Common use of The Depositary and the Company Clause in Contracts

The Depositary and the Company. Section 5.1 Maintenance of Office, Agencies, Transfer Books by the Depositary Registrar. (a) Upon execution of this Deposit Agreement in accordance with its terms, the Depositary shall maintain at its Corporate Trust Office facilities for the execution and delivery, transfer, surrender and exchange of Receipts, and at the offices of the Depositary's Agents, if any, facilities for the delivery, transfer, surrender and exchange of Receipts, all in accordance with the provisions of this Deposit Agreement. (b) The Depositary shall keep books at its Corporate Trust Office for the transfer of Receipts, which books at all reasonable times shall be open for inspection by the Record Holders of Receipts, unless the Company advises the Depositary in a particular instance that such inspection is not for a proper purpose reasonably related to such Person's interest as an owner of Depositary Shares evidenced by the Receipts. The Depositary may close such books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunder. (c) If the Receipts or the Depositary Shares evidenced thereby or the Preferred Stock represented by such Depositary Shares shall be quoted on the Nasdaq National Market, the Company may, upon consultation with the Depositary, appoint a Registrar for registry of such Receipts or Depositary Shares in accordance with the requirements of the Nasdaq National Market. Such Registrar (which may be the Depositary if so permitted by the requirements of the Nasdaq National Market) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the Company. If the Receipts of such Depositary Shares or such Preferred Stock are listed on one or more stock exchanges, the Depositary will, at the request of the Company, arrange such facilities for the delivery, transfer, surrender and exchange of such Receipts or such Depositary Share or such Preferred Stock as may be required by law or applicable stock exchange regulation. Section 5.2 Prevention or Delay in Performance by the Depositary, the Depositary's Agents or the Company. Neither the Depositary nor any Depositary's Agent nor the Company shall incur any liability to any holder of any Receipt, if by reason of any provision of any present or future law, or regulation thereunder of the United States of America, or of any other governmental authority or, in the case of the Depositary or the Depositary's Agent, by reason of any provision, present or future, of the Certificate of Incorporation or the Authorizing Resolution or by reason of any act of God or war or other circumstance beyond the control of the relevant party, the Depositary, any Depositary's Agent or the Company shall be prevented or forbidden from or delayed in doing or performing any act or thing which the terms of this Deposit Agreement provide shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement.

The Depositary and the Company. Section 5.1 5.1. Maintenance of OfficeOffices, Agencies, Transfer Books by the Depositary Depositary, the Registrar. (a) . Upon execution of this Deposit Agreement in accordance with its terms, the Depositary shall maintain at its the Corporate Trust Office facilities for the execution and delivery, transfer, surrender and exchange exchange, split-up, combination and redemption of Receipts, Receipts and deposit and withdrawal of Preferred Stock and at the offices of the Depositary's Agents, if any, facilities for the delivery, transfer, surrender and exchange exchange, split-up, combination and redemption of ReceiptsReceipts and deposit and withdrawal of Preferred Stock, all in accordance with the provisions of this Deposit Agreement. (b) . The Depositary shall keep books at its the Corporate Trust Office for the registration and transfer of Receipts. Within a reasonable time after a request by a holder of Receipts, which the Depositary shall make available for inspection at the Corporate Office such books at all reasonable times shall be open for inspection by the Record Holders record holders of Receipts, unless Receipts as provided by applicable law. The Depositary shall consult with the Company advises the Depositary in a particular instance that such inspection is not upon receipt of any request for a proper purpose reasonably related to such Person's interest as an owner of Depositary Shares evidenced by the Receiptsinspection. The Depositary may close such books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunder. (c) . If the Receipts or the Depositary Shares evidenced thereby or the Preferred Stock represented by such Depositary Shares shall be quoted listed on the Nasdaq National MarketNew York Stock Exchange, Inc., the Company Depositary may, upon consultation with the Depositaryapproval of the Company, appoint a Registrar for registry of such Receipts or Depositary Shares in accordance with the requirements of the Nasdaq National Marketsuch Exchange. Such Registrar (which may be the Depositary if so permitted by the requirements of the Nasdaq National Marketsuch Exchange) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the Company. If the Receipts of Receipts, such Depositary Shares or such Preferred Stock are listed on one or more other stock exchanges, the Depositary will, at the request and expense of the Company, arrange such facilities for the delivery, transfer, surrender and exchange of such Receipts or Receipts, such Depositary Share Shares or such Preferred Stock as may be required by law or applicable stock exchange regulationregulations. Section 5.2 5.2. Prevention or Delay in Performance by the Depositary, the Depositary's Agents or the Company. Neither the Depositary nor any Depositary's Agent nor the Company shall incur any liability to any holder of any Receipt, if by reason of any provision of any present or future law, law or regulation thereunder of the United States of America, America or of any other governmental authority or, in the case of the Depositary or the Depositary's Agent, by reason of any provision, present or future, of the Certificate of Incorporation or the Authorizing Resolution Certificate of Designation or, in the case of the Company, the Depositary or the Depositary's Agent, by reason of any act of God or war or other circumstance beyond the control of the relevant party, the Depositary, any Depositary's Agent or the Company shall be prevented or forbidden from or delayed in doing or performing any act or thing which that the terms of this Deposit Agreement provide shall be done or performed; nor shall the Depositary, any Depositary's Agent or the Company incur any liability to any holder of a Receipt by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing that the terms of this Deposit Agreement provide shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement.

