Common use of Maintenance of Offices Clause in Contracts

Maintenance of Offices. Agencies and Transfer Books by the Depositary; Registrar. Upon execution of this Deposit Agreement, the Depositary shall maintain at the Depositary's office facilities for the execution and delivery, registration and registration of transfer, surrender and exchange of Receipts, and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of Receipts, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's Office for the registration and registration of transfer of Receipts, which books during normal business hours shall be open for inspection by the record holders of Receipts; provided that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be 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. The Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on one or more national securities exchanges, the Depositary will appoint a Registrar (acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with any requirements of such exchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any such 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, such Depositary Shares or such Stock are listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such Receipts, such Depositary Shares or such Stock as may be required by law or applicable securities exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such action.

Maintenance of Offices. Agencies and Transfer Books by the DepositaryDepository; Registrar; Depository’s Agents. Upon execution of this Deposit Agreement, the Depositary Depository shall maintain at the Depositary's office Depository’s Office, facilities for the execution and delivery, registration and registration of transfer, surrender and exchange of Receipts, and at the offices of the Depositary's Depository’s Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of Receipts, all in accordance with the provisions of this Deposit Agreement; provided that, to the extent provisions of this Agreement regarding transfer or registration functions performed by the Depository conflict with the terms of any transfer agency agreement between the Corporation and the Depository, the terms of such transfer agency agreement shall control. The Depositary Registrar shall keep books at the Depositary's Depository’s Office for the registration and registration of transfer of Receipts. Upon direction by the Corporation and with reasonable notice to the Registrar, which the Depository shall open its books during normal business hours shall be open for inspection by the record holders Record Holders of ReceiptsReceipts as directed by the Corporation; provided that any such holder requesting to exercise Holder shall be granted such right shall certify to by the Depositary Corporation only after certifying that such inspection shall be for a proper purpose reasonably related to such person's ’s interest as an owner of Depositary Shares evidenced by the Receipts. The Depositary Registrar 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. The Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on one or more national securities exchanges, the Depositary Depository will appoint a Registrar registrar (acceptable to the CompanyCorporation) for registration of such the Receipts or Depositary Shares in accordance with any requirements of such exchange. Such Registrar registrar (which may be the Depositary Trust Company if so permitted by the requirements of any such exchange) may be removed and a substitute registrar appointed by the Depositary Depository upon the request or with the approval of the CompanyCorporation. If the Receipts, such Depositary Shares or such Stock are listed on one or more other stock securities exchanges, the Depositary Registrar will, at the request and at the expense of the CompanyCorporation, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such the Receipts, such Depositary Shares or such Stock as may be required by law or applicable securities exchange regulation. The Depositary Depository may from time to time appoint Depositary's Depository’s Agents to act in any respect for the Depositary Depository for the purposes of this Deposit Agreement and may at any from time to time appoint additional Depositary's Depository’s Agents and vary or terminate the appointment of such Depositary's Depository’s Agents. The Depositary , provided that the Depository will notify the Company Corporation of any such actionappointment or variation or termination of such appointment.

Maintenance of Offices. Agencies and Transfer Books by the Depositary; Registrar. Upon execution of this Deposit Agreement, the Depositary shall maintain at the Depositary's office Office facilities for the execution and delivery, registration and registration of transfer, surrender and exchange of Receipts, and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of Receipts, all in accordance with the provisions of this Deposit Agreement, provided that, to the extent provisions of this Deposit Agreement regarding transfer or registrar functions of the Depositary conflict with the terms of any transfer agency agreement into which the Company and the Depositary may enter, the transfer agency agreement shall control. The Depositary shall keep books at the Depositary's Office for the registration and registration of transfer of Receipts, which books during normal business hours shall be open for inspection by the record holders of Receipts; provided that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be for a proper purpose reasonably related to such person's interest as an owner of Depositary Shares evidenced by the Receipts. Books kept hereunder by the Depositary may be maintained in electronic form. 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. The Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on one or more national securities exchanges, the Depositary will appoint a Registrar (acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with any requirements of such exchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any such 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, such Depositary Shares or such Stock are is listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such Receipts, such Depositary Shares or such Stock as may be required by law or applicable securities exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such action.

Maintenance of Offices. Agencies and Transfer Books by the Depositary; Registrar. Upon execution of this Deposit Agreement, the Depositary shall maintain at the Depositary's office Office facilities for the execution and delivery, registration and registration of transfer, surrender and exchange of Receipts, and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of Receipts, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's Office for the registration and registration of transfer of Receipts, which books during normal business hours shall be open for inspection by the record holders of Receipts; provided that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be 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. The Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on one or more national securities exchanges, the Depositary will appoint a Registrar (acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with any requirements of such exchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any such 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, such Depositary Shares or such Stock are is listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such Receipts, such Depositary Shares or such Stock as may be required by law or applicable securities exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such action.

Maintenance of Offices. Agencies and Transfer Books by the Depositary; Registrar. Upon execution of this Deposit Agreement, the Depositary shall maintain at the Depositary's office Office, facilities for the execution and delivery, registration and registration of transfer, surrender and exchange of Receipts, and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of Receipts, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's Office for the registration and registration of transfer of Receipts, which books during normal business hours at all reasonable times shall be open for inspection by the record holders of Receipts; provided , provided, that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be for a proper purpose reasonably related to such person's interest as an owner 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. The If the Receipts or the Depositary Shares evidenced thereby or the Stock underlying such Depositary Shares shall be listed on the New York Stock Exchange, the Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on one or more national securities exchanges, the Depositary will appoint a Registrar (acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with any requirements of such exchangeExchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchangeExchange) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the Company. If the Receipts, such Depositary Shares or such Stock are listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such Receipts, such Depositary Shares or such Stock as may be required by law or applicable securities stock exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such action.

Maintenance of Offices. Agencies and Agencies, Transfer Books by the Depositary; the Registrar. Upon execution of this Deposit AgreementAgreement in accordance with its terms, the Depositary shall maintain (i) at the Depositary's office New York Office facilities for the execution and delivery, registration and registration, registration of transfer, surrender and exchange, split-up, combination, redemption, exchange and conversion of Receipts, Receipts and deposit and withdrawal of Stock and (ii) at the Corporate Office and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration, registration of transfer, surrender and exchange, split-up, combination, conversion, exchange and redemption of ReceiptsReceipts and deposit and withdrawal of Stock, all in accordance with the provisions of this Deposit Agreement. The Depositary Depositary, acting as transfer agent and Registrar, shall keep books at the Depositary's Corporate Office for the registration and registration of transfer of Receipts, which books during normal business hours at all reasonable times shall be open for inspection by the record holders of Receipts; provided that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be for a proper purpose reasonably related to such person's interest as an owner of Depositary Shares evidenced by Shares. The Depositary shall consult with the ReceiptsCompany upon receipt of any request for inspection. 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. The Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on one or more national securities stock exchanges, the Depositary will shall, with the approval of the Company, appoint a Registrar (acceptable to the Company) for registration registry of such Receipts or Depositary Shares in accordance with any the requirements of such exchangeexchange or exchanges. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchangeexchange or exchanges) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the Company. If In addition, if the Receipts, such Depositary Shares or such Stock are listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange exchange, split-up, combination, redemption or conversion of such Receipts, such Depositary Shares or such Stock as may be required by law or applicable securities stock exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such actionregulations.

Maintenance of Offices. Agencies and Agencies, Transfer Books by the Depositary; , the Registrar. Upon execution of this Deposit AgreementAgreement in accordance with its terms, the Depositary shall maintain (i) at the Depositary's office Office, facilities for the execution and delivery, registration and registration of transfer, surrender and exchange exchange, split-up and combination of Receipts, Receipts and deposit and withdrawal of Preferred Stock and (ii) at the offices of the Depositary's Agents, if any, facilities for the delivery, registration of 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. The Depositary shall keep books at the Depositary's Office for the registration and registration of transfer of Receipts, which books during normal business hours shall be open for inspection by the record holders of Receipts; , as provided that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be for a proper purpose reasonably related to such person's interest as an owner of Depositary Shares evidenced by applicable law, and by the ReceiptsCompany. The Depositary shall consult with the Company upon receipt of any request for inspection. 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. The If the Receipts or the Depositary Shares evidenced thereby or the Preferred Stock represented by such Depositary Shares shall be listed on the Nasdaq National Market, the Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on one or more national securities exchanges, the Depositary will appoint a Registrar (acceptable to the Company) for registration registry of such Receipts or Depositary Shares in accordance with any the requirements of such exchangethe Nasdaq National Market. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchangethe 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, such Depositary Shares or such Preferred Stock are listed on one or more other stock exchanges, the Depositary Company will, at with the request and at assistance or the expense of the CompanyDepositary, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such Receipts, such Depositary Shares or such Preferred Stock as may be required by law or applicable securities stock exchange regulationregulations. The Depositary may from time to time appoint Section 5.2. Prevention of or Delay in Performance by the Depositary, the Depositary's Agents to act in any respect for or the Company. Neither the Depositary for the purposes of this Deposit Agreement and may at nor any time appoint additional Depositary's Agents and vary Agent nor the Company shall incur any liability to any holder of any Receipt if, by reason of any provision of any present or terminate future law or regulation thereunder of the appointment United States of such America or of any other governmental authority or, in the case of the Depositary or any Depositary's Agents. The Agent, by reason of any provision, present or future, of the Certificate of Incorporation or the Certificate of Designations or, in the case of the Company, the Depositary will notify or any 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 of shall be prevented or forbidden from doing or performing any such action.act or thing 14

Maintenance of Offices. Agencies and Transfer Books by the Depositary; Registrar. Upon execution of this Deposit Agreement, the Depositary shall maintain at the Depositary's office facilities for the execution and delivery, registration and registration of transfer, surrender and exchange of Receipts, and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of Receipts, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's Office for the registration and registration of transfer of Receipts, which books during normal business hours shall be open for inspection by the record holders of Receipts; provided that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be 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. The Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on one or more national securities exchanges, the Depositary will appoint a Registrar (acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with any requirements of such exchange. Such Registrar Xxxxxxxxx (which may be the Depositary if so permitted by the requirements of any such 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, such Depositary Shares or such Stock are listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such Receipts, such Depositary Shares or such Stock as may be required by law or applicable securities exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such action.

Maintenance of Offices. Agencies and Transfer Books by the Depositary; Registrar. Upon execution of this Deposit Agreement, the Depositary shall maintain at the Depositary's office Office facilities for the execution and delivery, registration and registration of transfer, surrender and exchange of Receipts, and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of Receipts, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's Office for the registration and registration of transfer of Receipts, which books during normal business hours shall be open for inspection by the record holders of Receipts; provided that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be 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. The Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary De- positary Shares shall be listed on one or more national securities exchanges, the Depositary will appoint a Registrar (acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with any requirements of such exchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any such 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, such Depositary Shares or such Stock are is listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such Receipts, such Depositary Shares or such Stock as may be required by law or applicable securities exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such action.

