Common use of Obligations of the Depositary Clause in Contracts

Obligations of the Depositary. the Depositary’s Agents, the Registrar and the Company. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the Deposit Agreement to holders of Receipts other than for its gross negligence or willful misconduct. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share of Preferred Stock or for the manner or effect of any such vote, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit Agreement, and no implied covenants or obligations shall be read into the Deposit Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents and any Registrar may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates.

Obligations of the Depositary. the Depositary’s Agents, the Registrar Custodian and the Company. Neither the Depositary nor any Depositary’s Agent nor any Registrar the Custodian nor the Company assumes any obligation or shall be subject to any liability under the Deposit Agreement to holders Holders of American Depositary Receipts other than for or Beneficial Owners of American Depositary Shares, as the case may be, except that each agrees to use its gross negligence or willful misconductbest judgment and good faith in the performance of obligations and duties specifically set forth in the Deposit Agreement. Neither the Depositary nor any Depositary’s Agent nor any Registrar the Custodian nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Preferred StockReceipts, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be liable for any action or any failure to act nonaction by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Preferred Stock for deposit, any holder Holder of a an American Depositary Receipt or Beneficial Owner of American Depositary Shares, as the case may be, or any other person believed by it in good faith to be competent to give such information. The Depositary, advice or information or for any Depositary’s Agent, translation of any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction report or other document made by translator believed by it to be genuine and to have been signed or presented by competent. Neither the proper party or parties. The Depositary nor the Custodian shall not be responsible for any failure to carry out any instruction instructions to vote any of the share of Preferred Stock Deposited Securities or for the manner or effect of any such vote made either with or without request, or for not exercising any right to vote, as long as any such action or non-action nonaction is in good faith. The Depositary undertakes, and will indemnify the Company against any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit Agreement, and no implied covenants liability which may arise out of acts performed or obligations shall be read into the Deposit Agreement against omitted by the Depositary negligently or any Registrar. The Depositary, the Depositary’s Agents and any Registrar may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliatesbad faith.

Obligations of the Depositary. the Depositary’s 's Agents, the Registrar Registrar, the Transfer Agent and the Company. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor any Transfer Agent nor the Company assumes any obligation or shall be subject to any liability under the this Deposit Agreement to holders of Receipts other than for its gross negligence or willful misconduct. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor any Transfer Agent nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor any Transfer Agent nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s 's Agent, any Registrar Registrar, any Transfer Agent and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary and any Depositary's Agent shall not be responsible for any failure to carry out any instruction to vote any of the share shares of Preferred Stock or for the manner or effect of any such votevote made, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar and Transfer Agent shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit this Agreement, and no implied covenants or obligations shall be read into the Deposit this Agreement against the Depositary, any Registrar or any Transfer Agent. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or any Registrarits agents due to its or their negligence or bad faith. The Depositary, the Depositary’s Agents 's Agents, any Registrar and any Registrar Transfer Agent may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates.

Obligations of the Depositary. the Depositary’s AgentsCustodian and the Company. The Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement or the Receipts to Holders, Beneficial Owners or other persons, including for any consequential or punitive damages for any breach of the Registrar terms of this Deposit Agreement, except that it agrees to act in good faith and without negligence in the performance of its obligations set forth in this Deposit Agreement. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement or the Receipts to Holders, Beneficial Owners of Receipts or other persons (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), including for any consequential or punitive damages for any breach of the terms of this Deposit Agreement, except that it agrees to act in good faith and without negligence in the performance of its duties set forth in this Deposit Agreement. The Depositary and the Company undertake to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Deposit Agreement against the Depositary or the Company. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the Deposit Agreement to holders of Receipts other than for its gross negligence or willful misconduct. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Preferred StockReceipts, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be liable for any action or any failure to act inaction by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Preferred Stock Shares for deposit, any holder of a Receipt Holder or Beneficial Owner, or any other person believed by it in good faith to be competent to give such advice or information. The Each of the Depositary, any Depositary’s Agent, any Registrar its agents and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Neither the Depositary and its agents nor the Company shall not be responsible liable for any failure by the Depositary to carry out any instruction instructions to vote any of the share of Preferred Stock Deposited Securities, or for the manner in which any vote is cast or the effect of any such vote; provided, as long as that any such action or non-action omission is in good faithfaith and without negligence and in accordance with the terms of this Deposit Agreement. Neither the Depositary nor the Company shall incur any liability for any failure to determine that any distribution or action may be lawful or commercially feasible, for any investment risk associated with acquiring an interest in the Deposited Securities, for any tax consequences that may result from the ownership of ADSs, Shares or Deposited Securities, for the credit-worthiness of any third party or for allowing any rights to lapse upon the terms of this Deposit Agreement. The Depositary undertakesshall not incur any liability for the content of any information submitted to it by the Company for distribution to the Holders, and for any Registrar shall be required to undertakeinaccuracy of any translation thereof (provided the Depositary was not involved in translating such information), to perform such duties and only such duties as are specifically set forth in for the validity or worth of the Deposited Securities or for the failure or timeliness of any notice from the Company. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement, and no implied covenants or obligations shall be read into the Deposit Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents and any Registrar may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates.

Obligations of the Depositary. the Depositary’s AgentsTHE DEPOSITARY’S AGENTS, the Registrar and the CompanyTHE REGISTRAR AND THE COMPANY. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the The Company assumes any no obligation or and shall be subject to any no liability under the this Deposit Agreement or the Receipts to holders or other persons, except to perform its obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence or bad faith. Each of the Depositary, the Depositary’s Agents and the Registrar assumes no obligation and shall be subject to no liability under this Deposit Agreement or the Receipts to holders or other than for its gross persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence or willful misconduct. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary’s Agent, any the Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share of Preferred Stock or for the manner or effect of any such vote, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit Agreement, and no implied covenants or obligations shall be read into the Deposit Agreement against the Depositary or any Registrar. The Depositary, the Registrar and any Depositary’s Agents and any Registrar Agent may own and deal in any class of securities of the Company and its affiliates and in ReceiptsReceipts or Depositary Shares. The Depositary may also act as transfer agent or registrar Registrar of any of the securities of the Company and its affiliates. It is intended that neither the Depositary nor any Depositary’s Agent nor the Registrar shall be deemed to be an “issuer” of the Stock, the Depositary Shares, or the Receipts or other securities issued upon conversion, exchange or redemption of the Stock under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary’s Agent and the Registrar are acting only in a ministerial capacity; provided, however, that the Depositary and any Depositary’s Agent agree to comply with all information reporting and withholding requirements applicable to each of them under law or this Deposit Agreement in their capacity as such. Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary’s Agent nor the Registrar makes any representation or has any responsibility as to the validity of the registration statement pursuant to which the Depositary Shares are registered under the Securities Act, the Stock, the Depositary Shares or any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement. The Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a statement of the Company summarizing certain provisions of this Deposit Agreement. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Stock at any time deposited with the Depositary hereunder or of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares or as to any right, title or interest of the record holders of Receipts in and to the Depositary Shares except that the Depositary hereby represents and warrants as follows: (i) the Depositary has been duly organized and is validly existing and in good standing under the laws of the State of , with full power, authority and legal right under such law to execute, deliver and carry out the terms of this Deposit Agreement; (ii) this Deposit Agreement has been duly authorized, executed and delivered by the Depositary; and (iii) this Deposit Agreement constitutes, and when executed and delivered, each Receipt will constitute, a valid and binding obligation of the Depositary, enforceable against the Depositary in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Depositary shall not be accountable for the use or application by the Company of its proceeds from the Depositary Shares or the Receipts.

Obligations of the Depositary. the Depositary’s 's Agents, the any Registrar and the Company. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the this Deposit Agreement to holders of Receipts Depositary Shares other than for its gross negligence or willful misconduct. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Preferred Stock for deposit, any holder of a Receipt Depositary Share or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s 's Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share shares of Preferred Stock or for the manner or effect of any such vote, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the this Deposit Agreement, and no implied covenants or obligations shall be read into the this Deposit Agreement against the Depositary or any Registrar. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents due to its or their negligence or bad faith. The Depositary, the Depositary’s Agents and 's Agents, any Registrar and the Company may own and deal in any class of securities of the Company and its affiliates and in ReceiptsDepositary Shares. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates.

Obligations of the Depositary. the Depositary’s Agents, the Registrar and the Company. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the this Deposit Agreement to holders of Receipts other than for its gross negligence negligence, willful misconduct or willful misconductbad faith. Notwithstanding anything in this Agreement to the contrary, neither the Depositary, nor the Depositary’s Agent nor any Registrar nor the Company shall be liable in any event for special, punitive, incidental, indirect or consequential losses or damages of any kind whatsoever (including but not limited to lost profits). Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be under under, any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s Agent, any Registrar and the Company may each rely and shall each be protected in acting upon or omitting to act upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share shares of Preferred Stock stock or for the manner or effect of any such votevote made, as long as any such action or non-action is not taken in good bad faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit this Agreement, and no implied covenants or obligations shall be read into the Deposit this Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents Agents, and any Registrar may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates. The Depositary shall not be under any liability for interest on any monies at any time received by it pursuant to any of the provisions of this Agreement or of the Receipts, the Depositary Shares or the Stock nor shall it be obligated to segregate such monies from other monies held by it, except as required by law. The Depositary shall not be responsible for advancing funds on behalf of the Company and shall have no duty or obligation to make any payments if it has not timely received sufficient funds to make timely payments. In the event the Depositary believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Depositary hereunder, or in the administration of any of the provisions of this Agreement, the Depositary shall deem it necessary or desirable that a matter be proved or established prior to taking, omitting or suffering to take any action hereunder, the Depositary may, in its sole discretion upon written notice to the Company, refrain from taking any action and shall be fully protected and shall not be liable in any way to the Company, any holders of Receipts or any other person or entity for refraining from taking such action, unless the Depositary receives written instructions or a certificate signed by the Company which eliminates such ambiguity or uncertainty to the satisfaction of the Depositary or which proves or establishes the applicable matter to the satisfaction of the Depositary.

Obligations of the Depositary. the Depositary’s Agents, the Registrar and the Company. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the this Deposit Agreement to holders of Receipts other than for its gross negligence negligence, willful misconduct or willful misconductbad faith. Notwithstanding anything in this Agreement to the contrary, neither the Depositary, nor the Depositary’s Agent nor any Registrar nor the Company shall be liable in any event for special, punitive, incidental, indirect or consequential losses or damages of any kind whatsoever (including but not limited to lost profits). Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be under under, any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s Agent, any Registrar and the Company may each rely and shall each be protected in acting upon or omitting to act upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary will indemnify the Company against any liability which may directly arise out of acts performed or omitted by the Depositary due to its gross negligence, willful misconduct or bad faith, however, in no event shall the Depositary be liable for consequential, special or indirect damages of any kind, regardless of whether the Depositary is put on notice of the possibility of such damages. The Depositary shall not be liable for the acts or omissions due to the gross negligence, willful misconduct or bad faith of any Depositary’s Agent, so long as such Depositary’s Agent was appointed with due care. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share shares of Preferred Stock or for the manner or effect of any such votevote made, as long as any such action or non-action is not taken in good bad faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit this Agreement, and no implied covenants or obligations shall be read into the Deposit this Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents Agents, and any Registrar may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates. The Depositary shall not be under any liability for interest on any monies at any time received by it pursuant to any of the provisions of this Agreement or of the Receipts, the Depositary Shares or the Stock nor shall it be obligated to segregate such monies from other monies held by it, except as required by law. The Depositary shall not be responsible for advancing funds on behalf of the Company and shall have no duty or obligation to make any payments if it has not timely received sufficient funds to make timely payments. In the event the Depositary believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Depositary hereunder, or in the administration of any of the provisions of this Agreement, the Depositary shall deem it necessary or desirable that a matter be proved or established prior to taking, omitting or suffering to take any action hereunder, the Depositary may, in its sole discretion upon written notice to the Company, refrain from taking any action and shall be fully protected and shall not be liable in any way to the Company, any holders of Receipts or any other person or entity for refraining from taking such action, unless the Depositary receives written instructions or a certificate signed by the Company which eliminates such ambiguity or uncertainty to the satisfaction of the Depositary or which proves or establishes the applicable matter to the satisfaction of the Depositary. The Depositary shall not be liable to the Company, any holder of Receipts, or any action taken by it in accordance with the written instruction of the Company or the holders of Receipts.

Obligations of the Depositary. the Depositary’s 's Agents, the Registrar and the Company. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the The Company assumes any no obligation or and shall be subject to any no liability under the this Deposit Agreement or the Receipts to holders or other persons, except to perform in good faith such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement. Each of the Depositary, the Depositary's Agents and the Registrar assumes no obligation and shall be subject to no liability under this Deposit Agreement or the Receipts to holders or other than for its persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without gross negligence or willful misconduct. Neither the Depositary nor any Depositary’s 's Agent nor any the Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in with respect of the Preferred to Stock, the Depositary Shares or the Receipts which or Common Stock that in its opinion may involve it in expense or liability liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor any the Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary’s 's Agent, any the Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share of Preferred Stock or for the manner or effect of any such vote, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit Agreement, and no implied covenants or obligations shall be read into the Deposit Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents Registrar and any Registrar Depositary's Agent may own and deal in any class of securities of the Company and its affiliates and in ReceiptsReceipts or Depositary Shares. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates. It is intended that neither the Depositary nor any Depositary's Agent nor the Registrar shall be deemed to be an "issuer" of the Stock, the Depositary Shares, or the Receipts or other securities issued upon exchange or conversion of the Stock under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent and the Registrar are acting only in a ministerial capacity; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary's Agent nor the Registrar makes any representation or has any responsibility as to the validity of the registration statement pursuant to which the Depositary Shares are registered under the Securities Act, the Stock, the Depositary Shares or any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement. The Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a statement of the Company summarizing certain provisions of this Deposit Agreement. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Stock at any time deposited with the Depositary hereunder or of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares or as to any right, title or interest of the record holders of Receipts in and to the Depositary Shares except that the Depositary hereby represents and warrants as follows: (i) the Depositary has been duly organized and is validly existing and in good standing under the laws of the State of Minnesota, with full power, authority and legal right under such law to execute, deliver and carry out the terms of this Deposit Agreement; (ii) this Deposit Agreement has been duly authorized, executed and delivered by the Depositary; and (iii) this Deposit Agreement constitutes, and when executed and delivered, each Receipt will constitute, a valid and binding obligation of the Depositary, enforceable against the Depositary in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Depositary shall not be accountable for the use or application by the Company of the Depositary Shares or the Receipts or the proceeds thereof.

Obligations of the Depositary. the Depositary’s 's Agents, the Registrar and the Company. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the this Deposit Agreement to holders of Receipts other than for its gross negligence or willful misconduct. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s 's Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share shares of Preferred Stock or for the manner or effect of any such vote, as long as any such action or non-action nonaction is in good faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit this Agreement, and no implied covenants or obligations shall be read into the Deposit this Agreement against the Depositary or any Registrar. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents due to its or their gross negligence or bad faith. The Depositary, the Depositary’s Agents and 's Agents, any Registrar and the Company may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates.

Obligations of the Depositary. the Depositary’s Agents, the Registrar and the Company. Neither the The Depositary assumes no obligation nor any Depositary’s Agent nor any Registrar nor the Company assumes any obligation or shall it be subject to any liability under the Deposit this Agreement to holders any Clearing System or any holder of Receipts Book-Entry Interests (including, without limitation, liability with respect to the validity or worth of the Global Notes), other than for its gross negligence or willful misconductthat it agrees to perform such duties as are specifically set forth in this Agreement. Neither In no event shall the Depositary nor be deemed to owe any fiduciary relationship to any Person as a result of its administering this Agreement. The Depositary makes no representation or warranty and shall at no time have any responsibility for, or liability or obligation in respect of, the legality, validity, binding effect, adequacy or enforceability of the Global Notes, the performance and observance by the Issuer or any Guarantor of their respective obligations under or in respect of the Global Notes or the recoverability of any sum of interest, principal, premium, if any, or Additional Amounts, if any, due or to become due from the Issuer or any Guarantor in respect of the Global Notes. The Depositary shall at no time have any responsibility for, or obligation or liability in respect of, the financial condition, creditworthiness, affairs, status or nature of the Issuer or any Guarantor. The Depositary shall at no time be liable for any act, default or omission of the Issuer or any Guarantor under or in respect of the Global Notes. Payments in respect of the CDIs with respect to a Tranche of Notes will only be made to the extent of any amounts actually received by or on behalf of the Depositary in respect of the corresponding Global Notes of such Tranche. The Depositary shall not be required to give notice to the Issuer or any Clearing System that any Global Note of a Tranche is repayable or that any Event of Default in relation to any Global Note of a Tranche has occurred pursuant to the applicable Indenture or take any proceedings to enforce payment under the applicable Indenture, except as expressly provided otherwise in this Agreement. The Depositary shall not be under any obligation to exercise in favor of any Clearing System any rights of set-off or of bankers' lien or of counterclaims that may arise out of any other transaction between the Issuer or the Depositary’s Agent nor any Registrar nor the Company . The Depositary shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stockany Global Note or in respect of any CDIs, the Depositary Shares or the Receipts take any other action or omit to take any action under this Agreement, which in its opinion may involve it in expense or liability liability, unless indemnity satisfactory to it against all expense expenses and liability be furnished as often as may be required. Neither The Depositary shall not be liable for any acts or omissions made by a successor Depositary whether in connection with a previous act or omission of the Depositary nor or in connection with a matter arising wholly after the removal or resignation of the Depositary, provided that the Depositary complied with its obligations in Section 3 of this Exhibit A when it acted as Depositary. The Depositary shall have no liability for the calculation, timing or appropriateness of any Depositary’s Agent nor interest, principal, premium, if any, Additional Amounts, if any, or other payment or distribution to be made in connection with any Registrar nor Global Note, and the Company Issuer shall have sole responsibility therefor, provided that the Depositary shall be liable for any action its own bad faith, willful misconduct or any failure to act by it negligence in reliance upon connection with the written advice of legal counsel or accountants, or information from any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or partiesforegoing. The Depositary shall not be responsible under any liability for interest on, or any failure obligation to carry out invest or segregate, any instruction monies at any time received by it pursuant to vote any the terms and conditions of the share of Preferred Stock this Agreement except as required by law or for the manner or effect of any such vote, as long as any such action or non-action is expressly provided in good faiththis Agreement. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit Agreement, and no implied covenants or obligations shall be read into the Deposit Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents and any Registrar may own and deal in any class of securities of the Company Issuer and its affiliates and in ReceiptsBook-Entry Interests. EXHIBIT B FORM OF CERTIFICATED DEPOSITARY INTEREST FOR THE CERTIFICATED DEPOSITARY INTERESTS IN THE [GLOBAL SENIOR NOTES] [GLOBAL JUNIOR NOTES]. Reference is hereby made to the Deposit Agreement dated as of May 19, 2003 (the "DEPOSIT AGREEMENT") between Marconi Corporation plc (the "ISSUER") and The Depositary may also act as transfer agent or registrar Bank of any of New York. Unless otherwise specified herein, capitalised terms used but not defined herein shall have the securities of meanings given to them in the Company and its affiliatesDeposit Agreement.

Obligations of the Depositary. the Depositary’s 's Agents, the Registrar and the Company. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the this Deposit Agreement to holders of Receipts other than for its gross negligence or willful misconduct. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s 's Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share shares of Preferred Stock or for the manner or effect of any such votevote made, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the this Deposit Agreement, and no implied covenants or obligations shall be read into the this Deposit Agreement against the Depositary or any Registrar. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents due to its or their negligence or bad faith. The Depositary, the Depositary’s 's Agents and any Registrar may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates.

Obligations of the Depositary. the Depositary’s AgentsTHE DEPOSITARY’S AGENTS, the Registrar and the CompanyTHE REGISTRAR AND THE COMPANY. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the The Company assumes any no obligation or and shall be subject to any no liability under the this Deposit Agreement or the Receipts to holders or other persons, except to perform its obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence or bad faith. Each of the Depositary, the Depositary’s Agents and the Registrar assumes no obligation and shall be subject to no liability under this Deposit Agreement or the Receipts to holders or other than for its gross persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence or willful misconduct. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary’s Agent, any the Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share of Preferred Stock or for the manner or effect of any such vote, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit Agreement, and no implied covenants or obligations shall be read into the Deposit Agreement against the Depositary or any Registrar. The Depositary, the Registrar and any Depositary’s Agents and any Registrar Agent may own and deal in any class of securities of the Company and its affiliates and in ReceiptsReceipts or Depositary Shares. The Depositary may also act as transfer agent or registrar Registrar of any of the securities of the Company and its affiliates. It is intended that neither the Depositary nor any Depositary’s Agent nor the Registrar shall be deemed to be an “issuer” of the Stock, the Depositary Shares, or the Receipts or other securities issued upon conversion, exchange or redemption of the Stock under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary’s Agent and the Registrar are acting only in a ministerial capacity; provided, however, that the Depositary and any Depositary’s Agent agree to comply with all information reporting and withholding requirements applicable to each of them under law or this Deposit Agreement in their capacity as such. Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary’s Agent nor the Registrar makes any representation or has any responsibility as to the validity of the registration statement pursuant to which the Depositary Shares are registered under the Securities Act, the Stock, the Depositary Shares or any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement. The Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a statement of the Company summarizing certain provisions of this Deposit Agreement. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Stock at any time deposited with the Depositary hereunder or of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares or as to any right, title or interest of the record holders of Receipts in and to the Depositary Shares except that the Depositary hereby represents and warrants as follows: (i) the Depositary has been duly organized and is validly existing and in good standing under the laws of the State of [ ], with full power, authority and legal right under such law to execute, deliver and carry out the terms of this Deposit Agreement; (ii) this Deposit Agreement has been duly authorized, executed and delivered by the Depositary; and (iii) this Deposit Agreement constitutes, and when executed and delivered, each Receipt will constitute, a valid and binding obligation of the Depositary, enforceable against the Depositary in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Depositary shall not be accountable for the use or application by the Company of its proceeds from the Depositary Shares or the Receipts.