The Depositary and the Company. Section 5.1 5.1. Maintenance of OfficeOffices, Agencies, Transfer Books by the Depositary Depositary, the Registrar. (a) . Upon execution of this Deposit Agreement in accordance with its terms, the Depositary shall maintain at its the Corporate Trust Office facilities for the execution and delivery, transfer, surrender and exchange exchange, split-up, combination and redemption of Receipts, Receipts and deposit and withdrawal of Preferred Stock and at the offices of the Depositary's Agents, if any, facilities for the delivery, transfer, surrender and exchange exchange, split-up, combination and redemption of ReceiptsReceipts and deposit and withdrawal of Preferred Stock, all in accordance with the provisions of this Deposit Agreement. (b) . The Depositary shall keep books at its the Corporate Trust Office for the registration and transfer of Receipts, which books at all reasonable times shall be open for inspection by the Record Holders record holders of Receipts, unless Receipts as provided by applicable law. The Depositary shall consult with the Company advises the Depositary in a particular instance that such inspection is not upon receipt of any request for a proper purpose reasonably related to such Person's interest as an owner of Depositary Shares evidenced by the Receiptsinspection. The Depositary may close such books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunder. (c) . If the Receipts or the Depositary Shares evidenced thereby or the Preferred Stock represented by such Depositary Shares shall be quoted listed on the Nasdaq National MarketNew York Stock Exchange, Inc., the Company Depositary may, upon consultation with the Depositaryapproval of the Company, appoint a Registrar for registry of such Receipts or Depositary Shares in accordance with the requirements of the Nasdaq National Marketsuch Exchange. Such Registrar (which may be the Depositary if so permitted by the requirements of the Nasdaq National Marketsuch Exchange) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the Company. If the Receipts of Receipts, such Depositary Shares or such Preferred Stock are listed on one or more other stock exchanges, the Depositary will, at the request and expense of the Company, arrange such facilities for the delivery, transfer, surrender and exchange of such Receipts or Receipts, such Depositary Share Shares or such Preferred Stock as may be required by law or applicable stock exchange regulationregulations. Section 5.2 5.2. Prevention or Delay in Performance by the Depositary, the Depositary's Agents or the Company. Neither the Depositary nor any Depositary's Agent nor the Company shall incur any liability to any holder of any Receipt, if by reason of any provision of any present or future law, law or regulation thereunder of the United States of America, America or of any other governmental authority or, in the case of the Depositary or the Depositary's Agent, by reason of any provision, present or future, of the Certificate of Incorporation or the Authorizing Resolution Certificate of Designation or, in the case of the Company, the Depositary or the Depositary's Agent, by reason of any act of God or war or other circumstance beyond the control of the relevant party, the Depositary, any Depositary's Agent or the Company shall be prevented or forbidden from or delayed in doing or performing any act or thing which that the terms of this Deposit Agreement provide shall be done or performed; nor shall the Depositary, any Depositary's Agent or the Company incur any liability to any holder of a Receipt by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing that the terms of this Deposit Agreement provide shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement.