Maintenance of Offices. Agencies and Transfer Books by the Depositary; Registrar. Upon execution of this Deposit Agreement, the Depositary shall maintain at the Depositary's office Office, or at the Registrar's office, at which the Depositary shall have complete access to all books and records maintained on the Company's behalf, facilities for the execution and delivery, registration and registration of transfer, surrender and exchange of Receipts, and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of Receipts, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's Office for the registration and registration of transfer of Receipts, which books during normal business hours at all reasonable times shall be open for inspection by the record holders of Receipts; provided provided, that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be 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. The Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on one or more national securities exchangesthe New York Stock Exchange, the Depositary will appoint a Registrar (acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with any requirements of such exchangeExchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchangeExchange) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the Company. If the Receipts, such Depositary Shares or such Stock are listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such Receipts, such Depositary Shares or such Stock as may be required by law or applicable securities stock exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such action.

Maintenance of Offices. Agencies and Agencies, Transfer Books by the Depositary; the Registrar. Upon execution of this Deposit AgreementAgreement in accordance with its terms, the Depositary shall maintain at the Depositary's office Corporate Office facilities for the execution and delivery, registration and registration of transfer, surrender and exchange exchange, split-up and combination of Receipts, Receipts and the deposit and withdrawal of Stock and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange exchange, split-up, combination and redemption of ReceiptsReceipts and the deposit and withdrawal of Stock, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's Corporate Office for the registration and registration of transfer of Receipts, which books during normal business hours at all reasonable times shall be open for inspection by the record holders of Receipts; provided that any such holder requesting to exercise such right shall certify Receipts as and to the extent provided by applicable law. The Depositary that such inspection shall be consult with the Company 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. The Depositary mayshall make available for inspection by holders of Receipts at the Corporate Office and at such other places as it may from time to time deem advisable during normal business hours any reports and communications received from the Company that are both received by the Depositary as the holder of Stock and made generally available to the holders of Stock. Promptly upon request from time to time by the Company and at the Company's sole expense, with the approval Depositary shall furnish to it a list, as of a recent date, of the Companynames, appoint a Registrar for registration addresses and holdings of Adjustable Rate Depositary Shares of all persons in whose names Receipts are registered on the books of the Receipts or the Depositary Shares evidenced therebyDepositary. If the Receipts or the Adjustable Rate Depositary Shares evidenced thereby or the Stock represented by such Adjustable Rate Depositary Shares shall be listed on one or more national securities exchangesthe New York Stock Exchange, Inc., the Depositary will shall, if directed by the Company, appoint a Registrar (acceptable to the Company) for registration registry of such Receipts or Adjustable Rate Depositary Shares in accordance with any the requirements of such exchangeExchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchangeExchange) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the Company. If the Receipts, such Adjustable Rate Depositary Shares or such Stock are listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such Receipts, such Adjustable Rate Depositary Shares or such Stock as may be required by law or applicable securities stock exchange regulationregulations. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such actionSECTION 5.02.

Maintenance of Offices. Agencies and Transfer Books by the Depositary; Registrar. Upon execution of this Deposit Agreement, the Depositary shall maintain at the Depositary's office Offices, or at any Registrar's Office, at which the Depositary shall have complete access to all books and records maintained on the Company's behalf, facilities for the execution and delivery, surrender and exchange of Receipts and the registration and registration of transfer, surrender and exchange transfer of ReceiptsDepositary Shares, and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of ReceiptsReceipts and the registration of transfer of Depositary Shares, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's Office for the registration and registration of transfer of ReceiptsDepositary Shares, which books during normal business hours at all reasonable times shall be open for inspection by the record holders Record Holders of ReceiptsDepositary Shares; provided provided, that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be for a proper purpose reasonably related to such person's interest as an owner of Depositary Shares evidenced by the ReceiptsShares. 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. The If the Receipts or the Depositary Shares evidenced thereby or the Stock underlying such Depositary Shares shall be listed on the New York Stock Exchange, the Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on one or more national securities exchanges, the Depositary will appoint a Registrar (acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with any requirements of such exchangeExchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchangeExchange) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the Company. If the Receipts, such Depositary Shares or such Stock are listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such Receipts, such Depositary Shares or such Stock as may be required by law or applicable securities stock exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such action.

Maintenance of Offices. Agencies and Transfer Books by ------------------------------------------------------ the Depositary; Registrar. Upon execution of this Deposit Agreement, the ------------------------- Depositary shall maintain establish, and thereafter it shall maintain, at the Depositary's office Office, facilities for the execution and delivery, registration and or registration of transfer, split-up, combination, redemption, surrender and or exchange of Receipts, and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration or registration of transfer, split-up, combination, redemption, surrender and or exchange of Receipts, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's Office for the registration and or registration of transfer transfer, split-up, combination, redemption, surrender or exchange of Receipts, which books during normal business hours at all reasonable times shall be open for inspection by the record holders of Receipts; provided that any such -------- holder requesting to exercise such right shall certify to the Depositary that such inspection shall be 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. The Depositary may, with the approval of the CompanyCorporation, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on one or more national securities exchangesthe New York Stock Exchange, the Depositary will appoint a Registrar (acceptable to the CompanyCorporation) for registration of such Receipts receipts or Depositary Shares in accordance with any requirements of such exchangeExchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any such 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, such Depositary Shares or such Stock are listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such Receipts, such Depositary Shares or such Stock as may be required by law or applicable securities exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such action.be

Maintenance of Offices. Agencies and Transfer Books by the Depositary; Depositary and the Registrar. Upon execution of this Deposit Agreement, the The Depositary shall maintain at the Depositary's office Corporate Office facilities for the execution and delivery, registration and registration of transfer, surrender and exchange exchange, split-up, combination and redemption of Receipts, Receipts and deposit and withdrawal of Series D Preferred Shares and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange exchange, split-up, combination and redemption of ReceiptsReceipts and deposit and withdrawal of Series D Preferred Shares, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's Corporate Office for the registration and registration of transfer of Receipts, which books during normal business hours at all reasonable times shall be open for inspection by the record holders of Receipts; Receipts as provided that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be for a proper purpose reasonably related to such person's interest as an owner of Depositary Shares evidenced 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. The Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock Series D Preferred Shares represented by such Depositary Shares shall be listed on one the New York Stock Exchange, Inc. or more national securities exchangesany other stock exchange, the Depositary will may, with the approval of the Company, appoint a Registrar (acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with any the requirements of such exchangeExchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchangeExchange) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the Company. If the Receipts, such Depositary Shares or such Stock Series D Preferred Shares are listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender surrender, redemption and exchange of such Receipts, such Depositary Shares or such Stock Series D Preferred Shares as may be required by law or applicable securities stock exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such actionregulations.

Maintenance of Offices. Agencies and Agencies, Transfer Books by the Depositary; the Registrar. Upon execution of this Deposit AgreementAgreement in accordance with its terms, the Depositary shall maintain (i) at the Depositary's office Corporate Office facilities for the execution and delivery, registration and registration, registration of transfer, surrender surrender, split-up, combination and exchange redemption of ReceiptsReceipts and deposit and withdrawal of Stock, and (ii) at the offices of the Depositary's Agents, if any, facilities for the delivery, registration, registration of transfer, surrender surrender, split-up, combination, and exchange redemption of ReceiptsReceipts and deposit and withdrawal of Stock, all in accordance with the provisions of this Deposit Agreement. The Depositary Depositary, acting as transfer agent and Registrar, shall keep books at the Depositary's Corporate Office for the registration and registration of transfer of Receipts, which books during normal business hours at all reasonable times shall be open for inspection by the record holders of Receipts; provided that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be for a proper purpose reasonably related to such person's interest as an owner of Depositary Shares evidenced by Shares. The Depositary shall consult with the ReceiptsCompany upon receipt of any request for inspection. 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. The Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on one or more national securities stock exchanges, the Depositary will shall, with the approval of the Company, appoint a Registrar (acceptable to the Company) for registration registry of such Receipts or Depositary Shares in accordance with any the requirements of such exchangeexchange or exchanges. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchangeexchange or exchanges) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the Company. If In addition, if the Receipts, such Depositary Shares or such Stock are listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange surrender, split-up, combination or redemption of such Receipts, such Depositary Shares or such Stock as may be required by law or applicable securities stock exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such actionregulations.

Maintenance of Offices. Agencies and Transfer Books by ------------------------------------------------------ the Depositary; Registrar. Upon execution of this Deposit Agreement, the ------------------------- Depositary shall maintain at the Depositary's office Offices or at any Registrar's Office, facilities for the execution and delivery, surrender and exchange of Receipts and the registration and registration of transfer, surrender and exchange transfer of Receipts, Depositary Shares and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of ReceiptsReceipts and the registration of transfer of Depositary Shares, all in accordance with the provisions of this Deposit Agreement. The Depositary shall have complete access to all books and records maintained on the Company's behalf at such Depositary's Offices or at such Registrar's Offices. The Depositary shall keep books at the Depositary's Office for the registration and registration of transfer of ReceiptsDepositary Shares, which books during normal business hours at all reasonable times shall be open for inspection by the record holders Record Holders of ReceiptsDepositary Shares; provided provided, that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be for a proper purpose reasonably related to such person's interest as an owner of Depositary Shares evidenced by the ReceiptsShares. 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. The If the Receipts or the Depositary Shares evidenced thereby or the Stock underlying such Depositary Shares shall be listed on the New York Stock Exchange, the Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on one or more national securities exchanges, the Depositary will appoint a Registrar (acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with any requirements of such exchangeExchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchangeExchange) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the Company. If the such Receipts, such Depositary Shares or such Stock are listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such Receipts, such Depositary Shares or such Stock as may be required by law or applicable securities stock exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such action.

Maintenance of Offices. Agencies and Transfer Books by the Depositary; Registrar. Upon execution of this Deposit Agreement, the Depositary shall maintain at the Depositary's office Offices, or at any Registrar's Office, at which the Depositary shall have complete access to all books and records maintained on the Company's behalf, facilities for the execution and delivery, surrender and exchange of Receipts and the registration and registration of transfer, surrender and exchange transfer of ReceiptsDepositary Shares, and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of ReceiptsReceipts and the registration of transfer of Depositary Shares, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's Office for the registration and registration of transfer of ReceiptsDepositary Shares, which books during normal business hours at all reasonable times shall be open for inspection by the record holders of Receipts; provided that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be for a proper purpose reasonably related to such person's interest as an owner Record Holders of Depositary Shares evidenced by the ReceiptsShares. 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. The Depositary shall make available for inspection by holders of Receipts at the Depositary's Office and at such other places as it may from time to time deem advisable during normal business hours any reports and communications received from the Company that are both received by the Depositary as the holder of Stock and made generally available to the holders of Stock. If the Receipts or the Depositary Shares evidenced thereby or the Stock underlying such Depositary Shares shall be listed on the New York Stock Exchange, the Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on one or more national securities exchanges, the Depositary will appoint a Registrar (acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with any requirements of such exchangeExchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchangeExchange) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the Company. If the Receipts, such Depositary Shares or such Stock are listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such Receipts, such Depositary Shares or such Stock as may be required by law or applicable securities stock exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such action.