Obligations of the Depositary. the Depositary’s Agents, the Registrar Custodian and the CompanyIssuer. Neither the Depositary The Issuer and its agents assume no obligation nor any Depositary’s Agent nor any Registrar nor the Company assumes any obligation or shall they be subject to any liability under the this Deposit Agreement or the Receipts to holders Owners or Beneficial Owners of Receipts other than for its gross Receipts, except that they agree to perform their obligations specifically set forth in this Deposit Agreement without negligence or willful misconductbad faith. Neither The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement or the Receipts to any Owner or Beneficial Owner of any Receipt (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary and the Issuer undertake to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Deposit Agreement against the Depositary or the Issuer or their respective agents. Without limitation of the preceding, neither the Depositary nor any Depositary’s Agent the Issuer nor any Registrar nor the Company of their respective directors, employees, agents, affiliates or controlling persons shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Preferred StockReceipts, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor any Depositary’s Agent the Issuer nor any Registrar nor the Company of their respective controlling persons or agents shall be liable for any action or any failure to act nonaction by it or them in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Preferred Stock Shares for deposit, any holder of a Receipt Owner or any other person believed by it in good faith to be competent to give such information. The Depositaryadvice or information including, but not limited to, any Depositary’s Agent, any Registrar and the Company may each rely and shall each be protected in acting such action or nonaction based upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that, in connection with the issue out of which such potential liability arises, the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary and the Issuer may rely and shall be protected in acting upon any written notice, request, direction or other documents believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction instructions to vote any of the share of Preferred Stock Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, as long as provided that any such action or non-action nonaction is in good faith. The Depositary undertakes, and No disclaimer of liability under the Securities Act of 1933 is intended by any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the provision of this Deposit Agreement, and no implied covenants or obligations shall be read into the Deposit Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents and any Registrar may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates.

Obligations of the Depositary. the Depositary’s Agents, the Registrar and the Company. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the this Deposit Agreement to holders of Receipts other than for its gross negligence negligence, willful misconduct or willful misconductbad faith. Notwithstanding anything in this Deposit Agreement to the contrary, neither the Depositary, nor the Depositary’s Agent nor any Registrar nor the Company shall be liable in any event for special, punitive, incidental, indirect or consequential losses or damages of any kind whatsoever (including but not limited to lost profits). Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be under under, any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished by the holders as often as may be required. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s Agent, any Registrar and the Company may each rely and shall each be protected in acting upon or omitting to act upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share shares of Preferred Stock or for the manner or effect of any such votevote made, as long as any such action or non-action is not taken in good bad faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the this Deposit Agreement, and no implied covenants or obligations shall be read into the this Deposit Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents Agents, and any Registrar may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates. The Depositary shall not be under any liability for interest on any monies at any time received by it pursuant to any of the provisions of this Deposit Agreement or of the Receipts, the Depositary Shares or the Stock nor shall it be obligated to segregate such monies from other monies held by it, except as required by law. The Depositary shall not be responsible for advancing funds on behalf of the Company and shall have no duty or obligation to make any payments if it has not timely received sufficient funds to make timely payments. In the event the Depositary believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Depositary hereunder, or in the administration of any of the provisions of this Deposit Agreement, the Depositary shall deem it necessary or desirable that a matter be proved or established prior to taking, omitting or suffering to take any action hereunder, the Depositary may, in its sole discretion upon written notice to the Company, refrain from taking any action and shall be fully protected and shall not be liable in any way to the Company, any holders of Receipts or any other person or entity for refraining from taking such action, unless the Depositary receives written instructions or a certificate signed by the Company which eliminates such ambiguity or uncertainty to the satisfaction of the Depositary or which proves or establishes the applicable matter to the satisfaction of the Depositary.

Obligations of the Depositary. the Depositary’s 's Agents, the Registrar and the Company. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the this Deposit Agreement to holders of Receipts other than for its gross negligence or willful misconduct. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be authorized or competent to give such information. The Depositary, any Depositary’s 's Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. In the event the Depositary shall receive conflicting claims, requests or instructions from any holders of Receipts, on the one hand, and the Company, on the other hand, the Depositary shall be entitled to act on such claims, requests or instructions received from the Company, and shall be entitled to the full indemnification set forth in Section 5.06 in connection with any action so taken. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share shares of Preferred Stock or for the manner or effect of any such votevote made, as long as any such action or non-action is in good faithfaith and does not result from negligence or willful misconduct of the Depositary. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the this Deposit Agreement, and no implied covenants or obligations shall be read into the this Deposit Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents 's Agents, and any Registrar may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliatesaffiliates (including, without limitations, the Stock).

Obligations of the Depositary. the Depositary’s 's Agents, the Registrar and the Company. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the this Deposit Agreement or any Receipt to holders of Receipts other than for its gross negligence or willful misconductthat each of them agrees to use good faith in the performance of such duties as are specifically set forth in this Deposit Agreement. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in with respect of to the Preferred Stock, the Depositary Shares Shares, Receipts [or the Receipts which Series A Stock] that in its opinion may involve it in expense or liability liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountantsof, or information from from, legal counsel, accountants, any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary’s Agent, any Registrar 's Agent and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share of Preferred Stock Depositary, its parent, affiliates, subsidiaries, officers, directors or for the manner or effect of any such vote, as long as any such action or non-action is in good faith. The Depositary undertakes, employees and any Registrar shall be required to undertakeDepositary's Agent may own, to perform such duties and only such duties as are specifically set forth in the Deposit Agreementbuy, and no implied covenants sell or obligations shall be read into the Deposit Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents and any Registrar may own and deal in any class of securities of the Company and its affiliates and Receipts or Depositary Shares, or become pecuniarily interested in Receiptsany transaction in which the Company or its officers may be interested, or contract with or lend money to the Company or any of its affiliates or officers, or otherwise act fully or as freely as if it were not the Depositary or the Depositary's Agent hereunder. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates.. It is intended that neither the Depositary nor any Depositary's Agent shall be deemed to be an "issuer" of securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent are acting only in a ministerial capacity as Depositary for the Preferred Stock; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. The Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a statement of the Company summarizing certain provisions of this Deposit Agreement. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Preferred Stock at any time deposited with the Depositary hereunder or of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares, or as to any right, title or interest of the record holders of Receipts in and to the Depositary Shares, except that the Depositary hereby represents and warrants as follows: (i) the Depositary has been duly organized and is validly existing and in good standing under the laws of the United States with full power, authority and legal right under such laws to execute, deliver and carry out the terms of this Deposit Agreement; (ii) this Deposit Agreement has been duly authorized, executed and delivered by the Depositary; and (iii) this Deposit Agreement constitutes a valid and binding obligation of the Depositary, enforceable against the Depositary in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditors rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Depositary shall not be accountable for the use or application by the Company of the Depositary Shares or the Receipts or the proceeds of the sale thereof. 15

Obligations of the Depositary. the Depositary’s 's Agents, the Registrar Registrar, the Transfer Agent and the Company. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor any Transfer Agent nor the Company assumes any obligation or shall be subject to any liability under the this Deposit Agreement to holders of Receipts other than for its gross negligence or willful misconduct. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor any Transfer Agent nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor any Transfer Agent nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s 's Agent, any Registrar Registrar, any Transfer Agent and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. In the event the Depositary shall receive conflicting claims, requests or instructions from any holders of Receipts, on the one hand, and the Company, on the other hand, the Depositary shall be entitled to act on such claims, requests or instructions received from the Company, and shall be entitled to the full indemnification set forth in Section 5.06 hereof in connection with any action so taken. The Depositary and any Depositary's Agent shall not be responsible for any failure to carry out any instruction to vote any of the share shares of Preferred Stock or for the manner or effect of any such votevote made, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar and Transfer Agent shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit this Agreement, and no implied covenants or obligations shall be read into the Deposit this Agreement against the Depositary, any Registrar or any Transfer Agent. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or any Registrarits agents due to its or their negligence or bad faith. The Depositary, the Depositary’s Agents 's Agents, any Registrar and any Registrar Transfer Agent may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates.

Obligations of the Depositary. the Depositary’s 's Agents, the Registrar and the Company. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the The Company assumes any no obligation or and shall be subject to any no liability under the this Deposit Agreement or the Receipts to holders or other persons, except to perform in good faith such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement. Each of the Depositary, the Depositary's Agents and the Registrar assumes no obligation and shall be subject to no liability under this Deposit Agreement or the Receipts to holders or other than for its gross persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence or willful misconductbad faith. Neither the Depositary nor any Depositary’s 's Agent nor any the Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in with respect of the Preferred to Stock, the Depositary Shares Shares, Receipts or the Receipts which Common Stock that in its opinion may involve it in expense or liability liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor any the Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary’s 's Agent, any the Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share of Preferred Stock or for the manner or effect of any such vote, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit Agreement, and no implied covenants or obligations shall be read into the Deposit Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents Registrar and any Registrar Depositary's Agent may own and deal in any class of securities of the Company and its affiliates and in ReceiptsReceipts or Depositary Shares. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates. It is intended that neither the Depositary nor any Depositary's Agent shall be deemed to be an "issuer" of the Stock, the Depositary Shares, the Receipts or the Common Stock issued upon conversion or redemption of the Stock under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent are acting only in a ministerial capacity as Depositary for the Stock; provided, however, that the Depositary agrees to comply with all information, reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary's Agent makes any representation or has any responsibility as to the validity of the Registration Statement pursuant to which the Depositary Shares are registered under the Securities Act, the Stock, the Depositary Shares or any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement. The Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a statement of the Company summarizing certain provisions of this Deposit Agreement. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Stock at any time deposited with the Depositary hereunder or of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares or as to any right, title or interest of the record holders of Receipts in and to the Depositary Shares except that the Depositary hereby represents and warrants as follows: (i) the Depositary has been duly organized and is validly existing and in good standing under the laws of the State of New York, with full power, authority and legal right under such law to execute, deliver and carry out the terms of this Deposit Agreement; (ii) this Deposit Agreement has been duly authorized, executed and delivered by the Depositary; and (iii) this Deposit Agreement constitutes a valid and binding obligation of the Depositary, enforceable against the Depositary in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Depositary shall not be accountable for the use or application by the Company of the Depositary Shares or the Receipts or the proceeds thereof.

Obligations of the Depositary. the Depositary’s 's Agents, the Registrar and the Company. Neither the Depositary nor Depositary, any Depositary’s Agent nor 's Agent, any Registrar nor the Company assumes any obligation or shall be subject to any liability under the this Deposit Agreement or any Receipt to holders of Receipts other than for its from acts or omissions arising out of conduct constituting bad faith, negligence, gross negligence or willful misconductmisconduct in the performance of such duties as are specifically set forth in this Deposit Agreement. Neither the Depositary nor Depositary, any Depositary’s Agent nor 's Agent, any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in with respect of to the deposited Preferred Stock, the Depositary Shares or the Receipts which that in its reasonable opinion may involve it in expense or liability liability, unless indemnity reasonably satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor Depositary, any Depositary’s Agent nor 's Agent, any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from provided by any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s 's Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. In the event the Depositary shall receive conflicting claims, requests or instructions from any holders of Receipts, on the one hand, and the Company, on the other hand, the Depositary shall be entitled to act on such claims, requests or instructions received from the Company, and shall be entitled to the full indemnification set forth in Section 5.06 hereof in connection with any action so taken. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share of deposited Preferred Stock or for the manner or effect of any such votevote made, as long as any such action or non-action is in good faithfaith and does not result from negligence or willful misconduct of the Depositary. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the this Deposit Agreement, and no implied covenants or obligations shall be read into the Deposit this Agreement against the Depositary or any Registrar. The Depositary, the its parent, affiliate, or subsidiaries, any Depositary’s Agents 's Agent, and any Registrar may own and own, buy, sell or deal in any class of securities of the Company and its affiliates and in ReceiptsReceipts or Depositary Shares or become pecuniarily interested in any transaction in which the Company or its affiliates may be interested or contract with or lend money to or otherwise act as fully or as freely as if it were not the Depositary or the Depositary's Agent hereunder. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates. It is intended that neither the Depositary nor any Depositary's Agent shall be deemed to be an "issuer" of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent are acting only in a ministerial capacity as Depositary for the deposited Preferred Stock; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary.

Obligations of the Depositary. the Depositary’s 's Agents, the Registrar and the Company. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the this Deposit Agreement to holders of Receipts other than for its gross negligence or willful misconduct. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be liable to any party hereto for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Preferred shares of Stock for deposit, deposit or any holder of a Receipt or any other person believed by it in good faith to be competent to give such informationReceipt. The Depositary, any Depositary’s 's Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or partiesparties specified in this Deposit Agreement. The Depositary undertakes and shall not be responsible for any failure to carry out any instruction to vote any of the share of Preferred Stock or for the manner or effect of any such vote, as long as any such action or non-action is in good faith. The Depositary undertakes, and cause any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the this Deposit Agreement, Agreement using its reasonable best efforts and in good faith. The parties hereto acknowledge that no implied covenants or obligations shall be read into the this Deposit Agreement against the Depositary or any Registrar or against the Company with respect to the Depositary and any Registrar. The Depositary will indemnify the Company against any liability that may arise out of acts performed or omitted by the Depositary or any Depositary's Agent due to its or their gross negligence or bad faith. The Depositary, the any Depositary’s Agents and 's Agent, any Registrar and the Company may own and deal in any class of securities of the Company and its affiliates and in ReceiptsReceipts subject to the provisions of applicable law. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates.

Obligations of the Depositary. the Depositary’s Agents, the Registrar 's Agents and the Company. Neither the Depositary nor any Depositary’s Depositary Agent nor any Registrar nor the Company nor the Registrar assumes any obligation or shall be subject to any liability under the this Deposit Agreement or any Receipt to holders of Receipts other than that each of them agrees to use good faith in the performance of such duties as are specifically set forth in this Deposit Agreement and other than for its gross negligence negligence, bad faith or willful misconduct. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company nor the Registrar shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in with respect of the Preferred to Stock, the Adjustable Rate Depositary Shares or the Receipts which or Common Stock or other securities or property that in its opinion may involve it in expense or liability liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company nor the Registrar shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary’s 's Agent, any the Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Notwithstanding the first paragraph of this Section 5.03, the Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share deposited shares of Preferred Stock or for the manner or effect of any such votevote made, as long as any such action or non-action is in good faithfaith or in accordance with this Deposit Agreement. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit Agreement, and no implied covenants or obligations shall be read into the this Deposit Agreement against the Depositary or any Registrar. The Depositary will indemnify the Company against any liability that may arise out of acts performed or omitted by the Depositary or its agents due to its or their negligence, bad faith or willful misconduct. The Depositary, the Depositary’s Agents its parent, affiliates or subsidiaries and any Registrar Depositary's Agent may own and own, buy, sell or deal in any class of securities of the Company and its affiliates and in ReceiptsReceipts or Adjustable Rate Depositary Shares or become pecuniarily interested in any transaction in which the Company or its affiliates may be interested or contract with or lend money to or otherwise act as fully or as freely as if it were not the Depositary or the Depositary's Agent hereunder. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates.. It is intended that neither the Depositary nor any Depositary's Agent shall be deemed to be an "issuer" of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent are acting only in a ministerial capacity as Depositary for the Stock. The Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. Each of the Company and the Depositary agrees to be bound by, and act in accordance with, the Operating Guidelines current from time to time. The Depositary shall not lend the Adjustable Rate Depositary Shares. Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary's Agent nor the Registrar makes any representation or has any responsibility as to the validity of the Prospectus pursuant to which 11

Obligations of the Depositary. the Depositary’s 's Agents, the ------------------------------------------------------- any Registrar and the Company. Neither the Depositary nor any Depositary’s 's ----------------------------- Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the this Deposit Agreement to holders of Receipts Depositary Shares other than for its gross negligence or willful misconduct. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Preferred Stock for deposit, any holder of a Receipt Depositary Share or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s 's Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share shares of Preferred Stock or for the manner or effect of any such vote, as long as any such action or non-action is in good faith. The Depositary undertakes, undertakes and shall cause any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the this Deposit Agreement, Agreement using its reasonable best efforts and in good faith. The parties hereto acknowledge that no implied covenants or obligations shall be read into the this Deposit Agreement against the Depositary or any Registrar. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents due to its or their gross negligence or bad faith. The Depositary, the any Depositary’s Agents and 's Agents, any Registrar and the Company may own and deal in any class of securities of the Company and its affiliates and in ReceiptsDepositary Shares. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates.

Obligations of the Depositary. the Depositary’s 's Agents, ------------------------------------------------------- the Registrar and the CompanyCorporation. Neither the Depositary nor any Depositary’s 's --------------------------------- Agent nor any Registrar nor the Company Corporation assumes any obligation or shall be subject to any liability under the this Deposit Agreement to holders of Receipts other than for its gross negligence or willful misconduct. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company Corporation shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company Corporation shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s 's Agent, any Registrar and the Company Corporation may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share shares of Preferred Stock or for the manner or effect of any such votevote made, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the this Deposit Agreement, and no implied covenants or obligations shall be read into the this Deposit Agreement against the Depositary or any Registrar. The Depositary will be liable to the Corporation for any liability that may arise out of acts performed or omitted by the Depositary or any Depositary, the Depositary’s Agents and any Registrar may own and deal in any class of securities of the Company and 's Agent due to its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates.their gross negligence or wilful

Obligations of the Depositary. the Depositary’s AgentsTHE DEPOSITARY'S AGENTS, the Registrar and the CompanyTHE REGISTRAR AND THE COMPANY. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the this Deposit Agreement to holders of Receipts other than for its gross negligence negligence, willful misconduct or willful misconductbad faith. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be under under, any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s 's Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share shares of Preferred Stock stock or for the manner or effect of any such votevote made, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit this Agreement, and no implied covenants or obligations shall be read into the Deposit this Agreement against the Depositary or any Registrar. The Depositary will indemnify the Company and hold it harmless from any loss, liability or expense (including the reasonable costs and expenses of defending itself) which may arise out of acts performed or omitted by the Depositary or the Depositary's Agents in connection with this Agreement due to its or their negligence, willful misconduct or bad faith. The indemnification obligations of the Depositary set forth in this Section 5.03 shall survive any termination of this Agreement and any succession of any Depositary. The Depositary, the Depositary’s Agents 's Agents, and any Registrar may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates.

Obligations of the Depositary. the Depositary’s AgentsTHE DEPOSITARY'S AGENTS, the Registrar and the CompanyTHE REGISTRAR AND THE COMPANY. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the The Company assumes any no obligation or and shall be subject to any no liability under the this Deposit Agreement or the Receipts to holders or other persons, except to perform its obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence or bad faith. Each of the Depositary, the Depositary's Agents and the Registrar assumes no obligation and shall be subject to no liability under this Deposit Agreement or the Receipts to holders or other than for its gross persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence or willful misconduct. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary’s 's Agent, any the Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share of Preferred Stock or for the manner or effect of any such vote, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit Agreement, and no implied covenants or obligations shall be read into the Deposit Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents Registrar and any Registrar Depositary's Agent may own and deal in any class of securities of the Company and its affiliates and in ReceiptsReceipts or Depositary Shares. The Depositary may also act as transfer agent or registrar Registrar of any of the securities of the Company and its affiliates. It is intended that neither the Depositary nor any Depositary's Agent nor the Registrar shall be deemed to be an "issuer" of the Stock, the Depositary Shares, or the Receipts or other securities issued upon conversion, exchange or redemption of the Stock under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent and the Registrar are acting only in a ministerial capacity; provided, however, that the Depositary and any Depositary's Agent agree to comply with all information reporting and withholding requirements applicable to each of them under law or this Deposit Agreement in their capacity as such. Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary's Agent nor the Registrar makes any representation or has any responsibility as to the validity of the registration statement pursuant to which the Depositary Shares are registered under the Securities Act, the Stock, the Depositary Shares or any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement. The Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a statement of the Company summarizing certain provisions of this Deposit Agreement. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Stock at any time deposited with the Depositary hereunder or of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares or as to any right, title or interest of the record holders of Receipts in and to the Depositary Shares except that the Depositary hereby represents and warrants as follows: (i) the Depositary has been duly organized and is validly existing and in good standing under the laws of the State of [_______________], with full power, authority and legal right under such law to execute, deliver and carry out the terms of this Deposit Agreement; (ii) this Deposit Agreement has been duly authorized, executed and delivered by the Depositary; and (iii) this Deposit Agreement constitutes, and when executed and delivered, each Receipt will constitute, a valid and binding obligation of the Depositary, enforceable against the Depositary in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Depositary shall not be accountable for the use or application by the Company of its proceeds from the Depositary Shares or the Receipts.

Obligations of the Depositary. the Depositary’s 's Agents, the Registrar and the Company. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the The Company assumes any no obligation or and shall be subject to any no liability under the this Deposit Agreement or the Receipts to holders or other persons, except to perform in good faith such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement. Each of the Depositary, the Depositary's Agents and the Registrar assumes no obligation and shall be subject to no liability under this Deposit Agreement or the Receipts to holders or other than for its gross persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence or willful misconductbad faith. Neither the Depositary nor any Depositary’s 's Agent nor any the Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in with respect of the Preferred to Stock, the Depositary Shares or the Receipts which that in its opinion may involve it in expense or liability liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor any the Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary’s 's Agent, any the Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share of Preferred Stock or for the manner or effect of any such vote, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit Agreement, and no implied covenants or obligations shall be read into the Deposit Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents Registrar and any Registrar Depositary's Agent may own and deal in any class of securities of the Company and its affiliates and in ReceiptsReceipts or Depositary Shares. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates. It is intended that neither the Depositary nor any Depositary's Agent nor the Registrar shall be deemed to be an "issuer" of the Stock, the Depositary Shares, or the Receipts or other securities issued upon exchange or redemption of the Stock under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent and the Registrar are acting only in a ministerial capacity; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary's Agent nor the Registrar makes any representation or has any responsibility as to the validity of the Registration Statement pursuant to which the Depositary Shares are registered under the Securities Act, the Stock, the Depositary Shares or any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement. The Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a statement of the Company summarizing certain provisions of this Deposit Agreement. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Stock at any time deposited with the Depositary hereunder or of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares or as to any right, title or interest of the record holders of Receipts in and to the Depositary Shares except that the Depositary hereby represents and warrants as follows: (i) the Depositary has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation, with full power, authority and legal right under such law to execute, deliver and carry out the terms of this Deposit Agreement; (ii) this Deposit Agreement has been duly authorized, executed and delivered by the Depositary; and (iii) this Deposit Agreement constitutes a valid and binding obligation of the Depositary, enforceable against the Depositary in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Depositary shall not be accountable for the use or application by the Company of the Depositary Shares or the Receipts or the proceeds thereof.