The Depositary and the Company. Section 5.1 SECTION 5.01 Maintenance of OfficeOffices, Agencies, Agencies and Transfer Books by the Depositary and the Registrar. (a) Upon execution of this Deposit Agreement in accordance with its terms, the . The Depositary shall maintain at its Corporate Trust the Depositary Office facilities for the execution and delivery, transfer, surrender and exchange exchange, split-up and combination of Receipts, Receipts and deposit and withdrawal of Convertible Preferred Stock and at the offices of any of the Depositary's ’s Agents, if any, facilities for the delivery, transfer, surrender and exchange exchange, split-up and combination of ReceiptsReceipts and deposit and withdrawal of Convertible Preferred Stock, all in accordance with the provisions of this Deposit Agreement. (b) . The Depositary Registrar shall keep books at its Corporate Trust the Depositary Office for the registration and transfer of Receipts, which books at all reasonable times shall be open for inspection by the Record Holders record holders of Receipts, unless the Company advises the Depositary in a particular instance that such inspection is not for a proper purpose reasonably related to such Person's interest Receipts as an owner of Depositary Shares evidenced provided by the Receiptsapplicable law. The Depositary Company may cause the Registrar to close such books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunder. (c) . If the Receipts or the Depositary Shares evidenced thereby or the Convertible Preferred Stock represented by such Depositary Shares shall be quoted listed on the Nasdaq National MarketNew York Stock Exchange, Inc. or any other stock exchange, the Company Depositary may, upon consultation with the Depositarywritten approval of the Company, appoint a Registrar registrar (acceptable to the Company) for registry registration of such Receipts or Depositary Shares in accordance with the requirements of the Nasdaq National Marketsuch exchange. Such Registrar registrar (which may be the Depositary Registrar if so permitted by the requirements of the Nasdaq National Marketsuch exchange) may be removed and a substitute registrar appointed by the Depositary Registrar upon the request or with the written approval of the Company. If the Receipts of Receipts, such Depositary Shares or such Convertible Preferred Stock are listed on one or more other stock exchanges, the Depositary Registrar will, at the request and expense of the Company, arrange such facilities for the delivery, transfer, surrender and exchange of such Receipts Receipts, such Depositary Shares or such Depositary Share or such Convertible Preferred Stock as may be required by law or applicable stock exchange regulationregulations. Section 5.2 SECTION 5.02 Prevention or Delay in Performance by the Depositary, the Depositary's Agents ’s Agents, the Registrar or the Company. Neither None of the Depositary nor Depositary, any of the Depositary's ’s Agents, the Registrar, the Transfer Agent nor or the Company shall incur any liability to any holder of any Receipt, if by reason of any provision of any present or future law, law or regulation thereunder of the United States of America, America or of any other governmental authority or, in the case of the Depositary or Depositary, any of the Depositary's ’s Agents, the Registrar or Transfer Agent, by reason of any provision, present or future, of the Certificate of Incorporation or, in the case of the Company, the Depositary, any of the Depositary’s Agents, the Transfer Agent or the Authorizing Resolution or Registrar, by reason of any act acts of God God, fire, war, terrorism, floods, strikes, civil or war military disorder, work stoppage, accident, electrical outages, equipment or transmission failure, failure or malfunction of any utilities, means of communication or computer (software or hardware) services, the unavailability of the Federal Reserve Bank, or other circumstance beyond the control of the relevant party, the Depositary, any of the Depositary's Agent ’s Agents, the Transfer Agent, the Registrar or the Company shall be prevented or forbidden from or delayed in doing or performing any act or thing which that the terms of this Deposit Agreement provide shall be done or performed; nor shall the Depositary, any of the Depositary’s Agents, the Transfer Agent, the Registrar or the Company incur any liability to any holder of a Receipt by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing that the terms of this Deposit Agreement provide shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement. SECTION 5.03 Obligations of the Depositary, the Depositary’s Agents and the Registrar. Neither the Depositary nor any of the Depositary’s Agents nor the Transfer Agent or the Registrar assumes any obligation or shall be subject to any liability under this Deposit Agreement to holders of Receipts, the Company or any other Person or entity other than for its bad faith, gross negligence or willful misconduct (which bad faith, gross negligence or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction). Notwithstanding anything to the contrary contained herein, neither the Depositary, nor any of the Depositary’s Agents nor the Transfer Agent or the Registrar shall be liable for any special, indirect, incidental, consequential, punitive or exemplary losses or damages, of any kind whatsoever, to any Person, including but not limited to, lost profits, even if such Person alleged to be liable