Maintenance of Offices. Agencies and Transfer Books by the Depositary; ---------------------------------------------------------- Depositary and the Registrar. Upon execution of this Deposit Agreement, the The Depositary shall maintain (i) at the Depositary's office New York ---------------------------- Office facilities for the execution and delivery, registration and registration of transfer, surrender and exchange exchange, split-up, combination[, exchange] [, conversion] [, repurchase] and redemption of Receipts (and payment of amounts due upon such redemption[ or repurchase]) and for other payments and distributions in respect of the Depositary Shares and the Receipts, and deposit and withdrawal of Preferred Stock and (ii) at the Corporate Office and at the offices of the Depositary's Agents, if any, facilities for the execution and delivery, registration of transfer, surrender and exchange exchange, split-up, combination and redemption of ReceiptsReceipts (and payment of amounts due upon such redemption) and for other payments and distributions in respect of the Depositary Shares and the Receipts and deposit and withdrawal of Preferred Stock, all in accordance with the provisions of this Deposit Agreement. Without limitation to the foregoing provisions of this Section 5.1, the Company shall at all times maintain a paying agent, Transfer Agent and Registrar for the Receipts and the Preferred Stock in the Borough of Manhattan, The City of New York. The Depositary shall keep books at the Depositary's Corporate Office for the registration and registration of transfer of Receipts, which books during normal business hours at all reasonable times shall be open for inspection by the record holders of Receipts; provided that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be 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. The Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Preferred Stock represented by such Depositary Shares shall be listed on one the New York Stock Exchange, Inc. or more national securities exchangesany other stock exchange, the Depositary will shall, with the approval of the Company, appoint a Registrar (acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with any the requirements of such exchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchange) may be removed and a substitute registrar Registrar appointed by the Depositary upon the request or with the approval of the Company. If the Receipts, such Depositary Shares or such Preferred Stock are listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender surrender, redemption, purchase and exchange of such Receipts, such Depositary Shares or such Preferred Stock as may be required by law or applicable securities stock exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such actionregulations.

Maintenance of Offices. Agencies and Transfer Books by the Depositary; Depositary and the Registrar. Upon execution of this Deposit Agreement, the The Depositary shall maintain at the Depositary's office Corporate Office facilities for the execution and delivery, registration and registration of transfer, surrender and exchange exchange, split-up, combination and redemption of Receipts, Receipts and deposit and withdrawal of Preferred Shares and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange exchange, split-up, combination and redemption of ReceiptsReceipts and deposit and withdrawal of Preferred Shares, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's Corporate Office for the registration and registration of transfer of Receipts, which books during normal business hours books, at all reasonable times, shall be open for inspection by the record holders of Receipts; Receipts as provided that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be for a proper purpose reasonably related to such person's interest as an owner of Depositary Shares evidenced 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. The Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock Preferred Shares represented by such Depositary Shares shall be listed on one the New York Stock Exchange, Inc. or more national securities exchangesany other stock exchange, the Depositary will may, with the approval of the Company, appoint a Registrar (acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with any the requirements of such exchangeExchange. Such Registrar (which may be the Depositary Depositary, if so permitted by the requirements of any such exchangeExchange) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the Company. If the Receipts, such Depositary Shares or such Stock Preferred Shares are listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender surrender, redemption and exchange of such Receipts, such Depositary Shares or such Stock Preferred Shares as may be required by law or applicable securities stock exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such actionregulations.

Maintenance of Offices. Agencies and Transfer Books by the DepositaryAGENCIES AND TRANSFER BOOKS BY THE DEPOSITARY; RegistrarREGISTRAR. Upon execution of this Deposit Agreement, the Depositary shall maintain at the Depositary's office Offices, or at any Registrar's Office, at which the Depositary shall have complete access to all books and records maintained on the Company's behalf, facilities for the execution and delivery, surrender and exchange of Receipts and the registration and registration of transfer, surrender and exchange transfer of ReceiptsDepositary Shares, and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of ReceiptsReceipts and the registration of transfer of Depositary Shares, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's Office for the registration and registration of transfer of ReceiptsDepositary Shares, which books during normal business hours at all reasonable times shall be open for inspection by the record holders Record Holders of ReceiptsDepositary Shares; provided provided, that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be for a proper purpose reasonably related to such person's interest as an owner of Depositary Shares evidenced by the ReceiptsShares. 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. The If the Receipts or the Depositary Shares evidenced thereby or the Stock underlying such Depositary Shares shall be listed on the New York Stock Exchange, the Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on one or more national securities exchanges, the Depositary will appoint a Registrar (acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with any requirements of such exchangeExchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchangeExchange) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the Company. If the Receipts, such Depositary Shares or such Stock are listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such Receipts, such Depositary Shares or such Stock as may be required by law or applicable securities stock exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such action.

Maintenance of Offices. Agencies and Agencies, Transfer Books by the ------------------------------------------------------- Depositary; the Registrar. Upon execution of this Deposit AgreementAgreement in ------------------------- accordance with its terms, the Depositary shall maintain (a) at the Depositary's office New York Office facilities for the execution and delivery, registration and registration, registration of transfer, surrender and exchange exchange, split-up, combination, redemption and conversion of Receipts, Receipts and deposit and withdrawal of Stock and (b) at the Corporate Office and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration, registration of transfer, surrender and exchange exchange, split-up, combination, conversion and redemption of ReceiptsReceipts and deposit and withdrawal of Stock, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's Corporate Office for the registration and registration of transfer of Receipts, which books during normal business hours at all reasonable times shall be open for inspection by the record holders of Receipts; provided provided, however, that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be for a proper purpose reasonably related to such person's interest as an owner of Depositary Shares evidenced by Shares. The Depositary shall consult with the ReceiptsCompany upon receipt of any request for inspection. 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. The Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on one or more national securities stock exchanges, the Depositary will shall, with the approval of the Company, appoint a Registrar (acceptable to the Company) for registration registry of such Receipts or Depositary Shares in accordance with any the requirements of such exchangeexchange or exchanges. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchangeexchange or exchanges) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the Company. If In addition, if the Receipts, such Depositary Shares or such Stock are listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange exchange, split- up, combination, redemption or conversion of such Receipts, such Depositary Shares or such Stock as may be required by law or applicable securities stock exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such actionregulations.

Maintenance of Offices. Agencies and Transfer Books by the ---------------------------------------------------------- Depositary; Registrar. Upon execution of this Deposit Agreement, the Depositary --------------------- shall maintain at the Depositary's office Office, facilities for the execution and delivery, registration and registration of transfer, surrender and exchange of Receipts, and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of Receipts, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's Office for the registration and registration of transfer of Receipts, which books during normal business hours at all reasonable times shall be open for inspection by the record holders of Receipts; provided that any such holder requesting to exercise such right shall certify to -------- the Depositary that such inspection shall be for a proper purpose reasonably related to such person's interest as an owner of Depositary Shares evidenced by the ReceiptsReceipt. 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. The Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on one or more national securities stock exchanges, the Depositary will appoint a Registrar (acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with any requirements of such exchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any such 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, such Depositary Shares or such Stock are listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such Receipts, such Depositary Depasitary Shares or such Stock as may be required by law or applicable securities stock exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such action.

Maintenance of Offices. Agencies and Transfer Books by the Depositary; Depositary and the Registrar. Upon execution of this Deposit Agreement, the The Depositary shall maintain at the Depositary's office Corporate Office facilities for the execution and delivery, registration and registration of transfer, surrender and exchange exchange, split-up, combination, redemption and conversion of Receipts, Receipts and withdrawal of shares of Class D Preferred Stock and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange exchange, split-up, combination, redemption and conversion of ReceiptsReceipts and withdrawal of shares of Class D Preferred Stock, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's Corporate Office for the registration and registration of transfer of Receipts, which books during normal business hours shall be open for inspection at all reasonable times by the record holders Holders of Receipts; Receipts as provided that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be for a proper purpose reasonably related to such person's interest as an owner of Depositary Shares evidenced 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. The Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the shares of Class D Preferred Stock represented by such Depositary Shares shall be listed on one the NYSE or more national securities exchangesany other stock exchange, the Depositary will may, with the approval of the Company, appoint a Registrar (acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with any the requirements of such exchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any such 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, such Depositary Shares or such shares of Class D Preferred Stock are listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange with such facilities for the delivery, registration, registration of transfer, surrender surrender, redemption, exchange and exchange conversion of such Receipts, such Depositary Shares or such shares of Class D Preferred Stock as may be required by law or applicable securities stock exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such actionregulations.

Maintenance of Offices. Agencies and ------------------------------------ Transfer Books by the Depositary; Registrar. Upon execution ------------------------------------------- of this Deposit Agreement, the Depositary shall maintain maintain, at the Depositary's office Office, facilities for the execution and delivery, registration and registration of transfer, surrender and exchange of Receipts, and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of Receipts, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's Office for the registration and registration of transfer of Receipts, which books during normal business hours shall be open for inspection by the record holders of Receipts; provided that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be 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. The Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on one or more national securities stock exchanges, the Depositary will appoint a Registrar (acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with any requirements of such exchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchange) may be removed and a substitute registrar Registrar appointed by the Depositary upon the request or with the approval of the Company. If the Receipts, such Depositary Shares or such Stock are listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such Receipts, such Depositary Shares or such Stock as may be required by any applicable law or applicable securities regulation of any govern- ment, governmental body or commission, stock exchange regulationor the NASD. The Registrar shall maintain books at the Depositary's Office for the registration and registration of transfer of Receipts or at such other place as shall be approved by the Company and of which the holders of Receipts shall have reasonable notice, which books at all reasonable times during normal business hours shall be open for inspection by the record holders of Receipts; provided, that -------- any such holder requesting to exercise such right shall certify in writing to the Registrar that such inspection shall be for a proper purpose reasonably related to such person's interest as an owner of Depositary Shares evidenced by the Receipts. The Depositary may cause the Registrar to close the books with respect to the Receipts, at any time or from time to time appoint time, when the register of stockholders of the Company is closed with respect to the Stock or when such action is deemed necessary or advisable by the Depositary, any Depositary's Agents to act in Agent or the Company because of any respect for the Depositary for the purposes requirement of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary Agreement, of law or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such actiongovernment, governmental body or commission, stock exchange or any applicable self- regulatory body, including the NASD.

Maintenance of Offices. Agencies and Transfer Books by the Depositary; Registrar. Upon execution of this Deposit Agreement, the Depositary shall maintain at the Depositary's office ’s Office, facilities for the execution and delivery, registration and registration of transfer, surrender and exchange of Receipts, and at the offices of the Depositary's ’s Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of Receipts, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's ’s Office for the registration and registration of transfer of Receipts. Upon direction from the Corporation and with reasonable notice to the Depositary, which the Registrar shall open its books during normal business hours shall be open for inspection by the record holders Record Holders of Receipts; provided that any such holder Record Holder requesting to exercise such right shall certify to the Depositary that such inspection shall be for a proper purpose reasonably related to such person's Person’s interest as an owner of Depositary Shares evidenced by the Receipts. The Depositary or Registrar may close such books, at any time or from time to time, when deemed expedient necessary or advisable by it in connection with the performance of its duties hereunder. The Depositary mayDepositary, with the approval of the CompanyRegistrar, appoint a Registrar for registration of the Receipts any Depositary’s Agent or the Depositary Shares evidenced therebyCorporation because of any requirement of law or of any government, governmental body or commission, stock exchange or any applicable self-regulatory body. If the Receipts or the Depositary Shares evidenced thereby or the Series F Preferred Stock represented by such Depositary Shares shall be listed on one or more national securities exchanges, the Depositary will may, with the written approval of the Corporation, appoint a Registrar (acceptable to the CompanyCorporation) for registration of such the Receipts or Depositary Shares in accordance with any requirements of such exchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchange) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the CompanyCorporation. If the Receipts, such Depositary Shares or such the Series F Preferred Stock are listed on one or more other stock securities exchanges, the Depositary will, at the written request and at the expense of the CompanyCorporation, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such Receipts, such Depositary Shares or such Series F Preferred Stock as may be required by law or applicable securities exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such action.