Obligations of the Depositary. the Depositary’s Agents, the Registrar and the Company. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the The Company assumes any no obligation or and shall be subject to any no liability under the this Deposit Agreement or the Receipts to holders or other persons, except to perform in good faith such obligations as are specifically set forth and undertaken by it to perform this Deposit Agreement. Each of the Depositary, the Depositary’s Agents and the Registrar assumes no obligation and shall be subject to no liability under this Deposit Agreement or the Receipts to holders or other than for its gross persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence or willful misconductbad faith. Neither the Depositary nor any Depositary’s Agent nor any the Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in with respect of the Preferred to Stock, the Depositary Shares Shares, Receipts or the Receipts which Securities that in its opinion may involve it in expense or liability liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s Agent nor any the Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary’s Agent, any the Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share of Preferred Stock or for the manner or effect of any such vote, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit Agreement, and no implied covenants or obligations shall be read into the Deposit Agreement against the Depositary or any Registrar. The Depositary, the Registrar and any Depositary’s Agents and any Registrar Agent may own and deal in any class of securities of the Company and its affiliates and in ReceiptsReceipts or Depositary Shares. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates. It is intended that neither the Depositary nor any Depositary’s Agent nor any Registrar shall be deemed to be an “issuer” of the Stock, the Depositary Shares, the Receipts or the Securities issued upon conversion or redemption of the Stock under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary’s Agent are acting only in a ministerial capacity as Depositary for the Stock; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary’s Agent nor any Registrar makes any representation or has any responsibility as to the validity of the Registration Statement pursuant to which the Depositary Shares are registered under the Securities Act, the Stock, the Depositary Shares or any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement and its countersignatures on any Receipts. The Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a statement of the Company summarizing certain provisions of this Deposit Agreement. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Stock at any time deposited with the Depositary hereunder or of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares or as to any right, title or interest of the record holders of Receipts in and to the Depositary Shares except that the Depositary hereby represents and warrants as follows: (a) the Depositary has been duly organized and is validly existing and in good standing under the laws of the State of [ ], with full power, authority and legal right under such law to execute, deliver and carry out the terms of this Deposit Agreement; (b) this Deposit Agreement has been duly authorized, executed and delivered by the Depositary; and (c) this Deposit Agreement constitutes a valid and binding obligation of the Depositary, enforceable against the Depositary in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Depositary shall not be accountable for the use or application by the Company of the Depositary Shares or the Receipts or the proceeds thereof.

Obligations of the Depositary. the Depositary’s 's Agents, the any Registrar and the Company. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the this Deposit Agreement to holders of Receipts Depositary Shares other than that each of them agrees to use good faith in the performance of such duties as are specifically set forth in this Deposit Agreement and for its gross negligence negligence, bad faith or willful misconduct. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Preferred Stock for deposit, any holder of a Receipt Depositary Share or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s 's Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share shares of Preferred Stock or for the manner or effect of any such vote, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the this Deposit Agreement, and no implied covenants . The Depositary will indemnify the Company against any liability which may arise out of acts performed or obligations shall be read into the Deposit Agreement against omitted by the Depositary or any Registrarits agents due to its or their negligence or bad faith. The Depositary, the Depositary’s Agents and 's Agents, any Registrar and the Company may own and deal in any class of securities of the Company and its affiliates and in ReceiptsDepositary Shares. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates. The Depositary hereby represents and warrants as follows: (i) the Depositary has been duly organized and is validly existing and in good standing under the laws of the State of ____________________, with full power, authority and legal right under such law to execute, deliver and carry out the terms of this Deposit Agreement; (ii) this Deposit Agreement has been duly authorized, executed and delivered by the Depositary; and (iii) this Deposit Agreement constitutes a valid and binding obligation of the Depositary, enforceable against the Depositary in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Depositary shall not be accountable for the use or application by the Company of the Depositary Shares or the Receipts or the proceeds thereof.

Obligations of the Depositary. the Depositary’s 's Agents, the any Registrar and the Company. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the this Deposit Agreement to holders of Receipts Depositary Shares other than for its gross negligence or willful misconduct. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity reasonably satisfactory to it against all expense and liability be furnished as often as may be requiredfurnished. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Preferred Stock for deposit, any holder of a Receipt Depositary Share or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s 's Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share shares of Preferred Stock or for the manner or effect of any such vote, as long as any such action or non-action is taken in good faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the this Deposit Agreement, and no implied covenants or obligations shall be read into the this Deposit Agreement against the Depositary or any Registrar. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents due to its or their negligence or bad faith. The Depositary, the Depositary’s Agents and 's Agents, any Registrar and the Company may own and deal in any class of securities of the Company and its affiliates and in ReceiptsDepositary Shares. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates.

Obligations of the Depositary. THE DEPOSITARY'S AGENTS, THE REGISTRAR AND THE COMPANY. The Company assumes no obligation and shall be subject to no liability under this Deposit Agreement or the Receipts to holders or other persons, except to perform in good faith such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement. Each of the Depositary’s Agents, the Registrar Depositary's Agents and the CompanyRegistrar assumes no obligation and shall be subject to no liability under this Deposit Agreement or the Receipts to holders or other persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the Deposit Agreement to holders of Receipts other than for its gross negligence or willful misconduct. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in with respect of the Preferred to Stock, the Depositary Shares Shares, Receipts or the Receipts which Common Stock that in its opinion may involve it in expense or liability liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor any the Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary’s 's Agent, any the Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share of Preferred Stock or for the manner or effect of any such vote, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit Agreement, and no implied covenants or obligations shall be read into the Deposit Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents Registrar and any Registrar Depositary's Agent may own and deal in any class of securities of the Company and its affiliates and in ReceiptsReceipts or Depositary Shares. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates. It is intended that neither the Depositary nor any Depositary's Agent shall be deemed to be an "issuer" of the Stock, the Depositary Shares, the Receipts or the Common Stock issued upon conversion or redemption of the Stock under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent are acting only in a ministerial capacity as Depositary for the Stock; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary's Agent makes any representation or has any responsibility as to the validity of the Registration Statement pursuant to which the Depositary Shares are registered under the Securities Act, the Stock, the Depositary Shares or any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement.

Obligations of the Depositary. the Depositary’s 's Agents, the Registrar and the Company. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the The Company assumes any no obligation or and shall be subject to any no liability under the this Deposit Agreement or the Receipts to holders or other persons, except to perform in good faith such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement. Each of the Depositary, the Depositary's Agents and the Registrar assumes no obligation and shall be subject to no liability under this Deposit Agreement or the Receipts to holders or other than for its gross persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence or willful misconductbad faith. Neither the Depositary nor any Depositary’s 's Agent nor any the Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in with respect of the Preferred to Stock, the Depositary Shares or the Receipts which that in its opinion may involve it in expense or liability liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor any the Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary’s 's Agent, any the Registrar and the Company company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share of Preferred Stock or for the manner or effect of any such vote, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit Agreement, and no implied covenants or obligations shall be read into the Deposit Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents Registrar and any Registrar Depositary's Agent may own and deal in any class of securities of the Company and its affiliates and in ReceiptsReceipts or Depositary Shares. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates. It is intended that neither the Depositary nor any Depositary's Agent nor the Registrar shall be deemed to be an "issuer" of the Stock, the Depositary Shares or the Receipts or other securities issued upon conversion, exchange or redemption of the Stock under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent and the Registrar are acting only in a ministerial capacity; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary's Agent nor the Registrar makes any representation or has any responsibility as to the validity of the Registration Statement pursuant to which the Depositary Shares are registered under the Securities Act, the Stock, the Depositary Shares or any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement. The Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a statement of the Company summarizing certain provisions of this Deposit Agreement. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Stock at any time deposited with the Depositary hereunder or of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares or as to any right, title or interest of the record holders of Receipts in and to the Depositary Shares except that the Depositary hereby represents and warrants as follows: (i) the Depositary has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation, with full power, authority and legal right under such law to execute, deliver and carry out the terms of this Deposit Agreement; (ii) this Deposit Agreement has been duly authorized, executed and delivered by the Depositary; and (iii) this Deposit Agreement constitutes a valid and binding obligation of the Depositary, enforceable against the Depositary in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditors, rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Depositary shall not be accountable for the use or application by the Company of the Depositary Shares or the Receipts or the proceeds thereof.

Obligations of the Depositary. the Depositary’s 's Agents, the Registrar and the Company. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the The Company assumes any no obligation or and shall be subject to any no liability under the this Deposit Agreement or the Receipts to holders or other persons, except to perform in good faith such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement. Each of the Depositary, the Depositary's Agents and the Registrar assumes no obligation and shall be subject to no liability under this Deposit Agreement or the Receipts to holders or other than for its persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without gross negligence or willful misconduct. Neither the Depositary nor any Depositary’s 's Agent nor any the Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in with respect of the Preferred to Stock, the Depositary Shares or the Receipts which that in its opinion may involve it in expense or liability liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor any the Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary’s 's Agent, any the Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share of Preferred Stock or for the manner or effect of any such vote, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit Agreement, and no implied covenants or obligations shall be read into the Deposit Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents Registrar and any Registrar Depositary's Agent may own and deal in any class of securities of the Company and its affiliates and in ReceiptsReceipts or Depositary Shares. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates. It is intended that neither the Depositary nor any Depositary's Agent nor the Registrar shall be deemed to be an "issuer" of the Stock, the Depositary Shares, or the Receipts or other securities issued upon exchange or redemption of the Stock under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent and the Registrar are acting only in a ministerial capacity; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary's Agent nor the Registrar makes any representation or has any responsibility as to the validity of the Registration Statement pursuant to which the Depositary Shares are registered under the Securities Act, the Stock, the Depositary Shares or any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement. The Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a statement of the Company summarizing certain provisions of this Deposit Agreement. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Stock at any time deposited with the Depositary hereunder or of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares or as to any right, title or interest of the record holders of Receipts in and to the Depositary Shares except that the Depositary hereby represents and warrants as follows: (i) the Depositary has been duly organized and is validly existing and in good standing under the laws of the State of , with full power, authority and legal right under such law to execute, deliver and carry out the terms of this Deposit Agreement; (ii) this Deposit Agreement has been duly authorized, executed and delivered by the Depositary; and (iii) this Deposit Agreement constitutes, and when executed and delivered, each Receipt will constitute, a valid and binding obligation of the Depositary, enforceable against the Depositary in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Depositary shall not be accountable for the use or application by the Company of the Depositary Shares or the Receipts or the proceeds thereof.

Obligations of the Depositary. the Depositary’s 's Agents, . the Registrar and the Company. The Company assumes no obligation and shall be subject to no liability under this Deposit Agreement or the Receipts to holders or other persons, except to perform in good faith such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement. Each of the Depositary, the Depositary's Agents and the Registrar assumes no obligation and shall be subject to no liability under this Deposit Agreement or the Receipts to holders or other persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the Deposit Agreement to holders of Receipts other than for its gross negligence or willful misconduct. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in with respect of the Preferred to Stock, the Depositary Shares Shares, Receipts or the Receipts which Common Stock that in its opinion may involve it in expense or liability liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor any the Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary’s 's Agent, any the Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share of Preferred Stock or for the manner or effect of any such vote, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit Agreement, and no implied covenants or obligations shall be read into the Deposit Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents Registrar and any Registrar Depositary's Agent may own and deal in any class of securities of the Company and its affiliates and in ReceiptsReceipts or Depositary Shares. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates. It is intended that neither the Depositary nor any Depositary's Agent nor the Registrar shall be deemed to be an "issuer" of the Stock, the Depositary Shares, the Receipts or the Common Stock or other securities issued upon conversion, exchange or redemption of the Stock under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent and the Registrar are acting only in a ministerial capacity; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary's Agent nor the Registrar makes any representation or has any responsibility as to the validity of the Registration Statement pursuant to which the Depositary Shares are registered under the Securities Act, the Stock, the Depositary Shares or any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement. The Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a statement of the Company summarizing certain provisions of this Deposit Agreement. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Stock at any time deposited with the Depositary hereunder or of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares or as to any right, title or interest of the record holders of Receipts in and to the Depositary Shares except that the Depositary hereby represents and warrants as follows: (i) the Depositary has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation, with full power, authority and legal right under such law to execute, deliver and carry out the terms of this Deposit Agreement; (ii) this Deposit Agreement has been duly authorized, executed and delivered by the Depositary; and (iii) this Deposit Agreement constitutes a valid and binding obligation of the Depositary, enforceable against the Depositary in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Depositary shall not be accountable for the use or application by the Company of the Depositary Shares or the Receipts or the proceeds thereof.

Obligations of the Depositary. the Depositary’s Agents, the Registrar and the Company. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the this Deposit Agreement to holders of Receipts other than for its gross negligence or willful misconductmisconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). Notwithstanding anything in this Deposit Agreement to the contrary, neither the Depositary, nor the Depositary’s Agent nor any Registrar nor the Company shall be liable in any event for special, punitive, incidental, indirect or consequential losses or damages of any kind whatsoever (including but not limited to lost profits). Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be under under, any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Series EE Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Series EE Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s Agent, any Registrar and the Company may each rely and shall each be protected in acting upon or omitting to act upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary will only indemnify the Company against liability which may directly arise out of acts performed or omitted by the Depositary due to its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision), however, in no event shall the Depositary be liable for consequential, special or indirect damages of any kind regardless of whether the Depositary is put on notice of the possibility of such damages. The Depositary shall not be liable for the acts or omissions due to the gross negligence or willful misconduct of any Depositary’s Agent, so long as such Depositary’s Agent was appointed with due care. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share shares of Series EE Preferred Stock or for the manner or effect of any such votevote made, as long as any such action or non-action is not taken in good bad faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the this Deposit Agreement, and no implied covenants or obligations shall be read into the this Deposit Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents Agents, and any Registrar may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates. The Depositary shall not be under any liability for interest on any monies at any time received by it pursuant to any of the provisions of this Deposit Agreement or of the Receipts, the Depositary Shares or the Series EE Preferred Stock nor shall it be obligated to segregate such monies from other monies held by it, except as required by law. The Depositary shall not be responsible for advancing funds on behalf of the Company and shall have no duty or obligation to make any payments if it has not timely received sufficient funds to make timely payments. In the event the Depositary believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Depositary hereunder, or in the administration of any of the provisions of this Deposit Agreement, the Depositary shall deem it necessary or desirable that a matter be proved or established prior to taking, omitting or suffering to take any action hereunder, the Depositary may, in its sole discretion upon written notice to the Company, refrain from taking any action and shall be fully protected and shall not be liable in any way to the Company, any holders of Receipts or any other person or entity for refraining from taking such action, unless the Depositary receives written instructions or a certificate signed by the Company which eliminates such ambiguity or uncertainty to the satisfaction of the Depositary or which proves or establishes the applicable matter to the satisfaction of the Depositary. The Depositary shall not be liable to the Company, any holder of Receipts, or any action taken by it in accordance with the written instruction of the Company or the holders of Receipts.

Obligations of the Depositary. the Depositary’s AgentsTHE DEPOSITARY'S AGENTS, the Registrar and the CompanyTHE REGISTRAR, THE TRANSFER AGENT AND THE COMPANY. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor any Transfer Agent nor the Company assumes any obligation or shall be subject to any liability under the this Deposit Agreement to holders of Receipts other than for its gross negligence or willful misconduct. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor any Transfer Agent nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor any Transfer Agent nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s 's Agent, any Registrar Registrar, any Transfer Agent and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary and any Depositary's Agent shall not be responsible for any failure to carry out any instruction to vote any of the share shares of Preferred Stock or for the manner or effect of any such votevote made, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar and Transfer Agent shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit this Agreement, and no implied covenants or obligations shall be read into the Deposit this Agreement against the Depositary Depositary, any Registrar or any RegistrarTransfer Agent. The Depositary, the Depositary’s Agents 's Agents, any Registrar and any Registrar Transfer Agent may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates.

Obligations of the Depositary. the Depositary’s 's Agents, the Registrar and the Company. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the The Company assumes any no obligation or and shall be subject to any no liability under the this Deposit Agreement or the Receipts to holders or other persons, except to perform its obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence or bad faith. Each of the Depositary, the Depositary's Agents and the Registrar assumes no obligation and shall be subject to no liability under this Deposit Agreement or the Receipts to holders or other than for its gross persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence or willful misconduct. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary’s 's Agent, any the Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share of Preferred Stock or for the manner or effect of any such vote, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit Agreement, and no implied covenants or obligations shall be read into the Deposit Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents Registrar and any Registrar Depositary's Agent may own and deal in any class of securities of the Company and its affiliates and in ReceiptsReceipts or Depositary Shares. The Depositary may also act as transfer agent or registrar Registrar of any of the securities of the Company and its affiliates. It is intended that neither the Depositary nor any Depositary's Agent nor the Registrar shall be deemed to be an "issuer" of the Stock, the Depositary Shares, or the Receipts or other securities issued upon conversion, exchange or redemption of the Stock under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent and the Registrar are acting only in a ministerial capacity; provided, however, that the Depositary and any Depositary's Agent agree to comply with all information reporting and withholding requirements applicable to each of them under law or this Deposit Agreement in their capacity as such. Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary's Agent nor the Registrar makes any representation or has any responsibility as to the validity of the registration statement pursuant to which the Depositary Shares are registered under the Securities Act, the Stock, the Depositary Shares or any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement. The Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a statement of the Company summarizing certain provisions of this Deposit Agreement. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Stock at any time deposited with the Depositary hereunder or of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares or as to any right, title or interest of the record holders of Receipts in and to the Depositary Shares except that the Depositary hereby represents and warrants as follows: (i) the Depositary has been duly organized and is validly existing and in good standing under the laws of the State of , with full power, authority and legal right under such law to execute, deliver and carry out the terms of this Deposit Agreement; (ii) this Deposit Agreement has been duly authorized, executed and delivered by the Depositary; and (iii) this Deposit Agreement constitutes, and when executed and delivered, each Receipt will constitute, a valid and binding obligation of the Depositary, enforceable against the Depositary in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Depositary shall not be accountable for the use or application by the Company of its proceeds from the Depositary Shares or the Receipts.

Obligations of the Depositary. the Depositary’s Agents, the Registrar and the CompanyCorporation. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company Corporation assumes any obligation or shall be subject to any liability under the this Deposit Agreement to holders Holders of Receipts other than for its gross negligence negligence, willful misconduct or willful misconductbad faith. Notwithstanding anything in this Agreement to the contrary, neither the Depositary, nor the Depositary’s Agent nor any Registrar nor the Corporation shall be liable in any event for special, punitive, incidental, indirect or consequential losses or damages of any kind whatsoever (including but not limited to lost profits). Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company Corporation shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Series N Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company Corporation shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Series N Preferred Stock for deposit, any holder Holder of a Receipt or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s Agent, any Registrar and the Company Corporation may each rely and shall each be protected in acting upon or omitting to act upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share shares of Series N Preferred Stock or for the manner or effect of any such votevote made, as long as any such action or non-action is not taken in good bad faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit this Agreement, and no implied covenants or obligations shall be read into the Deposit this Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents Agents, and any Registrar may own and deal in any class of securities of the Company Corporation and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company Corporation and its affiliates. The Depositary shall not be under any liability for interest on any monies at any time received by it pursuant to any of the provisions of this Agreement or of the Receipts, the Depositary Shares or the Series N Preferred Stock nor shall it be obligated to segregate such monies from other monies held by it, except as required by law. The Depositary shall not be responsible for advancing funds on behalf of the Corporation and shall have no duty or obligation to make any payments if it has not timely received sufficient funds to make timely payments. In the event the Depositary believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Depositary hereunder, or in the administration of any of the provisions of this Agreement, the Depositary shall deem it necessary or desirable that a matter be proved or established prior to taking, omitting or suffering to take any action hereunder, the Depositary may, in its sole discretion upon written notice to the Corporation, refrain from taking any action and shall be fully protected and shall not be liable in any way to the Corporation, any Holders of Receipts or any other person or entity for refraining from taking such action, unless the Depositary receives written instructions or a certificate signed by the Corporation which eliminates such ambiguity or uncertainty to the satisfaction of the Depositary or which proves or establishes the applicable matter to the satisfaction of the Depositary.