has knowledge of the possibility of such damages or been advised of the likelihood of such loss or damage and regardless of the form of action. Any liability of the Depositary, any of the Depositary’s Agents, the Transfer Agent or the Registrar under this Deposit Agreement shall be limited to the amount of annual fees paid by the Company to such Person. None of the Depositary, any of the Depositary’s Agents, the Registrar or Transfer Agent shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding with respect to the deposited Convertible Preferred Stock, Depositary Shares or Receipts that in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. None of the Depositary, any of Depositary’s Agents, the Registrar or Transfer Agent shall be liable for any action or any failure to act by it in reliance upon the advice of legal counsel or accountants, or information provided by any Person presenting Convertible Preferred Stock for deposit or any holder of a Receipt. The Depositary, any of the Depositary’s Agents, the Registrar and the Transfer Agent may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. In the event the Depositary shall receive conflicting claims, requests or instructions from any holders of Receipts, on the one hand, and the Company, on the other hand, the Depositary shall be entitled to act on such claims, requests or instructions received from the Company, and shall incur no liability and shall be entitled to the full indemnification set forth in Section 5.06 in connection with any action so taken. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the deposited Convertible Preferred Stock or for the manner or effect of any such vote made, as long as any such action or non-action does not result from bad faith, gross negligence or willful misconduct of the Depositary (which bad faith, gross negligence or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction). The Depositary undertakes, and the Registrar and the Transfer Agent shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Deposit Agreement against the Depositary or the Registrar or the Transfer Agent. The Depositary, its parents, affiliates or subsidiaries, any of the Depositary’s Agents, the Registrar or the Transfer Agent may own, buy, sell or deal in any class of securities of the Company and its affiliates and in Receipts or Depositary Shares or become pecuniarily interested in any transaction in which the Company or its affiliates may be interested or contract with or lend money to or otherwise act as fully or as freely as if it were not the Depositary, the Depositary’s Agent, the Registrar or the Transfer Agent hereunder. The Depositary, any of the Depositary’s Agents, the Registrar or the Transfer Agent may also act as transfer agent or registrar of any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates. It is intended that neither the Depositary nor any of the Depositary’s Agents shall be deemed to be an “issuer” of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any of the Depositary’s Agents are acting only in a ministerial capacity as Depositary for the deposited Convertible Preferred Stock; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. Neither the Depositary (or its officers, directors, employees, agents or affiliates) nor any of the Depositary’s Agents makes any representation or has any responsibility as to the validity of the registration statement pursuant to which the Depositary Shares are registered under the Securities Act, the deposited Convertible Preferred Stock, the Depositary Shares, the Receipts (except its countersignature thereon) or any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement. The Company agrees that it has registered the deposited Convertible Preferred Stock and the Depositary Shares in accordance with the applicable securities laws. In the event the Depositary, any of the Depositary’s Agents, the Registrar or the Transfer Agent believes any ambiguity or uncertainty exists in any notice, instruction, direction, request or other communication, paper or document received by it pursuant to this Deposit Agreement, such Person shall promptly notify the Company of the details of such alleged ambiguity or uncertainty, and may, in its sole discretion, refrain from taking any action, and such Person shall be fully protected and shall incur no liability to any Person from refraining from or for taking such action, absent bad faith, gross negligence or willful misconduct (which bad faith, gross negligence or willful misconduct must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), unless and until (i) the rights of all parties have been fully and finally adjudicated by a court of appropriate jurisdiction or (ii) such Person receives written instructions with respect to such matter signed by the Company that eliminates such ambiguity or uncertainty to the satisfaction of such Person. Whenever in the performance of its duties under this Deposit Agreement, the Depositary, any of the Depositary’s Agents, the Transfer Agent or the Registrar shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking, suffering or omitting to take any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively provided and established by a certificate signed by any one of the President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary or Assistant Secretary of the Company and delivered to the Depositary, any of the Depositary’s Agents, the Transfer Agent or the Registrar; and such certificate