Maintenance of Offices. Agencies and Transfer Books by the Depositary; Depositary and the Registrar. Upon execution of this Deposit Agreement, the The Depositary shall maintain at the Depositary's office Corporate Office facilities for the execution and delivery, registration and registration of transfer, surrender and exchange exchange, split-up, combination and redemption of Receipts, Receipts and deposit and withdrawal of Preferred Shares and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange exchange, split- up, combination and redemption of ReceiptsReceipts and deposit and withdrawal of Preferred Shares, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's Corporate Office for the registration and registration of transfer of Receipts, which books during normal business hours at all reasonable times shall be open for inspection by the record holders of Receipts; Receipts as provided that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be for a proper purpose reasonably related to such person's interest as an owner of Depositary Shares evidenced by the Receiptsapplicable law. The Depositary may close such books, books at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunder. The Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock Preferred Shares represented by such Depositary Shares shall be listed in the New York Stock Exchange, Inc. on one or more national securities exchangesany other stock exchange, the Depositary will may, with the approval of the Company, appoint a Registrar (acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with any the requirements of such exchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any such 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, such Depositary Shares or such Stock Preferred Shares are listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registrationtransfer surrender, registration of transfer, surrender redemption and exchange of such Receipts, such Depositary Shares or such Stock Preferred Shares as may be required by law or applicable securities stock exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such actionregulations.

Maintenance of Offices. Agencies and Transfer Books by the DepositaryAGENCIES AND TRANSFER BOOKS BY THE DEPOSITARY; RegistrarREGISTRAR. Upon execution of this Deposit Agreement, the Depositary shall maintain establish, and thereafter it shall maintain, at the Depositary's office Office, facilities for the execution and delivery, registration and or registration of transfer, split-up, combination, redemption, surrender and or exchange of Receipts, and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration or registration of transfer, split-up, combination, redemption, surrender and or exchange of Receipts, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's Office for the registration and or registration of transfer transfer, split-up, combination, redemption, surrender or exchange of Receipts, which books during normal business hours at all reasonable times shall be open for inspection by the record holders of Receipts; provided PROVIDED that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be 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 hereunderhereunder . The Depositary may, with the approval of the CompanyCorporation, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on one or more national securities exchangesthe New York Stock Exchange, the Depositary will appoint a Registrar (acceptable to the CompanyCorporation) for registration of such Receipts receipts or Depositary Shares in accordance with any requirements of such exchangeExchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any such 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, such Depositary Shares or such Stock are listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such Receipts, such Depositary Shares or such Stock as may be required by law or applicable securities exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such action.be

Maintenance of Offices. Agencies and Agencies, Transfer Books by the Depositary; the Registrar. Upon execution of this Deposit AgreementAgreement in accordance with its terms, the Depositary shall maintain (i) at the Depositary's office New York Office facilities for the execution and delivery, registration and registration, registration of transfer, surrender surrender, split-up, combination and exchange redemption of Receipts, Receipts and deposit and withdrawal of Stock and (ii) at the Corporate Office and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration, registration of transfer, surrender surrender, split-up, combination, and exchange redemption of ReceiptsReceipts and deposit and withdrawal of Stock, all in accordance with the provisions of this Deposit Agreement. The Depositary Depositary, acting as transfer agent and Registrar, shall keep books at the Depositary's Corporate Office for the registration and registration of transfer of Receipts, which books during normal business hours at all reasonable times shall be open for inspection by the record holders of Receipts; provided that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be for a proper purpose reasonably related to such person's interest as an owner of Depositary Shares evidenced by Shares. The Depositary shall consult with the ReceiptsCompany upon receipt of any request for inspection. 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. The If the Receipts or the Depositary mayShares evidenced thereby or the stock represented by such Depositary Shares shall be listed on one or more stock exchanges, the Depositary shall, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on one or more national securities exchanges, the Depositary will appoint a Registrar (acceptable to the Company) for registration registry of such Receipts or Depositary Shares in accordance with any the requirements of such exchangeexchange or exchanges. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchangeexchange or exchanges) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the Company. If In addition, if the Receipts, such Depositary Shares or such Stock are listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange surrender, split-up, combination or redemption of such Receipts, such Depositary Shares or such Stock as may be required by law or applicable securities stock exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such actionregulations.

Maintenance of Offices. Agencies and Transfer Books by the Depositary; Registrar. Upon execution Until termination of this Deposit AgreementAgreement in accordance with its terms, the Depositary shall maintain at the Depositary's office Corporate Trust Office in New York City and at the Principal Office in London, facilities for the execution and delivery, registration and registration of transfer, interchange and surrender and exchange of Receipts, and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of Receipts, Receipts all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books records at the Depositary's Corporate Trust Office in New York City, or at such other location in The City of New York as it shall determine, for the registration and registration of transfer of Receipts, American Depositary Receipts which books during normal business hours at all reasonable times shall be open for inspection by the record holders of Receipts; American Depositary Receipts and by the Company, provided that any such inspection by a holder requesting to exercise such right shall certify to the Depositary that such inspection shall not be for the purpose of communicating with holders of American Depositary Receipts in the interest of a proper purpose reasonably business or object other than the business of the Company or a matter related to such person's interest as an owner of this Deposit Agreement or the American Depositary Shares evidenced by the Receipts. The Depositary may close such booksrecords, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunder. The If the American Depositary mayReceipts or the Depositary Shares evidenced thereby shall be listed on the New York Stock Exchange, the Depositary shall act as Registrar or, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on one or more national securities exchanges, the Depositary will appoint a Registrar (acceptable to the Company) for registration registry of such Receipts or Depositary Shares in accordance with any requirements of such exchangeExchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any such 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, such Receipts or the Depositary Shares or such Stock are listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange for such facilities for the delivery, registration, registration interchange and surrender of transfer, surrender and exchange of such Receipts, such Depositary Shares or such Stock Receipts as may be required by law or applicable securities stock exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such action.

Maintenance of Offices. Agencies and Transfer Books by the Depositary; Depositary and the Registrar. Upon execution of this Deposit Agreement, the The Depositary shall maintain at the Depositary's office Corporate Office facilities for the execution and delivery, registration and registration of transfer, surrender and exchange exchange, split-up, combination and redemption of Receipts, Receipts and deposit and withdrawal of Preferred Shares and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange exchange, split-up, combination and redemption of ReceiptsReceipts and deposit and withdrawal of Preferred Shares, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's Corporate Office for the registration and registration of transfer of Receipts, which books during normal business hours at all reasonable times shall be open for inspection by the record holders of Receipts; Receipts as provided that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be for a proper purpose reasonably related to such person's interest as an owner of Depositary Shares evidenced by the Receiptsapplicable law. The Depositary may close such books, books at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunder. The Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock Preferred Shares represented by such Depositary Shares shall be listed in the New York Stock Exchange, Inc. on one or more national securities exchangesany other stock exchange, the Depositary will may, with the approval of the Company, appoint a Registrar (acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with any the requirements of such exchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any such 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, such Depositary Shares or such Stock Preferred Shares are listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registrationtransfer surrender, registration of transfer, surrender redemption and exchange of such Receipts, such Depositary Shares or such Stock Preferred Shares as may be required by law or applicable securities stock exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such actionregulations.

Maintenance of Offices. Agencies and Transfer Books by the Depositary; Registrar. The Depositary shall have its principal office in the United States of America and shall have a combined capital and surplus of at least $50,000,000. Upon execution of this Deposit Agreement, the Depositary shall maintain at the Depositary's office Office facilities for the execution and delivery, registration and registration of transfer, surrender and exchange of Depositary Shares and Receipts, and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of Depositary Shares and Receipts, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's Office for the registration and registration of transfer of ReceiptsDepositary Shares, which books during normal business hours at all reasonable times shall be open for inspection by the record holders of ReceiptsDepositary Shares; provided provided, however, that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be for a proper purpose reasonably related to such person's interest interests as an owner of Depositary Shares evidenced by the ReceiptsShares. 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. The If the Receipts or the Depositary Shares evidenced thereby or the Preferred Stock represented by such Depositary Shares shall be quoted on Nasdaq, the Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on one or more national securities exchanges, the Depositary will appoint a Registrar (acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with any requirements of such exchangeNasdaq. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchangeNasdaq) may be removed and a substitute substituted registrar appointed by the Depositary upon the request or with the approval of the Company. If the Receipts, such the Depositary Shares or such the Preferred Stock are listed shall be quoted on one or more other stock exchangesover-the-counter markets, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such the Receipts, such the Depositary Shares or such the Preferred Stock as may be required by law or applicable securities exchange market regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such action.

Maintenance of Offices. Agencies and Agencies, Transfer Books by the ------------------------------------------------------- Depositary; the Registrar. Upon execution of this Deposit AgreementAgreement in ------------------------- accordance with its terms, the Depositary shall maintain (a) at the Depositary's office New York Office facilities for the execution and delivery, registration and registration, registration of transfer, surrender and exchange exchange, split-up, combination, redemption and conversion of Receipts, Receipts and deposit and withdrawal of Stock and (b) at the Corporate Office and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration, registration of transfer, surrender and exchange exchange, split-up, combination, conversion and redemption of ReceiptsReceipts and deposit and withdrawal of Stock, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's Corporate Office for the registration and registration of transfer of Receipts, which books during normal business hours at all reasonable times shall be open for inspection by the record holders of Receipts; provided that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be for a proper purpose reasonably related to such person's interest as an owner a holder of Depositary Shares evidenced by Shares. The Depositary shall consult with the ReceiptsCompany upon receipt of any request for inspection. The Depositary may close such books, at any time or from time to time, when deemed expedient necessary by it in connection with the performance of its duties hereunder. The Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on one or more national securities stock exchanges, the Depositary will shall, with the approval of the Company, appoint a Registrar (acceptable to the Company) for registration registry of such Receipts or Depositary Shares in accordance with any the requirements of such exchangeexchange or exchanges. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchangeexchange or exchanges) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the Company. If In addition, if the Receipts, such Depositary Shares or such Stock are listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange exchange, split- up, combination, redemption or conversion of such Receipts, such Depositary Shares or such Stock as may be required by law or applicable securities stock exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such actionregulations.