Obligations of the Depositary. the Depositary’s Agents, the Registrar 's Agents and the Company. Neither the Depositary nor any Depositary’s Depositary Agent nor any Registrar nor the Company nor the Registrar assumes any obligation or shall be subject to any liability under the this Deposit Agreement or any Receipt to holders of Receipts other than that each of them agrees to use good faith in the performance of such duties as are specifically set forth in this Deposit Agreement and other than for its gross negligence negligence, bad faith or willful misconduct. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company nor the Registrar shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in with respect of the Preferred to Stock, the Depositary Shares or the Receipts which or Common Stock or other securities or property that in its opinion may involve it in expense or liability liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company nor the Registrar shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary’s 's Agent, any the Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Notwithstanding the first paragraph of this Section 5.03, the Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share deposited shares of Preferred Stock or for the manner or effect of any such votevote made, as long as any such action or non-action is in good faithfaith or in accordance with this Deposit Agreement. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit Agreement, and no implied covenants or obligations shall be read into the this Deposit Agreement against the Depositary or any Registrar. The Depositary will indemnify the Company against any liability that may arise out of acts performed or omitted by the Depositary or its agents due to its or their negligence, bad faith or willful misconduct. The Depositary, the Depositary’s Agents its parent, affiliates or subsidiaries and any Registrar Depositary's Agent may own and own, buy, sell or deal in any class of securities of the Company and its affiliates and in ReceiptsReceipts or Depositary Shares or become pecuniarily interested in any transaction in which the Company or its affiliates may be interested or contract with or lend money to or otherwise act as fully or as freely as if it were not the Depositary or the Depositary's Agent hereunder. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates. It is intended that neither the Depositary nor any Depositary's Agent shall be deemed to be an "issuer" of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent are acting only in a ministerial capacity as Depositary for the Stock. The Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. Each of the Company and the Depositary agrees to be bound by, and act in accordance with, the Operating Guidelines current from time to time. The Depositary shall not lend the Depositary Shares. Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary's Agent nor the Registrar makes any representation or has any responsibility as to the validity of the Prospectus pursuant to which the Depositary Shares are offered, the Stock, the Depositary Shares or the Receipts (except its countersignature thereon), or any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement. The Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a statement of the Company summarizing certain provisions of this Deposit Agreement. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Stock at any time deposited with the Depositary hereunder or of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares or as to any right, title or interest of the record holders of Receipts in and to the Depositary Shares, except that the Depositary hereby represents and warrants as follows: (i) the Depositary has been duly organized and is validly existing and in good standing under the laws of [ ], with full power, authority and legal right under such law to execute, deliver and carry out the terms of this Deposit Agreement; (ii) this Deposit Agreement has been duly authorized, executed and delivered by the Depositary; and (iii) this Deposit Agreement constitutes a valid and binding obligation of the Depositary, enforceable against the Depositary in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Depositary shall not be accountable for the use or application by the Company of the Depositary Shares or the Receipts or the proceeds thereof.

Obligations of the Depositary. the Depositary’s Agents, the Registrar 's Agents ------------------------------------------------------ and the Company. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the --------------- Company assumes any obligation or shall be subject to any liability under the this Deposit Agreement to holders of Receipts other than for its gross negligence or willful misconduct. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s Agent, any Registrar 's Agent and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote or give or withhold consent, with respect to any of the share shares of Preferred Stock or for the manner or effect of any such votevote or consent, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar shall be required to undertake, undertakes to perform such duties and only such duties as are specifically set forth in the this Deposit Agreement, and no implied covenants or obligations shall be read into the this Deposit Agreement against the Depositary. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or any Registrarits agents due to its or their gross negligence or willful misconduct. The Depositary, the Depositary’s 's Agents and any Registrar the Company may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also act as transfer agent or and registrar of any of the securities of the Company and its affiliates.

Obligations of the Depositary. the Depositary’s AgentsTHE DEPOSITARY'S AGENTS, the Registrar and the CompanyAND THE COMPANY. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the this Deposit Agreement or any Receipt to holders of Receipts other than for its gross negligence or willful misconductthat each of them agrees to use good faith in the performance of such duties as are specifically set forth in this Deposit Agreement. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in with respect of to the Preferred Stock, the Depositary Shares Shares, Receipts or the Receipts which Common Stock that in its opinion may involve it in expense or liability liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountantsof, or information from from, legal counsel, accountants, any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary’s Agent, any Registrar 's Agent and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share of Preferred Stock Depositary, its parent, affiliates, subsidiaries, officers, directors or for the manner or effect of any such vote, as long as any such action or non-action is in good faith. The Depositary undertakes, employees and any Registrar shall be required to undertakeDepositary's Agent may own, to perform such duties and only such duties as are specifically set forth in the Deposit Agreementbuy, and no implied covenants sell or obligations shall be read into the Deposit Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents and any Registrar may own and deal in any class of securities of the Company and its affiliates and Receipts or Depositary Shares, or become pecuniarily interested in Receiptsany transaction in which the Company or its officers may be interested, or contract with or lend money to the Company or any of its affiliates or officers, or otherwise act fully or as freely as if it were not the Depositary or the Depositary's Agent hereunder. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates. It is intended that neither the Depositary nor any Depositary's Agent shall be deemed to be an "issuer" of securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent are acting only in a ministerial capacity as Depositary for the Preferred Stock; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary's Agent makes any representation or has any responsibility as to the validity, of the Registration Statement pursuant to which the Depositary Shares, the Preferred Stock and the Common Stock are registered under the Securities Act, the Preferred Stock, the Depositary Shares, the Receipts (except for its countersignatures thereon) or any instruments referred to therein or herein (other than an instrument executed by the Depositary or Depositary's Agent), or as to the correctness of any statement made therein or herein or for the failure of the Company to comply with any covenants contained in this Agreement or the Receipts; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement. The Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a statement of the Company summarizing certain provisions of this Deposit Agreement. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Preferred Stock at any time deposited with the Depositary hereunder or of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares, or as to any right, title or interest of the record holders of Receipts in and to the Depositary Shares, except that the Depositary hereby represents and warrants as follows: (i) the Depositary has been duly organized and is validly existing and in good standing under the laws of the United States with full power, authority and legal right under such laws to execute, deliver and carry out the terms of this Deposit Agreement; (ii) this Deposit Agreement has been duly authorized, executed and delivered by the Depositary; and (iii) this Deposit Agreement constitutes a valid and binding obligation of the Depositary, enforceable against the Depositary in accordance with its terms, except as enforcement hereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditors rights generally and except as enforcement hereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Depositary shall not be accountable for the use or application by the Company of the Depositary Shares or the Receipts or the proceeds of the sale thereof.

Obligations of the Depositary. the Depositary’s 's Agents, the Registrar and the Company. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the Deposit this Agreement to holders of Receipts other than for its gross negligence or willful misconduct. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be under any obligation under this Agreement to appear in, prosecute or defend any action, suit or other proceeding in respect of the deposited shares of Preferred Stock, the Depositary Shares or the Receipts which that in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting shares of Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s 's Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Notwithstanding the first paragraph of this Section, the Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share deposited shares of Preferred Stock or for the manner or effect of any such votevote made, as long as any such action or non-action nonaction is in good faithfaith or in accordance with this Agreement. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the this Deposit Agreement, and no implied covenants or obligations shall be read into the this Deposit Agreement against the Depositary or any Registrar. The Depositary will indemnify the Company against any liability that may arise out of acts performed or omitted by the Depositary or its agents due to its or their negligence or bad faith. The Depositary, the Depositary’s 's Agents and any Registrar may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates.

Obligations of the Depositary. the Depositary’s Agents, the Registrar and the Company. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the this Deposit Agreement to holders of Receipts other than for its gross negligence or willful misconduct. Notwithstanding anything in this Deposit Agreement to the contrary, neither the Depositary, nor the Depositary’s Agent nor any Registrar nor the Company shall be liable in any event for special, punitive, incidental, indirect or consequential losses or damages of any kind whatsoever (including but not limited to lost profits). Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be under under, any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Series W Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Series W Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s Agent, any Registrar and the Company may each rely and shall each be protected in acting upon or omitting to act upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary will indemnify the Company against any liability which may directly arise out of acts performed or omitted by the Depositary due to its gross negligence or willful misconduct, however, in no event shall the Depositary be liable for consequential, special or indirect damages of any kind regardless of whether the Depositary is put on notice of the possibility of such damages. The Depositary shall not be liable for the acts or omissions due to the gross negligence or willful misconduct of any Depositary’s Agent, so long as such Depositary’s Agent was appointed with due care. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share shares of Series W Preferred Stock or for the manner or effect of any such votevote made, as long as any such action or non-action is not taken in good bad faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the this Deposit Agreement, and no implied covenants or obligations shall be read into the this Deposit Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents Agents, and any Registrar may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates. The Depositary shall not be under any liability for interest on any monies at any time received by it pursuant to any of the provisions of this Deposit Agreement or of the Receipts, the Depositary Shares or the Series W Preferred Stock nor shall it be obligated to segregate such monies from other monies held by it, except as required by law. The Depositary shall not be responsible for advancing funds on behalf of the Company and shall have no duty or obligation to make any payments if it has not timely received sufficient funds to make timely payments. In the event the Depositary believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Depositary hereunder, or in the administration of any of the provisions of this Deposit Agreement, the Depositary shall deem it necessary or desirable that a matter be proved or established prior to taking, omitting or suffering to take any action hereunder, the Depositary may, in its sole discretion upon written notice to the Company, refrain from taking any action and shall be fully protected and shall not be liable in any way to the Company, any holders of Receipts or any other person or entity for refraining from taking such action, unless the Depositary receives written instructions or a certificate signed by the Company which eliminates such ambiguity or uncertainty to the satisfaction of the Depositary or which proves or establishes the applicable matter to the satisfaction of the Depositary. The Depositary shall not be liable to the Company, any holder of Receipts, or any action taken by it in accordance with the written instruction of the Company or the holders of Receipts.

Obligations of the Depositary. the Depositary’s AgentsTHE DEPOSITARY'S AGENTS, the Registrar and the CompanyTHE REGISTRAR AND THE CORPORATION. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company Corporation assumes any obligation or shall be subject to any liability under the this Deposit Agreement to holders of Receipts other than for its gross negligence or willful misconduct. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company Corporation shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company Corporation shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s 's Agent, any Registrar and the Company Corporation may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share shares of Preferred Stock or for the manner or effect of any such votevote made, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the this Deposit Agreement, and no implied covenants or obligations shall be read into the this Deposit Agreement against the Depositary or any Registrar. The Depositary will be liable to the Corporation for any liability that may arise out of acts performed or omitted by the Depositary or any Depositary, the Depositary’s Agents and any Registrar may own and deal in any class of securities of the Company and 's Agent due to its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates.their gross negligence or wilful

Obligations of the Depositary. the Depositary’s 's Agents, the Registrar and the Company. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the The Company assumes any no obligation or and shall be subject to any no liability under the this Deposit Agreement or the Receipts to holders or other persons, except to perform in good faith such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement. Each of the Depositary, the Depositary's Agents and the Registrar assumes no obligation and shall be subject to no liability under this Deposit Agreement or the Receipts to holders or other than for its gross negligence or willful misconductpersons, except to perform in good faith such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence. Neither the Depositary nor any Depositary’s 's Agent nor any the Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in with respect of the Preferred to Stock, the Depositary Shares or the Receipts which that in its opinion may involve it in expense or liability liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor any the Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary’s 's Agent, any the Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share of Preferred Stock or for the manner or effect of any such vote, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit Agreement, and no implied covenants or obligations shall be read into the Deposit Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents Registrar and any Registrar Depositary's Agent may own and deal in any class of securities of the Company and its affiliates and in ReceiptsReceipts or Depositary Shares. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates. It is intended that neither the Depositary nor any Depositary's Agent shall be deemed to be an "issuer" of the Stock, the Depositary Shares, the Receipts or the Common Stock or other securities issued upon conversion or exchange of the Stock under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent are acting only in a ministerial capacity as Depositary for the Stock; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary's Agent makes any representation or has any responsibility as to the validity of the Registration Statement pursuant to which the Depositary Shares are registered under the Securities Act, the Stock, the Depositary Shares or any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement. The Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a statement of the Company summarizing certain provisions of this Deposit Agreement. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Stock at any time deposited with the Depositary hereunder or of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares or as to any right, title or interest of the record holders of Receipts in and to the Depositary Shares except that the Depositary hereby represents and warrants as follows: (a) the Depositary has been duly organized and is validly existing and in good standing under the laws of the State of ____________, with full power, authority and legal right under such law to execute, deliver and carry out the terms of this Deposit Agreement; (b) this Deposit Agreement has been duly authorized, executed and delivered by the Depositary; and (c) this Deposit Agreement constitutes a valid and binding obligation of the Depositary, enforceable against the Depositary in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Depositary shall not be accountable for the use or application by the Company of the Depositary Shares or the Receipts or the proceeds thereof.

Obligations of the Depositary. the Depositary’s Agents, the Registrar Custodian and the Company. Neither The obligations of the Company and the Depositary nor any Depositary’s Agent nor any Registrar nor and their respective agents under this Deposit Agreement are expressly limited to performing their respective duties specified herein in good faith and using their reasonable judgment. Each of the Company Depositary and its agents assumes any no obligation or and shall be subject to any no liability under the this Deposit Agreement or the Receipts to holders of Receipts Holders or other than for its gross persons, except to perform such obligations as are specifically set forth and undertaken by it in this Deposit Agreement without negligence and in good faith. The Depositary and the Company undertake to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or willful misconduct. Neither obligations shall be read into this Deposit Agreement against the Depositary nor any Depositary’s Agent nor any Registrar nor or the Company or their respective agents. Without limitation of the preceding, none of the Depositary, its Affiliates nor its agents or the Company, its Affiliates or its agents shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stockany Deposited Securities or in respect of ADSs or Receipts, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability liability, unless an indemnity satisfactory to it in its sole discretion against all expense (including fees and disbursements of counsel) and liability shall be furnished as often as may be required, and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the Custodian being responsible solely to the Depositary. Neither the Depositary Depositary, its Affiliates, nor any Depositary’s Agent its agents, or the Company, its Affiliates, nor any Registrar nor the Company its agents shall be liable for any action or any failure to act inaction by it or them in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Preferred Stock Eligible Securities for deposit, any holder of a Receipt Holder or any other person believed by it or them in good faith to be competent to give such advice or information. The Each of the Depositary, any Depositary’s Agent, any Registrar its Affiliates and its agents and the Company Company, its Affiliates and its agents may each rely and shall each be protected in from acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents shall not be responsible liable for any failure to carry out any instruction instructions to vote any of the share of Preferred Stock Deposited Securities, or for the manner in which any vote is cast or the effect of any such vote, as long as or for the failure of the Company to exchange any Certificate of Payment into any Scripless Shares represented by the Master Certificate or any Master Certificate into Shares in physical certificated form, or for any action of or failure to act by, or any information provided or not provided by, DTC or any DTC Participant, provided that any such action or non-action omission is in good faithfaith and in accordance with the terms of this Deposit Agreement. The Depositary undertakesshall not be obligated in any way to monitor or enforce the obligations of the Company, and including, without limitation, in respect of any Registrar shall be required to undertakeCertificate of Payment, to perform the conversion of such duties and only such duties as are specifically set forth in Certificate of Payment into any Scripless Shares represented by the Deposit Agreement, and no implied covenants or obligations shall be read into the Deposit Agreement against the Depositary Master Certificate or any Registrar. The Depositary, the Depositary’s Agents and any Registrar may own and deal Master Certificate into Shares in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliatesphysical certificated form.

Obligations of the Depositary. the Depositary’s Agents, the Registrar Custodian and the CompanyIssuer. Neither The Issuer and its directors, employees, agents and controlling persons (as defined under the Depositary Securities Act of 1933) assume no obligation nor any Depositary’s Agent nor any Registrar nor the Company assumes any obligation or shall they be subject to any liability under the this Deposit Agreement to Owners or holders of Receipts other than for Receipts, except that the Issuer agrees to perform its gross obligations specifically set forth in this Deposit Agreement without negligence or willful misconductbad faith. The Depositary and its directors, employees, agents and controlling persons (as defined under the Securities Act of 1933) assume no obligation nor shall they be subject to any liability under this Deposit Agreement to any Owner or holder of any Receipt (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that the Depositary agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor any Depositary’s Agent the Issuer nor any Registrar nor of their directors, employees, agents and controlling persons (as defined under the Company Securities Act of 1933) shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Preferred StockReceipts, the Depositary Shares or the Receipts which in its their opinion may involve it them in expense or liability liability, unless indemnity satisfactory to it them against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor any Depositary’s Agent the Issuer nor any Registrar nor of their directors, employees, agents and controlling persons (as defined under the Company Securities Act of 1933) shall be liable for any action or any failure to act nonaction by it them in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Preferred Stock Shares for deposit, any holder of a Receipt Owner or any other person believed by it them in good faith to be competent to give such advice or information. The Depositary, Depositary shall not be liable for any Depositary’s Agent, acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any Registrar and matter arising wholly after the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. removal The Depositary shall not be responsible for any failure to carry out any instruction instructions to vote any of the share of Preferred Stock Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, as long as provided that any such action or non-action nonaction is in good faith. The Depositary undertakes, and No disclaimer of liability under the Securities Act of 1933 is intended by any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the provision of this Deposit Agreement, and no implied covenants or obligations shall be read into the Deposit Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents and any Registrar may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates.

Obligations of the Depositary. the Depositary’s 's Agents, ------------------------------------------------------- the Registrar and the Company. Neither the Depositary nor any Depositary’s 's ----------------------------- Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the Deposit Agreement to holders of Receipts other than for its gross negligence or willful misconduct. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stock, the Depositary Shares or the Receipts which that in its opinion may involve it in expense or liability unless indemnity satisfactory to it such party against all such expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor the Company assumes any obligation or shall be subject to any liability under this Deposit Agreement to holders of Receipts other than to use its best judgment and good faith in the performance of such duties as are specifically set forth in this Deposit Agreement. Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company shall be liable to any party hereto for any action or any failure to act by it with respect to this Deposit Agreement in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Preferred Stock for deposit, deposit or any holder of a Receipt or any other person believed by it in good faith to be competent to give such informationReceipt. The Depositary, any Depositary’s 's Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share of Preferred Stock or for the manner or effect of any such vote, as long as any such action or non-action is in good faith. The Depositary undertakes, and shall cause any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the this Deposit Agreement, Agreement using its best efforts and in good faith. The parties hereto acknowledge that no implied covenants or obligations shall be read into the this Deposit Agreement against the Depositary or any Registrar or against the Company with respect to the Depositary and any Registrar. The Depositary, its parent, affiliates, or subsidiaries, any Depositary's Agent and the Depositary’s Agents and any Registrar Company (to the extent permitted by law) may own and own, buy, sell or deal in any class of securities of the Company and its affiliates and in ReceiptsReceipts or Depositary Shares. The Depositary, its parent, affiliates, or subsidiaries, and any Depositary's Agent may become pecuniarily interested in any transaction in which the Company or its affiliates may be interested or contract with or lend money to the Company or its affiliates or otherwise act as fully or as freely as if it were not the Depositary or the Depositary's Agent hereunder. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates. Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary's Agent makes any representation or has any responsibility as to the validity of the Registration Statement pursuant to which the Depositary Shares are registered under the Securities Act, the Stock, the Depositary Shares, the Receipts (except its counter signature thereon) or any instruments referred to therein or herein, or as to the correctness of any statement made therein except the number of Depositary Shares represented by such Receipts. The Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a statement of the Company summarizing certain provisions of this Deposit Agreement. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Stock at any time deposited with the Depositary hereunder or of the Depositary Shares or as to the value of the Depositary Shares. The Depositary shall not be accountable for the use or application by the Company of the Depositary Shares or the Receipts or the proceeds thereof.

Obligations of the Depositary. the Depositary’s 's Agents, the any Registrar and the Company. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the this Deposit Agreement to holders of Receipts Depositary Shares other than for its such person's own gross negligence negligence, bad faith or willful misconduct. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stock, the Depositary Shares or the Depositary Receipts which that in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Preferred Stock for deposit, any holder of a Receipt Depositary Share or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s 's Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share of Preferred Stock or for the manner or effect of any such vote, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the this Deposit Agreement, and no implied covenants or obligations shall be read into the this Deposit Agreement against the Depositary or any Registrar. The Depositary shall not be subject to any liability under this Deposit Agreement to the Company other than for any liability that may arise out of acts performed or omitted by the Depositary or its agents due to its or their negligence, bad faith or willful misconduct. The Depositary, the Depositary’s Agents and 's agents, any Registrar and the Company may own and deal in any class of securities of the Company and its affiliates and in ReceiptsDepositary Shares. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates. Anything herein to the contrary notwithstanding, in no event shall the Depositary be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Depositary has been advised of the likelihood of such loss or damage and regardless of the form of action.

Obligations of the Depositary. the Depositary’s 's Agents, the Registrar Registrar, and the Company. Neither the Depositary nor Depositary, any Depositary’s Agent nor 's Agent, any Registrar Registrar, nor the Company assumes any obligation or shall will be subject to any liability under the Deposit this Agreement or any Depositary Receipt to holders of Depositary Receipts other than for its gross negligence from acts or omissions arising out of conduct constituting negligence, bad faith, or willful misconductmisconduct in the performance of their duties under this Agreement. Neither the Depositary nor Depositary, any Depositary’s Agent nor 's Agent, any Registrar Registrar, nor the Company shall will be under any obligation to appear in, prosecute prosecute, or defend any action, suit suit, or other proceeding in respect of the Preferred Stock, the Depositary Shares or the Receipts which that in its reasonable opinion may involve it in expense or liability liability, unless indemnity reasonably satisfactory to it against all expense and liability be is furnished as often as may be required. Neither the Depositary nor Depositary, any Depositary’s Agent nor 's Agent, any Registrar Registrar, nor the Company shall will be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Preferred Stock for deposit, provided by any holder of a Depositary Receipt or any other person believed by it in good faith to be competent to give such the information. The Depositary, any Depositary’s 's Agent, any Registrar Registrar, and the Company may each rely and shall will each be protected in acting upon any written notice, request, direction direction, or other document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. The If the Depositary shall not receives conflicting claims, requests, or instructions from any holders of Depositary Receipts, on the one hand, and the Company, on the other hand, the Depositary will be responsible for any failure entitled to carry out any instruction to vote any of act on the share of Preferred Stock claims, requests, or for instructions received from the manner or effect of any such vote, as long as any such action or non-action is in good faithCompany. The Depositary undertakesDepositary, its parent, affiliate, or subsidiaries, any Depositary's Agent, and any Registrar shall be required to undertakemay own, to perform such duties and only such duties as are specifically set forth in the Deposit Agreementbuy, and no implied covenants sell, or obligations shall be read into the Deposit Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents and any Registrar may own and deal in any class of securities of the Company and its affiliates and in ReceiptsDepositary Receipts or Depositary Shares, or become pecuniarily interested in any transaction in which the Company or its affiliates may be interested, or contract with or lend money to or otherwise act as fully or as freely as if it were not the Depositary or the Depositary's Agent. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates. Neither the Depositary nor any Depositary's Agent is an "issuer" of the securities under the federal securities laws or applicable state securities laws. The Depositary and any Depositary's Agent are acting only in a ministerial capacity as Depositary for the Class __ Preferred Stock. The Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Agreement in its capacity as Depositary. Neither the Depositary (or its officers, directors, employees, or agents) nor any Depositary's Agent makes any representation or has any responsibility as to the validity of the Class __ Preferred Stock, the Depositary Shares, the Depositary Receipts (except for its countersignature), the registration statement pursuant to which the Shares are registered under the Securities Act, or any other instruments relating to this Agreement, or as to the correctness of any statement made therein or herein. However, the Depositary is responsible for its representations in this Agreement and for the validity of any action taken or required to be taken by the Depositary in connection with this Agreement. The Company agrees that it will register the Class __ Preferred Stock and the Depositary Shares in accordance with applicable securities laws.

