in good faith) or faith and without negligence and in accordance with the effect terms of any votethe Deposit Agreement. The Depositary shall not incur any liability for any failure to accurately determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited SecuritiesProperty, for the validity or worth of the Deposited Securities Property or for any tax consequences that may result from the ownership of ADSs, Shares or other Deposited SecuritiesProperty, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or Agreement, for the failure or timeliness of any notice from the Company, or for any action of or failure to act by, or any information provided or not provided by, DTC or any DTC Participant. The None of the Company, the Depositary or the Custodian shall not incur any liability be liable for any action or non action failure to act by it any Holder relating to the Holder’s obligations under any applicable Brazilian law or regulation relating to foreign investment in reliance upon the opinionBrazil in respect of a withdrawal or sale of Deposited Securities, advice of or information from legal counselincluding, accountantswithout limitation, any person presenting Shares for deposit, failure to comply with a requirement to register such investment pursuant to the terms of any Holder applicable Brazilian law or regulation prior to such withdrawal or any other person believed failure to report foreign exchange transactions to the Central Bank, as the case may be. Without limiting the provisions hereof, each Holder will be responsible for the payment and/or reimbursement of any and all taxes effectively paid or incurred by it the Company, the Depositary or the Custodian (including as a result of the execution of any symbolic foreign exchange transaction (operação simbólica de câmbio)) related to or as a result of a deposit of Shares and/or withdrawal or sale of Deposited Property by such Holder. Each Holder will be responsible for the reporting of any false or misleading information, or the failure to report required information, relating to foreign exchange transactions to the Custodian or the Central Bank, as the case may be, in good faith to be competent to give such advice connection with deposits or informationwithdrawals of Deposited Securities. The Depositary and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct bad faith while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive acts or consequential damages omissions made by a predecessor depositary whether in connection with an act or omission of the Depositary or in connection with any matter arising wholly prior to the Companyappointment of the Depositary or after the removal or resignation of the Depositary, Holders, Beneficial Owners provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or any other personbad faith while it acted as Depositary.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and agents assume no obligation and shall not be subject to any liability under the this Deposit Agreement or the any Receipts to Holders any Holder(s) or Beneficial Owners Owner(s) or other persons (except for the Company's ’s and the Depositary's ’s obligations specifically set forth in Section 5.8 of the Deposit Agreement5.8), provided, that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the this Deposit Agreement or the applicable ADRs without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, 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 this Receiptthe Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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). The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect effects of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the this Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability , or for any action or non action by it in reliance upon the opinion, advice of or information from legal counsel, accountants, any person presenting representing 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and agents assume no obligation and shall not be subject to any liability under the this Deposit Agreement or the any Receipts to Holders any Holder(s) or Beneficial Owners Owner(s) or other persons (except for the Company's ’s and the Depositary's ’s obligations specifically set forth in Section 5.8 of the Deposit Agreement5.8), provided, that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the this Deposit Agreement or the applicable ADRs without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, 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 this Receiptthe Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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). In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person. The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect effects of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the this Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability , or for any action or non action by it in reliance upon the opinion, advice of or information from legal counsel, accountants, any person presenting representing 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliatesaffiliates, employees and agents assume no obligation and shall not be subject to any liability under the this Deposit Agreement or the any Receipts to Holders any Holder(s) or Beneficial Owners Owner(s) or other persons (except for the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit Agreement5.8), provided, that the Company and the Depositary and their respective directors, officers, affiliates, employees and agents agree to perform their respective obligations specifically set forth in the this Deposit Agreement or the applicable ADRs without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, 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 this Receiptthe Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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). In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person. The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect effects of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the this Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability , or for any action or non action by it in reliance upon the opinion, 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and agents assume no obligation and shall not be subject to any liability under the this Deposit Agreement or the any Receipts to Holders any Holder(s) or Beneficial Owners Owner(s) or other persons (persons, except for the Company's and the Depositary's obligations specifically set forth in accordance with Section 5.8 of the Deposit Agreement)5.8, provided, that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the this Deposit Agreement or the applicable ADRs without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, 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 this Receiptthe Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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). The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect effects of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness creditworthiness of any third party, for allowing any rights to lapse upon the terms of the this Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability , or for any action or non action by it in reliance upon the opinion, advice of or information from legal counsel, accountants, any person presenting representing 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and agents assume no obligation and shall not be subject to any liability under the this Deposit Agreement or the any Receipts to Holders any Holder(s) or Beneficial Owners Owner(s) or other persons (except for the Company's ’s and the Depositary's ’s obligations specifically set forth in Section 5.8 of the Deposit Agreement5.8), provided, that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the this Deposit Agreement or the applicable ADRs without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, 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 this Receiptthe Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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). In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person. The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect effects of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the this Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability , or for any action or non action by it in reliance upon the opinion, 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and agents assume no obligation and shall not be subject to any liability under the Deposit Agreement or the Receipts this ADR to Holders any Holder(s) or Beneficial Owners or other persons (except for the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit AgreementOwner(s), provided, except that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement or this ADR without gross negligence or willful misconductbad faith. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Property or in respect of this Receiptthe ADSs, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses expense (including fees and disbursements of counsel) and liabilities 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). The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (or the effect of any vote, provided that any such action or omission is in good faith) or faith and without negligence and in accordance with the effect terms of any votethe Deposit Agreement. The Depositary shall not incur any liability for any failure to accurately determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited SecuritiesProperty, for the validity or worth of the Deposited Securities Property or for any tax consequences that may result from the ownership of ADSs, Shares or other Deposited SecuritiesProperty, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or Agreement, for the failure or timeliness of any notice from the Company, or for any action of or failure to act by, or any information provided or not provided by, DTC or any DTC Participant. The None of the Company, the Depositary or the Custodian shall not incur any liability be liable for any action or non action failure to act by it any Holder relating to the Holder’s obligations under any applicable Brazilian law or regulation relating to foreign investment in reliance upon the opinionBrazil in respect of a withdrawal or sale of Deposited Securities, advice of or information from legal counselincluding, accountantswithout limitation, any person presenting Shares for deposit, failure to comply with a requirement to register such investment pursuant to the terms of any Holder applicable Brazilian law or regulation prior to such withdrawal or any other person believed failure to report foreign exchange transactions to the Central Bank, as the case may be. Without limiting the provisions hereof, each Holder will be responsible for the payment and/or reimbursement of any and all taxes effectively paid or incurred by it the Company, the Depositary or the Custodian (including as a result of the execution of any symbolic foreign exchange transaction (operação simbólica de câmbio)) related to or as a result of a deposit of Shares and/or withdrawal or sale of Deposited Property by such Holder. Each Holder will be responsible for the reporting of any false or misleading information, or the failure to report required information, relating to foreign exchange transactions to the Custodian or the Central Bank, as the case may be, in good faith to be competent to give such advice connection with deposits or informationwithdrawals of Deposited Securities. The Depositary and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct bad faith while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive acts or consequential damages omissions made by a predecessor depositary whether in connection with an act or omission of the Depositary or in connection with any matter arising wholly prior to the Companyappointment of the Depositary or after the removal or resignation of the Depositary, Holders, Beneficial Owners provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or any other personbad faith while it acted as Depositary.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and its agents assume no obligation and shall not be subject to any liability under the this Deposit Agreement or the any Receipts to Holders any Holder(s) or Beneficial Owners Owner(s) or other persons (except for the Company's and the Depositary's ’s obligations specifically set forth in Section 5.8 of the Deposit Agreement), provided, that the Company and the Depositary and their respective its agents agree to perform their respective obligations specifically set forth in the this Deposit Agreement or the applicable ADRs without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their its respective controlling persons, directors, officers, Affiliates, employees or agents, 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 this Receiptthe Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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). The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is in good faithfaith and in accordance with the terms of the Deposit Agreement) or the effect of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability for any action or non action by it in reliance upon the opinion, 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other persondamages.

Standard of Care. The Company and Company, the Depositary and their respective directors, officers, Affiliatesemployees, employees agents and agents Affiliates assume no obligation and shall not be subject to any liability under the Deposit Agreement or the Receipts this ADR to Holders any Holder(s) or Beneficial Owners or other persons (except for the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit AgreementOwner(s), provided, except that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement or this ADR without gross negligence or willful misconductbad faith. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, employees, agents, or Affiliates, employees or agents, shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Property or in respect of this Receiptthe ADSs, which in its reasonable opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses expense (including fees and disbursements of counsel) and liabilities 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). The None of the Company, the Depositary and its or any of their respective controlling persons, directors, officers, employees, agents or Affiliates shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (or the effect of any vote, provided that any such action or omission is in good faith) faith and without negligence and in accordance with the terms of the Deposit Agreement. The Company shall not incur any liability for any failure to determine that any distribution or the effect of any voteaction may be lawful or reasonably practicable. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited SecuritiesProperty, for the validity or worth of the Deposited Securities Property or for any tax consequences that may result from the ownership of ADSs, Shares or other Deposited SecuritiesProperty, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or Agreement, for the failure or timeliness of any notice from the Company, or for any action of or failure to act by, or any information provided or not provided by, DTC or any DTC Participant. The Depositary shall not incur any liability for any action or non action by it in reliance upon the opinion, 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct and in good faith while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive acts or consequential damages omissions made by a predecessor depositary whether in connection with an act or omission of the Depositary or in connection with any matter arising wholly prior to the Companyappointment of the Depositary or after the removal or resignation of the Depositary, Holders, Beneficial Owners or any other personprovided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence and in good faith while it acted as Depositary.

Standard of Care. The Company and Company, the Depositary and their respective directors, officers, Affiliatesemployees, employees agents and agents Affiliates assume no obligation and shall not be subject to any liability under the this Deposit Agreement or the Receipts any ADRs to Holders any Holder(s) or Beneficial Owners or other persons (except for the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit AgreementOwner(s), provided, except that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the this Deposit Agreement or the applicable ADRs without gross negligence or willful misconductbad faith. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, employees, agents or Affiliates, employees or agents, shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Property or in respect of this Receiptthe ADSs, which in its reasonable opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses expense (including fees and disbursements of counsel) and liabilities 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). The None of the Company, the Depositary and its or any of their respective controlling persons, directors, officers, employees, agents or Affiliates shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (or the effect of any vote, provided that any such action or omission is in good faith) faith and without negligence and in accordance with the terms of this Deposit Agreement. The Company shall not incur any liability for any failure to determine that any distribution or the effect of any voteaction may be lawful or reasonably practicable. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited SecuritiesProperty, for the validity or worth of the Deposited Securities Property or for any tax consequences that may result from the ownership of ADSs, Shares or other Deposited SecuritiesProperty, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or Agreement, for the failure or timeliness of any notice from the Company, or for any action of or failure to act by, or any information provided or not provided by, DTC or any DTC Participant. The Depositary shall not incur any liability for any action or non action by it in reliance upon the opinion, 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct and in good faith while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive acts or consequential damages omissions made by a predecessor depositary whether in connection with an act or omission of the Depositary or in connection with any matter arising wholly prior to the Companyappointment of the Depositary or after the removal or resignation of the Depositary, Holders, Beneficial Owners or any other personprovided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence and in good faith while it acted as Depositary.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and agents assume no obligation and shall not be subject to any liability under the this Deposit Agreement or the any Receipts to Holders any Holder(s) or Beneficial Owners Owner(s) or other persons (except for the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit Agreement5.8), provided, that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the this Deposit Agreement or the applicable ADRs without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, 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 this Receiptthe Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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). In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person. The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect effects of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the this Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability , or for any action or non action by it in reliance upon the opinion, 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person.

Standard of Care. 11.1 The Company Co-Administrators shall at all times act in good faith and agree to use their best efforts within commercially reasonable limits to ensure the Depositary and their respective directorsaccuracy of all services performed under this Agreement, officers, Affiliates, employees and agents but assume no obligation and shall not be subject responsibility for loss or damage to any liability under the Deposit Agreement Fund unless said errors are caused by the Co-Administrators' willful misfeasance, bad faith or the Receipts to Holders or Beneficial Owners or other persons (except for the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit Agreement), provided, that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth negligence in the Deposit Agreement without gross negligence performance of their duties hereunder, or willful misconduct. by reason of their reckless disregard thereof. 11.2 Each party shall have the duty to mitigate damages for which another party may become responsible. 11.3 Without limitation of in any way limiting the foregoing, neither in the Depositaryevent the Co-Administrators shall provide blue sky services to the Fund, the Co-Administrators shall have no liability for failing to file on a timely basis any material to be provided by the Fund or its designee that the Co-Administrators have not received on a timely basis from the Fund or its designee, nor shall the CompanyCo-Administrators have any responsibility to review the accuracy or adequacy of materials they receive from the Fund or its designee for filing; nor shall the Co-Administrators have any liability for monetary damages for the sale of securities in jurisdictions where Shares are not properly registered, nor any or in jurisdictions where Shares are sold in excess of the lawfully registered amount, unless such failure of proper registration or excess sales is due to the willful misfeasance, bad faith or negligence of the Co-Administrators, or the reckless disregard of their respective controlling persons, directors, officers, Affiliates, employees or agents, 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 this Receipt, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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)duties hereunder. The Depositary and its agents Co-Administrators shall not be liable for any failure errors which result from inaccurate or inadequate information reported to carry out any instructions to vote any of the Deposited Securities, Co-Administrators directly or for indirectly from the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect of any voteFund's transfer agent. The Depositary Co-Administrators shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability for any action or non action by it in reliance upon the opinion, 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide investigate or confirm the Holders and Beneficial Owners with accuracy or adequacy of any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages provided to the CompanyCo-Administrators by the Fund's transfer agent. 11.4 NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, HoldersIN NO EVENT SHALL ANY PARTY, Beneficial Owners or any other personITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, TRUSTEES, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE TO ANY OTHER PARTY FOR CONSEQUENTIAL DAMAGES.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and agents Affiliates assume no obligation and shall not be subject to any liability under the Class A Deposit Agreement or the Receipts this ADR to Holders any Holder(s) or Beneficial Owners or other persons (except for the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit AgreementOwner(s), provided, except that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the Class A Deposit Agreement and this ADR without gross negligence or willful misconductbad faith. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective Affiliates, controlling persons, directors, officers, Affiliates, employees or agents, 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 this Receiptthe ADSs, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses expense (including fees and disbursements of counsel) and liabilities 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). The Depositary and its None of the Depositary, the Company, their respective Affiliates or their agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (or the effect of any vote, provided that any such action or omission is in good faith) or faith and in accordance with the effect terms of any votethe Class A Deposit Agreement. The Neither the Depositary nor the Company shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, practicable for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Class A Deposit Agreement Agreement, for the failure or timeliness of any notice from the Company, or for any action of or failure to act by, or any information provided or not provided by, DTC or any DTC Participant. The Depositary shall not incur any liability, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability for any action or non action by it in reliance upon the opinion, 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliatesaffiliates, employees and agents assume no obligation and shall not be subject to any liability under the this Deposit Agreement or the any Receipts to Holders any Holder(s) or Beneficial Owners Owner(s) or other persons (persons, except for the Company's and the Depositary's obligations specifically set forth in accordance with Section 5.8 of the Deposit Agreement)hereof, provided, that the Company and the Depositary and their respective directors, officers, affiliates, employees and agents agree to perform their respective obligations specifically set forth in the this Deposit Agreement or the applicable ADRs without gross negligence or willful wilful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliatesaffiliates, employees or agents, 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 this Receiptthe Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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). The Depositary and its directors, officers, affiliates, employees and agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect effects of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the this Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability , or for any action or non action by it in reliance upon the opinion, advice of or information from legal counsel, accountants, any person presenting representing 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful wilful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and agents assume no obligation and shall not be subject to any liability under the Deposit Agreement or the Receipts this ADR to Holders any Holder(s) or Beneficial Owners or other persons (except for the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit AgreementOwner(s), provided, except that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement or this ADR without gross negligence or willful misconductbad faith. The Depositary and the Company undertake to perform such duties and only such duties as are specifically set forth in the Deposit Agreement, and no implied covenants and obligations should be read into the Deposit Agreement against the Depositary or the Company or their respective agents. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Property or in respect of this Receiptthe ADSs, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses expense (including fees and disbursements of counsel) and liabilities 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). The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (or the effect of any vote, provided that any such action or omission is in good faith) or faith and in accordance with the effect terms of any votethe Deposit Agreement. The Depositary shall not incur any liability for any failure to accurately determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited SecuritiesProperty, for the validity or worth of the Deposited Securities Property or for any tax consequences that may result from the ownership of ADSs, Shares or other Deposited SecuritiesProperty, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or Agreement, for the failure or timeliness of any notice from the Company, or for the failure of the Company to exchange any Certificate of Payment into Shares, or for any action of or failure to act by, or any information provided or not provided by, DTC or any DTC Participant. The Depositary shall not incur be obligated in any liability for way to monitor or enforce the obligations of the Company, including, without limitation, in respect of any action or non action by it in reliance upon Certificate of Payment, the opinion, advice conversion 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 informationCertificate of Payment into Shares. The Depositary and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct bad faith while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and agents assume no obligation and shall not be subject to any liability under the Deposit Agreement or the Receipts any ADRs to Holders any Holder(s) or Beneficial Owners or other persons (except for the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit AgreementOwner(s), provided, except that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement or the applicable ADRs without gross negligence or willful misconductbad faith. The Depositary and the Company undertake to perform such duties and only such duties as are specifically set forth in the Deposit Agreement, and no implied covenants and obligations should be read into the Deposit Agreement against the Depositary or the Company or their respective agents. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Property or in respect of this Receiptthe ADSs, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses expense (including fees and disbursements of counsel) and liabilities 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). The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (or the effect of any vote, provided that any such action or omission is in good faith) or faith and in accordance with the effect terms of any votethe Deposit Agreement. The Depositary shall not incur any liability for any failure to accurately determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited SecuritiesProperty, for the validity or worth of the Deposited Securities Property or for any tax consequences that may result from the ownership of ADSs, Shares or other Deposited SecuritiesProperty, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or Agreement, for the failure or timeliness of any notice from the Company. , or for the failure of the Company to exchange any Certificate of Payment into Shares, or for any action of or failure to act by, or any information provided or not provided by, DTC or any DTC Participant.. The Depositary shall not incur be obligated in any liability for way to monitor or enforce the obligations of the Company, including, without limitation, in respect of any action or non action by it in reliance upon Certificate of Payment, the opinion, advice conversion 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 informationCertificate of Payment into Shares. The Depositary and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct bad faith while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person.