Maintenance of Offices. Agencies and Agencies, Transfer Books by the Depositary; the Registrar. Upon execution of this Deposit AgreementAgreement in accordance with its terms, the Depositary shall maintain (i) at the Depositary's office New York Office facilities for the execution and delivery, registration and registration, registration of transfer, surrender surrender, split-up, combination and exchange redemption of Receipts, Receipts and deposit and withdrawal of Stock and (ii) at the Corporate Office and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration, registration of transfer, surrender surrender, split-up, combination, and exchange redemption of ReceiptsReceipts and deposit and withdrawal of Stock, all in accordance with the provisions of this Deposit Agreement. The Depositary Depositary, acting as transfer agent and Registrar, shall keep books at the Depositary's Corporate Office for the registration and registration of transfer of Receipts, which books during normal business hours at all reasonable times shall be open for inspection by the record holders of Receipts; provided that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be for a proper purpose reasonably related to such person's interest as an owner of Depositary Shares evidenced by Shares. The Depositary shall consult with the ReceiptsCompany upon receipt of any request for inspection. 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. The Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on one or more national securities stock exchanges, the Depositary will shall, with the approval of the Company, appoint a Registrar (acceptable to the Company) for registration registry of such Receipts or Depositary Shares in accordance with any the requirements of such exchangeexchange or exchanges. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchangeexchange or exchanges) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the Company. If In addition, if the Receipts, such Depositary Shares or such Stock are listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange surrender, split-up, combination or redemption of such Receipts, such Depositary Shares or such Stock as may be required by law or applicable securities stock exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such actionregulations.

Maintenance of Offices. Agencies and Transfer Books by the Depositary; Registrar. Upon execution of this Deposit Agreement, the Depositary shall maintain at the Depositary's office Offices or at any Registrar's Office, facilities for the execution and delivery, surrender and exchange of Receipts and the registration and registration of transfer, surrender and exchange transfer of Receipts, Depositary Shares and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of ReceiptsReceipts and the registration of transfer of Depositary Shares, all in accordance with the provisions of this Deposit Agreement. The Depositary shall have complete access to all books and records maintained on the Company's behalf at such Depositary's Offices or at such Registrar's Offices. The Depositary shall keep books at the Depositary's Office for the registration and registration of transfer of ReceiptsDepositary Shares, which books during normal business hours at all reasonable times shall be open for inspection by the record holders Record Holders of ReceiptsDepositary Shares; provided provided, that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be for a proper purpose reasonably related to such person's interest as an owner of Depositary Shares evidenced by the ReceiptsShares. 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. The If the Receipts or the Depositary Shares evidenced thereby or the Stock underlying such Depositary Shares shall be listed on the New York Stock Exchange, the Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on one or more national securities exchanges, the Depositary will appoint a Registrar (acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with any requirements of such exchangeExchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchangeExchange) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the Company. If the such Receipts, such Depositary Shares or such Stock are listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such Receipts, such Depositary Shares or such Stock as may be required by law or applicable securities stock exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such action.

Maintenance of Offices. Agencies and Transfer Books by the Depositary; Registrar. Upon execution of this Deposit Agreement, the Depositary shall maintain at the Depositary's office Office facilities for the execution and delivery, registration and registration of transfer, surrender and exchange of Receipts, and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of Receipts, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's Office for the registration and registration of transfer of Receipts, which books during normal business hours at all reasonable times shall be open for inspection by the record holders of Receipts; provided provided, that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be for a proper purpose reasonably related to such person's interest as an owner of Depositary Shares evidenced by the ReceiptsReceipt. 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. The Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on one or more national securities exchangesthe New York Stock Exchange, the Depositary will appoint a Registrar (acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with any requirements of such exchangeExchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchangeExchange) may be removed and a substitute substituted registrar appointed by the Depositary upon the request or with the approval of the Company. If the Receipts, such Depositary Shares or such Stock are listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such Receipts, such Depositary Shares or such Stock as may be required by law or applicable securities stock exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such action.

Maintenance of Offices. Agencies and Transfer Books by the Depositary; Registrar. Upon execution Until termination of this Deposit AgreementAgreement in accordance with its terms, the Depositary shall maintain at the Depositary's office its Corporate Trust Office facilities for the execution and delivery, registration and registration of transfer, surrender and exchange exchange, split-up and combination of ReceiptsReceipts and the deposit and withdrawal of Preferred Stock, and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange exchange, split-up, combination and redemption of ReceiptsReceipts and the deposit and withdrawal of Preferred Stock, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's its Corporate Trust Office for the registration and registration of transfer of Receipts, which books during normal business hours at all reasonable times shall be open for inspection by the record holders of Receipts; provided that any such holder requesting to exercise such right shall certify Receipts as and to the Depositary that such inspection shall be extent provided by applicable law to the same extent as a record holder of Preferred Stock may inspect books for a proper purpose reasonably related to such person's interest as an owner the transfer of Depositary Shares evidenced by the ReceiptsPreferred Stock. The Depositary may close such the books, at any time or from time to time, when deemed expedient advisable by it in connection with the performance of its duties hereunder. The If the Receipts or the Depositary Shares evidenced thereby or the Preferred Stock represented by such Depositary Shares shall be listed on any national securities exchange or quoted on an automated quotation system, the Depositary may, with the approval of the Company, appoint a Registrar for registration registry of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on one or more national securities exchanges, the Depositary will appoint a Registrar (acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with any requirements of such exchangeexchanges or such quotation systems. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchangeexchanges or such quotation systems) may be removed and a substitute registrar Registrar appointed by the Depositary upon the request or with the approval of the Company. If the Receipts, such Depositary Shares or such Preferred Stock are listed on one any such exchange or more other stock exchangessuch quotation system, the Depositary willshall, at the request and at the expense of the Company, arrange for such facilities for the delivery, registration, registration of transfer, surrender and exchange of such Receipts, such Depositary Shares or such Preferred Stock as may be required by law or applicable securities exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such actionquotation system regulations.

Maintenance of Offices. Agencies and Transfer Books by the Depositary; Registrar. Upon execution of this Deposit Agreement, the Depositary shall maintain at the Depositary's office ’s Office, facilities for the execution and delivery, registration and registration of transfer, surrender and exchange of Receipts, and at the offices of the Depositary's ’s Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of Receipts, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's ’s Office for the registration and registration of transfer of Receipts. Upon direction from the Corporation and with reasonable notice to the Depositary, which the Registrar shall open its books during normal business hours shall be open for inspection by the record holders Record Holders of Receipts; provided that any such holder Record Holder requesting to exercise such right shall certify to the Depositary that such inspection shall be for a proper purpose reasonably related to such person's Person’s interest as an owner of Depositary Shares evidenced by the Receipts. The Depositary or Registrar may close such books, at any time or from time to time, when deemed expedient necessary or advisable by it in connection with the performance of its duties hereunder. The Depositary mayDepositary, with the approval of the CompanyRegistrar, appoint a Registrar for registration of the Receipts any Depositary’s Agent or the Depositary Shares evidenced therebyCorporation because of any requirement of law or of any government, governmental body or commission, stock exchange or any applicable self-regulatory body. If the Receipts or the Depositary Shares evidenced thereby or the Series E Preferred Stock represented by such Depositary Shares shall be listed on one or more national securities exchanges, the Depositary will may, with the written approval of the Corporation, appoint a Registrar (acceptable to the CompanyCorporation) for registration of such the Receipts or Depositary Shares in accordance with any requirements of such exchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchange) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the CompanyCorporation. If the Receipts, such Depositary Shares or such the Series E Preferred Stock are listed on one or more other stock securities exchanges, the Depositary will, at the written request and at the expense of the CompanyCorporation, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such Receipts, such Depositary Shares or such Series E Preferred Stock as may be required by law or applicable securities exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such action.

Maintenance of Offices. Agencies and Agencies, Transfer Books by the ------------------------------------------------------- Depositary; the Registrar. ------------------------- Upon execution of this Deposit AgreementAgreement in accordance with its terms, the Depositary shall maintain (a) at the Depositary's office New York Office facilities for the execution and delivery, registration and registration, registration of transfer, surrender and exchange exchange, split-up, combination, redemption and conversion of Receipts, Receipts and deposit and withdrawal of Stock and (b) at the Corporate Office and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration, registration of transfer, surrender and exchange exchange, split-up, combination, conversion and redemption of ReceiptsReceipts and deposit and withdrawal of Stock, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's Corporate Office for the registration and registration of transfer of Receipts, which books during normal business hours at all reasonable times shall be open for inspection by the record holders of Receipts; provided that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be for a proper purpose reasonably related to such person's interest as an owner of Depositary Shares evidenced by Shares. The Depositary shall consult with the ReceiptsCompany upon receipt of any request for inspection. 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. The Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on one or more national securities stock exchanges, the Depositary will shall, with the approval of the Company, appoint a Registrar (acceptable to the Company) for registration registry of such Receipts or Depositary Shares in accordance with any the requirements of such exchangeexchange or exchanges. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchangeexchange or exchanges) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the Company. If In addition, if the Receipts, such Depositary Shares or such Stock are listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange exchange, split-up, combination, redemption or conversion of such Receipts, such Depositary Shares or such Stock as may be required by law or applicable securities stock exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such actionregulations.

Maintenance of Offices. Agencies and Transfer Books by ------------------------------------------------------ the Depositary; Registrar. Upon execution of this Deposit Agreement, the ------------------------- Depositary shall maintain maintain, at the Depositary's office Office, facilities for the execution and delivery, registration and registration of transfer, surrender and exchange of Receipts, and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of Receipts, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's Office for the registration and registration of transfer of Receipts, which books during normal business hours shall be open for inspection by the record holders of Receipts; provided that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be 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. The Depositary mayshall, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on one or more national securities exchanges, the Depositary will appoint a Registrar (acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with any requirements of such exchangeany applicable stock exchange in which the Receipts or the Depositary Shares are listed. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchange) may be removed and a substitute registrar Registrar appointed by the Depositary upon the request or with the approval of the Company. If the Receipts, such the Depositary Shares or such the Stock are listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such Receipts, such Depositary Shares or such Stock as may be required by law or applicable securities stock exchange regulation. The Registrar shall maintain books at the Depositary's Office for the registration and registration of transfer of Receipts or at such other place as shall be approved by the Company and of which the holders of Receipts shall have reasonable notice, which books at all reasonable times during normal business hours shall be open for inspection by the record holders of Receipts; provided, -------- that any such holder requesting to exercise such right shall certify in writing to the Registrar that such inspection shall be for a proper purpose reasonably related to such person's interest as an owner of Depositary Shares evidenced by the Receipts. The Depositary may cause the Registrar to close the books with respect to the Receipts, at any time or from time to time appoint time, when the register of stockholders of the Company is closed with respect to the Stock or when such action is deemed necessary or advisable by the Depositary, any Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary Agent or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company because of any such actionrequirement of law or of any government, governmental body or commission, stock exchange or any applicable self- regulatory body, including, without limitation, the NASD.