Obligations of the Depositary. the Depositary’s 's Agents, the any Registrar and the Company. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the this Deposit Agreement to holders of Receipts Depositary Shares other than for its such person's own gross negligence or willful misconduct. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stock, the Depositary Shares or the Receipts which that in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Preferred Stock for deposit, any holder of a Receipt Depositary Share or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s 's Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share of Preferred Stock or for the manner or effect of any such vote, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the this Deposit Agreement, and no implied covenants or obligations Anything herein to the contrary notwithstanding, in no event shall be read into the Deposit Agreement against the Depositary be liable for special, indirect or consequential loss or damage of any Registrar. The Depositarykind whatsoever (including but not limited to lost profits), even if the Depositary’s Agents and any Registrar may own and deal in any class of securities Depositary has been advised of the Company likelihood of such loss or damage and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any regardless of the securities form of the Company and its affiliatesaction.

Obligations of the Depositary. the Depositary’s AgentsTHE DEPOSITARY'S AGENTS, the Registrar and the CompanyTHE REGISTRAR AND THE COMPANY. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the The Company assumes any no obligation or and shall be subject to any no liability under the this Deposit Agreement or the Receipts to holders or other persons, except to perform its obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence or bad faith. Each of the Depositary, the Depositary's Agents and the Registrar assumes no obligation and shall be subject to no liability under this Deposit Agreement or the Receipts to holders or other than for its gross persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence or willful misconduct. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary’s 's Agent, any the Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share of Preferred Stock or for the manner or effect of any such vote, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit Agreement, and no implied covenants or obligations shall be read into the Deposit Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents Registrar and any Registrar Depositary's Agent may own and deal in any class of securities of the Company and its affiliates and in ReceiptsReceipts or Depositary Shares. The Depositary may also act as transfer agent or registrar Registrar of any of the securities of the Company and its affiliates.. It is intended that neither the Depositary nor any Depositary's Agent nor the Registrar shall be deemed to be an "issuer" of the Stock, the Depositary Shares, or the Receipts or other securities issued upon conversion, exchange or redemption of the Stock under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent and the Registrar are acting only in a ministerial capacity; provided, however, that the Depositary and any Depositary's Agent agree to comply with all information reporting and withholding requirements applicable to each of them under law or this Deposit Agreement in their capacity as such. Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary's Agent nor the Registrar makes any representation or has any responsibility as to the validity of the registration statement pursuant to which the Depositary Shares are registered under the Securities Act, the Stock, the Depositary Shares or any instruments referred to therein or herein, or as to the correctness of any statement made therein

Obligations of the Depositary. the Depositary’s 's Agents, the ----------------------------------------------------------- Registrar and the Company. The Company assumes no obligation and shall be ------------------------- subject to no liability under this Deposit Agreement or the Receipts to holders or other persons, except to perform in good faith such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement. Each of the Depositary, the Depositary's Agents and the Registrar assumes no obligation and shall be subject to no liability under this Deposit Agreement or the Receipts to holders or other persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the Deposit Agreement to holders of Receipts other than for its gross negligence or willful misconduct. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in with respect of the Preferred to Stock, the Depositary Shares Shares, Receipts or the Receipts which Common Stock that in its opinion may involve it in expense or liability liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor any the Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary’s 's Agent, any the Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share of Preferred Stock or for the manner or effect of any such vote, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit Agreement, and no implied covenants or obligations shall be read into the Deposit Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents Registrar and any Registrar Depositary's Agent may own and deal in any class of securities of the Company and its affiliates and in ReceiptsReceipts or Depositary Shares. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates. It is intended that neither the Depositary nor any Depositary's Agent shall be deemed to be an "issuer" of the Stock, the Depositary Shares, the Receipts or the Common Stock issued upon conversion or redemption of the Stock under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent are acting only in a ministerial capacity as Depositary for the Stock; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary's Agent makes any representation or has any responsibility as to the validity of any Registration Statement pursuant to which the Depositary Shares are registered under the Securities Act, the Stock, the Depositary Shares or any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement.

Obligations of the Depositary. the Depositary’s Agents, the Registrar and the CompanyTransfer Agent. Neither Except as set forth in Section 2.13, none of the Depositary nor Depositary, any Depositary’s Agent nor Agent, any Registrar nor the Company and any Transfer Agent assumes any obligation or shall be subject to any liability under the Deposit this Agreement to holders Record Holders of Receipts Receipts, the Corporation or any other person or entity other than for its gross negligence negligence, willful misconduct or willful misconductbad faith (each as determined by a final, non-appealable judgment of a court of competent jurisdiction). Neither None of the Depositary nor Depositary, any Depositary’s Agent nor Agent, any Registrar nor the Company and any Transfer Agent shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Mandatory Convertible Preferred Stock, the Depositary Shares or the Receipts which Receipts, which, in its opinion reasonable opinion, may involve it in expense or liability liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither Except as set forth in Section 2.13, none of the Depositary nor Depositary, any Depositary’s Agent nor Agent, any Registrar nor the Company and any Transfer Agent shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person Person presenting Mandatory Convertible Preferred Stock for deposit, any holder Record Holder of a Receipt or any other person Person believed by it in good the absence of bad faith to be competent to give such information. The Each of the Depositary, any Depositary’s Agent, any Registrar and the Company any Transfer Agent may each rely rely, and shall each be protected in acting upon or omitting to act, upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share of Preferred Stock or for the manner or effect of any such vote, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar or Transfer Agent shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit this Agreement, and no implied covenants or obligations shall be read into the Deposit this Agreement against the Depositary or any RegistrarRegistrar or Transfer Agent. The Depositary, the its parent, affiliates and subsidiaries, any Depositary’s Agents Agent and any Registrar or Transfer Agent may own own, buy, sell and deal in any class of securities of the Company Corporation and its affiliates and in ReceiptsReceipts or Depositary Shares or have a pecuniary interest in any transaction in which the Corporation or its affiliates may be interested or contract with or lend money to any such Person or otherwise act as fully or as freely as if it were not the Depositary, the Depositary’s parent, affiliate or subsidiary or the Depositary’s Agent or the Registrar hereunder. The Depositary may also act as trustee, transfer agent or registrar of any of the securities of the Company Corporation and its affiliates.. It is intended that none of the Depositary, its agents and any Registrar, acting as a Depositary’s Agent or Registrar, as the case may be, shall be deemed to be an “issuer” of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary, any Depositary’s Agent and the Registrar are acting only in a ministerial capacity as Depositary or Registrar for the Mandatory Convertible Preferred Stock. The Corporation agrees that is has previously or will register the offer and sale of the Mandatory Convertible Preferred Stock and the Depositary Shares in accordance with all applicable securities laws. None of the Depositary, its officers, directors, employees or agents and the Registrar makes any representation or has any responsibility as to the validity of (a) the registration statement pursuant to which the offer and sale of the Depositary Shares are registered under the Securities Act, (b) the Certificate of Incorporation, (c) the Mandatory Convertible Preferred Stock, (d) the Depositary Shares, (e) the Receipts (except for its counter-signatures thereon), (f) any instruments referred to in any of the foregoing or (g) as to the correctness of any statement made in any of the foregoing. The Depositary assumes no responsibility for the correctness of the description that appears in the Receipts. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity or genuineness of any Mandatory Convertible Preferred Stock at any time deposited with the Depositary hereunder or of the Depositary Shares, as to the validity or sufficiency of this Agreement, as to the value of the Depositary Shares or as to any right, title or interest of the Record Holders of Receipts in and to the Depositary Shares. The Depositary shall not be accountable for the use or application by the Corporation of the Depositary Shares or the Receipts or the proceeds thereof. Notwithstanding anything to the contrary herein, except as set forth in Section 2.13, the Depositary, any Depositary’s Agent, any Registrar and any Transfer Agent shall not be liable for any incidental, indirect, special or consequential damages of any nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by breach of any provision of this Agreement even if apprised of the possibility of such damages. Notwithstanding anything contained herein to the contrary, except as set forth in Section 2.13, the aggregate liability of the Depositary, any Depositary’s Agent, any Registrar and any Transfer Agent during any term of this Agreement with respect to, arising from, or arising in connection with this Agreement, or from all services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, three times the amounts paid hereunder by the Corporation to Depositary as fees and charges, but not including reimbursable expenses, during the twelve months immediately preceding the event for which recovery is being sought. Except as set forth in Section 2.13, the Depositary, any Depositary’s Agent, any Registrar and any Transfer Agent shall not have any liability for interest on any monies at any time received by it pursuant to any of the provisions of this Agreement or of the Receipts, the Depositary Shares or the Mandatory Convertible Preferred Stock, nor shall it be obligated to segregate such monies from other monies held by it, except as required by applicable law. Except as set forth in Section 2.13, the Depositary, any Depositary’s Agent, any Registrar and any Transfer Agent shall not be responsible for advancing funds on behalf of the Corporation and shall have no duty or obligation to make any payments if it has not timely received sufficient funds to make timely payments. In the event the Depositary, the Depositary’s Agent or any Registrar or Transfer Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Depositary, the Depositary’s Agent or any Registrar or Transfer Agent hereunder, or in the administration of any of the provisions of this Agreement, the Depositary shall deem it necessary or desirable that a matter be proved or established prior to taking, omitting or suffering to take any action hereunder, the Depositary may, in its sole discretion, refrain from taking any action and the Depositary, Depositary’s Agent or any Registrar or Transfer Agent shall be fully protected and shall not be liable in any way to the Corporation, any Record Holders of Receipts or any other person or entity for refraining from taking such action, unless (i) the Depositary receives written instructions or a certificate signed by the Corporation that eliminates such ambiguity or uncertainty to the reasonable satisfaction of the Depositary, Depositary’s Agent, Registrar or Transfer Agent or that proves or establishes the applicable matter to the reasonable satisfaction of the Depositary, Depositary’s Agent, Registrar or Transfer Agent or (ii) the rights of all parties have been adjudicated by a final non-appealable judgment of a court of appropriate jurisdiction. In the event the Depositary, any Depositary’s Agent, the Registrar or Transfer Agent shall receive conflicting claims, requests or instructions from any Record Holders of Receipts, on the one hand, and the Corporation, on the other hand, such party shall be entitled to act on such claims, requests or instructions received from the Corporation, and shall incur no liability and shall be entitled to the full indemnification set forth in Section 5.06 in connection with any action so taken, suffered or omitted to be taken. The Depositary undertakes not to issue any Receipt other than to evidence the Depositary Shares that have been delivered to, and are then on deposit with, the Depositary. The Depositary also undertakes not to sell, except as provided herein, pledge or lend Depositary Shares or shares of Mandatory Convertible Preferred Stock held by it as Depositary. The Depositary, the Depositary’s Agent, Transfer Agent, or Registrar will not be under any duty or responsibility to ensure compliance with any applicable federal or state securities laws in connection with the issuance, transfer or exchange of the Receipts, Mandatory Convertible Preferred Stock or Depositary Shares. Notwithstanding anything herein to the contrary, no amendment to the Certificate of Designation shall affect the rights, duties, obligations or immunities of the Depositary, Transfer Agent, the Depositary’s Agent or Registrar hereunder. The Depositary, any Depositary’s Agent, Transfer Agent, and any Registrar hereunder:

Obligations of the Depositary. the Depositary’s Agents, the Registrar and the CompanyTHE DEPOSITARY'S AGENTS AND THE ------------ -------------------------------------------------------------- COMPANY. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company ------- assumes any obligation or obligation, nor shall be subject to any liability under the this Deposit Agreement to holders of Receipts other than Receipts, except that nothing herein shall relieve the Depositary, the Depositary's Agent or the Company for its liability to such holders from acts or omissions arising out of conduct finally adjudicated to constitute gross negligence or willful misconductbad faith on the part of such person or persons in the performance of such duties as are specifically set forth in this Deposit Agreement. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Deposited Stock, the Depositary Shares or the Receipts Receipts, which in its reasonable opinion may involve it in expense or liability liability, unless indemnity satisfactory to it against all expense and liability be is furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be liable (i) if it is prevented or delayed by law or any circumstance beyond its control in performing its obligations under this Deposit Agreement, or (ii) for any action or any failure to act by it in reliance upon the written advice of legal counsel (which may be in-house counsel) or accountants, or information from any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s Agent, any Registrar 's Agent and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed delivered by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share of Preferred Stock or for the manner or effect of any such vote, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit Agreement, and no implied covenants or obligations shall be read into the Deposit Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents and any Registrar 's Agent may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also act as transfer agent Transfer Agent or registrar Registrar of any of the securities of the Company and its affiliates, including, without limitation, the Common Stock as to which the Depositary, at the date hereof, is Transfer Agent and Registrar. Neither the Depositary nor any of the Depositary's Agents is a trustee for the benefit of holders of the Receipts. It is intended that neither the Depositary nor any Depositary's Agent shall be deemed to be an "issuer" of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and the Depositary's Agents are acting only in a ministerial capacity as Depositary for the Deposited Stock. Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary's Agent makes any representation or has any responsibility as to the validity of the Registration Statement, the Deposited Stock, the Depositary Shares or any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for (i) its representations in this Deposit Agreement and (ii) the validity of any action taken or required to be taken by the Depositary in connection with this Deposit Agreement. Notwithstanding any other provisions herein or set forth in the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Deposited Stock at any time deposited with the Depositary hereunder or of the Depositary Shares as to the value of the Depositary Shares, the Deposited Stock or Receipts or as to any right, title or interest of the record holders of the Receipts to the Depositary Shares or Deposited Stock represented thereby. The Depositary shall not be accountable for the use or application by the Company of the Deposited Stock, the Depositary Shares or Receipts or the proceeds of any thereof. The Company agrees that it will register the Deposited Stock and the Depositary Shares in accordance with applicable securities laws.

Obligations of the Depositary. the Depositary’s Agents, the any Registrar and the Company. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the this Deposit Agreement to holders of Receipts Depositary Shares other than that each of them agrees to use good faith in the performance of such duties as are specifically set forth in this Deposit Agreement and for its gross negligence negligence, bad faith or willful misconduct. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Preferred Stock for deposit, any holder of a Receipt Depositary Share or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share shares of Preferred Stock or for the manner or effect of any such vote, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the this Deposit Agreement, and no implied covenants . The Depositary will indemnify the Company against any liability which may arise out of acts performed or obligations shall be read into the Deposit Agreement against omitted by the Depositary or any Registrarits agents due to its or their negligence or bad faith. The Depositary, the Depositary’s Agents and Agents, any Registrar and the Company may own and deal in any class SC1:4183686.3 of securities of the Company and its affiliates and in ReceiptsDepositary Shares. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates. The Depositary hereby represents and warrants as follows: (i) the Depositary has been duly organized and is validly existing and in good standing under the laws of the State of ________, with full power, authority and legal right under such law to execute, deliver and carry out the terms of this Deposit Agreement; (ii) this Deposit Agreement has been duly authorized, executed and delivered by the Depositary; and (iii) this Deposit Agreement constitutes a valid and binding obligation of the Depositary, enforceable against the Depositary in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Depositary shall not be accountable for the use or application by the Company of the Depositary Shares or the Receipts or the proceeds thereof.

Obligations of the Depositary. the Depositary’s AgentsTHE DEPOSITARY'S AGENTS, the Registrar and the CompanyTHE REGISTRAR AND THE COMPANY. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the this Deposit Agreement to holders of Receipts other than for its gross negligence or willful misconduct. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s 's Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share shares of Preferred Stock or for the manner or effect of any such votevote made, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the this Deposit Agreement, and no implied covenants or obligations shall be read into the this Deposit Agreement against the Depositary or any Registrar. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents due to its or their negligence or bad faith. The Depositary, the Depositary’s 's Agents and any Registrar may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates.

Obligations of the Depositary. the Depositary’s 's Agents, the any Registrar and the Company. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the this Deposit Agreement to holders of Receipts Depositary Shares other than for its gross negligence or willful misconduct. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Preferred Stock for deposit, any holder of a Receipt Depositary Share or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s 's Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share shares of Preferred Stock or for the manner or effect of any such vote, as long as any such action or non-non- action is in good faith. The Depositary undertakes, undertakes and shall cause any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the this Deposit Agreement, Agreement using its reasonable best efforts and in good faith. The parties hereto acknowledge that no implied covenants or obligations shall be read into the this Deposit Agreement against the Depositary or any Registrar. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents due to its or their gross negligence or bad faith. The Depositary, the any Depositary’s Agents and 's Agents, any Registrar and the Company may own and deal in any class of securities of the Company and its affiliates and in ReceiptsDepositary Shares. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates.

Obligations of the Depositary. the Depositary’s AgentsTHE DEPOSITARY'S AGENTS, the Registrar and the CompanyANY REGISTRAR AND THE COMPANY. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the this Deposit Agreement to holders of Receipts Depositary Shares other than for its such person's own [negligence, as to the Depositary], gross negligence or willful misconduct. [Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stock, the Depositary Shares or the Receipts which that in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. .] Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Preferred Stock for deposit, any holder of a Receipt Depositary Share or any other person reasonably believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s 's Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share shares of Preferred Stock or for the manner or effect of any such vote, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the this Deposit Agreement, and no implied covenants or obligations shall be read into the this Deposit Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents and any Registrar may own and deal in any class of securities of Depositary shall indemnify the Company and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates.against any

Obligations of the Depositary. the Depositary’s AgentsTHE DEPOSITARY'S AGENTS, the Registrar and the CompanyTHE REGISTRAR AND THE COMPANY. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the The Company assumes any no obligation or and shall be subject to any no liability under the this Deposit Agreement or the Receipts to holders or other persons, except to perform its obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence or bad faith. Each of the Depositary, the Depositary's Agents and the Registrar assumes no obligation and shall be subject to no liability under this Deposit Agreement or the Receipts to holders or other than for its gross persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence or willful misconduct. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary’s 's Agent, any the Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share of Preferred Stock or for the manner or effect of any such vote, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit Agreement, and no implied covenants or obligations shall be read into the Deposit Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents Registrar and any Registrar Depositary's Agent may own and deal in any class of securities of the Company and its affiliates and in ReceiptsReceipts or Depositary Shares. The Depositary may also act as transfer agent or registrar Registrar of any of the securities of the Company and its affiliates. It is intended that neither the Depositary nor any Depositary's Agent nor the Registrar shall be deemed to be an "issuer" of the Stock, the Depositary Shares, or the Receipts or other securities issued upon conversion, exchange or redemption of the Stock under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent and the Registrar are acting only in a ministerial capacity; provided, however, that the Depositary and any Depositary's Agent agree to comply with all information reporting and withholding requirements applicable to each of them under law or this Deposit Agreement in their capacity as such. Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary's Agent nor the Registrar makes any representation or has any responsibility as to the validity of the registration statement pursuant to which the Depositary Shares are registered under the Securities Act, the Stock, the Depositary Shares or any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement. The Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a statement of the Company summarizing certain provisions of this Deposit Agreement. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Stock at any time deposited with the Depositary hereunder or of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares or as to any right, title or interest of the record holders of Receipts in and to the Depositary Shares except that the Depositary hereby represents and warrants as follows: (i) the Depositary has been duly organized and is validly existing and in good standing under the laws of the State of [__________], with full power, authority and legal right under such law to execute, deliver and carry out the terms of this Deposit Agreement; (ii) this Deposit Agreement has been duly authorized, executed and delivered by the Depositary; and (iii) this Deposit Agreement constitutes, and when executed and delivered, each Receipt will constitute, a valid and binding obligation of the Depositary, enforceable against the Depositary in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Depositary shall not be accountable for the use or application by the Company of its proceeds from the Depositary Shares or the Receipts.

Obligations of the Depositary. the Depositary’s Agents, the Registrar and the CompanyCorporation. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company Corporation assumes any obligation or shall be subject to any liability under the this Deposit Agreement to holders Holders of Receipts other than for its gross negligence negligence, willful misconduct or willful misconductbad faith. Notwithstanding anything in this Agreement to the contrary, neither the Depositary, nor the Depositary’s Agent nor any Registrar nor the Corporation shall be liable in any event for special, punitive, incidental, indirect or consequential losses or damages of any kind whatsoever (including but not limited to lost profits). Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company Corporation shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Series I Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company Corporation shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Series I Preferred Stock for deposit, any holder Holder of a Receipt or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s Agent, any Registrar and the Company Corporation may each rely and shall each be protected in acting upon or omitting to act upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share shares of Series I Preferred Stock or for the manner or effect of any such votevote made, as long as any such action or non-action is not taken in good bad faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit this Agreement, and no implied covenants or obligations shall be read into the Deposit this Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents Agents, and any Registrar may own and deal in any class of securities of the Company Corporation and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company Corporation and its affiliates. The Depositary shall not be under any liability for interest on any monies at any time received by it pursuant to any of the provisions of this Agreement or of the Receipts, the Depositary Shares or the Series I Preferred Stock nor shall it be obligated to segregate such monies from other monies held by it, except as required by law. The Depositary shall not be responsible for advancing funds on behalf of the Corporation and shall have no duty or obligation to make any payments if it has not timely received sufficient funds to make timely payments. In the event the Depositary believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Depositary hereunder, or in the administration of any of the provisions of this Agreement, the Depositary shall deem it necessary or desirable that a matter be proved or established prior to taking, omitting or suffering to take any action hereunder, the Depositary may, in its sole discretion upon written notice to the Corporation, refrain from taking any action and shall be fully protected and shall not be liable in any way to the Corporation, any Holders of Receipts or any other person or entity for refraining from taking such action, unless the Depositary receives written instructions or a certificate signed by the Corporation which eliminates such ambiguity or uncertainty to the satisfaction of the Depositary or which proves or establishes the applicable matter to the satisfaction of the Depositary.