shall be full and complete authorization and protection to the Depositary, any of the Depositary’s Agents, the Transfer Agent or the Registrar and the Depositary, any of the Depositary’s Agents, the Transfer Agent or the Registrar shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it under the provisions of this Deposit Agreement in reliance upon such certificate. The Depositary, any of the Depositary’s Agents, the Transfer Agent or the Registrar shall not be liable for or by reason of any of the statements of fact or recitals contained in this Deposit Agreement or in the Receipts (except its countersignature thereof) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. Neither the Depositary, any of the Depositary’s Agents, the Transfer Agent nor the Registrar will be under any duty or responsibility to ensure compliance with any applicable federal or state securities laws in connection with the issuance, transfer or exchange of the Receipts, Convertible Preferred Stock or Depositary Shares. Notwithstanding anything herein to the contrary, no amendment to the Certificate of Designations shall affect the rights, duties, obligations or immunities of the Depositary, any of the Depositary’s Agents, the Transfer Agent or the Registrar hereunder. The Depositary, the Transfer Agent and the Registrar hereunder: (i) shall have no duties or obligations other than those specifically set forth herein (and no implied duties or obligations), or as may subsequently be agreed to in writing by the parties; (ii) shall have no obligation to make payment hereunder unless the Company shall have provided the necessary federal or other immediately available funds or securities or property, as the case may be, to pay in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary, the Transfer Agent or the Registrar determines to take any legal or other action hereunder, and, where the taking of such action might in such Person’s judgment subject or expose it to any expense or liability, it shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it; (iv) may rely on and shall be authorized and protected in acting or omitting to act upon any certificate, instrument, opinion, notice, letter, facsimile transmission or other document or security delivered to it and believed by it to be genuine and to have been signed by the proper party or parties, and shall have no responsibility for determining the accuracy thereof; (v) may rely on and shall be authorized and protected in acting or omitting to act upon the written, telephonic, electronic and oral instructions, with respect to any matter relating to the Depositary’s, the Transfer Agent’s or the Registrar’s actions as depositary, transfer agent or registrar covered by this Deposit Agreement (or supplementing or qualifying any such actions), of officers of the Company; (vi) may consult counsel satisfactory to it (who may be an employee of the Depositary, the Transfer Agent or the Registrar), and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in accordance with the advice of such counsel; (vii) shall not be called upon at any time to advise any Person with respect to the Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital or statement contained in any documents relating hereto or the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to its own) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations of the Company set forth in this Section 5.03 shall survive the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or any of the Depositary’s Agents or the termination of this Deposit Agreement.

The Depositary and the Company. Section 5.1 5.1. Maintenance of OfficeOffices, Agencies, Agencies and Transfer Books by the Depositary and the Registrar. (a) Upon execution of this Deposit Agreement in accordance with its terms, the . The Depositary shall maintain at its the Corporate Trust Office facilities for the execution and delivery, transfer, surrender and exchange exchange, split-up, combination and redemption of Receipts, Receipts and deposit and withdrawal of Preferred Stock and at the offices of the Depositary's Agents, if any, facilities for the delivery, transfer, surrender and exchange exchange, split-up, combination and redemption of ReceiptsReceipts and deposit and withdrawal of Preferred Stock, all in accordance with the provisions of this Deposit Agreement. (b) . The Depositary shall keep books at its the Corporate Trust Office for the registration and transfer of Receipts, which books at all reasonable times shall be open for inspection by the Record Holders record holders of Receipts, unless the Company advises the Depositary in a particular instance that such inspection is not for a proper purpose reasonably related to such Person's interest Receipts as an owner of Depositary Shares evidenced provided by the Receiptsapplicable law. The Depositary may close such books, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunder. (c) . If the Receipts or the Depositary Shares evidenced thereby or the Preferred Stock represented by such Depositary Shares shall be quoted on listed in the Nasdaq National MarketNew York Stock Exchange, Inc. or any other stock exchange, the Company Depositary may, upon consultation with the Depositaryapproval of the Company, appoint a Registrar (acceptable to the Company) for registry registration of such Receipts or Depositary Shares in accordance with the requirements of the Nasdaq National Marketsuch Exchange. Such Registrar (which may be