Maintenance of Offices. Agencies and Transfer Books by the Depositary; Depositary and the Registrar. Upon execution of this Deposit Agreement, the The Depositary shall maintain [Delete clause (i) if the Corporate Office is in New York] (i) at the Depositary's office New York Office facilities for the execution and delivery, registration and registration of transfer, surrender and exchange exchange, split-up, combination and redemption of ReceiptsReceipts (and payment of amounts due upon such redemption) and purchase of Receipts as contemplated by Section 2.10 hereof (and payment of amounts due upon such purchase), and deposit and withdrawal of Preferred Stock and (ii) at the Corporate Office and at the offices of the Depositary's Agents, if any, facilities for the execution and delivery, registration of transfer, surrender and exchange exchange, split-up, combination and redemption of ReceiptsReceipts (and payment of amounts due upon such redemption) and purchase of Receipts as contemplated by Section 2.10 hereof (and payment of amounts due upon such purchase) and deposit and withdrawal of Preferred Stock, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's Office [New York Office/Corporate Office] for the registration and registration of transfer of Receipts, which books during normal business hours at all reasonable times shall be open for inspection by the record holders of Receipts; provided that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be 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. The Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Preferred Stock represented by such Depositary Shares shall be listed on one the New York Stock Exchange, Inc. or more national securities exchangesany other stock exchange, the Depositary will shall, with the approval of the Company, appoint a Registrar (acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with any the requirements of such exchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchange) may be removed and a substitute registrar Registrar appointed by the Depositary upon the request or with the approval of the Company. If the Receipts, such Depositary Shares or such Preferred Stock are listed on one or more other stock exchanges, the Depositary will, will,- at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender surrender, redemption, purchase and exchange of such Receipts, such Depositary Shares or such Preferred Stock as may be required by law or applicable securities stock exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such actionregulations.

Maintenance of Offices. Agencies and Transfer Books by the Depositary; Registrar. Upon execution of this Deposit Agreement, the Depositary shall maintain at the Depositary's office ’s Office, facilities for the execution and delivery, registration and registration of transfer, surrender and exchange of Receipts, and at the offices of the Depositary's ’s Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of Receipts, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's ’s Office for the registration and registration of transfer of Receipts, which books during normal business hours at all reasonable times shall be open for inspection by the record holders Record Holders of Receipts; provided that any such holder Holder requesting to exercise such right shall certify to the Depositary that such inspection shall be for a proper purpose reasonably related to such person's ’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. The Depositary may, with the approval of the CompanyCorporation, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Series A Preferred Stock represented by such Depositary Shares shall be listed on one or more national securities exchanges, the Depositary will appoint a Registrar (acceptable to the CompanyCorporation) for registration of such the Receipts or Depositary Shares in accordance with any requirements of such exchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchange) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the CompanyCorporation. If the Receipts, such Depositary Shares or such Series A Preferred Stock are listed on one or more other stock securities exchanges, the Depositary will, at the request and at the expense of the CompanyCorporation, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such the Receipts, such Depositary Shares or such Series A Preferred Stock as may be required by law or applicable securities exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such action.

Maintenance of Offices. Agencies and Transfer Books by the DepositaryAGENCIES, TRANSFER BOOKS BY THE ------------ ------------------------------------------------------- DEPOSITARY; RegistrarREGISTRATION. Upon execution of this Deposit Agreement, the The Depositary shall maintain at the Depositary's office its Securities ------------------------ Division facilities for the execution and delivery, registration and registration of transfer, surrender and exchange redemption of Receipts, and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange redemption of Receipts, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's Office its Securities Division for the registration and registration of transfer of Receipts, which books during normal business hours at all reasonable times shall be open for inspection by the record holders of Receipts; provided that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be 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. The Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Deposited Stock represented by such Depositary Shares shall be listed included for quotation on one the NASDAQ/NMS, the Company may, if necessary to conform to the rules and regulations of the included for quotation on the NASDAQ/NMS or more national any securities exchangesexchange upon which the Stock, the Depositary will Shares or the Receipts may be included for quotation or listed, appoint a Registrar (acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with any requirements of such exchangeExchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any the NASDAQ/NMS or such exchangeExchange) may be removed and a substitute registrar Registrar appointed by the Depositary upon the request or with the approval of the Company. If the Receipts, such Depositary Shares or such Deposited Stock are included for quotation on NASDAQ/NMS or listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such Receipts, such Depositary Shares or such Stock as may be required by law law, by NASDAQ/NMS or by applicable securities stock exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such action.

Maintenance of Offices. Agencies and Transfer Books by the Depositary; Registrar. Upon execution of this Deposit Agreement, the Depositary shall maintain at the Depositary's office Office facilities for the execution and delivery, registration and registration of transfer, surrender and exchange of Receipts, and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of Receipts, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's Office for the registration and registration of transfer of Receipts, which books during normal business hours at all reasonable times shall be open for inspection by the record holders of Receipts; provided provided, that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be 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. The Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on one or more national securities exchangesthe New York Stock Exchange, the Depositary will appoint a Registrar (acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with any requirements of such exchangeExchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchangeExchange) may be removed and a substitute substituted registrar appointed by the Depositary upon the request or with the approval of the Company. If the Receipts, such Depositary Shares or such Stock are listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such Receipts, such Depositary Shares or such Stock as may be required by law or applicable securities stock exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such action.

Maintenance of Offices. Agencies and Transfer Books by the DepositaryAGENCIES, TRANSFER ------------------------------------------ BOOKS BY THE DEPOSITARY; RegistrarREGISTRATION. Upon execution of this Deposit Agreement, the The Depositary shall ------------------------------------- maintain at the Depositary's office its Securities Division facilities for the execution and delivery, registration and registration of transfer, surrender and exchange redemption of Receipts, and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange redemption of Receipts, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's Office its Securities Division for the registration and registration of transfer of Receipts, which books during normal business hours at all reasonable times shall be open for inspection by the record holders of Receipts; provided that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be 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. The Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Deposited Stock represented by such Depositary Shares shall be listed included for quotation on one the NASDAQ/NMS, the Company may, if necessary to conform to the rules and regulations of the included for quotation on the NASDAQ/NMS or more national any securities exchangesexchange upon which the Stock, the Depositary will Shares or the Receipts may be included for quotation or listed, appoint a Registrar (acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with any requirements of such exchangeExchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any the NASDAQ/NMS or such exchangeExchange) may be removed and a substitute registrar Registrar appointed by the Depositary upon the request or with the approval of the Company. If the Receipts, such Depositary Shares or such Deposited Stock are included for quotation on NASDAQ/NMS or listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such Receipts, such Depositary Shares or such Stock as may be required by law law, by NASDAQ/NMS or by applicable securities stock exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such action.

Maintenance of Offices. Agencies and Agencies, Transfer Books by the Depositary; the Registrar. Upon execution of this Deposit AgreementAgreement in accordance with its terms, the Depositary shall maintain (i) at the Depositary's office New York Office facilities for the execution and delivery, registration and registration, registration of transfer, surrender surrender, split-up, combination and exchange redemption of Receipts, Receipts and deposit and withdrawal of Stock and (ii) at the Corporate office and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration, registration of transfer, surrender surrender, split-up, combination, and exchange redemption of ReceiptsReceipts and deposit and withdrawal of Stock, all in accordance with the provisions of this Deposit Agreement. The Depositary Depositary, acting as transfer agent and Registrar, shall keep books at the Depositary's Corporate Office for the registration and registration of transfer of Receipts, which books during normal business hours at all reasonable times shall be open for inspection by the record holders of Receipts; provided that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be for a proper purpose reasonably related to such person's interest as an owner of Depositary Shares evidenced by Shares. The Depositary shall consult with the ReceiptsCompany upon receipt of any request for inspection. 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. The Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on one or more national securities stock exchanges, the Depositary will shall, with the approval of the Company, appoint a Registrar (acceptable to the Company) for registration registry of such Receipts or Depositary Shares in accordance with any the requirements of such exchangeexchange or exchanges. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchangeexchange or exchanges) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the Company. If In addition, if the Receipts, such Depositary Shares or such Stock are listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange surrender, split-up, combination or redemption of such Receipts, such Depositary Shares or such Stock as may be required by law or applicable securities stock exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such actionregulations.

Maintenance of Offices. Agencies and Transfer Books by ------------------------------------------------------ the Depositary; Depositary and the Registrar. Upon execution of this Deposit Agreement, the The Depositary shall maintain at the Depositary's office -------------------------------- Corporate Office facilities for the execution and delivery, registration and registration of transfer, surrender and exchange exchange, split-up, combination and redemption of Receipts, Receipts and deposit and withdrawal of PIERS and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange exchange, split-up, combination and redemption of ReceiptsReceipts and deposit and withdrawal of PIERS, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's Office for the registration and registration of transfer of Receipts, which books during normal business hours shall be open for inspection by the record holders of Receipts; provided that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be 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. The Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock PIERS represented by such Depositary Shares shall be listed on one in the New York Stock Exchange, Inc. or more national securities exchangesany other stock exchange, the Depositary will may, with the approval of the Company, appoint a Registrar (acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with any the requirements of such exchangeExchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchangeExchange) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the Company. If the Receipts, such Depositary Shares or such Stock PIERS are listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender surrender, redemption and exchange of such Receipts, such Depositary Shares or such Stock PIERS as may be required by law or applicable securities stock exchange regulationregulations. The Registrar shall maintain books at the Depositary's Office for the registration and registration of transfer of Receipts or at such other place as shall be approved by the Company and of which the holders of Receipts shall have reasonable notice, which books at all reasonable times during normal business hours shall be open for inspection by the record holders of Receipts; provided, -------- that any such holder requesting to exercise such right shall certify in writing to the Registrar that such inspection shall be for a proper purpose reasonably related to such Person's interest as an owner of Depositary Shares evidenced by the Receipts. The Depositary may cause the Registrar to close the books with respect to the Receipts, at any time or from time to time appoint time, when the register of stockholders of the Company is closed with respect to the PIERS or when such action is deemed necessary or advisable by the Depositary, any Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary Agent or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company because of any such actionrequirement of law or of any government, governmental body or commission, stock exchange or any applicable self-regulatory body, including, without limitation, the NASD.

Maintenance of Offices. Agencies and Agencies, Transfer Books by the Depositary; the Registrar. Upon execution of this Deposit AgreementAgreement in accordance with its terms, the Depositary shall maintain (i) at the Depositary's office New York Office facilities for the execution and delivery, registration and registration, registration of transfer, surrender and exchange exchange, split-up, combination, redemption and conversion of Receipts, Receipts and deposit and withdrawal of Stock and (ii) at the Corporate Office and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration, registration of transfer, surrender and exchange exchange, split-up, combination, conversion and redemption of ReceiptsReceipts and deposit and withdrawal of Stock, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's Corporate Office for the registration and registration of transfer of Receipts, which books during normal business hours at all reasonable times shall be open for inspection by the record holders of Receipts; provided that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be for a proper purpose reasonably related to such person's interest as an owner of Depositary Shares evidenced by Shares. The Depositary shall consult with the ReceiptsCompany upon receipt of any request for inspection. 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. The Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on one or more national securities stock exchanges, the Depositary will shall, with the approval of the Company, appoint a Registrar (acceptable to the Company) for registration registry of such Receipts or Depositary Shares in accordance with any the requirements of such exchangeexchange or exchanges. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchangeexchange or exchanges) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the Company. If In addition, if the Receipts, such Depositary Shares or such Stock are listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange exchange, split-up, combination, redemption or conversion of such Receipts, such Depositary Shares or such Stock as may be required by law or applicable securities stock exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such actionregulations.