Standard of Care. The Company In managing, administering, servicing and making collections on the Depositary Receivables, and their respective directors, officers, Affiliates, employees and agents assume no obligation and shall not be subject to any liability in performing its obligations under the Deposit Servicing Agreement or after succeeding as Servicer thereunder, the Receipts Backup Servicer will exercise that degree of skill and care consistent with the same degree of skill and care that the Backup Servicer exercises with respect to Holders or Beneficial Owners or other persons (except for similar motor vehicle loans owned and/or serviced by the Company's Backup Servicer and that is consistent with prudent industry standards, and will apply in the Depositary's obligations specifically set forth in Section 5.8 management, administration, servicing and collection of the Deposit Agreement)Receivables and in the administration and enforcement of the Insurance Policies relating to the Receivables, those standards, policies and procedures consistent with the best standards, policies and procedures the Backup Servicer applies with respect to similar motor vehicle loans owned or serviced by it, and, to the extent not inconsistent with the foregoing, to exercise that degree of skill and care it uses in servicing assets held for its own account; provided, however, that notwithstanding the foregoing, the Backup Servicer shall not, except pursuant to a judicial order from a court of competent jurisdiction, or as otherwise required by applicable law or regulation, release or waive the right to collect the unpaid balance on any Receivable and provided, further, that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement without gross negligence Backup Servicer shall not amend or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor modify any of their respective controlling persons, directors, officers, Affiliates, employees or agents, 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 this Receipt, which in its opinion may involve it in expense or liabilityReceivable, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities be furnished as often as may be required (and no Custodian shall be under any obligation whatsoever a default with respect to such proceedingsReceivable has occurred or is, in the judgment of the Backup Servicer, imminent. In performing its duties and obligations hereunder or under the Servicing Agreement, in the event there is no Servicer managing, administering, servicing or making collections on the Receivables and administering and enforcing the Insurance Policies relating to the Receivables, the responsibility Backup Servicer shall comply with all applicable federal and state laws and regulations, shall maintain all state and federal licenses and franchises necessary for it to perform its servicing responsibilities hereunder and thereunder, and in such event it shall exercise the same degree of skill and care it uses in managing, administering, servicing and making collection on the Receivables and administering and enforcing the Insurance Policies in its capacity as Backup Servicer hereunder, and shall not impair the rights of the Custodian being solely to the Depositary). The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) Trust or the effect of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest Certificateholders in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability for any action or non action by it in reliance upon the opinion, 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other personTrust Property.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and agents assume no obligation and shall not be subject to any liability under the Deposit Agreement or the Receipts any ADRs to Holders any Holder(s) or Beneficial Owners or other persons (except for the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit AgreementOwner(s), provided, except that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement or the applicable ADRs without gross negligence or willful misconductbad faith. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliatescontrolling persons, employees or agents, shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Property or in respect of this Receiptthe ADSs, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses expense (including fees and disbursements of counsel) and liabilities 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). The Neither the Depositary and its agents nor the Company and its directors, officers, controlling persons, employees or agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (or the effect of any vote, provided that any such action or omission is in good faith) or faith and in accordance with the effect terms of any votethe Deposit Agreement. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited SecuritiesProperty, for the validity or worth of the Deposited Securities Property, for the value of any Deposited Property or any distribution thereof, for any interest on Deposited Property, for any tax consequences that may result from the ownership of ADSs, Shares or other Deposited SecuritiesProperty, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or Agreement, for the failure or timeliness of any notice from the Company, or for any action of or failure to act by, or any information provided or not provided by, DTC or any DTC Participant. The Depositary shall not incur any liability for any action or non action by it in reliance upon the opinion, 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct bad faith while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive acts or consequential damages omissions made by a predecessor depositary whether in connection with an act or omission of the Depositary or in connection with any matter arising wholly prior to the Companyappointment of the Depositary or after the removal or resignation of the Depositary, Holders, Beneficial Owners provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or any other personbad faith while it acted as Depositary.

Standard of Care. The Company and Company, the Depositary and their respective directors, officers, Affiliatesemployees, employees agents and agents Affiliates assume no obligation and shall not be subject to any liability under the Deposit Agreement or the Receipts this ADR to Holders any Holder(s) or Beneficial Owners or other persons (except for the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit AgreementOwner(s), provided, except that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement or this ADR without gross negligence or willful misconductbad faith. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, employees, agents or Affiliates, employees or agents, shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Property or in respect of this Receiptthe ADSs, which in its reasonable opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses expense (including fees and disbursements of counsel) and liabilities 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). The None of the Company, the Depositary and its or any of their respective controlling persons, directors, officers, employees, agents or Affiliates shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (or the effect of any vote, provided that any such action or omission is in good faith) or faith and in accordance with the effect terms of any votethe Deposit Agreement. The Neither the Company nor the Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for any investment risk associated with acquiring an interest in the Deposited Property, for the validity or worth of the Deposited Property or for any tax consequences that may result from the ownership of ADSs, Shares or other Deposited Property, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement, for the failure or timeliness of any notice from the Company, or for any action of or failure to act by, or any information provided or not provided by, DTC or any DTC Participant. The Depositary shall not be liable for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability for any action or non action by it in reliance upon the opinion, 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct bad faith while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive acts or consequential damages omissions made by a predecessor depositary whether in connection with an act or omission of the Depositary or in connection with any matter arising wholly prior to the Companyappointment of the Depositary or after the removal or resignation of the Depositary, Holders, Beneficial Owners provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or any other personbad faith while it acted as Depositary.

Standard of Care. The Company In connection with State Street’s performance of its obligations hereunder, the parties hereto agree as follows: (a) State Street shall exercise the same degree of care and diligence in performing all of its obligations hereunder as is required under the Depositary and their respective directorsCustodial Agreement; provided, officershowever, Affiliates, employees and agents assume no obligation and that State Street shall not be subject to any liability under the Deposit Agreement or the Receipts to Holders or Beneficial Owners or other persons (except responsible for the Company's and creation, validity, perfection, priority or enforceability of any security interest in favor of the Depositary's obligations specifically Program Agent on behalf of the Secured Parties of any Pledged Collateral, unless the failure thereof is the result of (i) the breach by State Street of any express representation, warranty, covenant or agreement set forth in Section 5.8 this Agreement, or (ii) the gross negligence, lack of the Deposit Agreement)good faith or willful misconduct of State Street. (b) State Street shall have no responsibilities, provided, that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically or duties other than those expressly set forth in this Agreement and the Deposit Custodial Agreement, and no implied duties, responsibilities or obligations shall be read into this Agreement against State Street; without gross negligence or willful misconduct. Without limitation limiting the generality of the foregoing, neither State Street shall have no duty to preserve, exercise or enforce rights in the Depositaryfinancial assets (against prior parties or otherwise). (c) As between the Borrower and State Street, nor except as expressly stated herein, the Company, nor any rights and liabilities of their respective controlling persons, directors, officers, Affiliates, employees or agents, each to the other shall be governed by the provisions of the Custodial Agreement. Proper Instructions (as defined in the Custodial Agreement) given in accordance with the terms of the Custodial Agreement to State Street hereunder shall also constitute Proper Instructions (as defined in the Custodial Agreement) under the Custodial Agreement. (d) As between State Street and the Program Agent, notwithstanding any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities provision contained herein or in respect of this Receipt, which in its opinion may involve it in expense any other document or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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 instrument to the Depositary). The Depositary and its agents contrary, State Street shall not be liable for any failure action taken or omitted to carry out any instructions to vote any be taken at the instruction of the Deposited SecuritiesProgram Agent, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability for any action taken or non action by it in reliance upon the opinion, 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 omitted to be competent to give such advice or information. The Depositary and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary taken under or in connection with any matter arising wholly after the removal or resignation this Agreement, except for State Street’s own gross negligence, lack of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without gross negligence good faith or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company misconduct. (or any of its subsidiariese) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, State Street be liable for any indirect, special, punitive or consequential damages even if advised of the possibility of such damages. Without limiting the generality of the foregoing, and notwithstanding any provision to the Companycontrary contained herein, HoldersState Street: (i) may in any instance where State Street reasonably determines that it lacks authority to take or refrain from taking certain action, Beneficial Owners or as to the requirements of this Agreement under any circumstance before it, delay or refrain from taking action unless and until it has received appropriate instructions hereunder; provided, however, that under no circumstances shall this clause (i) be construed as requiring the Securities Intermediary to obtain the consent of the Borrower in order to comply with any entitlement order or instruction originated by the Program Agent in accordance with Section 3(e) hereof; (ii) may consult with legal counsel, independent public accountants, or other personexperts selected by it, and shall not be liable for any action taken or omitted to be taken in good faith in accordance with the advice of such experts; (iii) except as expressly set forth in Section 3(c), will have no duty to ascertain or inquire as to the performance or observance by the Borrower of any of the terms, conditions or covenants of this Agreement or to inspect the property, books or records of the Borrower; (iv) except for the representations of State Street set forth in Section 9, will not be responsible for the due execution, legality, validity, enforceability, genuineness, effectiveness or sufficiency of this Agreement; (v) will not incur any liability by acting or not acting in reliance upon any notice, consent, certificate, statement or other instrument or writing reasonably believed by it to be genuine and to be signed or sent by the proper party or parties; (vi) will not incur liability for any notice, consent, certificate, statement, wire instruction, telecopy, or other writing which is delayed, canceled or changed without the actual knowledge of State Street; (vii) shall not be deemed to have or be charged with notice or knowledge of any fact or matter unless a written notice thereof has been received by State Street at the address designated in (or as subsequently designated pursuant to) this Agreement; (viii) shall not be required by any provision of this Agreement to expend or risk State Street’s own funds, or to take any action (including but not limited to the institution or defense of legal proceedings) which in its reasonable judgment could cause it to incur or suffer any significant expense or liability (including but not limited to reasonable attorneys’ fees and disbursements), unless and until security or indemnity in form and amount reasonably satisfactory to State Street shall have been provided therefor; (ix) shall not incur any liability for acts or omissions of any domestic or foreign depository or book-entry system for the central handling of financial assets; and (x) except as expressly set forth herein, shall not be responsible for the title, validity or genuineness of any financial asset carried in the Securities Account.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and agents assume no obligation and shall not be subject to any liability under the Deposit Agreement or the Receipts to Holders or Beneficial Owners or other persons (except for the Company's ’s and the Depositary's ’s obligations specifically set forth in Section 5.8 of the Deposit Agreement), provided, that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, 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 this Receipt, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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). The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability for any action or non action by it in reliance upon the opinion, 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "“Passive Foreign Investment Company" ” (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and its agents assume no obligation and shall not be subject to any liability under this Deposit Agreement or the Receipts to any Holders or Beneficial Owner(s) or other persons, except that the Company and its agents agree to perform their respective obligations specifically set forth in this Deposit Agreement or the applicable Receipts without negligence or bad faith. The Depositary and its agents assume no obligation and shall not be subject to any liability under this Deposit Agreement or the Receipts to Holders or Beneficial Owners or other persons (persons, except for that the Company's Depositary and the Depositary's its agents agree to perform their obligations specifically set forth in Section 5.8 of the Deposit Agreement), provided, that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the this Deposit Agreement without gross negligence or willful misconductbad faith. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, 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 this Receiptthe Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities be furnished as often as may be required (and no the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary). The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (or the effect of any vote, provided that any such action or omission is in good faith) or faith and in accordance with the effect terms of any votethis Deposit Agreement. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the this Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability for any action or non action by it in reliance upon the opinion, 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person.

Standard of Care. The Company and the Depositary and their respective Affiliates, directors, officers, Affiliates, employees and agents assume no obligation and shall not be subject to any liability under the Deposit Agreement or the Receipts any ADRs to Holders any Holder(s) or Beneficial Owners or other persons (except for the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit AgreementOwner(s), provided, except that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement or the applicable ADRs without gross negligence or willful misconductbad faith. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling personsAffiliates, directors, officers, Affiliatescontrolling persons, employees or agents, shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Property or in respect of this Receiptthe ADSs, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses expense (including fees and disbursements of counsel) and liabilities 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). The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (or the effect of any vote, provided that any such action or omission is in good faith) or faith and without negligence and in accordance with the effect terms of any votethe Deposit Agreement. The Depositary shall not incur any liability for any failure to accurately determine that whether any distribution or action may be lawful or reasonably practicable, for any investment risk associated with acquiring an interest in the Deposited Property, for the validity or worth of the Deposited Property, for the value of any Deposited Property or any distribution thereon, for any interest on Deposited Property, for any tax consequences that may result from the ownership of ADSs, Shares or other Deposited Property, for the credit-worthiness of any third party. The Depositary shall not incur any liability for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or Agreement, for the failure or timeliness of any notice from the Company, or for any action of or failure to act by, or any information provided or not provided by, DTC or any DTC Participant. The Depositary shall not incur any liability for any action or non action by it in reliance upon the opinion, 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct bad faith while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person.

Standard of Care. The Company and Neither the Company, nor the Depositary and nor any of their respective directors, officers, Affiliatesemployees, employees and agents assume no or affiliates assumes any obligation and shall not be subject to any liability under the Deposit Agreement or the Receipts any ADRs to Holders any Holder(s) or Beneficial Owners or other persons (except for the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit AgreementOwner(s), provided, except that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement or the applicable ADRs without gross negligence or willful misconductbad faith. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Property or in respect of this Receiptthe ADSs, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses expense (including fees and disbursements of counsel) and liabilities 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). The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (or the effect of any vote, provided that any such action or omission is in good faith) or faith and without negligence and in accordance with the effect terms of any votethe Deposit Agreement. The Depositary shall not incur any liability for any failure to accurately determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited SecuritiesProperty, for the validity or worth of the Deposited Securities Property, for the value of any Deposited Property or any distribution thereon, for any interest on Deposited Property, for any tax consequences that may result from the ownership of ADSs, Shares or other Deposited SecuritiesProperty, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or Agreement, for the failure or timeliness of any notice from the Company, or for any action of or failure to act by, or any information provided or not provided by, DTC or any DTC Participant. The Depositary shall not incur any liability for any action or non action by it in reliance upon the opinion, 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct bad faith while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive acts or consequential damages omissions made by a predecessor depositary whether in connection with an act or omission of the Depositary or in connection with any matter arising wholly prior to the Companyappointment of the Depositary or after the removal or resignation of the Depositary, Holders, Beneficial Owners provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or any other personbad faith while it acted as Depositary.

Standard of Care. The Company In performing its duties and obligations hereunder and in administering and enforcing the Depositary Insurance Policies relating to the Contracts pursuant to this Servicing Agreement, the Servicer will comply with all applicable state and their respective directorsfederal laws and shall service and administer the Contracts by employing such procedures (including collection procedures) and degree of care, officersin each case consistent with prudent industry standards, Affiliatesas are customarily employed by the Servicer in servicing and administering motor vehicle retail installment sales contracts and notes owned or serviced by the Servicer comparable to the Contracts. In performing such duties, employees so long as First Investors Servicing Corporation is the Servicer (i) it shall comply with the Collection Policy, and agents assume (ii) it shall not make any material amendment to such Collection Policy without the prior written consent of the Insurer (provided that no obligation Insurer Default shall have occurred and be continuing) which consent shall not be unreasonably withheld; provided, however, that notwithstanding the foregoing, the Servicer shall not, except pursuant to a judicial order from a court of competent jurisdiction, or as otherwise required by applicable law or regulation, release or waive the right to collect the unpaid balance on any Contract. In performing its duties and obligations hereunder, the Servicer shall comply with all applicable federal and state laws and regulations, shall maintain all state and federal licenses and franchises necessary for it to perform its servicing responsibilities hereunder, and shall not be subject to any liability under impair the Deposit Agreement rights of the Issuer, the Insurer or the Receipts to Holders or Beneficial Owners or other persons (except for the Company's and the Depositary's obligations specifically set forth in Section 5.8 Indenture Trustee on behalf of the Deposit Agreement), provided, that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth Noteholders in the Deposit Agreement without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, 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 this Receipt, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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). The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability for any action or non action by it in reliance upon the opinion, 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other personCollateral.