Obligations of the Depositary. the Depositary’s Agents, the Registrar and the Company. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the this Deposit Agreement to holders of Receipts other than for its gross negligence negligence, willful misconduct or willful misconductbad faith. Notwithstanding anything in this Deposit Agreement to the contrary, neither the Depositary, nor the Depositary’s Agent nor any Registrar nor the Company shall be liable in any event for special, punitive, incidental, indirect or consequential losses or damages of any kind whatsoever (including but not limited to lost profits). Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be under under, any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Series T Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Series T Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s Agent, any Registrar and the Company may each rely and shall each be protected in acting upon or omitting to act upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary will indemnify the Company against any liability which may directly arise out of acts performed or omitted by the Depositary due to its gross negligence, willful misconduct or bad faith, however, in no event shall the Depositary be liable for consequential, special or indirect damages of any kind regardless of whether the Depositary is put on notice of the possibility of such damages. The Depositary shall not be liable for the acts or omissions due to the gross negligence, willful misconduct or bad faith of any Depositary’s Agent, so long as such Depositary’s Agent was appointed with due care. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share shares of Series T Preferred Stock or for the manner or effect of any such votevote made, as long as any such action or non-action is not taken in good bad faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the this Deposit Agreement, and no implied covenants or obligations shall be read into the this Deposit Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents Agents, and any Registrar may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates. The Depositary shall not be under any liability for interest on any monies at any time received by it pursuant to any of the provisions of this Deposit Agreement or of the Receipts, the Depositary Shares or the Series T Preferred Stock nor shall it be obligated to segregate such monies from other monies held by it, except as required by law. The Depositary shall not be responsible for advancing funds on behalf of the Company and shall have no duty or obligation to make any payments if it has not timely received sufficient funds to make timely payments. In the event the Depositary believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Depositary hereunder, or in the administration of any of the provisions of this Deposit Agreement, the Depositary shall deem it necessary or desirable that a matter be proved or established prior to taking, omitting or suffering to take any action hereunder, the Depositary may, in its sole discretion upon written notice to the Company, refrain from taking any action and shall be fully protected and shall not be liable in any way to the Company, any holders of Receipts or any other person or entity for refraining from taking such action, unless the Depositary receives written instructions or a certificate signed by the Company which eliminates such ambiguity or uncertainty to the satisfaction of the Depositary or which proves or establishes the applicable matter to the satisfaction of the Depositary. The Depositary shall not be liable to the Company, any holder of Receipts, or any action taken by it in accordance with the written instruction of the Company or the holders of Receipts.

Obligations of the Depositary. the Depositary’s 's Agents, the Registrar and the Company. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the this Deposit Agreement to holders of Receipts other than for its gross negligence or willful misconduct. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s 's Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share shares of Preferred Stock or for the manner or effect of any such vote, as long as any such action or non-action nonaction is in good faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit this Agreement, and no implied covenants or obligations shall be read into the Deposit this Agreement against the Depositary or any Registrar. [The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents due to its or their gross negligence or willful misconduct. The Depositary, the Depositary’s 's Agents and any Registrar may own and deal in any class of securities of the Company and or its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates.

Obligations of the Depositary. the Depositary’s Agents, the Registrar and the Company. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the this Deposit Agreement to holders of Receipts other than for its gross negligence or willful misconduct. Notwithstanding anything in this Deposit Agreement to the contrary, neither the Depositary, nor the Depositary’s Agent nor any Registrar nor the Company shall be liable in any event for special, punitive, incidental, indirect or consequential losses or damages of any kind whatsoever (including but not limited to lost profits). Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be under under, any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Series CC Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Series CC Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s Agent, any Registrar and the Company may each rely and shall each be protected in acting upon or omitting to act upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary will indemnify the Company against any liability which may directly arise out of acts performed or omitted by the Depositary due to its gross negligence or willful misconduct, however, in no event shall the Depositary be liable for consequential, special or indirect damages of any kind regardless of whether the Depositary is put on notice of the possibility of such damages. The Depositary shall not be liable for the acts or omissions due to the gross negligence or willful misconduct of any Depositary’s Agent, so long as such Depositary’s Agent was appointed with due care. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share shares of Series CC Preferred Stock or for the manner or effect of any such votevote made, as long as any such action or non-action is not taken in good bad faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the this Deposit Agreement, and no implied covenants or obligations shall be read into the this Deposit Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents Agents, and any Registrar may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates. The Depositary shall not be under any liability for interest on any monies at any time received by it pursuant to any of the provisions of this Deposit Agreement or of the Receipts, the Depositary Shares or the Series CC Preferred Stock nor shall it be obligated to segregate such monies from other monies held by it, except as required by law. The Depositary shall not be responsible for advancing funds on behalf of the Company and shall have no duty or obligation to make any payments if it has not timely received sufficient funds to make timely payments. In the event the Depositary believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Depositary hereunder, or in the administration of any of the provisions of this Deposit Agreement, the Depositary shall deem it necessary or desirable that a matter be proved or established prior to taking, omitting or suffering to take any action hereunder, the Depositary may, in its sole discretion upon written notice to the Company, refrain from taking any action and shall be fully protected and shall not be liable in any way to the Company, any holders of Receipts or any other person or entity for refraining from taking such action, unless the Depositary receives written instructions or a certificate signed by the Company which eliminates such ambiguity or uncertainty to the satisfaction of the Depositary or which proves or establishes the applicable matter to the satisfaction of the Depositary. The Depositary shall not be liable to the Company, any holder of Receipts, or any action taken by it in accordance with the written instruction of the Company or the holders of Receipts.

Obligations of the Depositary. the Depositary’s Agents, the Registrar Custodian and the Company. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor Each of the Company and its agents assumes any no obligation or and shall be subject to no liability under this Deposit Agreement or the Receipts to Holders or other persons, except that each of the Company and its agents agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith and using its reasonable judgment, without any liability on the part of the Company or the Depositary to any Holder. The Depositary assumes no obligation and shall be subject to no liability under the this Deposit Agreement or the Receipts to holders Holders or other persons (including, without limitation, liability with respect to the validity or worth of Receipts other than for the Deposited Securities), except that the Depositary agrees to perform its gross obligations specifically set forth in this Deposit Agreement without negligence or willful misconductbad faith. Neither Without limitation of the Depositary foregoing, neither the Depositary, its controlling persons, nor any Depositary’s Agent nor any Registrar of its agents, nor the Company its controlling persons nor any of its agents shall be (a) under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Preferred StockReceipts, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company required (and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary), or (b) liable for any action or any failure to act inaction by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel (including internal legal counsel), accountants, any person presenting Preferred Stock Shares for deposit, any holder of a Receipt Holder, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary’s Agentits controlling persons, its agents, any Registrar Custodian and the Company Company, its controlling persons and its agents may each rely and shall each be protected in acting upon any written notice, request, direction request or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents shall not be responsible liable for any failure to carry out any instruction instructions to vote any of the share of Preferred Stock Deposited Securities, or for the manner in which any vote is cast or the effect of any such vote, as long as provided that any such action or non-action omission is in good faith. The Depositary undertakes, faith and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in accordance with the terms of this Deposit Agreement, and no implied covenants or obligations shall be read into . No disclaimer of liability under the Securities Act is intended by any provision of this Deposit Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents and any Registrar may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliatesAgreement.

Obligations of the Depositary. the Depositary’s 's Agents, the Registrar and the Company. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the this Deposit Agreement or any Receipt to holders of Receipts other than for its gross negligence or willful misconductthat each of them agrees to use good faith in the performance of such duties as are specifically set forth in this Deposit Agreement. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in with respect of to the Preferred Stock, the Depositary Shares Shares, Receipts [or the Receipts which Series A Stock] that in its opinion may involve it in expense or liability liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountantsof, or information from from, legal counsel, accountants, any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary’s Agent, any Registrar 's Agent and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share of Preferred Stock Depositary, its parent, affiliates, subsidiaries, officers, directors or for the manner or effect of any such vote, as long as any such action or non-action is in good faith. The Depositary undertakes, employees and any Registrar shall be required to undertakeDepositary's Agent may own, to perform such duties and only such duties as are specifically set forth in the Deposit Agreementbuy, and no implied covenants sell or obligations shall be read into the Deposit Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents and any Registrar may own and deal in any class of securities of the Company and its affiliates and Receipts or Depositary Shares, or become pecuniarily interested in Receiptsany transaction in which the Company or its officers may be interested, or contract with or lend money to the Company or any of its affiliates or officers, or otherwise act as fully or as freely as if it were not the Depositary or the Depositary's Agent hereunder. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates.. It is intended that neither the Depositary nor any Depositary's Agent shall be deemed to be an "issuer" of securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent are acting only in a ministerial capacity as Depositary for the Preferred Stock; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. The Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a statement of the Company summarizing certain provisions of this Deposit Agreement. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Preferred Stock at any time deposited with the Depositary hereunder or of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares, or as to any right, title or interest of the record holders of Receipts in and to the Depositary Shares, except that the Depositary hereby represents and warrants as follows: (i) the Depositary has been duly organized and is validly existing and in good standing under the laws of the United States with full power, authority and legal right under such laws to execute, deliver and carry out the terms of this Deposit Agreement; (ii) this Deposit Agreement has been duly authorized, executed and delivered by the Depositary; and (iii) this Deposit Agreement constitutes a valid and binding obligation of the Depositary, enforceable against the Depositary in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditors rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Depositary shall not be accountable for the use or application by the Company of the Depositary Shares or the Receipts or the proceeds of the sale thereof. 15

Obligations of the Depositary. the Depositary’s 's Agents, the Registrar and the Company. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the The Company assumes any no obligation or and shall be subject to any no liability under the this Deposit Agreement or the Receipts to holders or other persons, except to perform in good faith such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement. Each of the Depositary, the Depositary's Agents and the Registrar assumes no obligation and shall be subject to no liability under this Deposit Agreement or the Receipts to holders or other than for its gross persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence or willful misconductbad faith. Neither the Depositary nor any Depositary’s 's Agent nor any the Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in with respect of the Preferred to Stock, the Depositary Shares or the Receipts which that in its opinion may involve it in expense or liability liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor any the Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary’s 's Agent, any the Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share of Preferred Stock or for the manner or effect of any such vote, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit Agreement, and no implied covenants or obligations shall be read into the Deposit Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents Registrar and any Registrar Depositary's Agent may own and deal in any class of securities of the Company and its affiliates and in ReceiptsReceipts or Depositary Shares. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates. It is intended that neither the Depositary nor any Depositary's Agent nor the Registrar shall be deemed to be an "issuer" of the Stock, the Depositary Shares, or the Receipts or other securities issued upon exchange or redemption of the Stock under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent and the Registrar are acting only in a ministerial capacity; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary's Agent nor the Registrar makes any representation or has any responsibility as to the validity of the Registration statement pursuant to which the Depositary Shares are registered under the Securities Act, the Stock, the Depositary Shares or any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement. The Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a statement of the Company summarizing certain provisions of this Deposit Agreement. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Stock at any time deposited with the Depositary hereunder or of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares or as to any right, title or interest of the record holders of Receipts in and to the Depositary Shares except that the Depositary hereby represents and warrants as follows: (i) the Depositary has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its incorporation, with full power, authority and legal right under such law to execute, deliver and carry out the terms of this Deposit Agreement; (ii) this Deposit Agreement has been duly authorized, executed and delivered by the Depositary; and (iii) this Deposit Agreement constitutes a valid and binding obligation of the Depositary, enforceable against the Depositary in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Depositary shall not be accountable for the use or application by the Company of the Depositary Shares or the Receipts or the proceeds thereof.

Obligations of the Depositary. the Depositary’s 's Agents, ------------------------------------------------------- the Registrar and the Company. ----------------------------- The Company assumes no obligation and shall be subject to no liability under this Deposit Agreement or the Receipts to holders or other persons, except to perform in good faith such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement. Each of the Depositary, the Depositary's Agents and the Registrar assumes no obligation and shall be subject to no liability under this Deposit Agreement or the Receipts to holders or other persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the Deposit Agreement to holders of Receipts other than for its gross negligence or willful misconduct. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in with respect of the Preferred to Stock, the Depositary Shares Shares, Receipts or the Receipts which Common Stock that in its opinion may involve it in expense or liability liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor any the Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary’s 's Agent, any the Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share of Preferred Stock or for the manner or effect of any such vote, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit Agreement, and no implied covenants or obligations shall be read into the Deposit Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents Registrar and any Registrar Depositary's Agent may own and deal in any class of securities of the Company and its affiliates and in ReceiptsReceipts or Depositary Shares. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates. It is intended that neither the Depositary nor any Depositary's Agent shall be deemed to be an "issuer" of the Stock, the Depositary Shares, the Receipts or the Common Stock issued upon conversion or redemption of the Stock under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent are acting only in a ministerial capacity as Depositary for the Stock; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary's Agent makes any representation or has any responsibility as to the validity of the Registration Statement pursuant to which the Depositary Shares are registered under the Securities Act, the Stock, the Depositary Shares or any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement.

Obligations of the Depositary. the Depositary’s Agents, the Registrar and the Company. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the The Company assumes any no obligation or and shall be subject to any no liability under the this Deposit Agreement or the Receipts to holders or other persons, except to perform in good faith such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement. Each of the Depositary, the Depositary’s Agents and the Registrar assumes no obligation and shall be subject to no liability under this Deposit Agreement or the Receipts to holders or other than for its gross persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence or willful misconductbad faith. Neither the Depositary nor any Depositary’s Agent nor any the Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in with respect of the Preferred to Stock, the Depositary Shares Shares, Receipts or the Receipts which Common Stock that in its opinion may involve it in expense or liability liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s Agent nor any the Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary’s Agent, any the Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share of Preferred Stock or for the manner or effect of any such vote, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit Agreement, and no implied covenants or obligations shall be read into the Deposit Agreement against the Depositary or any Registrar. The Depositary, the Registrar and any Depositary’s Agents and any Registrar Agent may own and deal in any class of securities of the Company and its affiliates and in ReceiptsReceipts or Depositary Shares. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates. It is intended that neither the Depositary nor any Depositary’s Agent shall be deemed to be an “issuer” of the Stock, the Depositary Shares, the Receipts or the Common Stock issued upon conversion or redemption of the Stock under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary’s Agent are acting only in a ministerial capacity as Depositary for the Stock; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary’s Agent makes any representation or has any responsibility as to the validity of the Registration Statement pursuant to which the Depositary Shares are registered under the Securities Act, the Stock, the Depositary Shares or any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement. The Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a statement of the Company summarizing certain provisions of this Deposit Agreement. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Stock at any time deposited with the Depositary hereunder or of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares or as to any right, title or interest of the record holders of Receipts in and to the Depositary Shares except that the Depositary hereby represents and warrants as follows: (a) the Depositary has been duly organized and is validly existing and in good standing under the laws of the State of _________, with full power, authority and legal right under such law to execute, deliver and carry out the terms of this Deposit Agreement; (b) this Deposit Agreement has been duly authorized, executed and delivered by the Depositary; and (c) this Deposit Agreement constitutes a valid and binding obligation of the Depositary, enforceable against the Depositary in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Depositary shall not be accountable for the use or application by the Company of the Depositary Shares or the Receipts or the proceeds thereof.

Obligations of the Depositary. the Depositary’s 's Agents, the Registrar and the Company. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the The Company assumes any no obligation or and shall be subject to any no liability under the this Deposit Agreement or the Receipts to holders or other persons, except to perform in good faith such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement. Each of the Depositary, the Depositary's Agents and the Registrar assumes no obligation and shall be subject to no liability under this Deposit Agreement or the Receipts to holders or other than for its gross negligence or willful misconductpersons, except to perform in good faith such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence. Neither the Depositary nor any Depositary’s 's Agent nor any the Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in with respect of the Preferred to Stock, the Depositary Shares or the Receipts which that in its opinion may involve it in expense or liability liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor any the Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary’s 's Agent, any the Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share of Preferred Stock or for the manner or effect of any such vote, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit Agreement, and no implied covenants or obligations shall be read into the Deposit Agreement against the Depositary or any Registrar. 14NEXT PAGE The Depositary, the Depositary’s Agents Registrar and any Registrar Depositary's Agent may own and deal in any class of securities of the Company and its affiliates and in ReceiptsReceipts or Depositary Shares. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates. It is intended that neither the Depositary nor any Depositary's Agent shall be deemed to be an "issuer" of the Stock, the Depositary Shares, the Receipts or the Common Stock or other securities issued upon conversion or exchange of the Stock under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent are acting only in a ministerial capacity as Depositary for the Stock; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary's Agent makes any representation or has any responsibility as to the validity of the Registration Statement pursuant to which the Depositary Shares are registered under the Securities Act, the Stock, the Depositary Shares or any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement. The Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a statement of the Company summarizing certain provisions of this Deposit Agreement. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Stock at any time deposited with the Depositary hereunder or of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares or as to any right, title or interest of the record holders of Receipts in and to the Depositary Shares except that the Depositary hereby represents and warrants as follows: (a) the Depositary has been duly organized and is validly existing and in good standing under the laws of the State of ____________, with full power, authority and legal right under such law to execute, deliver and carry out the terms of this Deposit Agreement; (b) this Deposit Agreement has been duly authorized, executed and delivered by the Depositary; and (c) this Deposit Agreement constitutes a valid and binding obligation of the Depositary, enforceable against the Depositary in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Depositary shall not be accountable for the use or application by the Company of the Depositary Shares or the Receipts or the proceeds thereof.

Obligations of the Depositary. THE DEPOSITARY'S AGENTS, THE REGISTRAR AND THE COMPANY. The Company assumes no obligation and shall be subject to no liability under this Deposit Agreement or the Receipts to holders or other persons, except to perform in good faith such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement. Each of the Depositary’s Agents, the Registrar Depositary's Agents and the CompanyRegistrar assumes no obligation and shall be subject to no liability under this Deposit Agreement or the Receipts to holders or other persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the Deposit Agreement to holders of Receipts other than for its gross negligence or willful misconduct. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in with respect of the Preferred to Stock, the Depositary Shares Shares, Receipts or the Receipts which Common Stock that in its opinion may involve it in expense or liability liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor any the Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary’s 's Agent, any the Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share of Preferred Stock or for the manner or effect of any such vote, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit Agreement, and no implied covenants or obligations shall be read into the Deposit Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents Registrar and any Registrar Depositary's Agent may own and deal in any class of securities of the Company and its affiliates and in ReceiptsReceipts or Depositary Shares. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates. It is intended that neither the Depositary nor any Depositary's Agent shall be deemed to be an "issuer" of the Stock, the Depositary Shares, the Receipts or the Common Stock issued upon conversion or redemption of the Stock under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent are acting only in a ministerial capacity as Depositary for the Stock; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary's Agent makes any representation or has any responsibility as to the validity of the Registration Statement pursuant to which the Depositary Shares are registered under the Securities Act, the Stock, the Depositary Shares or any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement. The Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a statement of the Company summarizing certain provisions of this Deposit Agreement. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Stock at any time deposited with the Depositary hereunder or of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares or as to any right, title or interest of the record holders of Receipts in and to the Depositary Shares except that the Depositary hereby represents and warrants as follows: (i) the Depositary has been duly organized and is validly existing and in good standing under the laws of the State of [____________], with full power, authority and legal right under such law to execute, deliver and carry out the terms of this Deposit Agreement; (ii) this Deposit Agreement has been duly authorized, executed and delivered by the Depositary; and (iii) this Deposit Agreement constitutes a valid and binding obligation of the Depositary, enforceable against the Depositary in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Depositary shall not be accountable for the use or application by the Company of the Depositary Shares or the Receipts or the proceeds thereof.

Obligations of the Depositary. THE ---------------------------------- DEPOSITARY'S AGENTS AND THE COMPANY. Neither the Depositary nor ----------------------------------- any Depositary's Agent nor the Company assumes any obligation, nor shall be subject to any liability under this Deposit Agreement to holders of Receipts, except that nothing herein shall relieve the Depositary’s Agents, the Registrar and Depositary's Agent or the CompanyCompany for liability to such holders from acts or omissions arising out of conduct finally adjudicated to constitute gross negligence or bad faith on the part of such person or persons in the performance of such duties as are specifically set forth in this Deposit Agreement. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the Deposit Agreement to holders of Receipts other than for its gross negligence or willful misconduct. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Deposited Stock, the Depositary Shares or the Receipts Receipts, which in its reasonable opinion may involve it in expense or liability liability, unless indemnity satisfactory to it against all expense and liability be is furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be liable (i) if it is prevented or delayed by law or any circumstance beyond its control in performing its obligations under this Deposit Agreement, or (ii) for any action or any failure to act by it in reliance upon the written advice of legal counsel (which may be in-house counsel) or accountants, or information from any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s Agent, any Registrar 's Agent and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed delivered by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share of Preferred Stock or for the manner or effect of any such vote, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit Agreement, and no implied covenants or obligations shall be read into the Deposit Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents and any Registrar 's Agent may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also act as transfer agent Transfer Agent or registrar Registrar of any of the securities of the Company and its affiliates, including, without limitation, the Common Stock as to which the Depositary, at the date hereof, is Transfer Agent and Registrar. Neither the Depositary nor any of the Depositary's Agents is a trustee for the benefit of holders of the Receipts. It is intended that neither the Depositary nor any Depositary's Agent shall be deemed to be an "issuer" of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and the Depositary's Agents are acting only in a ministerial capacity as Depositary for the Deposited Stock. Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary's Agent makes any representation or has any responsibility as to the validity of the Registration Statement, the Deposited Stock, the Depositary Shares or any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is Notwithstanding any other provisions herein or set forth in the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Deposited Stock at any time deposited with the Depositary hereunder or of the Depositary Shares as to the value of the Depositary Shares, the Deposited Stock or Receipts or as to any right, title or interest of the record holders of the Receipts to the Depositary Shares or Deposited Stock represented thereby. The Depositary shall not be accountable for the use or application by the Company of the Deposited Stock, the Depositary Shares or Receipts or the proceeds of any thereof. The Company agrees that it will register the Deposited Stock and the Depositary Shares in accordance with applicable securities laws.