Maintenance of Offices. Agencies and Transfer Books by the DepositaryAGENCIES, TRANSFER BOOKS BY THE DEPOSITARY; RegistrarTHE REGISTRAR. Upon execution of this Deposit AgreementAgreement in accordance with its terms, the Depositary shall maintain at the Depositary's office Corporate Office facilities for the execution and delivery, registration and registration of transfer, surrender and exchange exchange, split-up and combination of Receipts, Depositary Receipts and the deposit and withdrawal of New Preferred Stock and Common Stock and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange exchange, split-up, combination and conversion of ReceiptsDepositary Receipts and the deposit and withdrawal of New Preferred Stock and Common Stock, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's Corporate Office for the registration and registration of transfer of Depositary Receipts, which books during normal business hours at all reasonable times shall be open for inspection by the record holders of Receipts; provided that any such holder requesting to exercise such right shall certify Depositary Receipts as and to the extent provided by applicable law. The Depositary that such inspection shall be consult with the Company 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. The Depositary mayshall make available for inspection by holders of Depositary Receipts at the Corporate Office and at such other places as it may from time to time deem advisable during normal business hours any reports and communications received from the Company that are both received by the Depositary as the holder of New Preferred Stock and made generally available to the holders of New Preferred Stock. Promptly upon request from time to time by the Company and at the Company's sole expense, with the approval Depositary shall furnish to it a list, as of a recent date, of the Companynames, appoint a Registrar for registration addresses and holdings of Depositary Shares of all persons in whose names Depositary Receipts are registered on the books of the Receipts or the Depositary Shares evidenced therebyDepositary. If the Depositary Receipts or the Depositary Shares evidenced thereby or the New Preferred Stock represented by such Depositary Shares shall be listed on one or more national securities exchangesthe New York Stock Exchange (the "NYSE"), the Depositary will shall, if directed by the Company, appoint a Registrar (acceptable to the Company) for registration registry of such Depositary Receipts or Depositary Shares in accordance with any the requirements of such exchangethe NYSE. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchangethe NYSE) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the Company. If the Depositary Receipts, such the Depositary Shares or such the New Preferred Stock are listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such Depositary Receipts, such Depositary Shares or such New Preferred Stock as may be required by law or applicable securities stock exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such actionregulations.

Maintenance of Offices. Agencies and Transfer Books by the Depositary; Registrar. Upon execution of this Deposit Agreement, the Depositary shall maintain at the Depositary's office Office, facilities for the execution and delivery, registration and registration of transfer, surrender and exchange exchange, split-up, combination and redemption of ReceiptsReceipts and deposit and withdrawal of Stock, and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange exchange, split-up, combination and redemption of ReceiptsReceipts and deposit and withdrawal of Stock, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's Office for the registration and registration of transfer of Receipts, which books during normal business hours at all reasonable times shall be open for inspection by the record holders of Receipts; provided that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be 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. The Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on one or more national securities exchangesthe New York Stock Exchange, the Depositary will appoint a Registrar (acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with any requirements of such exchangeExchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchangeExchange) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the Company. If the Receipts, such Depositary Shares or such Stock are listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such Receipts, such Depositary Shares or such Stock as may be required by law or applicable securities stock exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such action.

Maintenance of Offices. Agencies and Transfer Books by ------------------------------------------------------ the Depositary; Registrar. Upon execution of this Deposit Agreement, the ------------------------- Depositary shall maintain at the Depositary's office Office, or at the Registrar's Office, at which the Depositary shall have complete access to all books and records maintained on the Company's behalf, facilities for the execution and delivery, registration and registration of transfer, surrender and exchange of Receipts, and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of Receipts, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's Office for the registration and registration of transfer of Receipts, which books during normal business hours at all reasonable times shall be open for inspection by the record holders of Receipts; provided provided, that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be 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. The Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on one or more national securities exchangesthe New York Stock Exchange, the Depositary will appoint a Registrar (acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with any requirements of such exchangeExchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchangeExchange) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the Company. If the Receipts, such Depositary Shares or such Stock are listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such Receipts, such Depositary Shares or such Stock as may be required by law or applicable securities stock exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such action.

Maintenance of Offices. Agencies and Transfer Books by the Depositary; Registrar. Upon execution of this Deposit Agreement, the Depositary shall maintain maintain, at the Depositary's office Office, facilities for the execution and delivery, registration and registration of transfer, surrender and exchange of Receipts, and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of Receipts, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's Office for the registration and registration of transfer of Receipts, which books during normal business hours shall be open for inspection by the record holders of Receipts; provided that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be 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. The Depositary mayshall, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on one or more national securities exchanges, the Depositary will appoint a Registrar (acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with any requirements of such exchangeany applicable stock exchange in which the Receipts or the Depositary Shares may be listed. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchange) may be removed and a substitute registrar Registrar appointed by the Depositary upon the request or with the approval of the Company. If the Receipts, such the Depositary Shares or such the shares of Stock are listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such Receipts, such Depositary Shares or such shares of Stock as may be required by law or applicable securities stock exchange regulation. The Depositary shall serve as the initial Registrar. The Registrar shall maintain books at the Depositary's Office (or at such other place as shall be approved by the Company and of which the holders of Receipts shall have reasonable notice) for the registration of transfer of Receipts, which books at all reasonable times shall be open for inspection by the record holders of Receipts; provided that the exercise of such right shall be governed by the provisions of Section 607.1602 of the Florida Business Corporation Act, as amended, or any successor provision thereto, anything herein to the contrary notwithstanding. The Depositary may cause the Registrar to close the books with respect to the Receipts, at any time or from time to time appoint time, when the register of stockholders of the Company is closed with respect to the Stock or when such action is deemed necessary or advisable by the Depositary, any Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary Agent or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company because of any such actionrequirement of law or of any government, governmental body or commission, stock exchange or any applicable self- regulatory body, including, without limitation, the NASD.

Maintenance of Offices. Agencies and Transfer Books by the Depositary; Depositary and the Registrar. Upon execution of this Deposit Agreement, the --------------------------------------------------------------------------- The Depositary shall maintain at the Depositary's office Corporate Office facilities for the execution and delivery, registration and registration of transfer, surrender and exchange exchange, split-up, combination and redemption of Receipts, Preference Receipts and deposit and withdrawal of Preferred Shares and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange exchange, split-up, combination and redemption of ReceiptsPreference Receipts and deposit and withdrawal of Preferred Shares, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's Corporate Office for the registration and registration of transfer of Preference Receipts, which books during normal business hours at all reasonable times shall be open for inspection by the record holders of Receipts; Preference Receipts as provided that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be for a proper purpose reasonably related to such person's interest as an owner of Depositary Shares evidenced 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. The If the Preference Receipts or the Preference Shares evidenced thereby or the Preferred Shares represented by such Preference Shares shall be listed on the New York Stock Exchange, Inc. or any other stock exchange, the Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on one or more national securities exchanges, the Depositary will appoint a Registrar (acceptable to the Company) for registration of such Preference Receipts or Depositary Preference Shares in accordance with any the requirements of such exchangeExchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchangeExchange) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the Company. If the Preference Receipts, such Depositary Preference Shares or such Stock Preferred Shares are listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender surrender, redemption and exchange of such Preference Receipts, such Depositary Preference Shares or such Stock Preferred Shares as may be required by law or applicable securities stock exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such actionregulations.

Maintenance of Offices. Agencies and Transfer Books by the Depositary; Registrar. Upon execution of this Deposit Agreement, the Depositary shall maintain at the Depositary's office ’s Office, facilities for the execution and delivery, registration and registration of transfer, surrender and exchange of Receipts, and at the offices of the Depositary's ’s Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of Receipts, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's ’s Office for the registration and registration of transfer of Receipts, which books during normal business hours at all reasonable times shall be open for inspection by the record holders Record Holders of Receipts; provided that any such holder Holder requesting to exercise such right shall certify to the Depositary that such inspection shall be for a proper purpose reasonably related to such person's ’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. The Depositary may, with the approval of the CompanyCorporation, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Series D Preferred Stock represented by such Depositary Shares shall be listed on one or more national securities exchanges, the Depositary will appoint a Registrar (acceptable to the CompanyCorporation) for registration of such the Receipts or Depositary Shares in accordance with any requirements of such exchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchange) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the CompanyCorporation. If the Receipts, such Depositary Shares or such Series D Preferred Stock are listed on one or more other stock securities exchanges, the Depositary will, at the request and at the expense of the CompanyCorporation, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such the Receipts, such Depositary Shares or such Series D Preferred Stock as may be required by law or applicable securities exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such action.

Maintenance of Offices. Agencies and Transfer Books by the ---------------------------------------------------------- Depositary; Registrar. Upon execution of this Deposit Agreement, the Depositary ---------------------- shall maintain at the Depositary's office Office, facilities for the execution and delivery, registration and registration of transfer, surrender and exchange of Receipts, and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of Receipts, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's Office for the registration and registration of transfer of Receipts, which books during normal business hours at all reasonable times shall be open for inspection by the record holders of Receipts; provided provided, that any such holder requesting to exercise such right shall certify --------- to the Depositary that such inspection shall be 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. The Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on one or more national securities exchangesthe New York Stock Exchange, the Depositary will appoint a Registrar (acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with any requirements of such exchangeExchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchangeExchange) may be removed and a substitute substituted registrar appointed by the Depositary upon the request or with the approval of the Company. If the Receipts, such Depositary Shares or such Stock are listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such Receipts, such Depositary Shares or such Stock as may be required by law or applicable securities stock exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such action.

Maintenance of Offices. Agencies and Transfer Books by the DepositaryAGENCIES, TRANSFER BOOKS BY THE DEPOSITARY; RegistrarTHE REGISTRAR. Upon execution of this Deposit AgreementAgreement in accordance with its terms, the Depositary shall maintain at the Depositary's office Corporate Office facilities for the execution and delivery, registration and registration of transfer, surrender and exchange exchange, split-up, combination and redemption of Receipts, Receipts and deposit and withdrawal of Series F Preferred Stock and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange exchange, split-up, combination, conversion and redemption of ReceiptsReceipts and deposit and withdrawal of Series F Preferred Stock, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's Corporate Office for the registration and registration of transfer of Receipts, which books at all reasonable times and during normal business hours shall be open for inspection by the record holders of ReceiptsReceipts as provided by applicable law; provided provided, that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be for a proper purpose reasonably related to such person's interest as an owner of Depositary Shares evidenced by the Receipts. The Depositary shall consult with the Company upon receipt of any request for inspection and shall not permit such inspection unless authorized by the Company in writing. 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. The Depositary may, with the approval shall make available for inspection by holders of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on one or more national securities exchanges, the Depositary will appoint a Registrar (acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with any requirements of such exchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any such 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, such Depositary Shares or such Stock are listed on one or more other stock exchanges, the Depositary will, at the request Corporate Office and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such Receipts, such Depositary Shares or such Stock other places as may be required by law or applicable securities exchange regulation. The Depositary it may from time to time appoint Depositary's Agents to act in deem advisable during normal business hours any respect for reports and communications received from the Company that are both received by the Depositary for as the purposes holder of this Deposit Agreement Series F Preferred Stock and may made generally available to the holders of Series F Preferred Stock. Promptly upon request from time to time by the Company, the Depositary shall, at any time appoint additional Depositarythe Company's Agents and vary or terminate the appointment sole expense, furnish to it a list, as of such Depositary's Agents. The Depositary will notify the Company a recent date, of any such action.the

Maintenance of Offices. Agencies and Transfer Books by the Depositary; RegistrarAGENCIES, TRANSFER BOOKS BY THE DEPOSITARY, THE REGISTRAR. Upon execution of this Deposit AgreementAgreement in accordance with its terms, the Depositary shall maintain at the Depositary's office facilities for the execution and delivery, registration and registration of transfer, surrender and exchange of Receipts, Office and at the offices of the Depositary's Agents, if any, facilities for the execution and delivery, registration of 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. The Depositary shall keep books at the Depositary's Office for the registration and registration of transfer of Receipts, which books during normal business hours shall be open for inspection by the record holders of Receipts; , as provided that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be for a proper purpose reasonably related to such person's interest as an owner of Depositary Shares evidenced by applicable law, and by the ReceiptsCompany. The Depositary shall consult with the Company upon receipt of any request for inspection. 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. The If the Receipts or the Depositary Shares evidenced thereby or the Preferred Stock represented by such Depositary Shares shall be listed on the Nasdaq National Market, the Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on one or more national securities exchanges, the Depositary will appoint a Registrar (acceptable to the Company) for registration registry of such Receipts or Depositary Shares in accordance with any the requirements of such exchangethe Nasdaq National Market. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchangethe 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, such Depositary Shares or such Preferred Stock are listed on one or more other stock exchanges, the Depositary Company will, at with the request and at the expense assistance of the Company, Depositary arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such Receipts, such Depositary Shares or such Preferred Stock as may be required by law or applicable securities stock exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such actionregulations.