Standard of Care. The Company Trustee accepts the trusts hereby created and agrees to perform the Depositary same but only upon the terms of this Trust Agreement. To the fullest extent permitted by law, including Section 3806 of the Delaware Statutory Trust Act, the Trustee shall only have the express duties (including fiduciary duties) provided herein and their respective directorsto the extent the express provisions of this Trust Agreement restrict or eliminate such duties (including fiduciary duties) the terms of this Trust Agreement shall prevail. The Trustee shall have no liability to the Depositor or the Beneficiaries under any circumstances except that the Trustee shall be liable (i) for its own willful misconduct or bad faith violation of the implied contractual covenant of good faith and fair dealing, officers(ii) for liabilities that may result from any representation or warranty of the Trustee hereunder being untrue or inaccurate and (iii) for any taxes based on or measured by any fees, Affiliatescommissions or compensation received by the Trustee for acting as trustee or for services rendered in connection with the transactions contemplated hereby. In particular, employees and agents assume no obligation and but not by way of limitation: (i) The Trustee shall not be subject personally liable for any error of judgment made in good faith; (ii) The Trustee shall not be required to take any liability under action that is inconsistent with the Deposit Agreement or purposes of the Receipts to Holders or Beneficial Owners or other persons (except for the Company's and the Depositary's obligations specifically Trust set forth in Section 5.8 1.4; (iii) No provision of this Trust Agreement shall require the Trustee to expend or risk its personal funds, or otherwise incur any financial liability in the performance of its rights or powers hereunder, if the Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (iv) Under no circumstances shall the Trustee be personally liable for any indebtedness or obligation of the Deposit AgreementTrust; (v) The Trustee shall not be liable for the default or misconduct of the Depositor, [insert name of Transfer Agent] (or any successor transfer agent or exchange agent), provided, that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Depository Trust Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees Beneficiary or agents, 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 this Receipt, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees Person and disbursements of counsel) and liabilities 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). The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any act or omission taken at the direction of the Deposited SecuritiesDepositor; (vi) The Trustee shall incur no liability if, by reason of any provision of any present or future law or regulation thereunder, or for by any force majeure event, including but not limited to natural disaster, war or other circumstances beyond its control, the manner in Trustee shall be prevented or forbidden from doing or performing any act or thing which any vote is cast the Terms of this Trust Agreement provide shall or may be done or performed; (provided that any such action or omission is in good faithvii) or In no event whatsoever shall the effect of any vote. The Depositary shall not incur any liability Trustee be liable for any failure to determine that any distribution representation, warranty, covenant, agreement, indebtedness or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth other obligation of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. Trust; (viii) The Depositary shall not incur any liability for any action or non action by it in reliance upon the opinion, 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 and its agents Trustee shall not be liable for any acts action it takes or omissions made by omits to take in good faith reliance on the certification of a successor depositary whether in connection with a previous act Beneficiary, or omission the written instruction of the Depositary or in connection with any matter arising wholly after the removal or resignation Depositor; and (ix) Every provision of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages this Trust Agreement relating to the Company, Holders, Beneficial Owners or any other personTrustee shall be subject to the provisions of this Section 6.4.

Standard of Care. The Company So long as and to the Depositary and their respective directorsextent that it is in the exercise of reasonable care, officers, Affiliates, employees and agents assume no obligation and the Custodian shall not be subject responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any liability under the Deposit Agreement or the Receipts to Holders or Beneficial Owners notice, request, consent, certificate or other persons (except for instrument reasonably believed by it to be genuine and to be signed by the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit Agreement), provided, that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement without gross negligence proper party or willful misconductparties. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, 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 this Receipt, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities be furnished as often as may be required (and no The Custodian shall be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely held to the Depositary). The Depositary exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect of any vote. The Depositary shall not incur any without liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability Trust for any action taken or non action by it in reliance upon the opinion, advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder or any other person believed omitted by it in good faith without negligence. It shall be entitled to rely on and may act upon advice of counsel acceptable to the Trust (who may be competent counsel for the Trust) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to give such advice advice. If the Trust on behalf of a Fund requires the Custodian to take any action with respect to securities, which action involves the payment of money or information. The Depositary and which action may, in the opinion of the Custodian, result in the Custodian or its agents shall not be nominee assigned to the Trust or the Fund being liable for any acts the payment of money or omissions made by a successor depositary whether in connection with a previous act or omission incurring liability of some other form, the Trust on behalf of the Depositary Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. If the Trust requires the Custodian to advance cash or securities for any purpose for the benefit of a Fund or in connection with the event that the Custodian or its nominee shall incur or be assessed any matter arising wholly after the removal taxes, charges, expenses, assessments, claims or resignation of the Depositary, provided that liabilities in connection with the issue out performance of which this Agreement, except such potential liability arises the Depositary performed as may arise from its obligations without gross negligence or its nominees own negligent action, negligent failure to act or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide misconduct, the Holders and Beneficial Owners with any information about Custodian promptly shall notify the tax status Trust of the Company. The Depositary shall not incur existence of any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of such advances, their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code amount and the regulations issued thereunder) or otherwiseFund to which the advance applies. In no event Such advances shall be payable on demand, on the Depositary or any first business day following the Trust's receipt of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any notice of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other personsuch demand.

Standard of Care. The Notwithstanding anything contained herein to the contrary, the Company and the Depositary and their respective directors, officers, Affiliates, employees and agents assume no obligation and shall not be subject to any liability under the this Deposit Agreement or the any Receipts to Holders any Holder(s) or Beneficial Owners Owner(s) or other persons (except for the Company's ’s and the Depositary's ’s obligations specifically set forth in Section 5.8 of the Deposit Agreement5.8), provided, that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the this Deposit Agreement or the applicable ADRs without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, 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 this Receiptthe Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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). The Neither the Depositary nor the Company and its their respective agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect effects of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the this Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability , or for any action or non action by it in reliance upon the opinion, advice of or information from legal counsel, accountants, any person presenting representing 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status None of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or the Custodian shall be liable for any action or failure to act by any Holder relating to the Holder’s obligations under any applicable Brazilian law or regulation relating to foreign investment in Brazil in respect of its directorsa withdrawal or sale of Deposited Securities, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, any failure to comply with a requirement to register such investment pursuant to the terms of any applicable Brazilian law or regulation prior to such withdrawal or any of them, be liable for any indirect, special, punitive or consequential damages failure to report foreign exchange transactions to the CompanyCentral Bank, Holdersas the case may be. Without limiting the provisions hereof, Beneficial Owners each Holder will be responsible for the payment and/or reimbursement of any and all taxes effectively paid or incurred by the Company (including as a result of the execution of any other personsymbolic foreign exchange transaction (operaçao simbólica de câmbio)) related to or as a result of a Deposit of Shares and/or withdrawal or sale of Deposited Securities by such Holder. Each Holder will be responsible for the report of any false information relating to foreign exchange transactions to the Custodian or the Central Bank, as the case may be, in connection with deposits or withdrawals of Deposited Securities.

Standard of Care. The Company and Company, the Depositary and their respective directors, officers, Affiliatesemployees, employees agents and agents Affiliates assume no obligation and shall not be subject to any liability under the Deposit Agreement or the Receipts any ADRs to Holders any Holder(s) or Beneficial Owners or other persons (except for the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit AgreementOwner(s), provided, except that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement or the applicable ADRs without gross negligence or willful misconductbad faith. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, employees, agents or Affiliates, employees or agents, shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Property or in respect of this Receiptthe ADSs, which in its reasonable opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses expense (including fees and disbursements of counsel) and liabilities 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). The None of the Company, the Depositary and its or any of their respective controlling persons, directors, officers, employees, agents or Affiliates shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (or the effect of any vote, provided that any such action or omission is in good faith) or faith and in accordance with the effect terms of any votethe Deposit Agreement. The Neither the Company nor the Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for any investment risk associated with acquiring an interest in the Deposited Property, for the validity or worth of the Deposited Property or for any tax consequences that may result from the ownership of ADSs, Shares or other Deposited Property, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement, for the failure or timeliness of any notice from the Company, or for any action of or failure to act by, or any information provided or not provided by, DTC or any DTC Participant. The Depositary shall not be liable for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability for any action or non action by it in reliance upon the opinion, 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct bad faith while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive acts or consequential damages omissions made by a predecessor depositary whether in connection with an act or omission of the Depositary or in connection with any matter arising wholly prior to the Companyappointment of the Depositary or after the removal or resignation of the Depositary, Holders, Beneficial Owners provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or any other personbad faith while it acted as Depositary.

Standard of Care. The Company and Company, the Depositary and their respective directors, officers, Affiliates, employees and agents Affiliates assume no obligation and shall not be subject to any liability under the Deposit Agreement or the Receipts any ADRs to Holders any Holder(s) or Beneficial Owners or other persons (except for the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit AgreementOwner(s), provided, except that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement or the applicable ADRs without gross negligence or willful misconductbad faith. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective Affiliates, controlling persons, directors, officers, Affiliates, employees or agents, 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 this Receiptthe ADSs, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses expense (including fees and disbursements of counsel) and liabilities 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). The Depositary and its None of the Depositary, the Company, their respective Affiliates or their agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (or the effect of any vote, provided that any such action or omission is in good faith) or faith and in accordance with the effect terms of any votethe Deposit Agreement. The Neither the Depositary nor the Company shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, practicable for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement Agreement, for the failure or timeliness of any notice from the Company, or for any action of or failure to act by, or any information provided or not provided by, DTC or any DTC Participant. The Depositary shall not incur any liability, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability for any action or non action by it in reliance upon the opinion, 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and agents assume no obligation and shall not be subject to any liability under the Deposit Agreement or the Receipts any ADRs to Holders any Holder(s) or Beneficial Owners or other persons (except for the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit AgreementOwner(s), provided, except that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement or the applicable ADRs without gross negligence or willful misconductbad faith. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliatescontrolling persons, employees or agents, shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Property or in respect of this Receiptthe ADSs, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses expense (including fees and disbursements of counsel) and liabilities 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). The Neither the Depositary and its agents nor the Company and its directors, officers, controlling persons, employees or agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (or the effect of any vote, provided that any such action or omission is in good faith) or faith and in accordance with the effect terms of any votethe Deposit Agreement. The Neither the Depositary nor the Company shall not incur any liability for any failure to accurately determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited SecuritiesProperty, for the validity or worth of the Deposited Securities Property, for the value of any Deposited Property or any distribution thereon, for any interest on Deposited Property, for any tax consequences that may result from the ownership of ADSs, Shares or other Deposited SecuritiesProperty, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement Agreement, or for the any action of or failure to act by, or timeliness of any notice from the Company. The Depositary shall information provided or not incur provided by, DTC or any liability DTC Participant, or for any action or non non-action by it in reliance upon the opinion, 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 and its agents shall not incur any liability for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof or for the failure or timeliness of any notice from the Company. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct bad faith while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive acts or consequential damages omissions made by a predecessor depositary whether in connection with an act or omission of the Depositary or in connection with any matter arising wholly prior to the Companyappointment of the Depositary or after the removal or resignation of the Depositary, Holders, Beneficial Owners provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or any other personbad faith while it acted as Depositary.

Standard of Care. The Company Trustee accepts the trusts hereby created and agrees to perform the Depositary same but only upon the terms of this Trust Agreement. To the fullest extent permitted by law, including Section 3806 of the Delaware Statutory Trust Act, the Trustee shall only have the express duties (including fiduciary duties) provided herein and their respective directorsto the extent the express provisions of this Trust Agreement restrict or eliminate such duties (including fiduciary duties) the terms of this Trust Agreement shall prevail. The Trustee shall have no liability to the Depositor or the Beneficiaries under any circumstances except that the Trustee shall be liable (i) for its own willful misconduct or bad faith violation of the implied contractual covenant of good faith and fair dealing, officers(ii) for liabilities that may result from any representation or warranty of the Trustee hereunder being untrue or inaccurate and (iii) for any taxes based on or measured by any fees, Affiliatescommissions or compensation received by the Trustee for acting as trustee or for services rendered in connection with the transactions contemplated hereby. In particular, employees and agents assume no obligation and but not by way of limitation: (i) The Trustee shall not be subject personally liable for any error of judgment made in good faith; (ii) The Trustee shall not be required to take any liability under action that is inconsistent with the Deposit Agreement or purposes of the Receipts to Holders or Beneficial Owners or other persons (except for the Company's and the Depositary's obligations specifically Trust set forth in Section 5.8 1.4; (iii) No provision of this Trust Agreement shall require the Trustee to expend or risk its personal funds, or otherwise incur any financial liability in the performance of its rights or powers hereunder, if the Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (iv) Under no circumstances shall the Trustee be personally liable for any indebtedness or obligation of the Deposit AgreementTrust; (v) The Trustee shall not be liable for the default or misconduct of the Depositor, the Transfer Agent (or any successor transfer agent or exchange agent), provided, that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Depository Trust Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees Beneficiary or agents, 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 this Receipt, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees Person and disbursements of counsel) and liabilities 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). The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any act or omission taken at the direction of the Deposited SecuritiesDepositor; (vi) The Trustee shall incur no liability if, by reason of any provision of any present or future law or regulation thereunder, or for by any force majeure event, including but not limited to natural disaster, war or other circumstances beyond its control, the manner in Trustee shall be prevented or forbidden from doing or performing any act or thing which any vote is cast (provided that any such action the Terms of this Trust Agreement provide shall or omission is in good faith) or the effect of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful done or reasonably practicable, for performed; (vii) In no event whatsoever shall the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability for any action or non action by it in reliance upon the opinion, 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 and its agents shall not Trustee be liable for any acts representation, warranty, covenant, agreement, indebtedness or omissions made by a successor depositary whether in connection with a previous act or omission other obligation of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person.Trust;

Standard of Care. The Company and Notwithstanding any provision contained herein or in any other document or instrument to the Depositary and their respective directorscontrary, neither the Custodian nor any of its officers, Affiliatesemployees or agents shall be liable (i) for following the instructions of the Collateral Agent and (ii) in all other respects, employees and agents assume no obligation and shall for any action taken or not be subject to any liability taken by it (or them) under the Deposit Agreement or the Receipts to Holders or Beneficial Owners or other persons (in connection with this Agreement, except for the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit Agreement), provided, that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement without gross Custodian’s (or their) own negligence or willful misconduct. In no event shall the Custodian be liable for indirect, special or consequential damages of any kind whatsoever (including lost profits and lost business opportunity) even if it is advised of the possibility of such damages and regardless of the form of action in which any such damages may be claimed. Without limitation of limiting the foregoing, neither and notwithstanding any provision to the Depositarycontrary elsewhere, nor the CompanyCustodian, nor any of its affiliates and their respective controlling personsofficers, directors, officersemployees and agents: (a) shall have no responsibilities, Affiliatesobligations or duties other than those expressly set forth in this Agreement, employees and no implied duties, responsibilities or agents, obligations shall be read into this Agreement against the Custodian; without limiting the foregoing, the Custodian shall have no duty to preserve, exercise or enforce rights in the Collateral (against prior parties or otherwise); (b) may in any instance where the Custodian determines that it lacks or is uncertain as to its authority to take or refrain from taking certain action, or as to the requirements of this Agreement under any obligation to appear incircumstance before it, prosecute delay or defend any action, suit refrain from taking action unless and until it has received instructions from the Collateral Agent or advice from legal counsel (or other proceeding appropriate advisor), as the case may be; (c) so long as it and they shall have acted (or refrained from acting) in respect of any Deposited Securities or in respect of this Receiptgood faith, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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). The Depositary and its agents shall not be liable for any failure error of judgment in any action taken, suffered or omitted by, or for any act done or step taken, suffered or omitted by, or for any mistake of fact or law, unless such action constitutes gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable decision) on its (or their) part; (d) may consult with legal counsel selected by it (or other experts for the Collateral Agent or any Grantor), and shall not be liable for any action taken or not taken by it or them in good faith in accordance with the advice of such experts; (e) will not be responsible to carry out any instructions Person for any statement, warranty or representation made by any party other than the Custodian in connection with this Agreement; (f) will have no duty to vote ascertain or inquire as to the performance or observance by any Grantor of any of the Deposited Securitiesterms, conditions or covenants of any security agreement with the Collateral Agent; (g) will not be responsible to any Person for the due execution, legality, validity, enforceability, genuineness, effectiveness or sufficiency of this Agreement (provided, however, that the Custodian warrants below that the Custodian has legal capacity to enter into this Agreement); (h) will not incur any liability by acting or not acting in reliance upon any notice, consent, certificate, statement or other instrument or writing believed by it or them to be genuine and signed or sent by the proper party or parties; (i) will not incur liability for any notice, consent, certificate, statement, wire instruction, telecopy or other writing which is delayed, canceled or changed without the actual knowledge of the Custodian; (j) shall not be deemed to have or be charged with notice or knowledge of any fact or matter unless a written notice thereof has been received by the Custodian at the address and to the person designated in (or as subsequently designated pursuant to) this Agreement; (k) shall not be obligated or required by any provision of this Agreement to expend or risk the Custodian’s own funds, or to take any action (including but not limited to the institution or defense of legal proceedings) which in its or their judgment may cause it or them to incur or suffer any expense or liability; provided, however, if the Custodian elects to take any such action, it shall be entitled to security or indemnity satisfactory to the Custodian for the manner in payment of the costs, expenses (including but not limited to reasonable attorneys’ fees) and liabilities which any vote is cast may be incurred therein or thereby; (provided that any such action or omission is in good faithl) or the effect of any vote. The Depositary shall not incur any liability for acts or omissions of any failure to determine that any distribution domestic or action may be lawful foreign depository or reasonably practicable, book-entry system for the content central handling of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability for any action or non action by it in reliance upon the opinion, advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder Financial Assets or any other person believed by it in good faith to be competent to give such advice domestic or information. The Depositary and its agents foreign custodian or subcustodian; (m) shall not be liable responsible for the title, validity or genuineness of any acts item of Collateral in or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with delivered into 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary Collateral Account; and (n) shall not incur be responsible for, or have any liability for with respect to, any tax consequences that may be incurred by Holders and Beneficial Owners on account of losses due to forces beyond its or their ownership of the American Depositary Sharescontrol, including without limitation, tax consequences resulting from the Company strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or act of God, and interruptions, loss or malfunction of utilities, communications or computer (software or any of its subsidiarieshardware) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other personservices.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and agents assume no obligation and shall not be subject to any liability under the Deposit Agreement or the Receipts to Holders or Beneficial Owners or other persons (except for the Company's ’s and the Depositary's ’s obligations specifically set forth in Section 5.8 of the Deposit Agreement), provided, that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, 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 this Receipt, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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). The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability for any action or non action by it in reliance upon None of the opinionCompany, 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary Custodian is under no any obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company, except as required by applicable law. The None of the Company, the Custodian or the Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and agents assume no obligation and shall not be subject to any liability under the this Deposit Agreement or the any Receipts to Holders any Holder(s) or Beneficial Owners Owner(s) or other persons (persons, except for the Company's and the Depositary's obligations specifically set forth in accordance with Section 5.8 of the Deposit Agreement)hereof, provided, that the Company and the Depositary and their respective directors, officers, Affiliates, employees and agents agree to perform their respective obligations specifically set forth in the this Deposit Agreement or the applicable ADRs without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, 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 this Receiptthe ADSs or the Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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). The Depositary and its directors, officers, Affiliates, employees and agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect effects of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the this Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability , or for any action or non action by it in reliance upon the opinion, advice of or information from legal counsel, accountants, any person presenting representing 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person.