Obligations of the Depositary. the Depositary’s 's Agents, the Registrar and the Company. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the Deposit Agreement to holders of Receipts other than for its gross negligence or willful misconduct. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s 's Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or partiesparties specified in this Deposit Agreement. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share shares of Preferred Stock or for the manner or effect of any such votevote made, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the this Deposit Agreement, Agreement using its best efforts and in good faith. The parties hereto acknowledge that no implied covenants or obligations shall be read into the Deposit this Depositary Agreement against the Depositary or any Registrar. The Depositary will indemnify the Company against any liability that may arise out of acts performed or omitted by the Depositary or the Depositary's Agents due to its or their negligence, bad faith, willful misconduct, fraud or dishonesty. The Depositary, the Depositary’s Agents 's Agents, and any Registrar may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates.

Obligations of the Depositary. the Depositary’s 's Agents, the Registrar and the Company. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the this Deposit Agreement to holders of Receipts other than for its gross negligence or willful misconduct. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s 's Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share shares of Preferred Stock or for the manner or effect of any such vote, as long as any such action or non-action nonaction is in good faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit this Agreement, and no implied covenants or obligations shall be read into the Deposit this Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s 's Agents and any Registrar may own and deal in any class of securities of the Company and or its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates.

Obligations of the Depositary. the Depositary’s Agents, the Registrar and the Company. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the this Deposit Agreement to holders of Receipts other than for its gross negligence negligence, willful misconduct or willful misconductbad faith. Notwithstanding anything in this Agreement to the contrary, neither the Depositary, nor the Depositary’s Agent nor any Registrar nor the Company shall be liable in any event for special, punitive, incidental, indirect or consequential losses or damages of any kind whatsoever (including but not limited to lost profits). Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be under under, any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred StockStock of any particular series, the Depositary Shares of such series or the Receipts of such series which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Preferred Stock of any particular series for deposit, any holder of a Receipt of a particular series or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s Agent, any Registrar and the Company may each rely and shall each be protected in acting upon or omitting to act upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share shares of Preferred Stock stock or for the manner or effect of any such votevote made, as long as any such action or non-action is not taken in good bad faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit this Agreement, and no implied covenants or obligations shall be read into the Deposit this Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents Agents, and any Registrar may own and deal in any class of securities of the Company and its affiliates and in ReceiptsReceipts of any series. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates. The Depositary shall not be under any liability for interest on any monies at any time received by it pursuant to any of the provisions of this Agreement or of the Receipts of any series, the Depositary Shares of any series or the Stock of any series nor shall it be obligated to segregate such monies from other monies held by it, except as required by law. The Depositary shall not be responsible for advancing funds on behalf of the Company and shall have no duty or obligation to make any payments if it has not timely received sufficient funds to make timely payments. In the event the Depositary believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Depositary hereunder, or in the administration of any of the provisions of this Agreement, the Depositary shall deem it necessary or desirable that a matter be proved or established prior to taking, omitting or suffering to take any action hereunder, the Depositary may, in its sole discretion upon written notice to the Company, refrain from taking any action and shall be fully protected and shall not be liable in any way to the Company, any holders of Receipts of any series or any other person or entity for refraining from taking such action, unless the Depositary receives written instructions or a certificate signed by the Company which eliminates such ambiguity or uncertainty to the satisfaction of the Depositary or which proves or establishes the applicable matter to the satisfaction of the Depositary.

Obligations of the Depositary. the Depositary’s Agents, the Registrar and the Company. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the The Company assumes any no obligation or and shall be subject to any no liability under the this Deposit Agreement or the Receipts to holders or other persons, except to perform its obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence or bad faith. Each of the Depositary, the Depositary’s Agents and the Registrar assumes no obligation and shall be subject to no liability under this Deposit Agreement or the Receipts to holders or other than for its gross persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence or willful misconduct. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary’s Agent, any the Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share of Preferred Stock or for the manner or effect of any such vote, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit Agreement, and no implied covenants or obligations shall be read into the Deposit Agreement against the Depositary or any Registrar. The Depositary, the Registrar and any Depositary’s Agents and any Registrar Agent may own and deal in any class of securities of the Company and its affiliates and in ReceiptsReceipts or Depositary Shares. The Depositary may also act as transfer agent or registrar Registrar of any of the securities of the Company and its affiliates. It is intended that neither the Depositary nor any Depositary’s Agent nor the Registrar shall be deemed to be an “issuer” of the Stock, the Depositary Shares, or the Receipts or other securities issued upon conversion, exchange or redemption of the Stock under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary’s Agent and the Registrar are acting only in a ministerial capacity; provided, however, that the Depositary and any Depositary’s Agent agree to comply with all information reporting and withholding requirements applicable to each of them under law or this Deposit Agreement in their capacity as such. Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary’s Agent nor the Registrar makes any representation or has any responsibility as to the validity of the registration statement pursuant to which the Depositary Shares are registered under the Securities Act, the Stock, the Depositary Shares or any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement. The Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a statement of the Company summarizing certain provisions of this Deposit Agreement. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Stock at any time deposited with the Depositary hereunder or of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares or as to any right, title or interest of the record holders of Receipts in and to the Depositary Shares except that the Depositary hereby represents and warrants as follows: (i) the Depositary has been duly organized and is validly existing and in good standing under the laws of the State of [ ], with full power, authority and legal right under such law to execute, deliver and carry out the terms of this Deposit Agreement; (ii) this Deposit Agreement has been duly authorized, executed and delivered by the Depositary; and (iii) this Deposit Agreement constitutes, and when executed and delivered, each Receipt will constitute, a valid and binding obligation of the Depositary, enforceable against the Depositary in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Depositary shall not be accountable for the use or application by the Company of its proceeds from the Depositary Shares or the Receipts.

Obligations of the Depositary. the Depositary’s AgentsTHE DEPOSITARY'S AGENTS, the Registrar and the CompanyTHE REGISTRAR AND THE COMPANY. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the this Deposit Agreement to holders of Receipts other than for its gross negligence or willful misconduct. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it such party against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be liable to any party hereto for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Preferred Stock for deposit, deposit or any holder of a Receipt or any other person believed by it in good faith to be competent to give such informationReceipt. The Depositary, any Depositary’s 's Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or partiesparties specified in this Agreement. The Depositary shall not be responsible for any failure to carry out any instruction authorization to vote any of the share shares of Preferred Stock or of for the manner or effect of any such votevote made, as long as any such action or non-action inaction is in good faithfaith and does not result from the gross negligence or willful misconduct of the Depositary. The Depositary undertakes, undertakes and shall cause any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit Agreement, this Agreement using its reasonable best efforts and in good faith. The parties hereto acknowledge that no implied covenants or obligations shall be read into the this Deposit Agreement against the Depositary or any Registrar or against the Company with respect to the Depositary and any Registrar. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or any Depositary's Agent due to its or their gross negligence or bad faith. The Depositary, the any Depositary’s Agents and 's Agent, any Registrar and the Company may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates.of

Obligations of the Depositary. the Depositary’s 's Agents, the Registrar and the Company. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the this Deposit Agreement to holders of Receipts other than for its gross negligence or willful misconduct. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s 's Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share shares of Preferred Stock or for the manner or effect of any such votevote made, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit this Agreement, and no implied covenants or obligations shall be read into the Deposit this Agreement against the Depositary or any Registrar. The Depositary will be liable to the Company for any liability which may arise out of acts performed or omitted by the Depositary or the Depositary's Agents due to its or their gross negligence or willful misconduct. The Depositary, the Depositary’s Agents 's Agents, and any Registrar may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates.

Obligations of the Depositary. the Depositary’s Agents, the Registrar and the Company. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the Deposit Agreement to holders of Receipts other than for its gross negligence or willful misconduct. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or partiesparties specified in this Deposit Agreement. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share shares of Preferred Stock or for the manner or effect of any such votevote made, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the this Deposit Agreement, Agreement using its best efforts and in good faith. The parties hereto acknowledge that no implied covenants or obligations shall be read into the Deposit this Depositary Agreement against the Depositary or any Registrar. The Depositary will indemnify the Company against any liability that may arise out of acts performed or omitted by the Depositary or the Depositary’s Agents due to its or their negligence, bad faith, willful misconduct, fraud or dishonesty. The Depositary, the Depositary’s Agents Agents, and any Registrar may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates.

Obligations of the Depositary. the Depositary’s Agents, the Registrar Custodian and the Company. Neither the Depositary nor any Depositary’s Agent nor any Registrar , the Custodian nor the Company assumes any obligation or shall be subject to any liability under the Deposit Agreement to holders of Receipts other than for except that each has agreed to use its gross negligence or willful misconductbest judgment and good faith in the performance of such duties as are specifically set forth in the Deposit Agreement. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Preferred StockReceipts, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor any Depositary’s Agent nor any Registrar , the Custodian nor the Company shall be liable for any action or any failure to act nonaction by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Preferred Stock for deposit, any holder of a Receipt Receipt, or any other person believed by it in good faith to be competent to give such advice or information, or for translation of any notice, report or other document made by a translator believed by it to be competent. The Depositary, any Depositary’s Agent, any Registrar and the Custodian or the Company may each rely and shall each be protected in acting upon any written notice, request, direction direction, or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Neither the Depositary shall not nor the Custodian will be responsible for any failure to carry out any instruction instructions to vote any of the share of Preferred Stock Deposited Securities or for the manner or effect of any such votevote made, as long as any such action or non-action is in good faith. The Depositary undertakesCompany will indemnify the Depositary, any Registrar and the Custodian against, and hold each of them harmless from, any Registrar shall be required to undertakeliability which may arise out of acts performed or omitted, to perform such duties and only such duties as are specifically set forth in accordance with the Deposit Agreement, and no implied covenants or obligations shall be read into provisions of the Deposit Agreement or this Receipt, (i) by the Company or any of its agents, or (ii) by the Depositary, such Registrar or any of their agents (including the Custodian), except for any liability arising out of negligence or bad faith. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or any Registrarits agents (including the Custodian) due to negligence or bad faith. The Depositary, Depositary and the Depositary’s Agents and any Registrar Custodian may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates.

Obligations of the Depositary. the Depositary’s 's Agents, ------------------------------------------------------- the Registrar and the Company. Neither the Depositary nor any Depositary’s 's ----------------------------- Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the this Deposit Agreement to holders of Receipts other than for its gross negligence or willful misconduct. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s 's Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share shares of Preferred Stock or for the manner or effect of any such votevote made, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit this Agreement, and no implied covenants or obligations shall be read into the Deposit this Agreement against the Depositary or any Registrar. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents due to its or their negligence or bad faith. The Depositary, the Depositary’s Agents 's Agents, and any Registrar may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates.

Obligations of the Depositary. the Depositary’s Agents, the Registrar Custodian and the Company. Neither the Depositary The Company and its directors, employees, agents and affiliates assume no obligation nor any Depositary’s Agent nor any Registrar nor the Company assumes any obligation or shall they be subject to any liability under the this Deposit Agreement or the Receipts to holders Holders or Beneficial Owners of Receipts or any other than for persons, except that each agrees to perform its gross obligations specifically set forth in this Deposit Agreement without negligence or willful misconductbad faith. The Depositary and its directors, employees, agents and affiliates assume no obligation nor shall they be subject to any liability under this Deposit Agreement or the Receipts to any Holder or Beneficial Owner of any Receipt or any other person (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that each agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor any Depositary’s Agent the Company nor any Registrar nor the Company of their respective directors, employees, agents or affiliates shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Preferred StockReceipts, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor any Depositary’s Agent the Company nor any Registrar nor the Company of their respective directors, employees, agents or affiliates shall be liable for any action or any failure to act nonaction by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Preferred Stock Shares for deposit, any holder of a Receipt Holder or any other person believed by it in good faith to be competent to give such advice or information. The Each of the Depositary, any Depositary’s Agent, any Registrar and the Company and their directors, employees and agents may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it such person to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be responsible for any failure to carry out any instruction instructions to vote any of the share of Preferred Stock Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, as long as provided that any such action or non-action nonaction is in good faith. The Depositary undertakes, and No disclaimer of liability under the Securities Act of 1933 is intended by any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the provision of this Deposit Agreement, and no implied covenants or obligations shall be read into the Deposit Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents and any Registrar may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates.

Obligations of the Depositary. the Depositary’s 's Agents, the Registrar and the Company. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the this Deposit Agreement to holders of Receipts other than for its gross negligence or willful misconduct. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s 's Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share shares of Preferred Stock or for the manner or effect of any such votevote made, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit Agreement, and no implied covenants or obligations shall be read into the Deposit Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents and any Registrar may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates.such

Obligations of the Depositary. the Depositary’s Agents, the Registrar and the Company. Neither the The Depositary assumes no obligation nor any Depositary’s Agent nor any Registrar nor the Company assumes any obligation or shall it be subject to any liability under the Deposit this Agreement to holders any Clearing System or any holder of Receipts Book-Entry Interests (including, without limitation, liability with respect to the validity or worth of the Global Notes), other than for its gross negligence or willful misconductthat it agrees to perform such duties as are specifically set forth in this Agreement. Neither In no event shall the Depositary nor be deemed to owe any fiduciary relationship to any Person as a result of its administering this Agreement. The Depositary makes no representation or warranty and shall at no time have any responsibility for, or liability or obligation in respect of, the legality, validity, binding effect, adequacy or enforceability of the Global Notes, the performance and observance by the Issuer or any Guarantor of their respective obligations under or in respect of the Global Notes or the recoverability of any sum of interest, principal, premium, if any, or Additional Amounts, if any, due or to become due from the Issuer or any Guarantor in respect of the Global Notes. The Depositary shall at no time have any responsibility for, or obligation or liability in respect of, the financial condition, creditworthiness, affairs, status or nature of the Issuer or any Guarantor. The Depositary shall at no time be liable for any act, default or omission of the Issuer or any Guarantor under or in respect of the Global Notes. Payments in respect of the CDIs with respect to a Tranche of Notes will only be made to the extent of any amounts actually received by or on behalf of the Depositary in respect of the corresponding Global Notes of such Tranche. The Depositary shall not be required to give notice to the Issuer or any Clearing System that any Global Note of a Tranche is repayable or that any Event of Default in relation to any Global Note of a Tranche has occurred pursuant to the applicable Indenture or take any proceedings to enforce payment under the applicable Indenture, except as expressly provided otherwise in this Agreement. The Depositary shall not be under any obligation to exercise in favor of any Clearing System any rights of set-off or of bankers' lien or of counterclaims that may arise out of any other transaction between the Issuer or the Depositary’s Agent nor any Registrar nor the Company . The Depositary shall not be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stockany Global Note or in respect of any CDIs, the Depositary Shares or the Receipts take any other action or omit to take any action under this Agreement, which in its opinion may involve it in expense or liability liability, unless indemnity satisfactory to it against all expense expenses and liability be furnished as often as may be required. Neither The Depositary shall not be liable for any acts or omissions made by a successor Depositary whether in connection with a previous act or omission of the Depositary nor or in connection with a matter arising wholly after the removal or resignation of the Depositary, provided that the Depositary complied with its obligations in Section 3 of this Exhibit A when it acted as Depositary. The Depositary shall have no liability for the calculation, timing or appropriateness of any Depositary’s Agent nor interest, principal, premium, if any, Additional Amounts, if any, or other payment or distribution to be made in connection with any Registrar nor Global Note, and the Company Issuer shall have sole responsibility therefor, provided that the Depositary shall be liable for any action its own bad faith, willful misconduct or any failure to act by it negligence in reliance upon connection with the written advice of legal counsel or accountants, or information from any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or partiesforegoing. The Depositary shall not be responsible under any liability for interest on, or any failure obligation to carry out invest or segregate, any instruction monies at any time received by it pursuant to vote any the terms and conditions of the share of Preferred Stock this Agreement except as required by law or for the manner or effect of any such vote, as long as any such action or non-action is expressly provided in good faiththis Agreement. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit Agreement, and no implied covenants or obligations shall be read into the Deposit Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents and any Registrar may own and deal in any class of securities of the Company Issuer and its affiliates and in ReceiptsBook-Entry Interests. EXHIBIT B FORM OF CERTIFICATED DEPOSITARY INTEREST FOR THE CERTIFICATED DEPOSITARY INTERESTS IN THE [GLOBAL SENIOR NOTES] [GLOBAL JUNIOR NOTES]. Reference is hereby made to the Deposit Agreement dated as of May 19, 2003 (the "DEPOSIT AGREEMENT") between Marconi Corporation plc (the "ISSUER") and The Bank of New York. Unless otherwise specified herein, capitalised terms used but not defined herein shall have the meanings given to them in the Deposit Agreement. This Certificated Depositary Interest is issued in respect of US$[o] ([o] United States dollars) aggregate principal amount of the [Guaranteed Senior Secured Notes due 2008] [Guaranteed Junior Secured Notes due 2008] (the "NOTES") of the Issuer. The Depositary may also act Notes are issued in accordance with the indenture dated as transfer agent or registrar of any May 19, 2003 among the Issuer, the Initial Guarantors listed on Schedule 1 thereto and [Law Debenture Trust Company of New York] [JPMorgan Chase Bank], as trustee, as originally executed, including for all purposes the provisions of the securities Trust Indenture Act that are deemed to be a part of and govern such instrument (the "[SENIOR] [JUNIOR] NOTE INDENTURE"). This Certificated Depositary Interest is issued under the deposit agreement dated as of May 19, 2003 (the "DEPOSIT AGREEMENT") among the Issuer and The Bank of New York, as Depositary (the "DEPOSITARY"). In this Certificated Depositary Interest, the Depositary shall include any successors thereto appointed from time to time in accordance with the provisions of the Company Deposit Agreement. This is to certify that: The Bank of New York, as common depositary for Euroclear and its affiliates.Clearstream, is the person registered in the register (the "BOOK-ENTRY REGISTER") maintained by the Depositary in relation to the Certificated Depositary Interests as the duly registered holder of this Certificated Depositary Interest or, if more than one person is so registered, the first-named of such persons (the "CDI HOLDER"). The CDI Holder is entitled to receive the principal amount outstanding as indicated in the Schedule hereto at the Stated Maturity (as defined in the Indenture) or on such earlier date or dates as the same may become repayable in accordance with the terms of the Deposit Agreement (subject to such adjustments [(i)] downwards by any amounts of principal already paid to the CDI Holder in accordance with the terms of the Deposit Agreement and noted by the Depositary on the Schedule hereto evidencing such adjustments as may be necessary to ensure that no greater principal sum is repaid in respect of this Certificated Depositary Interest than the actual principal amount received by the Depositary in respect thereof [and (ii) upwards to reflect Junior PIK Notes issued in respect of Junior Notes], together with premium, if any, interest and Additional Amounts payable in accordance with the terms of the Deposit Agreement, all subject to and in accordance with the terms of the Deposit Agreement. This Certificated Depositary Interest is evidence of entitlement only. Title to the Certificated Depositary Interest passes only on due registration in the Book-Entry Registrar and only the CDI Holder is entitled to payment in respect of this Certificated Depositary Interest. This Certificated Depositary Interest shall not be valid for any purpose until it has been executed for and on behalf of The Bank of New York as Depositary. AS WITNESS the manual signature of the Depositary. As Depositary, without recourse, warranty or liability, By: ________________________ Name: Title: ISSUED on INCREASE IN VALUE AND DECREASE IN VALUE The aggregate principal amount outstanding of this Certificated Depositary Interest is shown by the latest entry made by or on behalf of the Depositary in the fourth column below. The following increases and decreases in principal amount outstanding of this Certificated Depositary Interest have been made. AMOUNT OF PRINCIPAL AMOUNT DECREASE IN AMOUNT OF INCREASE OUTSTANDING OF PRINCIPAL AMOUNT IN PRINCIPAL THE CERTIFICATED OUTSTANDING OF AMOUNT OUTSTANDING DEPOSITARY THIS CERTIFICATED OF THIS INTEREST NOTATION MADE BY DATE OF INCOME/ DEPOSITARY CERTIFICATED FOLLOWING SUCH OR ON BEHALF OF DECREASE INTEREST DEPOSITARY INTEREST DECREASE/INCREASE THE DEPOSITARY ------------------ ------------------- -------------------- ------------------- -------------------- ------------------ ------------------- -------------------- ------------------- -------------------- ------------------ ------------------- -------------------- ------------------- -------------------- ------------------ ------------------- -------------------- ------------------- -------------------- ------------------ ------------------- -------------------- ------------------- -------------------- ------------------ ------------------- -------------------- ------------------- -------------------- ------------------ ------------------- -------------------- ------------------- -------------------- ------------------ ------------------- -------------------- ------------------- -------------------- ------------------ ------------------- -------------------- ------------------- -------------------- ------------------ ------------------- -------------------- ------------------- -------------------- ------------------ ------------------- -------------------- ------------------- -------------------- ------------------ ------------------- -------------------- ------------------- -------------------- ------------------ ------------------- -------------------- ------------------- -------------------- ------------------ ------------------- -------------------- ------------------- -------------------- ------------------ ------------------- -------------------- ------------------- -------------------- ------------------ ------------------- -------------------- ------------------- -------------------- ------------------ ------------------- -------------------- ------------------- -------------------- ------------------ ------------------- -------------------- ------------------- -------------------- ------------------ ------------------- -------------------- ------------------- -------------------- C-1 SCHEDULE 8 FORM OF AGENCY AGREEMENT Schedule 8-1 [XXXXXXXX CHANCE LOGO] LIMITED LIABILITY PARTNERSHIP Draft Date: 16 May 2003 Dated 19 May 2003 MARCONI CORPORATION PLC as Issuer, THE INITIAL GUARANTORS NAMED HEREIN as Guarantors, LAW DEBENTURE TRUST COMPANY OF NEW YORK as Trustee for the Guaranteed Senior Secured Notes due 2008 JPMORGAN CHASE BANK as Trustee for the Guaranteed Junior Secured Notes due 2008 - and - THE BANK OF NEW YORK as Paying Agent and Registrar --------------------------------------------------------------------------- AGENCY AGREEMENT relating to Guaranteed Senior Secured Notes due 2008 and Guaranteed Junior Secured Notes due 2008 --------------------------------------------------------------------------- Draft Date: 16 May 2003 CONTENTS

Obligations of the Depositary. the Depositary’s Agents, the Registrar 's Agents and the Company. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the this Deposit Agreement or any Receipt to holders of Receipts other than for its gross negligence or willful misconductthat each of them agrees to use good faith in the performance of such duties as are specifically set forth in this Deposit Agreement. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in with respect of the Preferred to Stock, the Depositary Shares Shares, Receipts or the Receipts which Common Stock that in its opinion may involve it in expense or liability liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary’s Agent, any Registrar 's Agent and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share of Preferred Stock Depositary, its parent, affiliate or for the manner or effect of any such vote, as long as any such action or non-action is in good faith. The Depositary undertakes, subsidiaries and any Registrar shall be required to undertakeDepositary's Agent may own, to perform such duties and only such duties as are specifically set forth in the Deposit Agreementbuy, and no implied covenants sell or obligations shall be read into the Deposit Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents and any Registrar may own and deal in any class of securities of the Company and its affiliates and in ReceiptsReceipts or Depositary Shares or become pecuniarily interested in any transaction in which the Company or its affiliates may be interested or contract with or lend money to or otherwise act as fully or as freely as if it were not the Depositary or the Depositary's Agent hereunder. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates. It is intended that neither the Depositary nor any Depositary's Agent shall be deemed to be an "issuer" of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent are acting only in a ministerial capacity as Depositary for the Stock. The Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary's Agent makes any representation or has any responsibility as to the validity of the Registration Statement pursuant to which the Depositary Shares are registered under the Securities Act, the Stock, the Depositary Shares or the Receipts (except its countersignature thereon), or any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement. Except for the Depositary's certification of registered ownership, the Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a statement of the Company with respect to certain provisions of this Deposit Agreement. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Stock at any time deposited with the Depositary hereunder or of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares or as to any right, title or interest of the record holders of Receipts in and to the Depositary Shares, except that the Depositary hereby represents and warrants as follows: (i) the Depositary has been duly organized and is validly existing and in good standing under the laws of the State of ______________ , with full power, authority and legal right under such law to execute, deliver and carry out the terms of this Deposit Agreement; (ii) this Deposit Agreement has been duly authorized, executed and delivered by the Depositary; and (iii) this Deposit Agreement constitutes a valid and binding obligation of the Depositary, enforceable against the Depositary in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Depositary shall not be accountable for the use or application by the Company of the Depositary Shares or the Receipts or the proceeds thereof.