Maintenance of Offices. Agencies and Transfer Books by the DepositaryAGENCIES, TRANSFER BOOKS BY THE DEPOSITARY; RegistrarREGISTRATION. Upon execution of this Deposit Agreement, the The Depositary shall maintain at the Depositary's office its Securities Division facilities for the execution and delivery, registration and registration of transfer, surrender and exchange redemption of Receipts, and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange redemption of Receipts, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's Office its Securities Division for the registration and registration of transfer of Receipts, which books during normal business hours at all reasonable times shall be open for inspection by the record holders of Receipts; provided that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be 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. The Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Deposited Stock represented by such Depositary Shares shall be listed included for quotation on one the NASDAQ/NMS, the Company may, if necessary to conform to the rules and regulations of the included for quotation on the NASDAQ/NMS or more national any securities exchangesexchange upon which the Stock, the Depositary will Shares or the Receipts may be included for quotation or listed, appoint a Registrar (acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with any requirements of such exchangeExchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any the NASDAQ/NMS or such exchangeExchange) may be removed and a substitute registrar Registrar appointed by the Depositary upon the request or with the approval of the Company. If the Receipts, such Depositary Shares or such Deposited Stock are included for quotation on NASDAQ/NMS or listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such Receipts, such Depositary Shares or such Stock as may be required by law law, by NASDAQ/NMS or by applicable securities stock exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such action.

Maintenance of Offices. Agencies and Transfer Books by the DepositaryAGENCIES AND TRANSFER BOOKS BY THE DEPOSITARY; RegistrarREGISTRAR. Upon execution of this Deposit Agreement, the Depositary shall maintain at the Depositary's office office, facilities for the execution and delivery, registration and registration of transfer, surrender and exchange of Receipts, and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of Receipts, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's Office for the registration and registration of transfer of Receipts, which books during normal business hours shall be open for inspection by the record holders of Receipts; provided that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be 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. The Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on one or more national securities exchanges, the Depositary will appoint a Registrar (acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with any requirements of such exchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any such 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, such Depositary Shares or such Stock are listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such Receipts, such Depositary Shares or such Stock as may be required by law or applicable securities exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such action.

Maintenance of Offices. Agencies and Transfer Books by the DepositaryAGENCIES AND TRANSFER BOOKS BY THE DEPOSITARY; RegistrarREGISTRAR. Upon execution of this Deposit Agreement, the Depositary shall maintain maintain, at the Depositary's office Office, facilities for the execution and delivery, registration and registration of transfer, surrender and exchange of Receipts, and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of Receipts, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's Office for the registration and registration of transfer of Receipts, which books during normal business hours shall be open for inspection by the record holders of Receipts; provided that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be 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. The Depositary mayshall, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on one or more national securities exchanges, the Depositary will appoint a Registrar (acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with any requirements of such exchangeany applicable stock exchange in which the Receipts or the Depositary Shares may be listed. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchange) may be removed and a substitute registrar Registrar appointed by the Depositary upon the request or with the approval of the Company. If the Receipts, such the Depositary Shares or such the Stock are listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such Receipts, such Depositary Shares or such Stock as may be required by law or applicable securities stock exchange regulation. The Registrar shall maintain books at the Depositary's Office for the registration and registration of transfer of Receipts or at such other place as shall be approved by the Company and of which the holders of Receipts shall have reasonable notice, which books at all reasonable times shall be open for inspection by the record holders of Receipts. The Depositary may cause the Registrar to close the books with respect to the Receipts, at any time or from time to time appoint time, when the register of stockholders of the Company is closed with respect to the Stock or when such action is deemed necessary or advisable by the Depositary, any Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary Agent or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company because of any such actionrequirement of law or of any government, governmental body or commission, stock exchange or any applicable self-regulatory body, including, without limitation, the NASD.

Maintenance of Offices. Agencies and Transfer Books by the Depositary; Registrar. Upon execution of this Deposit Agreement, the Depositary shall maintain at the Depositary's office Office, facilities for the execution and delivery, registration and registration of transfer, surrender and exchange of Receipts, and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of Receipts, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's Office for the registration and registration of transfer of Receipts, which books during normal business hours shall will be open for inspection by the record holders of Receipts; provided that any such holder requesting to exercise such right shall certify to the Depositary that such the inspection shall be is 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. The Depositary may, with the approval of the CompanyCorporation, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be are listed on one or more national securities stock exchanges, the Depositary will shall appoint a Registrar (acceptable to the CompanyCorporation) for registration of such Receipts or Depositary Shares in accordance with any requirements of such exchange. Such The Registrar (which may be the Depositary if so permitted by the requirements of any such exchange) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the CompanyCorporation. If the Receipts, such the Depositary Shares or such the Stock are listed on one or more other stock exchanges, the Depositary willshall, at the request and at the expense of the CompanyCorporation, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such Receipts, such Depositary Shares or such Stock as may be required by law or applicable securities stock exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will shall notify the Company Corporation of any such action.

Maintenance of Offices. Agencies and Transfer Books by ------------------------------------------------------ the Depositary; Registrar. Upon execution of this Deposit Agreement, the ------------------------- Depositary shall maintain at the Depositary's office Office, facilities for the execution and delivery, registration and registration of transfer, surrender and exchange of Receipts, and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of Receipts, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's Office for the registration and registration of transfer of Receipts, which books during normal business hours at all reasonable times shall be open for inspection by the record holders of Receipts; provided that any such holder requesting to exercise such right shall certify to -------- the Depositary that such inspection shall be 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. The Depositary may, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on one or more national securities stock exchanges, the Depositary will appoint a Registrar (acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with any requirements of such exchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any such 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, such Depositary Shares or such Stock are listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such Receipts, such Depositary Shares or such Stock as may be required by law or applicable securities stock exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such action.

Maintenance of Offices. Agencies and Transfer Books by the Depositary; Registrar. Upon execution of this Deposit Agreement, the Depositary shall maintain maintain, at the Depositary's office Office, facilities for the execution and delivery, registration and registration of transfer, surrender and exchange of Receipts, and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of Receipts, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's Office for the registration and registration of transfer of Receipts, which books during normal business hours shall be open for inspection by the record holders of Receipts; provided that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be 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. The Depositary mayshall, with the approval of the Company, appoint a Registrar for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on one or more national securities exchanges, the Depositary will appoint a Registrar (acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with any requirements of such exchangeany applicable stock exchange in which the Receipts or the Depositary Shares may be listed. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchange) may be removed and a substitute registrar Registrar appointed by the Depositary upon the request or with the approval of the Company. If the Receipts, such the Depositary Shares or such the shares of Stock are listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such Receipts, such Depositary Shares or such shares of Stock as may be required by law or applicable securities stock exchange regulation. The Depositary shall serve as the initial Registrar. The Registrar shall maintain books at the Depositary's Office (or at such other place as shall be approved by the Company and of which the holders of Receipts shall have reasonable notice) for the registration of transfer of Receipts, which books at all reasonable times shall be open for inspection by the record holders of Receipts; provided that the exercise of such right shall be governed by the provisions of Section 607.1602 of the Florida Business Corporation Act, as amended, or any successor provision thereto, anything herein to the contrary notwithstanding. The Depositary may cause the Registrar to close the books with respect to the Receipts, at any time or from time to time appoint time, when the register of stockholders of the Company is closed with respect to the Stock or when such action is deemed necessary or advisable by the Depositary, any Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary Agent or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company because of any such actionrequirement of law or of any government, governmental body or commission, stock exchange or any applicable self-regulatory body, including, without limitation, the NASD.

Maintenance of Offices. Agencies and Transfer Books by ------------------------------------------------------ the Depositary; Registrar. Upon execution of this Deposit Agreement, the ------------------------- Depositary shall maintain at the Depositary's office Office, facilities for the execution and delivery, registration and registration of transfer, surrender and exchange of Receipts, and at the offices of the Depositary's Agents, if any, facilities for the delivery, registration of transfer, surrender and exchange of Receipts, all in accordance with the provisions of this Deposit Agreement. The Depositary shall keep books at the Depositary's Office for the registration and registration of transfer of Receipts, and to reflect potential split-ups and combinations of Depositary Shares, which books during normal business hours at all reasonable times shall be open for inspection by the record holders of Receipts; provided that any such holder requesting to exercise such right shall certify to the Depositary that such inspection shall be for a proper purpose reasonably related to such person's interest as an owner of Depositary Shares evidenced by the ReceiptsCompany. The Depositary may close each such books, at any time books only when the register of stockholders of the Company is closed or from time to time, when deemed expedient as otherwise required by it in connection with the performance of its duties hereunderlaw. The Depositary may, with the approval of the Company, appoint a Registrar (which may be the Depositary) for registration of the Receipts or the Depositary Shares evidenced thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such Depositary Shares shall be listed on one or more national securities exchangesthe New York Stock Exchange, the Depositary will appoint a Registrar (acceptable to the Company) for registration of such Receipts or Depositary Shares in accordance with any requirements of such exchangeExchange. Such Registrar (which may be the Depositary if so permitted by the requirements of any such exchangeExchange) may be removed and a substitute registrar appointed by the Depositary upon the request or with the approval of the Company. If the Receipts, such Depositary Shares or such Stock are listed on one or more other stock exchanges, the Depositary will, at the request and at the expense of the Company, arrange such facilities for the delivery, registration, registration of transfer, surrender and exchange of such Receipts, such Depositary Shares or such Stock as may be required by law or applicable securities stock exchange regulation. The Depositary may from time to time appoint Depositary's Agents to act in any respect for the Depositary for the purposes of this Deposit Agreement and may at any time appoint additional Depositary's Agents and vary or terminate the appointment of such Depositary's Agents. The Depositary will notify the Company of any such action.