Standard of Care. The In the performance of its responsibilities hereunder, AIM shall exercise care and diligence in the performance of its duties and act in good faith and use its best efforts to ensure the accuracy and completeness of all services under this Agreement. In performing services hereunder, AIM: (a) shall be under no duty to take any action on behalf of the Company and the Depositary and their respective directors, officers, Affiliates, employees and agents assume no obligation and shall not be subject to any liability under the Deposit Agreement or the Receipts to Holders or Beneficial Owners or other persons (Funds except for the Company's and the Depositary's obligations as specifically set forth herein or as may be specifically agreed to by AIM in Section 5.8 writing, and in computing the net asset value per Share of a Fund, AIM may rely upon any information furnished to it including, without limitation, information (1) as to the Deposit Agreementaccrual of liabilities of a Fund and as to liabilities of a Fund not appearing on the books of account kept by AIM, (2) as to the existence, status and proper treatment of reserves, if any, authorized by a Fund, (3) as to the sources of quotations to be used in computing net asset value, (4) as to the fair value to be assigned to any securities or other property for which price quotations are not readily available and (5) as to the sources of information with respect to "corporate actions" affecting portfolio securities of a Fund (information as to "corporate actions" shall include information as to dividends, distributions, interest payments, prepayments, stock splits, stock dividends, rights offerings, conversions, exchanges, recapitalizations, mergers, redemptions, calls, maturity dates and similar actions, including ex-dividend and record dates and the amounts and terms thereof); (b) shall be responsible and liable for all losses, provided, that damages and costs (including reasonable attorneys' fees) incurred by the Company and or any Fund which is due to or caused by AIM's negligence in the Depositary and their respective agents agree performance of its duties under this Agreement or for AIM's negligent failure to perform their respective such duties as are specifically assumed by AIM in this Agreement, provided that, to the extent that duties, obligations specifically and responsibilities are not expressly set forth in the Deposit Agreement without gross negligence or willful misconduct. Without limitation of the foregoingthis Agreement, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, 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 this Receipt, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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). The Depositary and its agents AIM shall not be liable for any failure to carry out any instructions to vote any act or omission that does not constitute willful misfeasance, bad faith or negligence on the part of AIM or reckless disregard by AIM of such duties, obligations and responsibilities; and (c) without limiting the generality of the Deposited Securitiesforegoing, AIM shall not, in connection with AIM's duties under this Agreement, be under any duty or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect of any vote. The Depositary shall not incur any liability for any failure obligation to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability for any action or non action by it in reliance upon the opinion, 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 inquire into and its agents shall not be liable for or in respect of: (1) the validity or invalidity or authority or lack of authority of any Oral or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, if any, and that AIM reasonably believes to be genuine; and (2) delays or errors or loss of data occurring by reason of circumstances beyond AIM's control including, without limitation, acts of civil or omissions made by a successor depositary whether in connection with a previous act military authorities, national emergencies, labor difficulties, fire, mechanical breakdown, denial of access, earthquake, flood or omission catastrophe, acts of God, insurrection, war, riots, or failure of the Depositary mails, transportation, communication or power supply. Notwithstanding any other provisions of this Agreement, the following provisions shall apply with respect to AIM's computation of a Fund's net asset value: AIM shall be held to the exercise of reasonable care in connection with computing and determining net asset value as provided in Section 4(a), above, but shall not be held accountable or liable for any matter losses, damages or expenses of a Fund or any Shareholder or former Shareholder may incur arising wholly after from or based upon errors or delays in the removal determination of such net asset value unless such error 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 gross delay was due to AIM's negligence or willful misconduct while it acted as Depositarymisfeasance in the computation and determination of such net asset value. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences parties hereto acknowledge, however, that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (AIM causing an error or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined delay in the U.S. Internal Revenue Code and the regulations issued thereunder) determination of net asset value may, but does not in an of itself, constitute negligence or otherwisewillful misfeasance. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, AIM be liable for any indirect, special, punitive or consequential damages responsible to the Company, Holders, Beneficial Owners Company or a Fund or any other personparty for any error or delay which continued or was undetected after the date of an audit of the Company or any Fund performed by the certified public accountants employed by the Company if, in the exercise of reasonable care in accordance with generally accepted accounting principles, such accountants should have become aware of such error or delay in the course of performing such audit. AIM's liability for any such negligence or willful misfeasance which results in an error in determination of such net asset value be limited to the direct out-of-pocket loss a Fund and/or any Shareholder or former Shareholder shall actually incur. Without limiting the generality of the foregoing, AIM shall not be held accountable or liable to a Fund, a Shareholder or former Shareholder or any other person for any delays or losses, damages or expenses any of them may suffer or incur resulting from (1) AIM's failure to receive timely and suitable notification concerning quotations, corporate actions or similar matters relating to or affecting portfolio securities of a Fund or (2) any errors in the computation of a net asset value based upon or arising out of quotations or information as to corporate actions if received by AIM from a source that AIM was authorized to rely upon. Nevertheless, AIM will use its best judgment in determining whether to verify through other sources any information that it has received as to quotations or corporate actions if AIM has reason to believe that any such information is incorrect.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and agents assume no obligation and shall not be subject to any liability under the this Deposit Agreement or the any Receipts to Holders any Holder(s) or Beneficial Owners Owner(s) or other persons (except for the Company's ’s and the Depositary's ’s obligations specifically set forth in Section 5.8 of the Deposit Agreement5.8), provided, that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the this Deposit Agreement or the applicable ADRs without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, 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 this Receiptthe Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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). Without prejudice to the Depositary's right and to the Company's right, as the case may be, to indemnification hereunder, in no event shall the Depositary, the Company or any of their respective directors, officers, employees, agents (including, without limitation, the Depositary’s Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company (in the case of the Depositary), the Depositary (in the case of the Company), Holders, Beneficial Owners or any other person. The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect effects of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the this Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability , or for any action or non action by it in reliance upon the opinion, 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and agents assume no obligation and shall not be subject to any liability under the this Deposit Agreement or the any Receipts to Holders any Holder(s) or Beneficial Owners Owner(s) or other persons (except for the Company's ’s and the Depositary's ’s obligations specifically set forth in Section 5.8 of the Deposit Agreement5.8), provided, that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the this Deposit Agreement or the applicable ADRs without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, 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 this Receiptthe Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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). The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect effects of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the this Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability , or for any action or non action by it in reliance upon the opinion, advice of or information from legal counsel, accountants, any person presenting representing 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status None of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or the Custodian shall be liable for any action or failure to act by any Holder relating to the Holder’s obligations under any applicable Brazilian law or regulation relating to foreign investment in Brazil in respect of its directorsa withdrawal or sale of Deposited Securities, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, any failure to comply with a requirement to register such investment pursuant to the terms of any applicable Brazilian law or regulation prior to such withdrawal or any of them, be liable for any indirect, special, punitive or consequential damages failure to report foreign exchange transactions to the CompanyCentral Bank, Holdersas the case may be. Each Holder will be responsible for the report of any false information relating to foreign exchange transactions to the Custodian or the Central Bank, Beneficial Owners as the case may be, in connection with deposits or any other personwithdrawals of Deposited Securities.

Standard of Care. The Company and the Depositary and their respective Affiliates, directors, officers, Affiliates, employees and agents assume no obligation and shall not be subject to any liability under the Deposit Agreement or the Receipts this ADR to Holders any Holder(s) or Beneficial Owners or other persons (except for the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit AgreementOwner(s), provided, except that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement or this ADR without gross negligence or willful misconductbad faith. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling personsAffiliates, directors, officers, Affiliatescontrolling persons, employees or agents, shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Property or in respect of this Receiptthe ADSs, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses expense (including fees and disbursements of counsel) and liabilities 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). The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (or the effect of any vote, provided that any such action or omission is in good faith) or faith and without negligence and in accordance with the effect terms of any votethe Deposit Agreement. The Depositary shall not incur any liability for any failure to accurately determine that whether any distribution or action may be lawful or reasonably practicable, for any investment risk associated with acquiring an interest in the Deposited Property, for the validity or worth of the Deposited Property, for the value of any Deposited Property or any distribution thereon, for any interest on Deposited Property, for any tax consequences that may result from the ownership of ADSs, Shares or other Deposited Property, for the credit-worthiness of any third party. The Depositary shall not incur any liability for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or Agreement, for the failure or timeliness of any notice from the Company, or for any action of or failure to act by, or any information provided or not provided by, DTC or any DTC Participant. The Depositary shall not incur any liability for any action or non action by it in reliance upon the opinion, 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct bad faith while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and agents (including, without limitation, Agents) assume no obligation and shall not be subject to any liability under the this Deposit Agreement or the any Receipts to Holders any Holder(s) or Beneficial Owners Owner(s) or other persons (except for the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit Agreement5.8), provided, that the Company and the Depositary and their respective directors, officers, Affiliates, employees and agents (including, without limitation, Agents) agree to perform their respective obligations specifically set forth in the this Deposit Agreement or the applicable ADRs without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agentsagents (including, without limitation, Agents), 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 this Receiptthe Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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). In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any Special Damages to the Company, Holders, Beneficial Owners or any other person. The Depositary and its agents (including, without limitation, Agents) shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect effects of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the this Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability , or for any action or non action by it in reliance upon the opinion, 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 and its agents (including, without limitation, Agents) shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other persondepositary.

Standard of Care. The Company and Neither the Depositary and their respective Agent nor any of its officers, directors, officers, Affiliatesagents, employees and agents assume no obligation and or representatives shall not be subject liable for any action taken or omitted to be taken by it or any liability of them under the Deposit Agreement or the Receipts to Holders or Beneficial Owners or other persons (in connection with this Agreement, except for the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit Agreement), provided, that the Company and the Depositary and its or their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement without own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, neither the Depositary, nor Agent: (a) may treat the Company, nor payee of any Notes as the holder thereof and as a Bank hereunder until the Agent receives written notice of their respective controlling persons, directors, officers, Affiliates, employees the assignment or agents, transfer thereof signed by such payee and in form satisfactory to the Agent (which notice shall be under any obligation to appear inbinding on all parties hereto); (b) may consult with legal counsel, prosecute or defend any action, suit or independent public accountants and other proceeding in respect of any Deposited Securities or in respect of this Receipt, which in its opinion may involve experts and advisors selected by it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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). The Depositary and its agents shall not be liable for any failure action taken or omitted to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is be taken in good faith) or the effect of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability for any action or non action faith by it in reliance upon accordance with the opinion, advice of or information from legal such counsel, accountants, experts or other advisors; (c) makes no warranty or representation to 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 Bank and its agents shall not be liable responsible to any Bank for any acts statements, warranties or omissions representations made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with this Agreement or for any matter arising wholly after failure or delay in performance by the removal Borrower or resignation any Bank under this Agreement; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the Depositaryterms, provided that in connection with the issue out covenants or conditions of which such potential liability arises the Depositary performed its obligations without gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary this Agreement; (e) shall not incur be responsible to any liability Bank for any tax consequences that may be incurred by Holders and Beneficial Owners on account the due execution, legality, validity, enforceability, perfection, collectability, genuineness, sufficiency or value of their ownership of this Agreement, the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or AffiliatesNotes, or any other instrument or document furnished pursuant thereto or for the accuracy or completeness of them, be liable for any indirect, special, punitive credit or consequential damages other information provided to the CompanyBanks; (f) shall incur no liability under or in respect of this Agreement by acting upon any notice, Holdersconsent, Beneficial Owners certificate or other instrument or writing (which may be by telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall incur no liability for relying upon any matters of fact that might reasonably be expected to be within the knowledge of the Borrower, upon a certificate or other personwriting signed by Borrower, or upon telephone communications with Borrower which are reasonably believed to be true and valid.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and its agents assume no obligation and shall not be subject to any liability under the Deposit Agreement or the Receipts to Holders or Beneficial Owners or other persons (persons, except for that the Company's Company and the Depositary's its agents agree to perform their obligations specifically set forth in Section 5.8 of the Deposit Agreement)Agreement without gross negligence or willful misconduct. The Depositary and its agents assume no obligation and shall not be subject to any liability under the Deposit Agreement or the Receipts to Holders or Beneficial Owners or other persons, provided, except that the Company and the Depositary and their respective its agents agree to perform their respective obligations specifically set forth in the Deposit Agreement without gross negligence or willful misconduct. Without limitation of the foregoing, (a) neither the Depositary, nor the Company, nor any of their respective its controlling persons, directors, officers, Affiliates, employees or agents, 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 this Receiptthe Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses expense (including fees and disbursements of counsel) and liabilities liability be furnished as often as may be required and (b) neither the Depositary nor any of its controlling persons, or agents (and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary), shall be made a party to or 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. The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action act or omission is in good faith) or for the effect of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-credit worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the CompanyCompany or for the failure of the Company to exchange any Certificate of Payment into Shares. The Depositary shall not incur be responsible for any failure to determine that it may be lawful or feasible to make Rights available to Holders in general or to any Holder in particular. The Depositary shall not have any liability for the price received in connection with any sale of securities, the manner or timing thereof or any delay in action or non action by omission to act nor shall it be responsible for any error or delay in reliance upon action, omission to act, default or negligence on the opinion, advice part of the party so retained in connection with any such sale 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 informationproposed sale. The Depositary and its agents shall not be liable for any the acts or omissions made by a successor depositary whether by, or the insolvency of, any securities depository, clearing agency or settlement system in connection with a previous act or omission of the Depositary or 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 gross negligence book-entry settlement of Deposited Securities or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Companyotherwise. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any liability Custodian that is not a branch or affiliate of JPMorgan Chase Bank, N.A. or for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership the failure of the American Company to exchange any Certificate of Payment into Shares. The Depositary Sharesshall not be obligated in any way to monitor or enforce the obligations of the Company, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliatesin respect of any Certificate of Payment, or any the conversion of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other personsuch Certificate of Payment into Shares.

Standard of Care. The Company TransactTools represents and warrants that: (a) the Depositary and their respective directors, officers, Affiliates, employees and agents assume no obligation and shall not Services will be subject to any liability under performed by qualified persons possessing competency consistent with applicable industry standards; (b) the Deposit Agreement or Services will be provided in accordance with the Receipts to Holders or Beneficial Owners or other persons (except for the Company's and the Depositary's obligations specifically terms set forth in Section 5.8 of Exhibit A; (c) TransactTools has full authority to execute and deliver this Agreement and to consummate the Deposit Agreement)transactions contemplated hereby, provided, that the Company and the Depositary and their respective agents agree this Agreement will not violate any other agreement to perform their respective obligations specifically set forth in the Deposit Agreement without gross negligence which TransactTools is or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Companybecomes a party, nor any of their respective controlling personslaw, directors, officers, Affiliates, employees or agents, 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 this Receipt, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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). The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securitiescourt order, or for decree to which TransactTools is subject; (d) the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability for any action or non action by it in reliance upon the opinion, 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 Services to be competent to give such advice or information. The Depositary and its agents shall not be liable for any acts or omissions made by a successor depositary whether rendered in connection with a previous act or omission of the Depositary this Agreement will not violate or in connection with any matter arising wholly after way infringe upon any rights of third parties, including but not limited to any property, contractual, employment, proprietary information, or nondisclosure rights, and any copyrights, patents. trademarks, trade secrets. or other proprietary rights; and (e) there is no action, suit, proceeding. or material claim or investigation pending or threatened against TransactTools in any court, or by or before any Federal, state, municipal, or other governmental department. commission, board, bureau, agency, or instrumentality, domestic or foreign, or before any arbitrator of any kind, which if adversely determined, might adversely affect the removal Services or resignation of Work Product, or restrict TransactTools' ability to consummate the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed transactions contemplated hereby or continue its obligations without gross negligence or willful misconduct while it acted as Depositaryhereunder. The Depositary is under Further TransactTools knows of no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability basis for any tax consequences that may be incurred by Holders such action, suit, claim, investigation, or proceeding. No other representation, express or implied, and Beneficial Owners on account of their ownership of the American Depositary Sharesno warranty or guarantee is included or intended in this Agreement, including without limitationor in any report, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or opinion, deliverable, work product, document otherwise. In Furthermore, no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages guarantee is made as to the Companyefficacy or value of any services performed or scripts or other materials developed. THIS SECTION SETS FORTH THE ONLY WARRANTIES PROVIDED BY TRANSACTTOOLS CONCERNING THE SERVICES AND RELATED WORK PRODUCT. SUCH WARRANTIES ARE MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, HoldersEXPRESS OR IMPLIED, Beneficial Owners or any other personINCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliatesaffiliates, employees and agents assume no obligation and shall not be subject to any liability under the this Deposit Agreement or the any Receipts to Holders any Holder(s) or Beneficial Owners Owner(s) or other persons (persons, except for the Company's and the Depositary's obligations specifically set forth in accordance with Section 5.8 of the Deposit Agreement)hereof, provided, provided that the Company and the Depositary and their respective directors, officers, affiliates, employees and agents agree to perform their respective obligations specifically set forth in the this Deposit Agreement or the applicable ADRs without gross negligence or willful misconductbad faith. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliatesaffiliates, employees or agents, 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 this Receiptthe Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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). The Depositary and its directors, officers, affiliates, employees and agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (or the effect of any vote, provided that any such action or omission is without gross negligence or bad faith and in good accordance with the terms of this Deposit Agreement. Provided that the Depositary acts or omits to act without gross negligence or bad faith) or , the effect of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the this Deposit Agreement or Agreement, for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability , or for any action or non action by it in reliance upon the opinion, advice of or information from legal counsel, accountants, any person presenting representing 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct bad faith while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and agents assume no obligation and shall not be subject to any liability under the this Deposit Agreement or the any Receipts to Holders any Holder(s) or Beneficial Owners Owner(s) or other persons (persons, except for the Company's and the Depositary's obligations specifically set forth in accordance with Section 5.8 of the Deposit Agreement)hereof, provided, provided that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the this Deposit Agreement or the applicable ADRs without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, 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 this Receiptthe Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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). The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect effects of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness creditworthiness of any third party, for allowing any rights to lapse upon the terms of the this Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability , or for any action or non non-action by it in reliance upon the opinion, advice of or information from legal counsel, accountants, any person presenting representing 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person.