the Depositary if so permitted by the requirements of the Nasdaq National Marketsuch Exchange) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the Company. If the Receipts of Receipts, such Depositary Shares or such Preferred Stock are listed on one or more other stock exchanges, the Depositary will, at the request and expense of the Company, arrange such facilities for the delivery, transfer, surrender surrender, redemption and exchange of such Receipts or Receipts, such Depositary Share Shares or such Preferred Stock as may be required by law or applicable stock exchange regulationregulations. Section 5.2 5.2. Prevention or Delay in Performance by the Depositary, the Depositary's Agents Agents, the Registrar or the Company. Neither the Depositary nor Depositary, any Depositary's Agent Agent, any Registrar nor the Company shall incur any liability to any holder of any Receipt, if by reason of any provision of any present or future law, law or regulation thereunder of the United States of America, America or of any other governmental authority or, in the case of the Depositary or Depositary, the Depositary's AgentAgent or the Registrar, by reason of any provision, present or future, of the Certificate Declaration of Incorporation Trust or the Authorizing Resolution Articles Supplementary or, in the case of the Company, the Depositary, the Depositary's Agent or the Registrar, by reason of any act of God or war or other circumstance beyond the control of the relevant party, the Depositary, any Depositary's Agent Agent, the Registrar or the Company shall be prevented or forbidden from or delayed in doing or performing any act or thing which that the terms of this Deposit Agreement provide shall be done or performed; nor shall the Depositary, any Depositary's Agent, any Registrar or the Company incur any liability to any holder of a Receipt by reason of any nonperformance or delay, caused as aforesaid, in the performance of any act or thing that the terms of this Deposit Agreement provide shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement. 5.3. Obligations of the Depositary, the Depositary's Agents, the Registrar and the Company. Neither the Depositary, any Depositary's Agent, any Registrar nor the Company assumes any obligation or shall be subject to any liability under this Deposit Agreement or any Receipt to holders of Receipts other than from acts or omissions arising out of conduct constituting bad faith, negligence (in the case of any action or inaction with respect to the voting of the deposited Preferred Stock), gross negligence or willful misconduct in the performance of such duties as are specifically set forth in this Deposit Agreement. Neither the Depositary, any Depositary's Agent, any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding with respect to the deposited Preferred Stock, Depositary Shares or Receipts that in its reasonable opinion may involve it in expense or liability unless indemnity reasonably satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary, any Depositary's Agent, any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information provided by any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary's Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. In the event the Depositary shall receive conflicting claims, requests or instructions from any holders of Receipts, on the one hand, and the Company, on the other hand, the Depositary shall be entitled to act on such claims, requests or instructions received from the Company, and shall be entitled to the full indemnification set forth in Section 5.6 hereof in connection with any action so taken. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the deposited Preferred Stock or for the manner or effect of any such vote made, as long as any such action or non-action is in good faith and does not result from negligence or willful misconduct of the Depositary. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Agreement against the Depositary or any Registrar. The Depositary, its parent, affiliate, or subsidiaries, any Depositary's Agent, and any Registrar may own, buy, sell or deal in any class of securities of the Company and its affiliates and in Receipts or Depositary Shares or become pecuniarily interested in any transaction in which the Company or its affiliates may be interested or contract with or lend money to or otherwise act as fully or as freely as if it were not the Depositary or the Depositary's Agent hereunder. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates. It is intended that neither the Depositary nor any Depositary's Agent shall be deemed to be an "issuer" of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent are acting only in a ministerial capacity as Depositary for the deposited Preferred Stock; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary's Agent makes any representation or has any responsibility as to the validity of the registration statement pursuant to which the Depositary Shares are registered under the Securities Act, the deposited Preferred Stock, the Depositary Shares, the Receipts (except its countersignature thereon) or any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement and for the validity of any action taken or required to be taken by the Depositary in connection with this Deposit Agreement. The Company agrees that it will register the deposited Preferred Stock and the Depositary Shares in accordance with the applicable securities laws.