Standard of Care. The Company Accounting Agent shall be held only to the exercise of reasonable care in computing and the Depositary and their respective directorsdetermining net asset value as provided in this Agreement, officers, Affiliates, employees and agents assume no obligation and but shall not be subject to any liability under the Deposit Agreement held accountable or the Receipts to Holders or Beneficial Owners or other persons (except for the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit Agreement), provided, that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, 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 this Receipt, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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). The Depositary and its agents shall not be liable for any failure to carry out losses or damages the Fund or any instructions to vote any shareholder or former shareholder of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability for any action or non action by it in reliance upon the opinion, advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder Fund or any other person believed by it may suffer or incur arising from or based upon errors or delays in good faith to be competent to give the determination of such advice or information. The Depositary and its agents shall not be liable for net asset value resulting from any acts or omissions made by a successor depositary whether in connection with a previous act or omission event beyond the reasonable control of the Depositary Accounting Agent unless such error or in connection with any matter arising wholly after delay was due to the removal Accounting Agent's negligence 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 gross negligence reckless or willful misconduct while it acted as Depositaryin determination of such net asset value. (The Depositary is under no obligation to provide parties hereto acknowledge, however, that the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (Accounting Agent's causing an error or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined delay in the U.S. Internal Revenue Code determination of net asset value may, but does not in and the regulations issued thereunderof itself, constitute negligence or reckless or willful misconduct.) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, Accounting Agent be liable for any indirect, special, punitive or consequential damages responsible to the CompanyFund, Holders, Beneficial Owners any present or former shareholder of the Fund or any other personperson for any error or delay which continued or was undetected after the date of an audit performed by the certified public accountants employed by the Fund if, in the exercise of reasonable care in accordance with generally accepted accounting standards, such accountants should have become aware of such error or delay in the course of performing such audit. The Accounting Agent's liability for any such negligence or reckless or willful misconduct which results in an error in determination of such net asset value shall be limited exclusively to the direct, out-of-pocket loss the Fund, shareholder or former shareholder shall actually incur, measured by the difference between the actual and the erroneously computed net asset value, and any expenses the Fund shall incur in connection with correcting the records of the Fund affected by such error (including charges made by the Fund's registrar and transfer agent for making such corrections) or communicating with shareholders or former shareholders of the Fund affected by such error. Without limiting the foregoing, the Accounting Agent shall not be held accountable or liable to the Fund, any shareholder or former shareholder thereof or any other person for any delays or losses, damages or expenses any of them may suffer or incur resulting from (1) the Accounting Agent's failure to receive timely and suitable notification concerning quotations or corporate actions relating to or affecting portfolio securities of the Fund or (2) any errors in the computation of the net asset value based upon or arising out of quotations or information as to corporate actions if received by the Accounting Agent either (i) from a source which the Accounting Agent was authorized pursuant to the third paragraph of this Section to rely upon, (ii) from a source which in the administrator's reasonable judgment was as reliable a source for such quotations or information as the sources authorized pursuant to that third paragraph, or (iii) relevant information known to the Fund or the investment adviser which would impact the calculation of net asset value but which is not communicated by the Fund or the investment adviser to the Accounting Agent. In the event of any error or delay in the determination of such net asset value for which the Accounting Agent may be liable, the Fund and the Accounting Agent will consult and make good faith efforts to reach agreement on what actions should be taken in order to mitigate any loss suffered by the Fund or its present or former shareholders, in order that the Accounting Agent's exposure to liability shall be reduced to the extent possible after taking into account all relevant factors and alternatives. Such actions might include the Fund or the Accounting Agent taking reasonable steps to collect from any shareholder or former shareholder who has received any overpayment upon redemption of shares such overpaid amount or to collect from any shareholder who has underpaid upon a purchase of shares the amount of such underpayment or to reduce the number of shares issued to such shareholder. It is understood that in attempting to reach agreement on the actions to be taken or the amount of the loss which should appropriately be borne by the Accounting Agent, the Fund and the Accounting Agent will consider such relevant factors as the amount of the loss involved, the Fund's desire to avoid loss of shareholder good will, the fact that other persons or entities could have been reasonably expected to have detected the error sooner than the time it was actually discovered, the appropriateness of limiting or eliminating the benefit which shareholders or former shareholders might have obtained by reason of the error, and the possibility that other parties providing services to the Fund might be induced to absorb a portion of the loss incurred.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and agents assume no obligation and shall not be subject to any liability under the this Deposit Agreement or the any Receipts to Holders any Holder(s) or Beneficial Owners Owner(s) or other persons (except for the Company's ’s and the Depositary's ’s obligations specifically set forth in Section 5.8 of the Deposit Agreement5.8), provided, that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the this Deposit Agreement or the applicable ADRs without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, 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 this Receiptthe Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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). In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person. The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect effects of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the this Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability , or for any action or non action by it in reliance upon the opinion, 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and its agents assume no obligation and shall not be subject to any liability under the Deposit Agreement or the Receipts this Receipt to Holders or Beneficial Owners or other persons (persons, except for the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit Agreement), provided, that the Company and the Depositary and their respective its agents agree to perform their respective obligations specifically set forth in the Deposit Agreement without gross negligence or willful misconductbad faith. The Depositary and its agents assume no obligation and shall not be subject to any liability under the Deposit Agreement or this Receipt to Holders or Beneficial Owners or other persons, except that the Depositary and its agents agree to perform their obligations specifically set forth in the Deposit Agreement without negligence or bad faith. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, 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 this Receiptthe Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses expense (including fees and disbursements of counsel) and liabilities 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). The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (or the effect of any vote, provided that any such action or omission is in good faith) or faith and in accordance with the effect terms of any votethe Deposit Agreement. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership tax status of ADSs, Shares or Deposited Securitiesthe Company, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability for any action or non action by it in reliance upon the opinion, 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and agents (including, without limitation, Agents) assume no obligation and shall not be subject to any liability under the this Deposit Agreement or the any Receipts to Holders any Holder(s) or Beneficial Owners Owner(s) or other persons (except for the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit Agreement5.8), provided, that the Company and the Depositary and their respective directors, officers, Affiliates, employees and agents (including, without limitation, Agents) agree to perform their respective obligations specifically set forth in the this Deposit Agreement or the applicable ADRs without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agentsagents (including, without limitation, Agents), 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 this Receiptthe Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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). In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person. The Depositary and its agents (including, without limitation, Agents) shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect effects of any vote. Neither the Depositary, the Custodian nor any of their respective directors, officers, Affiliates, employees and agents (including, without limitation, Agents) shall be under any obligation to inform Holders or Beneficial Owners about the requirements of Swedish law or any changes therein or thereto. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the this Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability , or for any action or non non-action by it in reliance upon the opinion, 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 and its agents (including, without limitation, Agents) shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other persondepositary.

Standard of Care. The Company Lenders acknowledge that they have received and approved copies of the Depositary Loan Documents and their respective directorssuch other information and documents concerning the transactions contemplated and financed hereby as they have requested to receive and/or review. The Agent makes no representations or warranties of any kind or character to the Lenders with respect to the validity, officersenforceability, Affiliatesgenuineness, employees and agents assume no obligation and perfection, value, worth or collectibility hereof or of the Obligations or the other Loan Documents. Neither the Agent nor any director, officer, employee, agent or representative thereof (including any security trustee therefor) shall not in any event be subject liable for any clerical errors or errors in judgment, inadvertence or oversight, or for action taken or omitted to any liability be taken by it or them hereunder or under the Deposit Agreement other Loan Documents or the Receipts to Holders in connection herewith or Beneficial Owners or other persons (therewith except for the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit Agreement), provided, that the Company and the Depositary and its or their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement without own gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, The Agent shall be incur no liability 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 this ReceiptAgreement or the other Loan Documents by acting upon any notice, which certificate, warranty, instruction or statement (oral or written) of anyone (including anyone in its opinion may involve good faith believed by it in expense or liabilityto be authorized to act on behalf of the Borrower), unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities be furnished as often as may be required (and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the responsibility has actual knowledge of the Custodian being solely to the Depositary)untruthfulness of same. The Depositary Agent may execute any of its duties hereunder by or through employees, agents, and its agents attorneys-in-fact and shall not be liable answerable to the Lenders for the default or misconduct of any failure such agents or attorneys-in-fact selected with reasonable care. The Agent shall be entitled to carry out any advice of counsel concerning all matters pertaining to the agencies hereby created and its duties hereunder, and shall incur no liability to anyone and be fully protected in acting upon the advice of such counsel. The Agent shall be entitled to assume that no Default or Event of Default exists unless notified to the contrary by a Lender. The Agent shall in all events be fully protected in acting or failing to act in accord with the instructions to vote any of the Deposited SecuritiesRequired Lenders. Upon the occurrence of an Event of Default hereunder, or for the manner in which any vote is cast (provided that any Agent shall take such action as it shall be directed to take by the Required Lenders but unless and until the Required Lenders have given such direction the Agent shall take or omission is refrain from taking such actions as it deems appropriate and in good faith) or the effect best of any voteinterest of all Lenders. The Depositary Agent shall not incur any liability for any failure in all cases be fully justified in failing or refusing to determine that any distribution or action may act hereunder unless it shall be lawful or reasonably practicable, for the content of any information submitted indemnified to it its satisfaction by the Company for distribution to the Holders or for Lenders against any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any and all liability for any action or non action by it in reliance upon the opinion, 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of expense which such potential liability arises the Depositary performed its obligations without gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account the Agent by reason of their ownership taking or continuing to take any such action. The Agent may treat the owner of any Note as the American Depositary Shares, including without limitation, tax consequences resulting from holder thereof until written notice of transfer shall have been filed with the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined Agent signed by such owner in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages form satisfactory to the Company, Holders, Beneficial Owners Agent. Each Lender acknowledges that it has independently and without reliance on the Agent or any other personLender and based upon such information, investigations and inquiries as it deems appropriate made its own credit analysis and decision to extend credit to the Borrower. It shall be the responsibility of each Lender to keep itself informed as to the creditworthiness of the Borrower and the Agent shall have no liability to any Lender with respect thereto.

Standard of Care. The Company and Company, the Depositary and their respective directors, officers, Affiliatesemployees, employees agents and agents affiliates assume no obligation and shall not be subject to any liability under the Deposit Agreement or the Receipts this ADR to Holders any Holder(s) or Beneficial Owners or other persons (except for the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit AgreementOwner(s), provided, except that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement or this ADR without gross negligence or willful misconductbad faith. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliatesemployees, employees agents or agentsaffiliates, shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Property or in respect of this Receiptthe ADSs, which in its reasonable opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses expense (including fees and disbursements of counsel) and liabilities 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). The Neither the Company nor the Depositary and its their respective controlling persons, directors, officers, employees, agents or affiliates shall not be liable for any failure of the Depositary to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (or the effect of any vote, provided that any such action or omission is in good faith) or faith and in accordance with the effect terms of any votethe Deposit Agreement. The Neither the Depositary nor the Company shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicablepracticable for any investment risk associated with acquiring an interest in the Deposited Property, for the validity or worth of the Deposited Property or for any tax consequences that may result from the ownership of ADSs, Shares or other Deposited Property, for the credit worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement, for the failure or timeliness of any notice from the Company, or for any action of or failure to act by, or any information provided or not provided by, DTC or any DTC Participant. The Depositary shall not be liable for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability for any action or non action by it in reliance upon the opinion, 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct bad faith while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive acts or consequential damages omissions made by a predecessor depositary whether in connection with an act or omission of the Depositary or in connection with any matter arising wholly prior to the Companyappointment of the Depositary or after the removal or resignation of the Depositary, Holders, Beneficial Owners provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or any other personbad faith while it acted as Depositary.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates (including the officers, directors, employees and agents of such Affiliates), employees and agents assume no obligation and shall not be subject to any liability under the this Deposit Agreement or the any Receipts to Holders any Holder(s) or Beneficial Owners Owner(s) or other persons (except for the Company's ’s and the Depositary's ’s obligations specifically set forth in Section 5.8 of the Deposit Agreement5.8), provided, that the Company and the Depositary and their respective directors, officers, Affiliates (including the officers, directors, employees and agents of such Affiliates), employees and agents agree to perform their respective obligations specifically set forth in the this Deposit Agreement and the applicable ADRs without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates (including the officers, directors, employees and agents of such Affiliates), employees or agents, 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 this Receiptthe Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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). In no event shall the Company, the Depositary or any of their directors, officers, employees, agents (including, without limitation, the Depositary’s Agents) and/or Affiliates (including the officers, directors, employees and agents of such Affiliates), or any of them, be liable for any indirect, special, punitive or consequential damages to the Holders or Beneficial Owners or third 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, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect effects of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the this Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability , or for any action or non action by it in reliance upon the opinion, 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and agents (including, without limitation, Agents) assume no obligation and shall not be subject to any liability under the Deposit Agreement or the Receipts to Holders any Holder(s) or Beneficial Owners Owner(s) or other persons (except for the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit Agreement), provided, that the Company and the Depositary and their respective directors, officers, Affiliates, employees and agents (including, without limitation, Agents) agree to perform their respective obligations specifically set forth in the Deposit Agreement or the applicable ADRs without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agentsagents (including, without limitation, Agents), 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 this Receipt, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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). The Depositary and its agents (including, without limitation, Agents) shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect effects of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. In connection with the sale of securities, including, without limitation, Deposited Securities, the Depositary shall not have any liability for the price received in connection with any such sale, the timing thereof or any delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligence on the part of the party so retained in connection with any such sale or proposed sale. The Depositary shall not incur any liability for any action or non action by it in reliance upon the opinion, 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 and its agents (including, without limitation, Agents) shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositarydepositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary is under no obligation, and except to the extent required by law, the Company is under no obligation, to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability, and the Company shall not incur any liability to Holders or Beneficial Owners, for any tax consequences that may be incurred by Holders and and/or Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code of 1986, as amended ((the "Internal Revenue Code")) and the regulations issued thereunder) or otherwise. In no event shall the Company, the Depositary or any of its their respective directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and agents assume no obligation and shall not be subject to any liability under the this Deposit Agreement or the any Receipts to Holders any Holder(s) or Beneficial Owners Owner(s) or other persons (persons, except for the Company's and the Depositary's obligations specifically set forth in accordance with Section 5.8 of the Deposit Agreement)hereof, provided, that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the this Deposit Agreement or the applicable ADRs without gross negligence negligence, wilful misconduct or willful misconductbad faith. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, 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 this Receiptthe Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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). The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect effects of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the this Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability , or for any action or non action by it in reliance upon the opinion, advice of or information from legal counsel, accountants, any person presenting representing 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence negligence, wilful misconduct or willful misconduct bad faith while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and its agents assume no obligation and shall not be subject to any liability under the this Deposit Agreement or the Receipts to Holders or Beneficial Owners or other persons (persons, except for that the Company's Company and the Depositary's its agents agree to perform their obligations specifically set forth in Section 5.8 of this Deposit Agreement without negligence or bad faith. The Depositary and its agents assume no obligation and shall not be subject to any liability under this Deposit Agreement or the Deposit Agreement)Receipts to Holders or Beneficial Owners or other persons, provided, except that the Company and the Depositary and their respective its agents agree to perform their respective obligations specifically set forth in the this Deposit Agreement without gross negligence or willful misconductbad faith. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, 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 this Receiptthe Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses expense (including fees and disbursements of counsel) and liabilities 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). The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (or the effect of any vote, provided that any such action or omission is in good faith) or faith and in accordance with the effect terms of any votethis Deposit Agreement. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership tax status of ADSs, Shares or Deposited Securitiesthe Company, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the this Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability for any action or non action by it in reliance upon the opinion, 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and agents assume no obligation and shall not be subject to any liability under the Deposit Agreement or the Receipts to Holders or Beneficial Owners or other persons (except for the Company's ’s and the Depositary's ’s obligations specifically set forth in Section 5.8 of the Deposit Agreement), provided, that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, 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 this Receipt, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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). The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability for any action or non non-action by it in reliance upon the opinion, 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "“Passive Foreign Investment Company" ” (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and agents (including, without limitation, Agents) assume no obligation and shall not be subject to any liability under the Deposit Agreement or the Receipts to Holders any Holder(s) or Beneficial Owners Owner(s) or other persons (except for the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit Agreement), provided, that the Company and the Depositary and their respective directors, officers, Affiliates, employees and agents (including, without limitation, Agents) agree to perform their respective obligations specifically set forth in the Deposit Agreement or the applicable ADRs without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agentsagents (including, without limitation, Agents), 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 this Receipt, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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). The Depositary and its agents (including, without limitation, Agents) shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect effects of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. In connection with the sale of securities, including, without limitation, Deposited Securities, the Depositary shall not have any liability for the price received in connection with any such sale, the timing thereof or any delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligence on the part of the party so retained in connection with any such sale or proposed sale. The Depositary shall not incur any liability for any action or non action by it in reliance upon the opinion, 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 and its agents (including, without limitation, Agents) shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositarydepositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code of 1986, as amended and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person.

Standard of Care. The Company and Company, the Depositary and their respective directors, officers, Affiliatesemployees, employees agents and agents Affiliates assume no obligation and shall not be subject to any liability under the Deposit Agreement or the Receipts this ADR to Holders any Holder(s) or Beneficial Owners or other persons (except for the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit AgreementOwner(s), provided, except that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement or this ADR without gross negligence or willful misconductbad faith. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, employees, agents or Affiliates, employees or agents, shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Property or in respect of this Receiptthe ADSs, which in its reasonable opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses expense (including fees and disbursements of counsel) and liabilities 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). The None of the Company, the Depositary and its or any of their respective controlling persons, directors, officers, employees, agents or Affiliates shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (or the effect of any vote, provided that any such action or omission is in good faith) faith and without negligence and in accordance with the terms of the Deposit Agreement. The Company shall not incur any liability for any failure to determine that any distribution or the effect of any voteaction may be lawful or reasonably practicable. The Depositary shall not incur any liability for any failure to accurately determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited SecuritiesProperty, for the validity or worth of the Deposited Securities Property or for any tax consequences that may result from the ownership of ADSs, Shares or other Deposited SecuritiesProperty, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or Agreement, for the failure or timeliness of any notice from the Company, or for any action of or failure to act by, or any information provided or not provided by, DTC or any DTC Participant. The Depositary shall not incur any liability for any action or non action by it in reliance upon the opinion, 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct bad faith while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive acts or consequential damages omissions made by a predecessor depositary whether in connection with an act or omission of the Depositary or in connection with any matter arising wholly prior to the Companyappointment of the Depositary or after the removal or resignation of the Depositary, Holders, Beneficial Owners or any other personprovided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence and in good faith while it acted as Depositary.

Standard of Care. The Neither the Depositary, nor the Company and the Depositary and nor any of their respective directors, officers, Affiliatesemployees, employees and agents assume no or Affiliates assumes any obligation and shall not be subject to any liability under the Deposit Agreement or the Receipts any ADRs to Holders any Holder(s) or Beneficial Owners or other persons (except for the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit AgreementOwner(s), provided, except that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement or the applicable ADRs without gross negligence or willful misconductbad faith. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Property or in respect of this Receiptthe ADSs, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses expense (including fees and disbursements of counsel) and liabilities 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). The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (or the effect of any vote, provided that any such action or omission is in good faith) or faith and without negligence and in accordance with the effect terms of any votethe Deposit Agreement. The Depositary shall not incur any liability for any failure to accurately determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited SecuritiesProperty, for the validity or worth of the Deposited Securities Property , for the value of any Deposited Property or any distribution thereon, for any interest on Deposited Property, for any tax consequences that may result from the ownership of ADSs, Shares or other Deposited SecuritiesProperty, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or Agreement, for the failure or timeliness of any notice from the Company, or for any action of or failure to act by, or any information provided or not provided by, DTC or any DTC Participant. The Depositary shall not incur any liability for any action or non action by it in reliance upon the opinion, 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct bad faith while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive acts or consequential damages omissions made by a predecessor depositary whether in connection with an act or omission of the Depositary or in connection with any matter arising wholly prior to the Companyappointment of the Depositary or after the removal or resignation of the Depositary, Holders, Beneficial Owners provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or any other personbad faith while it acted as Depositary.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and agents (including, without limitation, Agents) assume no obligation and shall not be subject to any liability under the this Deposit Agreement or the any Receipts to Holders any Holder(s) or Beneficial Owners Owner(s) or other persons (except for the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit Agreement5.8), provided, that the Company and the Depositary and their respective directors, officers, Affiliates, employees and agents (including, without limitation, Agents) agree to perform their respective obligations specifically set forth in the this Deposit Agreement or the applicable ADRs without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agentsagents (including, without limitation, Agents), 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 this Receiptthe Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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). In no event shall the Company, the Depositary or any of their respective directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person. The Depositary and its agents (including, without limitation, Agents) shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect effects of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the this Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability , or for any action or non action by it in reliance upon the opinion, 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 and its agents (including, without limitation, Agents) shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other persondepositary.

Standard of Care. The Company Accounting Agent shall be held only to the exercise of reasonable care in computing and the Depositary and their respective directorsdetermining net asset value as provided in this Agreement, officers, Affiliates, employees and agents assume no obligation and but shall not be subject to any liability under the Deposit Agreement held accountable or the Receipts to Holders or Beneficial Owners or other persons (except for the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit Agreement), provided, that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, 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 this Receipt, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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). The Depositary and its agents shall not be liable for any failure to carry out losses or damages the Fund or any instructions to vote any shareholder or former shareholder of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability for any action or non action by it in reliance upon the opinion, advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder Fund or any other person believed by it may suffer or incur arising from or based upon errors or delays in good faith to be competent to give the determination of such advice or information. The Depositary and its agents shall not be liable for net asset value resulting from any acts or omissions made by a successor depositary whether in connection with a previous act or omission event beyond the reasonable control of the Depositary Accounting Agent unless such error or in connection with any matter arising wholly after delay was due to the removal Accounting Agent's negligence 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 gross negligence reckless or willful misconduct while it acted as Depositaryin determination of such net asset value. (The Depositary is under no obligation to provide parties hereto acknowledge, however, that the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (Accounting Agent's causing an error or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined delay in the U.S. Internal Revenue Code determination of net asset value may, but does not in and the regulations issued thereunderof itself, constitute negligence or reckless or willful misconduct.) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, Accounting Agent be liable for any indirect, special, punitive or consequential damages responsible to the CompanyFund, Holders, Beneficial Owners any present or former shareholder of the Fund or any other personperson for any error or delay which continued or was undetected after the date of an audit performed by the certified public accountants employed by the Fund if, in the exercise of reasonable care in accordance with generally accepted accounting standards, such accountants should have become aware of such error or delay in the course of performing such audit. The Accounting Agent's liability for any such negligence or reckless or willful misconduct which results in an error in determination of such net asset value shall be limited exclusively to the direct, out-of-pocket loss the Fund, shareholder or former shareholder shall actually incur, measured by the difference between the actual and the erroneously computed net asset value, and any expenses the Fund shall incur in connection with correcting the records of the Fund affected by such error (including charges made by the Fund's registrar and transfer agent for making such corrections) or communicating with shareholders or former shareholders of the Fund affected by such error. Without limiting the foregoing, the Accounting Agent shall not be held accountable or liable to the Fund, any shareholder or former shareholder thereof or any other person for any delays or losses, damages or expenses any of them may suffer or incur resulting from (1) the Accounting Agent's failure to receive timely and suitable notification concerning quotations or corporate actions relating to or affecting portfolio securities of the Fund or (2) any errors in the computation of the net asset value based upon or arising out of quotations or information as to corporate actions if received by the Accounting Agent either (i) from a source which the Accounting Agent was authorized pursuant to the third paragraph of this Section to rely upon, (ii) from a source which in the Administrator's reasonable judgment was as reliable a source for such quotations or information as the sources authorized pursuant to that third paragraph, or (iii) relevant information known to the Fund or the Investment Adviser which would impact the calculation of net asset value but which is not communicated by the Fund or the investment adviser to the Accounting Agent. In the event of any error or delay in the determination of such net asset value for which the Accounting Agent may be liable, the Fund and the Accounting Agent will consult and make good faith efforts to reach agreement on what actions should be taken in order to mitigate any loss suffered by the Fund or its present or former shareholders, in order that the Accounting Agent's exposure to liability shall be reduced to the extent possible after taking into account all relevant factors and alternatives. Such actions might include the Fund or the Accounting Agent taking reasonable steps to collect from any shareholder or former shareholder who has received any overpayment upon redemption of shares such overpaid amount or to collect from any shareholder who has underpaid upon a purchase of shares the amount of such underpayment or to reduce the number of shares issued to such shareholder. It is understood that in attempting to reach agreement on the actions to be taken or the amount of the loss which should appropriately be borne by the Accounting Agent, the Fund and the Accounting Agent will consider such relevant factors as the amount of the loss involved, the Fund's desire to avoid loss of shareholder good will, the fact that other persons or entities could have been reasonably expected to have detected the error sooner than the time it was actually discovered, the appropriateness of limiting or eliminating the benefit which shareholders or former shareholders might have obtained by reason of the error, and the possibility that other parties providing services to the Fund might be induced to absorb a portion of the loss incurred.

Standard of Care. The Company Indemnification. --------------------------------- (a) It is expressly understood and the Depositary agreed that in exercising its rights and their respective directors, officers, Affiliates, employees and agents assume no obligation and shall not be subject to any liability under the Deposit Agreement or the Receipts to Holders or Beneficial Owners or other persons (except for the Company's and the Depositary's performing its obligations specifically set forth in Section 5.8 of the Deposit Agreement), provided, that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, 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 this Receipt, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities be furnished as often as may be required (and no Custodian shall be under any obligation whatsoever with respect to such proceedingshereunder, the responsibility of the Custodian being solely Bank owes no fiduciary duty to the Depositary)Lender. The Depositary and its agents Bank shall not be liable for any failure to carry costs, expenses, damages, liabilities or claims (including attorneys and accountants fees) incurred by the Lender, except those costs, expenses, damages, liabilities or claims arising out any instructions to vote any of the Deposited SecuritiesBank's negligence, willful misconduct, bad faith, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect reckless disregard of any voteits obligations and duties hereunder. The Depositary Bank shall not incur any liability have no obligation hereunder for any failure to determine that any distribution costs, expenses, damages, liabilities or action may be lawful claims (including reasonable attorneys and accountants fees), which are sustained or reasonably practicable, for the content incurred by reason of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability for any action or non action inaction by it in reliance upon the opinion, advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder Book-Entry System or any other person believed by it in good faith to be competent to give such advice Depository or information. The Depositary and its agents shall not be liable for any acts their respective successors or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwisenominees. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, Bank be liable for any indirect, special, punitive or consequential damages damages, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages. (b) The Lender agrees to indemnify the CompanyBank and to hold it harmless from and against any and all costs, Holdersexpenses, Beneficial Owners damages, liabilities or claims, including reasonable fees and expenses of counsel, which the Bank may sustain or incur or which may be asserted against the Bank by reason of or as a result of any action taken or omitted by the Bank in connection with or arising out of the Bank's operating under and in compliance with this Agreement, except those costs, expenses, damages, liabilities or claims arising out of the Bank's negligence, bad faith, willful misconduct, or reckless disregard of its obligations and duties hereunder. The foregoing indemnity shall be a continuing obligation of the Lender, its successors and assigns, notwithstanding the termination of any loans hereunder or of this Agreement. Actions taken or omitted in reasonable reliance upon Oral or Written Instructions, any Certificate, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other personinstrument reasonably believed by the Bank to be genuine or bearing the signature of a person or persons reasonably believed by the Bank to be genuine or bearing the signature of a person or persons reasonably believed to be authorized to sign, countersign or execute the same, shall be presumed to have been taken or omitted in good faith.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and agents assume no obligation and shall not be subject to any liability under the Deposit Agreement or the Receipts to Holders or Beneficial Owners or other persons (except for the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit Agreement), provided, that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, 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 this Receipt, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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). The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability for any action or non action by it in reliance upon the opinion, 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Neither the Depositary nor the Company shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliatesaffiliates, employees and agents assume no obligation and shall not be subject to any liability under the Deposit Agreement or the Receipts this ADR to Holders any Holder(s) or Beneficial Owners Owner(s) or other persons (persons, except for the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit Agreement), provided, that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement and this ADR without gross negligence or willful misconductbad faith. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective Affiliates, controlling persons, directors, officers, Affiliates, employees or agents, 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 this Receiptthe ADSs, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses expense (including fees and disbursements of counsel) and liabilities 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). The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (or the effect of any vote, provided that any such action or omission is in good faith) or faith and in accordance with the effect terms of any votethe Deposit Agreement. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability for any action or non action by it in reliance upon the opinion, 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct bad faith while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person.

Standard of Care. The Company and Company, the Depositary and their respective directors, officers, Affiliates, employees and agents assume no obligation and shall not be subject to any liability under the this Deposit Agreement or the Receipts any ADRs to Holders any Holder(s) or Beneficial Owners or other persons (Owner(s), except for that the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit Agreement), provided, that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the this Deposit Agreement or the applicable ADRs without gross negligence or willful misconductbad faith. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliatesemployees, employees agents or agents, Affiliates 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 this Receiptthe ADSs, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses expense (including fees and disbursements of counsel) and liabilities 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). The Neither the Depositary and its agents nor the Company shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect of any vote. The Depositary shall not incur any liability , or for any failure to determine that any distribution or action may be lawful or reasonably practicable, provided that any such action, omission or determination is in good faith and in accordance with the terms of this Deposit Agreement. Neither the Depositary nor the Company shall incur any liability for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities or for the credit-worthiness of any third party. The Depositary shall not incur any liability for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the this Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur No waiver of any liability for any action or non action by it in reliance upon the opinion, advice rights 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is Beneficial Owner under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwisesecurities laws is intended by any provision of this paragraph. In no event shall the Depositary or any of its directorsaddition, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages notwithstanding anything in this paragraph to the Companycontrary, Holders, Beneficial Owners or any other personno provision in this paragraph shall prevent either party from pursuing its rights to indemnification pursuant to Section 5.8 of this Deposit Agreement.

Standard of Care. The Company and the Depositary and their respective Affiliates, directors, officers, Affiliates, employees and agents assume no obligation and shall not be subject to any liability under the Deposit Agreement or the Receipts any ADRs to Holders any Holder(s) or Beneficial Owners or other persons (except for the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit AgreementOwner(s), provided, except that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement or the applicable ADRs without gross negligence or willful misconductbad faith. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling personsAffiliates, directors, officers, Affiliatescontrolling persons, employees or agents, shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Property or in respect of this Receiptthe ADSs, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses expense (including fees and disbursements of counsel) and liabilities 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). The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (or the effect of any vote, provided that any such action or omission is in good faith) or faith and without negligence and in accordance with the effect terms of any votethe Deposit Agreement. The Depositary shall not incur any liability for any failure to accurately determine that whether any distribution or action may be lawful or reasonably practicable, for any investment risk associated with acquiring an interest in the Deposited Property, for the validity or worth of the Deposited Property, for the value of any Deposited Property or any distribution thereon, for any interest on Deposited Property, for any tax consequences that may result from the ownership of ADSs, Shares or other Deposited Property, for the credit‑worthiness of any third party. The Depositary shall not incur any liability for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or Agreement, for the failure or timeliness of any notice from the Company, or for any action of or failure to act by, or any information provided or not provided by, DTC or any DTC Participant. The Depositary shall not incur any liability for any action or non action by it in reliance upon the opinion, 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct bad faith while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person.

Standard of Care. The Company and Company, the Depositary and their respective directors, officers, Affiliatesemployees, employees agents and agents affiliates assume no obligation and shall not be subject to any liability under the Deposit Agreement or the Receipts any ADRs to Holders any Holder(s) or Beneficial Owners or other persons (except for the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit AgreementOwner(s), provided, except that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement or the applicable ADRs without gross negligence or willful misconductbad faith. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliatesemployees, employees agents or agentsaffiliates, shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Property or in respect of this Receiptthe ADSs, which in its reasonable opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses expense (including fees and disbursements of counsel) and liabilities 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). The Neither the Company nor the Depositary and its their respective controlling persons, directors, officers, employees, agents or affiliates shall not be liable for any failure of the Depositary to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (or the effect of any vote, provided that any such action or omission is in good faith) or faith and in accordance with the effect terms of any votethe Deposit Agreement. The Neither the Depositary nor the Company shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicablepracticable for any investment risk associated with acquiring an interest in the Deposited Property, for the validity or worth of the Deposited Property or for any tax consequences that may result from the ownership of ADSs, Shares or other Deposited Property, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement, for the failure or timeliness of any notice from the Company, or for any action of or failure to act by, or any information provided or not provided by, DTC or any DTC Participant. The Depositary shall not be liable for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability for any action or non action by it in reliance upon the opinion, 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct bad faith while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive acts or consequential damages omissions made by a predecessor depositary whether in connection with an act or omission of the Depositary or in connection with any matter arising wholly prior to the Companyappointment of the Depositary or after the removal or resignation of the Depositary, Holders, Beneficial Owners provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or any other personbad faith while it acted as Depositary.

Standard of Care. The Company Custodian shall be responsible for the performance of only such duties as are set forth herein or contained in Instructions given to the Custodian which are not contrary to the provisions of this Agreement. The Custodian shall comply with all applicable provisions and requirements of the Depositary 1940 Act, the Securities Act of 1933 (the "1933 Act"), the 1934 Act, and their respective directorsany laws, officersrules, Affiliatesand regulations or governmental authorities having jurisdiction with respect to the provisions which directly apply to the services provided to the Customer hereunder. The Custodian will use reasonable care with respect to the safekeeping of Property in each Account and, employees except as otherwise expressly provided herein, in carrying out its obligations under this Agreement. So long as and agents assume no obligation and to the extent that it has exercised reasonable care, the Custodian shall not be subject responsible for the title, validity or genuineness of any Property or other property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon, and may conclusively rely on, without liability for any loss resulting therefrom, any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed or furnished by the proper party or parties, including, without limitation, Instructions, and shall be indemnified by the Customer for any losses, damages, costs and expenses (including, without limitation, the reasonable fees and expenses of counsel) incurred by the Custodian and arising out of action taken or omitted with reasonable care by the Custodian hereunder or under any Instructions, such indemnification to be provided exclusively from the Property in the Account as to which Custodian shall have acted (or failed to act) when it incurred such losses, damages, costs and expenses. The Custodian shall be liable to the Customer for any act or omission to act of any Subcustodian to the same extent as if the Custodian committed such act itself. With respect to a Securities System, the Custodian shall only be responsible or liable for losses arising from employment of such Securities System caused by the Custodian's own failure to exercise reasonable care. In the event of any loss or damage to the Customer or, if the Customer shall incur costs and expenses (including, without limitation, fees and expenses of counsel) by reason of the failure of the Custodian or a Subcustodian to utilize reasonable care, the Custodian shall be liable to the Customer to the extent of the Customer's actual losses, damages, costs and expenses (including reasonable fees and expenses of counsel) by reason of such failure without reference to any liability under special conditions or circumstances. In no event shall either the Deposit Agreement Custodian or the Receipts Customer be liable for any consequential or special damages of such other party. The Custodian shall be entitled to Holders rely, and may act, on advice of counsel (who may be counsel for the Customer) on all matters and shall be without liability for any action reasonably taken or Beneficial Owners omitted pursuant to such advice. In the event the Customer subscribes to an electronic on-line service and communications system offered by the Custodian, the Customer shall be fully responsible for the security of the Customer's connecting terminal, access thereto and the proper and authorized use thereof and the initiation and application of continuing effective safeguards with respect thereto and agrees to defend and indemnify the Custodian and hold the Custodian harmless from and against any and all losses, damages, costs and expenses (including the reasonable fees and expenses of counsel) incurred by the Custodian as a result of any improper or unauthorized use of such terminal by the Customer or by any others. All collections of funds or other persons (except for the Company's and the Depositary's obligations specifically set forth property paid or distributed in Section 5.8 respect of the Deposit Agreement)Securities in an Account, provided, that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth including funds involved in the Deposit Agreement without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agentsthird-party foreign exchange transactions, shall be under made at the risk of the Customer. Subject to the exercise of reasonable care, the Custodian shall have no liability for any obligation to appear inloss occasioned by delay in the actual receipt of notice by the Custodian or by a Subcustodian of any payment, prosecute or defend any action, suit redemption or other proceeding transaction regarding Securities in each Account in respect of any Deposited Securities or in respect of this Receipt, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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 has agreed to the Depositary)take action as provided in Section 3 hereof. The Depositary and its agents Custodian shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securitiesloss resulting from, or for the manner in which any vote is cast (provided that any such action caused by, or omission is in good faith) or the effect of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability for any action or non action by it in reliance upon the opinion, 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company acts of governmental authorities (whether de jure or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directorsde facto), officers, employees, agents (including, without limitation, its Agents) and/or Affiliatesnationalization, expropriation, and the imposition of currency restrictions; devaluations of or fluctuations in the value of currencies; changes in laws and regulations applicable to the banking or securities industry; market conditions that prevent the orderly execution of securities transactions or affect the value of Property; acts of war, terrorism, insurrection or revolution; strikes or work stoppages; the inability of a local clearing and settlement system to settle transactions for reasons beyond the control of the Custodian; hurricane, cyclone, earthquake, volcanic eruption, nuclear fusion, fission or radioactivity, or other acts of God. Upon receipt by the Custodian of notice from a subcustodian, or otherwise upon the Custodian becoming aware in the ordinary course of its custodial activities, of any of themthe events (other than any of such events which are acts of God) referred to in the immediately preceding paragraph, the Custodian will as soon as practicable notify the Customer. The Customer may discuss with the Custodian reasonable steps to safeguard the Property, and the Custodian shall use reasonable efforts to take such steps as may be liable for agreed between the Customer and the Custodian; provided that should the Custodian in good faith determine that the taking of any indirectsuch steps would result in the incurrence by the Custodian of costs, specialexpenses and liabilities, punitive or consequential damages the Custodian need not take any such steps until the Customer shall have furnished to the CompanyCustodian reasonable security or indemnity for such costs, Holdersexpenses and liabilities. The Custodian shall, Beneficial Owners throughout the term of this Agreement, effect and maintain insurance cover in respect of such risks with such insurers and on such terms as it deems appropriate and necessary to protect the Property. Nothing in this Section 15 shall prohibit the Custodian from self-insuring all or any part of the risks relating to the performance of this Agreement as it in its sole discretion deems appropriate, but only as long as Property could be protected to the same extent as it would were such insurance maintained with a third party insurer unaffiliated with Custodian; and if Custodian knows or has reason to know that the Property is not so protected, Custodian shall promptly notify Customer and shall be obligated to obtain appropriate and necessary insurance from an unaffiliated third party insurer. The Custodian shall furnish to the Customer upon request certification as to the effectiveness and amounts of such insurance. The Custodian maintains business line and technology resources business continuity plans which are monitored internally and externally to ensure that the plans are regularly updated and tested and comply with firmwide standards. Upon request, Custodian shall provide written assurance to the Customer of the continued maintenance of reasonable arrangements for the emergency use of electronic data processing equipment to the extent appropriate. The Custodian shall have no liability in respect of any loss, damage or expense suffered by the Customer, insofar as such loss, damage or expense arises from the performance of the Custodian's duties hereunder by reason of the Custodian's reasonable reliance upon records that were maintained for the Customer by entities other personthan the Custodian prior to the Custodian's employment under this Agreement. The provisions of this Section shall survive termination of this Agreement.

Standard of Care. The Company Operator shall, in fulfilling its duties and obligations under this Agreement, act in a manner consistent with an appropriate standard of care, efficiency, quality and diligence typically exercised by first-class companies performing similar types of services for projects of a quality comparable to the CityCenter Project and consistent with the fiduciary relationship of trust and confidence between Owner and Operator, which evidences Operator’s good faith and fair dealing and the Depositary and their respective directors, officers, Affiliates, employees and agents assume no obligation and shall not be subject to any liability under application of its reasonable business judgment in the Deposit Agreement or the Receipts to Holders or Beneficial Owners or other persons (except for the Company's and the Depositary's obligations specifically set forth in Section 5.8 best interest of the Deposit AgreementCondo-Hotel. Furthermore, Operator shall, in fulfilling its obligations hereunder (including, but not limited to, any decisions regarding whether or not the Condo-Hotel will participate in specialized initiatives, including, but not limited to, Purchasing Programs), providedact at all times in a manner that is consistent with the fiduciary duty owed by Operator to Owner and consistent with the fiduciary relationship of trust and good faith and confidence between Owner and Operator. Operator acknowledges and affirms to Owner, and each of its members, respectively, that the Company actions, duties and the Depositary and their respective agents agree obligations contemplated herein to perform their respective obligations specifically set forth be performed and/or undertaken by Operator are not in the Deposit Agreement without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositaryany way intended, nor the Companywill such actions, nor duties and obligations supplant any of their respective controlling persons, directors, officers, Affiliates, employees duty or agents, 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 this Receipt, which be performed by the MGM Member in its opinion may involve it in expense or liability, unless indemnity satisfactory capacity as Managing Member pursuant to it against all expenses (including fees and disbursements of counsel) and liabilities 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). The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the CompanyJoint Venture Agreement. The Depositary shall not incur any liability for any action or non action Operator acknowledges that all actions taken by it in reliance upon the opinionpursuant to this Agreement, advice of whether on its own behalf 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 through its Affiliates and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents subsidiaries (including, without limitation, Operator), are and shall be deemed actions taken by the MGM Member for and on behalf of Owner as if taken by MGM Member as the Managing Member under the Joint Venture Agreement (and MGM Member shall be responsible and liable for all such actions or omissions as if taken by the MGM Member itself); provided, however, that any action or omission of Operator made under this Agreement shall not constitute a breach of the Joint Venture Agreement by the MGM Member unless such action or omission, if made by the MGM Member, would constitute a breach under the Joint Venture Agreement. During the Term, Operator shall not manage or operate any business unrelated to the Condo-Hotel or the other Components of the CityCenter Project. Owner acknowledges, however, that Affiliates of MGM MIRAGE (excluding Operator and its Agentssubsidiaries) and/or Affiliatesdo and will engage in operations, ownership, or any other activities or businesses that compete with the operations and business of themthe Condo-Hotel, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other personand such actions and conduct are expressly permitted.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and agents (including, without limitation, Agents) assume no obligation and shall not be subject to any liability under the this Deposit Agreement or the any Receipts to Holders any Holder(s) or Beneficial Owners Owner(s) or other persons (except for the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit Agreement5.8), provided, that the Company and the Depositary and their respective directors, officers, Affiliates, employees and agents (including, without limitation, Agents) agree to perform their respective obligations specifically set forth in the this Deposit Agreement or the applicable ADRs without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agentsagents (including, without limitation, Agents), 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 this Receiptthe Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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). In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person. The Depositary and its agents (including, without limitation, Agents) shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect effects of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the this Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability , or for any action or non action by it in reliance upon the opinion, 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 and its agents (including, without limitation, Agents) shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other persondepositary.

Standard of Care. The Company Trustee accepts the trusts hereby created and agrees to perform the Depositary same but only upon the terms of this Trust Agreement. To the fullest extent permitted by law, including Section 3806 of the Delaware Statutory Trust Act, the Trustee shall only have the express duties (including fiduciary duties) provided herein and their respective directorsto the extent the express provisions of this Trust Agreement restrict or eliminate such duties (including fiduciary duties) the terms of this Trust Agreement shall prevail. The Trustee shall have no liability to the Depositor or the Beneficiaries under any circumstances except that the Trustee shall be liable (i) for its own willful misconduct or bad faith violation of the implied contractual covenant of good faith and fair dealing, officers(ii) for liabilities that may result from any representation or warranty of the Trustee hereunder being untrue or inaccurate and (iii) for any taxes based on or measured by any fees, Affiliatescommissions or compensation received by the Trustee for acting as trustee or for services rendered in connection with the transactions contemplated hereby. In particular, employees and agents assume no obligation and but not by way of limitation: (i) The Trustee shall not be subject personally liable for any error of judgment made in good faith; (ii) The Trustee shall not be required to take any liability under action that is inconsistent with the Deposit Agreement or purposes of the Receipts to Holders or Beneficial Owners or other persons (except for the Company's and the Depositary's obligations specifically Trust set forth in Section 5.8 1.4; (iii) No provision of this Trust Agreement shall require the Trustee to expend or risk its personal funds, or otherwise incur any financial liability in the performance of its rights or powers hereunder, if the Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (iv) Under no circumstances shall the Trustee be personally liable for any indebtedness or obligation of the Deposit AgreementTrust; (v) The Trustee shall not be liable for the default or misconduct of the Depositor, [Transfer Agent] (or any successor transfer agent or exchange agent), provided, that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Depository Trust Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees Beneficiary or agents, 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 this Receipt, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees Person and disbursements of counsel) and liabilities 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). The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any act or omission taken at the direction of the Deposited SecuritiesDepositor; (vi) The Trustee shall incur no liability if, by reason of any provision of any present or future law or regulation thereunder, or for by any force majeure event, including but not limited to natural disaster, war or other circumstances beyond its control, the manner in Trustee shall be prevented or forbidden from doing or performing any act or thing which any vote is cast (provided that any such action the Terms of this Trust Agreement provide shall or omission is in good faith) or the effect of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful done or reasonably practicable, for performed; (vii) In no event whatsoever shall the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability for any action or non action by it in reliance upon the opinion, 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 and its agents shall not Trustee be liable for any acts representation, warranty, covenant, agreement, indebtedness or omissions made by a successor depositary whether in connection with a previous act or omission other obligation of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person.Trust;

Standard of Care. The Company Trustee accepts the trusts hereby created and agrees to perform the Depositary same but only upon the terms of this Trust Agreement. To the fullest extent permitted by law, including Section 3806 of the Delaware Statutory Trust Act, the Trustee shall only have the express duties (including fiduciary duties) provided herein and their respective directorsto the extent the express provisions of this Trust Agreement restrict or eliminate such duties (including fiduciary duties) the terms of this Trust Agreement shall prevail. The Trustee shall have no liability to the Depositor or the Beneficiaries under any circumstances except that the Trustee shall be liable (i) for its own willful misconduct or bad faith violation of the implied contractual covenant of good faith and fair dealing, officers(ii) for liabilities that may result from any representation or warranty of the Trustee hereunder being untrue or inaccurate and (iii) for any taxes based on or measured by any fees, Affiliatescommissions or compensation received by the Trustee for acting as trustee or for services rendered in connection with the transactions contemplated hereby. In particular, employees and agents assume no obligation and but not by way of limitation: (i) The Trustee shall not be subject personally liable for any error of judgment made in good faith; (ii) The Trustee shall not be required to take any liability under action that is inconsistent with the Deposit Agreement or purposes of the Receipts to Holders or Beneficial Owners or other persons (except for the Company's and the Depositary's obligations specifically Trust set forth in Section 5.8 1.4; (iii) No provision of this Trust Agreement shall require the Trustee to expend or risk its personal funds, or otherwise incur any financial liability in the performance of its rights or powers hereunder, if the Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it; (iv) Under no circumstances shall the Trustee be personally liable for any indebtedness or obligation of the Deposit AgreementTrust; (v) The Trustee shall not be liable for the default or misconduct of the Depositor, Xxxxx Fargo (or any successor transfer agent or exchange agent), provided, that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Depository Trust Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees Beneficiary or agents, 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 this Receipt, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees Person and disbursements of counsel) and liabilities 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). The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any act or omission taken at the direction of the Deposited SecuritiesDepositor; (vi) The Trustee shall incur no liability if, by reason of any provision of any present or future law or regulation thereunder, or for by any force majeure event, including but not limited to natural disaster, war or other circumstances beyond its control, the manner in Trustee shall be prevented or forbidden from doing or performing any act or thing which any vote is cast the Terms of this Trust Agreement provide shall or may be done or performed; (provided that any such action or omission is in good faithvii) or In no event whatsoever shall the effect of any vote. The Depositary shall not incur any liability Trustee be liable for any failure to determine that any distribution representation, warranty, covenant, agreement, indebtedness or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth other obligation of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. Trust; (viii) The Depositary shall not incur any liability for any action or non action by it in reliance upon the opinion, 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 and its agents Trustee shall not be liable for any acts action it takes or omissions made by omits to take in good faith reliance on the certification of a successor depositary whether in connection with a previous act Beneficiary, or omission the written instruction of the Depositary or in connection with any matter arising wholly after the removal or resignation Depositor; and (ix) Every provision of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages this Trust Agreement relating to the Company, Holders, Beneficial Owners or any other personTrustee shall be subject to the provisions of this Section 6.4.

Standard of Care. The Company and Company, the Depositary and their respective directors, officers, Affiliates, employees and agents assume no obligation and shall not be subject to any liability under the Deposit Agreement or the Receipts any ADRs to Holders any Holder(s) or Beneficial Owners or other persons (except for the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit AgreementOwner(s), provided, except that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement or the applicable ADRs without gross negligence or willful misconductbad faith. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliatescontrolling persons, employees or agents, 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 this Receiptthe ADSs, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses expense (including fees and disbursements of counsel) and liabilities 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). The Neither the Depositary its directors, officers, controlling persons, employees or agents nor the Company and its directors, officers, controlling persons, employees or agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (or the effect of any vote, provided that any such action or omission is in good faith) or faith and in accordance with the effect terms of any votethe Deposit Agreement. The Neither the Company nor the Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, or for the credit-worthiness of any third party. The Depositary shall not incur any liability for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur No waiver of any liability for any action or non action by it in reliance upon the opinion, advice rights 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is Beneficial Owner under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or securities laws is intended by any provision of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other personthis paragraph.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and agents assume no obligation and shall not be subject to any liability under the this Deposit Agreement or the any Receipts to Holders any Holder(s) or Beneficial Owners Owner(s) or other persons persons, (except for the Company's ’s and the Depositary's ’s obligations specifically set forth in Section 5.8 of the Deposit Agreement5.8), provided, that the Company and the Depositary and their respective directors, officers, Affiliates, employees and agents agree to perform their respective obligations specifically set forth in the this Deposit Agreement or the applicable ADRs without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, 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 this Receiptthe Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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). In no event shall the Depositary or any of its directors, officers, Affiliates, employees and agents (including, without limitation, its Agents) or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person. The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect effects of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the this Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability , or for any action or non action by it in reliance upon the opinion, 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and agents assume no obligation and shall not be subject to any liability under the Deposit Agreement or the Receipts this ADR to Holders any Holder(s) or Beneficial Owners or other persons (except for the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit AgreementOwner(s), provided, except that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement or this ADR without gross negligence or willful misconductbad faith. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Property or in respect of this Receiptthe ADSs, which in its reasonable opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses expense (including fees and disbursements of counsel) and liabilities 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). The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (or the effect of any vote, provided that any such action or omission is in good faith) or , without negligence, and in accordance with the effect terms of any votethe Deposit Agreement. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited SecuritiesProperty, for the validity or worth of the Deposited Securities Property or for any tax consequences that may result from the ownership of ADSs, Shares or other Deposited SecuritiesProperty, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or Agreement, for the failure or timeliness of any notice from the Company, or for any action of or failure to act by, or any information provided or not provided by, DTC or any DTC Participant. The Depositary shall not incur any liability for any action or non action by it in reliance upon the opinion, 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct bad faith while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and agents (including, without limitation, Agents) assume no obligation and shall not be subject to any liability under the this Deposit Agreement or the any Receipts to Holders any Holder(s) or Beneficial Owners Owner(s) or other persons (except for the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit Agreement5.8), provided, that the Company and the Depositary and their respective directors, officers, Affiliates, employees and agents (including, without limitation, Agents) agree to perform their respective obligations specifically set forth in the this Deposit Agreement or the applicable ADRs without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agentsagents (including, without limitation, Agents), 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 this Receiptthe Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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). In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person. The Depositary and its agents (including, without limitation, Agents) shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect effects of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the this Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability , or for any action or non non-action by it in reliance upon the opinion, 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 and its agents (including, without limitation, Agents) shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that that, in connection with any previous act or omission by the issue out of Depositary which gives rise to such potential liability arises liability, the Depositary performed its obligations without gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person.

Standard of Care. The Company and Company, the Depositary and their respective directors, officers, Affiliatesemployees, employees agents and agents Affiliates assume no obligation and shall not be subject to any liability under the Deposit Agreement or the Receipts any ADRs to Holders any Holder(s) or Beneficial Owners or other persons (except for the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit AgreementOwner(s), provided, except that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement or the applicable ADRs without gross negligence or willful misconductbad faith. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, employees, agents or Affiliates, employees or agents, shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Property or in respect of this Receiptthe ADSs, which in its reasonable opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses expense (including fees and disbursements of counsel) and liabilities 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). The None of the Company, the Depositary and its or any of their respective controlling persons, directors, officers, employees, agents or Affiliates shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (or the effect of any vote, provided that any such action or omission is in good faith) faith and without negligence and in accordance with the terms of the Deposit Agreement. The Company shall not incur any liability for any failure to determine that any distribution or the effect of any voteaction may be lawful or reasonably practicable. The Depositary shall not incur any liability for any failure to accurately determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited SecuritiesProperty, for the validity or worth of the Deposited Securities Property or for any tax consequences that may result from the ownership of ADSs, Shares or other Deposited SecuritiesProperty, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or Agreement, for the failure or timeliness of any notice from the Company, or for any action of or failure to act by, or any information provided or not provided by, DTC or any DTC Participant. The Depositary shall not incur any liability for any action or non action by it in reliance upon the opinion, 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct bad faith while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive acts or consequential damages omissions made by a predecessor depositary whether in connection with an act or omission of the Depositary or in connection with any matter arising wholly prior to the Companyappointment of the Depositary or after the removal or resignation of the Depositary, Holders, Beneficial Owners or any other personprovided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence and in good faith while it acted as Depositary.

Standard of Care. The Company Indemnification. --------------------------------- (a) It is expressly understood and the Depositary agreed that in exercising its rights and their respective directors, officers, Affiliates, employees and agents assume no obligation and shall not be subject to any liability under the Deposit Agreement or the Receipts to Holders or Beneficial Owners or other persons (except for the Company's and the Depositary's performing its obligations specifically set forth in Section 5.8 of the Deposit Agreement), provided, that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, 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 this Receipt, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities be furnished as often as may be required (and no Custodian shall be under any obligation whatsoever with respect to such proceedingshereunder, the responsibility of the Custodian being solely Bank owes no fiduciary duty to the Depositary)Lender. The Depositary and its agents Bank shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securitiescosts, expenses, damages, liabilities or for the manner in which any vote is cast claims (provided that any such action or omission is in good faithincluding reasonable attorneys and accountants fees) or the effect of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it incurred by the Company for distribution Lender, except to the Holders extent those costs, expenses, damages, liabilities or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may claims result from the ownership Bank's material breach of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit this Agreement or the Bank's negligence, willful misconduct, bad faith, or reckless disregard of its obligations and duties hereunder. Neither the Client nor the Bank shall have any obligation hereunder for the failure costs, expenses, damages, liabilities or timeliness claims (including reasonable attorneys and accountants fees), which are sustained or incurred by reason of any notice from the Company. The Depositary shall not incur any liability for any action or non action inaction by it in reliance upon the opinion, advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder Book-Entry System or any other person believed by it in good faith to be competent to give such advice Depository or information. The Depositary and its agents shall not be liable for any acts their respective successors or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwisenominees. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, either party be be liable to the other for any indirect, special, punitive or consequential damages damages, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages. (b) The Client on behalf of each Lender agrees to indemnify the Bank and to hold it harmless from and against any and all costs, expenses, damages, liabilities or claims (including reasonable fees and expenses of counsel) which the Bank may sustain or incur or which may be asserted against the Bank by reason of or as a result of any action taken or omitted by the Bank in connection with or arising out of the Bank's operating under and in compliance with this Agreement, except those costs, expenses, damages, liabilities or claims arising out of the Bank's negligence, bad faith, willful misconduct, or reckless disregard of its obligations and duties hereunder. Actions taken or omitted in reasonable reliance upon Oral or Written Instructions, any Certificate, or upon any information, order, indenture, stock certificate, power of attorney, assignment, affidavit or other instrument reasonably believed by the Bank to be genuine or bearing the signature of a person or persons reasonably believed by the Bank to be genuine or bearing the signature of a person or persons reasonably believed to be authorized to sign, countersign or execute the same, shall be presumed to have been taken or omitted in good faith. (c) The Bank shall indemnify and hold harmless the Lender, its Board of Trustees and its agents and Barclays Global Fund Advisors from any and all loss, liability, costs, damages, actions, and claims ("Loss") to the Companyextent that any such Loss arises out of the material breach of this Agreement by or negligent acts or omissions or willful misconduct of the Bank, Holdersits officers, Beneficial Owners directors or employees or any other personof its agents or subcustodians in connection with the securities lending activities undertaken pursuant to this Agreement, provided that the Bank's indemnification obligation with respect to the acts or omissions of its subcustodians shall not exceed the indemnification provided by the applicable subcustodian to the Bank.

Standard of Care. The Notwithstanding anything contained herein or in the Deposit Agreement to the contrary, the Company and the Depositary and their respective directors, officers, Affiliates, employees and agents assume no obligation and shall not be subject to any liability under the Deposit Agreement or the Receipts to Holders or Beneficial Owners or other persons (except for the Company's ’s and the Depositary's ’s obligations specifically set forth in Section 5.8 of the Deposit Agreement), provided, that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, 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 this Receipt, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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). The Neither the Depositary nor the Company and its their respective agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect of any vote. The Neither the Depositary nor the Company shall not incur any liability (in the case of the Company, with respect to the Holders only) for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it the Depositary by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares Units or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability for any action or non non-action by it in reliance upon the opinion, advice of or information from legal counsel, accountants, any person presenting Shares Units 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Neither the Depositary nor the Company shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary SharesADSs, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "“Passive Foreign Investment Company" ” (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and agents assume no obligation and shall not be subject to any liability under the Deposit this Agreement or the any Receipts to Holders any Holder(s) or Beneficial Owners Owner(s) or other persons (persons, except for the Company's and the Depositary's obligations specifically set forth in accordance with Section 5.8 of the Deposit Agreement)15, provided, that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in this Agreement or the Deposit Agreement applicable ADRs without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, 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 this Receiptthe Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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). The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect effects of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit this Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability , or for any action or non non-action by it in reliance upon the opinion, 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other person.

Standard of Care. The Company and Neither the Depositary and their respective Agent nor any of its officers, directors, officers, Affiliatesagents, employees and agents assume no obligation and or representatives shall not be subject liable for any action taken or omitted to be taken by it or any liability of them under the Deposit Agreement or the Receipts to Holders or Beneficial Owners or other persons (in connection with this Agreement, except for the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit Agreement), provided, that the Company and the Depositary and its or their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement without own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, neither the Depositary, nor Agent: (a) may treat the Company, nor payee of any Notes as the holder thereof and as a Bank hereunder until the Agent receives written notice of their respective controlling persons, directors, officers, Affiliates, employees the assignment or agents, transfer thereof signed by such payee and in form satisfactory to the Agent (which notice 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 this Receipt, which in its opinion binding on all parties hereto); (b) may involve it in expense or liability, unless indemnity satisfactory to it against all expenses consult with legal counsel (including fees counsel for the Borrower), independent public accountants and disbursements of counsel) other experts and liabilities be furnished as often as may be required (advisors selected by it and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary). The Depositary and its agents shall not be liable for any failure action taken or omitted to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is be taken in good faith) or the effect of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability for any action or non action faith by it in reliance upon accordance with the opinion, advice of or information from legal such counsel, accountants, experts or other advisors; (c) makes no warranty or representation to 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 Bank and its agents shall not be liable responsible to any Bank for any acts statements, warranties or omissions representations made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with this Agreement or for any matter arising wholly after failure or delay in performance by the removal Borrower or resignation any Bank under this Agreement; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the Depositaryterms, provided that in connection with the issue out covenants or conditions of which such potential liability arises the Depositary performed its obligations without gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary this Agreement; (e) shall not incur be responsible to any liability Bank for any tax consequences that may be incurred by Holders and Beneficial Owners on account the due execution, legality, validity, enforceability, perfection, collectability, genuineness, sufficiency or value of their ownership of this Agreement, the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or AffiliatesNotes, or any other instrument or document furnished pursuant thereto or for the accuracy or completeness of them, be liable for any indirect, special, punitive credit or consequential damages other information provided to the CompanyBanks; (f) shall incur no liability under or in respect of this Agreement by acting upon any notice, Holdersconsent, Beneficial Owners certificate or other instrument or writing (which may be by telecopier, telegram, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties; and (g) shall incur no liability for relying upon any matters of fact that might reasonably be expected to be within the knowledge of the Borrower, upon a certificate or other personwriting signed by Borrower, or upon telephone communications with Borrower which are reasonably believed to be true and valid.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and agents assume no obligation and shall not be subject to any liability under the Deposit Agreement or the Receipts to Holders or Beneficial Owners or other persons (except for the Company's ’s and the Depositary's ’s obligations specifically set forth in Section 5.8 of the Deposit Agreement), provided, that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement without gross negligence or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, 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 this Receipt, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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). The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability for any action or non action by it in reliance upon the opinion, 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 and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "“Passive Foreign Investment Company" ” (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. In no event shall the Company, the Depositary or any of its their respective directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Holders or Beneficial Owners or any other personthird party.

Standard of Care. The Company and the Depositary and their respective directors, officers, Affiliates, employees and agents assume no obligation and shall not be subject to any liability under the Deposit Agreement or the Receipts any ADRs to Holders any Holder(s) or Beneficial Owners or other persons (except for the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit AgreementOwner(s), provided, except that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement or the applicable ADRs without gross negligence or willful misconductbad faith. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliatesemployees, employees affiliates, or agents, 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 this Receiptthe ADSs, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses expense (including fees and disbursements of counsel) and liabilities 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). The Depositary and its None of the Depositary, the Company or any of their directors, officers, controlling persons, employees or agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (or the effect of any vote, provided that any such action or omission is in good faith) or faith and in accordance with the effect terms of any votethe Deposit Agreement. The Neither the Depositary nor the Company shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for any investment risk associated with acquiring an interest in the Deposited Securities, for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, or for the credit-worthiness of any third party. The Depositary shall not incur liability for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or Agreement, for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability , or for any action or non action by it in reliance upon the opinion, advice of or failure to act by, or any information from legal counselprovided or not provided by, accountants, DTC or any person presenting Shares for deposit, DTC Participant. No waiver of any rights of any Holder or any other person believed by it in good faith to be competent to give such advice or information. The Depositary and its agents shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or 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 gross negligence or willful misconduct while it acted as Depositary. The Depositary is Beneficial Owner under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwisesecurities laws is intended by any provision of this paragraph. In no event shall the Depositary or any of its directorsaddition, officers, employees, agents (including, without limitation, its Agents) and/or Affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages notwithstanding anything in this paragraph to the Companycontrary, Holders, Beneficial Owners or any other personno provision in this paragraph shall prevent either party from pursuing its rights to indemnification pursuant to Section 5.8 of this Deposit Agreement.

Standard of Care. The Company Bank shall be responsible for the performance of only such duties as are set forth herein or contained in Instructions given to the Bank by Authorized Persons which are not contrary to the provisions of this Agreement. The Bank will use reasonable care with respect to the safekeeping of Securities in the Custody Account. The Bank shall be liable to the Fund for any loss which shall occur as the result of the failure of a subcustodian or an eligible foreign securities depository engaged by such subcustodian to exercise reasonable care with respect to the safekeeping of such Securities and other assets to the same extent that the Bank would be liable to the Fund if the Bank were holding such Securities and other assets in New York. In the event of any loss to the Fund by reason of the failure of the Bank or its subcustodian or an eligible foreign securities depository engaged by such subcustodian to utilize reasonable care, the Bank shall be liable to the Fund to the extent of the Fund's damages, to be determined based on the market value of the property which is the subject of the loss at the date of discovery of such loss and without reference to any special conditions or circumstances. The Bank shall be held to the exercise of reasonable care in carrying out this Agreement but shall be indemnified by, and shall be without liability to, the Fund for any action taken or omitted by the Bank in good faith without negligence. The Bank shall be entitled to rely, and may act, on advice of counsel (who may be counsel for the Fund) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Bank need not maintain any insurance for the benefit of the Fund. However, the Bank represents and warrants that it presently maintains a bankers' blanket bond ("Bond") which provides standard fidelity and non-negligent loss coverage with respect to securities which may be held by the Bank and securities which may be held in the offices of foreign banks and foreign securities depositories which may be utilized by the Bank pursuant to this Agreement. The Bank agrees that if at any time the Bank for any reason discontinues such coverage, it shall immediately notify the Fund in writing. The Bank represents that only the named insured on the Bond, which includes the Bank but not any of the Bank's customers, is directly protected against loss. The Bank represents that while it might resist a claim of one of its customers to recover for a loss not covered by the Bond, as a practical matter, where a claim is brought and loss is possibly covered by the Bond, the Bank would give notice of the claim to its insurer, and the Depositary and their respective directors, officers, Affiliates, employees and agents assume no obligation and shall not be subject insurer would normally determine whether to any liability under defend the Deposit Agreement claim against the Bank or to pay the Receipts to Holders or Beneficial Owners claim on behalf of the Bank. All collections of funds or other persons (except for the Company's and the Depositary's obligations specifically set forth in Section 5.8 of the Deposit Agreement), provided, that the Company and the Depositary and their respective agents agree to perform their respective obligations specifically set forth in the Deposit Agreement without gross negligence property paid or willful misconduct. Without limitation of the foregoing, neither the Depositary, nor the Company, nor any of their respective controlling persons, directors, officers, Affiliates, employees or agents, shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding distributed in respect of Securities in the Custody Account shall -10- 11 be made at the risk of the Fund. The Bank shall have no liability for any Deposited loss occasioned by delay in the actual receipt of notice by the Bank or by its subcustodian of any payment, redemption or other transaction regarding Securities or in the Custody Account in respect of this Receipt, which the Bank has agreed to take action as provided in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expenses (including fees and disbursements of counsel) and liabilities 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)Section 8 hereof. The Depositary and its agents Bank shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any vote is cast (provided that any such action or omission is in good faith) or the effect of any vote. The Depositary shall not incur any liability for any failure to determine that any distribution or action may be lawful or reasonably practicable, for the content of any information submitted to it by the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities or for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary shall not incur any liability for any action or non action by it in reliance upon the opinion, advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder or any other person believed by it taken in good faith upon Instructions or upon any certified copy of any resolution of the Board and may rely on the genuineness of any such documents which it may in good faith believe to be competent to give such advice or informationvalidly executed. The Depositary and its agents Bank shall not be liable for any acts loss resulting from, or omissions made by a successor depositary whether in connection with a previous act or omission caused by, the direction of the Depositary Fund to maintain custody of any Securities or cash in connection with any matter arising wholly after the removal or resignation of the Depositarya foreign country including, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without gross negligence or willful misconduct while it acted as Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall but not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shareslimited to, including without limitation, tax consequences losses resulting from the Company (nationalization, expropriation, currency restrictions, acts of war or any of its subsidiaries) being treated as a "Passive Foreign Investment Company" (as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) terrorism, insurrection, revolution, nuclear fusion, fission or otherwise. In no event shall the Depositary or any of its directors, officers, employees, agents (including, without limitation, its Agents) and/or Affiliatesradiation, or any acts of them, be liable for any indirect, special, punitive or consequential damages to the Company, Holders, Beneficial Owners or any other personGod.