Obligations of the Depositary. the Depositary’s Agents, the Registrar and the Company. Neither the Depositary nor any Depositary’s Agent nor any Transfer Agent or Registrar nor the Company Company, nor any of their officers, directors, employees or agents, assumes any obligation or shall be subject to any liability under the this Deposit Agreement to holders of Receipts Receipts, other than for its gross negligence negligence, willful misconduct or willful misconductbad faith in the performance of its duties as specifically set forth under this Deposit Agreement. Neither Notwithstanding anything to the Depositary contrary contained herein, neither the Depositary, nor any Depositary’s Agent nor any Transfer Agent or Registrar nor the Company shall be liable for any special, indirect, incidental, consequential, punitive or exemplary damages, including but not limited to, lost profits, even if such person or entity alleged to be liable has knowledge of the possibility of such damages and regardless of the form of action. None of the Depositary, any Depositary’s Agent, any Registrar or Transfer Agent or the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in with respect of to the deposited Preferred Stock, the Depositary Shares or the Receipts which that in its opinion may involve it in loss, expense or liability liability, unless indemnity satisfactory to it against all loss, expense and liability be furnished as often as may be required. Neither None of the Depositary nor Depositary, any Depositary’s Agent nor Agent, any Registrar nor or Transfer Agent or the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from provided by any person presenting Preferred Stock for deposit, deposit or any holder of a Receipt or any other person believed by it in good faith to be competent to give such informationReceipt. The Depositary, any Depositary’s Agent, any Registrar or Transfer Agent and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. In the event the Depositary shall receive conflicting claims, requests or instructions from any holders of Receipts, on the one hand, and the Company, on the other hand, the Depositary shall be entitled to act on such claims, requests or instructions received from the Company, and shall incur no liability and shall be entitled to the full indemnification set forth in Section 5.6 in connection with any action so taken. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share of deposited Preferred Stock or for the manner or effect of any such votevote made, as long as any such action or non-action is in good does not result from bad faith, gross negligence or willful misconduct of the Depositary (which bad faith, gross negligence or willful misconduct must be determined by a final non-appealable order, judgment, decision or ruling of a court of competent jurisdiction). The Depositary undertakes, and any Registrar or Transfer Agent shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the this Deposit Agreement, and no implied covenants or obligations shall be read into the Deposit this Agreement against the Depositary or any RegistrarRegistrar or Transfer Agent. Permissive rights of the Depositary shall not be construed as duties. The Depositary, the its parent, affiliate, or subsidiaries, any Depositary’s Agents Agent, and any Registrar or Transfer Agent may own and own, buy, sell or deal in any class of securities of the Company and its affiliates and in ReceiptsReceipts or Depositary Shares or become pecuniarily interested in any transaction in which the Company or its affiliates may be interested or contract with or lend money to or otherwise act as fully or as freely as if it were not the Depositary or the Depositary’s Agent hereunder. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates.. The Depositary may be or become an affiliate of the Company. It is intended that neither the Depositary nor any Depositary’s Agent shall be deemed to be an “issuer” of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary’s Agent are acting only in a ministerial capacity as Depositary for the deposited Preferred Stock; provided, however, that the Depositary agrees to comply with all tax information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. Neither the Depositary (or its officers, directors, employees, agents or affiliates, other than the Company) nor any Depositary’s Agent makes any representation or has any responsibility as to the validity of the deposited Preferred Stock or any instruments referred to therein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement. In the event the Depositary, the Depositary’s Agent or any Registrar or Transfer Agent believes any ambiguity or uncertainty exists in any notice, instruction, direction, request or other communication, paper or document received by it pursuant to this Deposit Agreement, the Depositary, the Depositary’s Agent, Transfer Agent or Registrar shall promptly notify the Company of the details of such alleged ambiguity or uncertainty, and may, in its reasonable discretion, refrain from taking any action, and the Depositary, the Depositary’s Agent, Transfer Agent or Registrar shall be fully protected and shall incur no liability to any person from refraining from taking such action, absent bad faith, gross negligence or willful misconduct, unless and until (i) the rights of all parties have been fully and finally adjudicated by a court of appropriate jurisdiction or (ii) the Depositary, the Depositary’s Agent, Transfer Agent or Registrar receives written instructions with respect to such matter signed by the Company that eliminates such ambiguity or uncertainty to the satisfaction of the Depositary, the Depositary’s Agent, Transfer Agent or Registrar. Whenever in the performance of its duties under this Deposit Agreement, the Depositary, the Depositary’s Agent, Transfer Agent or Registrar shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking, suffering or omitting to take any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively provided and established by a certificate signed by any one of the President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary or Assistant Secretary of the Company and delivered to the Depositary, the Depositary’s Agent, Transfer Agent or Registrar; and such certificate shall be full and complete authorization and protection to the Depositary, the Depositary’s Agent, Transfer Agent or Registrar and the Depositary, the Depositary’s Agent, Transfer Agent or Registrar shall incur no liability for or in respect of any action taken, suffered or omitted by it under the provisions of this Deposit Agreement in reliance upon such

Obligations of the Depositary. the Depositary’s Agents, the Registrar 's Agents and the Company. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the this Deposit Agreement to holders of Receipts other than for its gross negligence or willful misconductthat each of them agrees to use good faith in the performance of such duties as are specifically set forth in this Deposit Agreement. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be under any obligation to take action hereunder pursuant to instructions of holders of Receipts (except as otherwise expressly provided herein) or to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stock, the Depositary Shares Receipts or the Receipts Depositary Shares, which in its opinion may involve it in expense or liability liability, unless indemnity satisfactory to it against all expense (including reasonable attorneys' fees) and liability be furnished as often as may be required. Except as may otherwise be expressly provided herein, the Depositary shall have no duty to make any determination with respect to the Preferred Stock or the correctness of the amount of any dividend paid on the Preferred Stock. Except as may otherwise be expressly provided herein, the Depositary shall have no duty to inform the holders of Depositary Shares of any rights that such holders may have with respect to the Preferred Stock other than the duty to distribute notices from the Company. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be liable for any action or any failure to act inaction by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary’s Agent, any Registrar and 's Agent or the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction instructions to vote any of the share shares of Preferred Stock or for the manner or effect of any such votevote made, as long as any such action or non-action inaction is in good faith. The Depositary undertakes, and will indemnify the Company against any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit Agreement, and no implied covenants liability which may arise out of acts performed or obligations shall be read into the Deposit Agreement against omitted by the Depositary or any Registrarits agents due to negligence or bad faith. The Depositary, Depositary and the Depositary’s 's Agents and any Registrar may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also be a depositary of the Company and its affiliates for any purpose, may loan money to the Company and its affiliates, may act as trustee, transfer agent or registrar of any of the securities of the Company and its affiliates and may engage in any other business with or for the Company and its affiliates.

Obligations of the Depositary. the Depositary’s 's Agents, the Registrar and the Company. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the The Company assumes any no obligation or and shall be subject to any no liability under the this Deposit Agreement or the Receipts to holders or other persons, except to perform in good faith such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement. Each of the Depositary, the Depositary's Agents and the Registrar assumes no obligation and shall be subject to no liability under this Deposit Agreement or the Receipts to holders or other than for its gross persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence or willful misconductbad faith. Neither the Depositary nor any Depositary’s 's Agent nor any the Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in with respect of the to Preferred StockShares, the Depositary Shares, Receipts or Ordinary Shares or the Receipts which that in its opinion may involve it in expense or liability liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor any the Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Preferred Stock Shares for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary’s 's Agent, any the Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share of Preferred Stock or for the manner or effect of any such vote, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit Agreement, and no implied covenants or obligations shall be read into the Deposit Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents Registrar and any Registrar Depositary's Agent may own and deal in any class of securities of the Company and its affiliates and in ReceiptsReceipts or Depositary Shares. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates. It is intended that neither the Depositary nor any Depositary's Agent shall be deemed to be an "issuer" of the Preferred Shares, the Depositary Shares, the Receipts or the Ordinary Shares issued upon conversion or redemption of the Preferred Shares under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent are acting only in a ministerial capacity as Depositary for the Preferred Shares; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary's Agent makes any representation or has any responsibility as to the validity of the Registration Statement pursuant to which the Depositary Shares are registered under the Securities Act, the Preferred Shares, the Depositary Shares or any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement. The Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a statement of the Company summarizing certain provisions of this Deposit Agreement. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Preferred Shares at any time deposited with the Depositary hereunder or of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares or as to any right, title or interest of the record holders of Receipts in and to the Depositary Shares except that the Depositary hereby represents and warrants as follows: (i) the Depositary has been duly organized and is validly existing and in good standing under the laws of the State of New York, with full power, authority and legal right under such law to execute, deliver and carry out the terms of this Deposit Agreement; (ii) this Deposit Agreement has been duly authorized, executed and delivered by the Depositary; and (iii) this Deposit Agreement constitutes a valid and binding obligation of the Depositary, enforceable against the Depositary in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Depositary shall not be accountable for the use or application by the Company of the Depositary Shares or the Receipts or the proceeds thereof.

Obligations of the Depositary. the Depositary’s 's Agents, ------------------------------------------------------- the Registrar and the Company. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the Deposit Agreement to holders of Receipts other than for its gross negligence or willful misconduct. Neither the Depositary nor any Depositary’s 's ----------------------------- Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in with respect of to the Preferred Stockdeposited PIERS, the Depositary Shares or the Receipts which that in its opinion may involve it in expense or liability unless indemnity satisfactory to it such party against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor the Company assumes any obligation or shall be under any liability under this Deposit Agreement to holders of Receipts other than to use its best judgment and good faith in the performance of such duties as are specifically set forth in this Deposit Agreement. Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company shall be liable to any party hereto for any action or any failure to act by it with respect to this Deposit Agreement in reliance upon the written advice of legal counsel or accountants, or information from provided by any person presenting Preferred Stock PIERS for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s 's Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. In the event the Depositary shall receive conflicting claims, requests or instructions from any holders of Receipts, on the one hand, and the Company, on the other hand, the Depositary shall be entitled to act on such claims, requests or instructions received from the Company, and shall be entitled to the full indemnification set forth in Section 5.6 hereof in connection with any action so taken. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share of Preferred Stock deposited PIERS or for the manner or effect of any such votevote made, as long as any such action or non-action is in good faithfaith and does not result from negligence or willful misconduct of the Depositary. The Depositary undertakes, and shall cause any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the this Deposit Agreement, Agreement using its best efforts and in good faith. The parties hereto acknowledge that no implied covenants or obligations shall be read into the this Deposit Agreement against the Depositary or any Registrar or against the Company with respect to the Depositary and any Registrar. The Depositary will indemnify the Company against any liability that may arise out of acts performed or omitted by the Depositary or any Depositary's Agent due to its or their negligence or bad faith. The Depositary, its parent, affiliates, or subsidiaries, any Depositary's Agent, the Depositary’s Agents Company (to the extent permitted by law) and any Registrar may own and own, buy, sell or deal in any class of securities of the Company and its affiliates and in ReceiptsReceipts or Depositary Shares. The Depositary, its parent, affiliates or subsidiaries, and any Depositary's Agent may become pecuniarily interested in any transaction in which the Company or its affiliates may be interested or contract with or lend money to the Company or its affiliates or otherwise act as fully or as freely as if it were not the Depositary or the Depositary's Agent hereunder. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates. It is intended that neither the Depositary nor any Depositary's Agent shall be deemed to be an "issuer" of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent are acting only in a ministerial capacity as Depositary for the deposited PIERS; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary's Agent makes any representation or has any responsibility as to the validity of the registration statement pursuant to which the Depositary Shares are registered under the Securities Act, the deposited PIERS, the Depositary Shares, the Receipts (except its countersignature thereon) or any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement and for the validity of any action taken or required to be taken by the Depositary in connection with this Deposit Agreement. The Company agrees that it will register the deposited PIERS and the Depositary Shares in accordance with the applicable securities laws.

Obligations of the Depositary. the Depositary’s Agents, the Registrar and the Company. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the The Company assumes any no obligation or and shall be subject to any no liability under the this Deposit Agreement or the Receipts to holders or other persons, except to perform in good faith such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement. Each of the Depositary, the Depositary’s Agents and the Registrar assumes no obligation and shall be subject to no liability under this Deposit Agreement or the Receipts to holders or other than for its gross persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence or willful misconductbad faith. Neither the Depositary nor any Depositary’s Agent nor any the Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in with respect of the Preferred to Stock, the Depositary Shares Shares, Receipts or the Receipts which Common Stock that in its opinion may involve it in expense or liability liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s Agent nor any the Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary’s Agent, any the Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share of Preferred Stock or for the manner or effect of any such vote, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit Agreement, and no implied covenants or obligations shall be read into the Deposit Agreement against the Depositary or any Registrar. The Depositary, the Registrar and any Depositary’s Agents and any Registrar Agent may own and deal in any class of securities of the Company and its affiliates and in ReceiptsReceipts or Depositary Shares. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates. It is intended that neither the Depositary nor any Depositary’s Agent shall be deemed to be an “issuer” of the Stock, the Depositary Shares, the Receipts or the Common Stock issued upon conversion or redemption of the Stock under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary’s Agent are acting only in a ministerial capacity as Depositary for the Stock; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary’s Agent makes any representation or has any responsibility as to the validity of the Registration Statement pursuant to which the Depositary Shares are registered under the Securities Act, the Stock, the Depositary Shares or any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement. The Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a statement of the Company summarizing certain provisions of this Deposit Agreement. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Stock at any time deposited with the Depositary hereunder or of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares or as to any right, title or interest of the record holders of Receipts in and to the Depositary Shares except that the Depositary hereby represents and warrants as follows: (a) the Depositary has been duly organized and is validly existing and in good standing under the laws of the State of ____________, with full power, authority and legal right under such law to execute, deliver and carry out the terms of this Deposit Agreement; (b) this Deposit Agreement has been duly authorized, executed and delivered by the Depositary; and (c) this Deposit Agreement constitutes a valid and binding obligation of the Depositary, enforceable against the Depositary in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Depositary shall not be accountable for the use or application by the Company of the Depositary Shares or the Receipts or the proceeds thereof.

Obligations of the Depositary. the ---------------------------------- Depositary’s 's Agents, the Registrar and the Company. Neither None of -------------------------------------------------- the Depositary nor any Depositary’s Agent nor any Registrar nor , the Company assumes any obligation or shall be subject to any liability under Depositary's Agents and the Deposit Agreement to holders of Receipts other than for its gross negligence or willful misconduct. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company Registrars shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stock, the Depositary Shares or the Receipts which that in its opinion may involve it in expense or liability unless indemnity satisfactory to it such party against all such expense and liability be furnished as often as may be required. Neither None of the Depositary nor any Depositary’s Agent nor any Registrar nor , the Depositary's Agents, the Registrars and the Company assumes any obligation or shall be subject to any liability under this Deposit Agreement to holders of Receipts other than to use its best judgment and good faith in the performance of such duties as are specifically set forth in this Deposit Agreement, nor shall any such person be liable to any party hereto for any action or any failure to act by it with respect to this Deposit Agreement in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Preferred Stock for deposit, deposit or any holder of a Receipt or any other person believed by it in good faith to be competent to give such informationReceipt. The Depositary, any Depositary’s 's Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share of Preferred Stock or for the manner or effect of any such vote, as long as any such action or non-action is in good faith. The Depositary undertakes, and shall cause any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the this Deposit Agreement, Agreement using its best efforts and in good faith. The parties hereto acknowledge that no implied covenants or obligations shall be read into the this Deposit Agreement against the Depositary or any Registrar or against the Company with respect to the Depositary and any Registrar. The Depositary, its affiliates or subsidiaries, the Depositary’s Agents 's Agents, the Registrars and any Registrar the Company (to the extent permitted by law) may own and own, buy, sell or deal in any class of securities of the Company and its affiliates and in ReceiptsReceipts or Depositary Shares. The Depositary, its affiliates or subsidiaries, the Depositary's Agents and the Registrars may become pecuniarily interested in any transaction in which the Company or its affiliates may be interested or contract with or lend money to the Company or its affiliates or otherwise act as fully or as freely as if it were not the Depositary, the Depositary's Agent or the Registrar hereunder. The Depositary may also act as trustee, transfer agent or registrar of any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates. The parties hereto intend that none of the Depositary, the Depositary's Agents and the Registrars, acting as the Depositary Agent or Registrar, as the case may be, shall be deemed to be an "issuer" of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary, the Depositary's Agents and the Registrars are acting only in a ministerial capacity as Depositary or Registrar for the Stock. None of the Depositary (and its officers, directors, employees and agents), the Depositary's Agents and the Registrars makes any representation or has any responsibility as to the validity of the registration statement pursuant to which the Depositary Shares are registered under the Securities Act, the Stock, the Depositary Shares, the Receipts (except its counter signature thereon) or any instruments referred to therein or herein, or as to the correctness of any statement made therein, except as to the number of Depositary Shares represented by such Receipts. The Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a statement of the Company summarizing certain provisions of this Deposit Agreement. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Stock at any time deposited with the Depositary hereunder or of the Depositary Shares or as to the value of the Depositary Shares. The Depositary shall not be accountable for the use or application by the Company of the Depositary Shares or the Receipts or the proceeds thereof.

Obligations of the Depositary. the Depositary’s AgentsTHE DEPOSITARY'S AGENTS, the Registrar and the CompanyTHE REGISTRAR AND THE COMPANY. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the this Deposit Agreement to holders of Receipts other than for its gross negligence negligence, willful misconduct or willful misconductbad faith. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stock, the Depositary Shares or the Receipts which that in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s 's Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share shares of Preferred Stock or for the manner or effect of any such votevote made, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the this Deposit Agreement, and no implied covenants or obligations shall be read into the this Deposit Agreement against the Depositary or any Registrar. The Depositary will indemnify the Company and hold it harmless from any loss, liability or expense (including the reasonable costs and expenses of defending itself) that may arise out of acts performed or omitted by the Depositary or the Depositary's Agents in connection with this Deposit Agreement due to its or their negligence, willful misconduct or bad faith. The indemnification obligations of the Depositary set forth in this Section 5.03 shall survive any termination of this Deposit Agreement and any succession of any Depositary. The Depositary, the Depositary’s Agents 's Agents, and any Registrar may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates.

Obligations of the Depositary. the Depositary’s AgentsTHE DEPOSITARY'S AGENTS, the Registrar and the CompanyANY REGISTRAR AND THE COMPANY. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the this Deposit Agreement to holders of Receipts Depositary Shares other than for its gross negligence or willful misconduct. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred StockShares, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Preferred Stock Shares for deposit, any holder of a Receipt Depositary Share or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s 's Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share of Preferred Stock Shares or for the manner or effect of any such vote, as long as any such action or non-action is in good faith. The Depositary undertakes, undertakes and shall cause any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the this Deposit Agreement, Agreement using its reasonable best efforts and in good faith. The parties hereto acknowledge that no implied covenants or obligations shall be read into the this Deposit Agreement against the Depositary or any Registrar. The Depositary will indemnify the Company against any liability which may arise out of acts performed or omitted by the Depositary or its agents due to its or their gross negligence or bad faith. The Depositary, the any Depositary’s Agents and 's Agents, any Registrar and the Company may own and deal in any class of securities of the Company and its affiliates and in ReceiptsDepositary Shares. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates.

Obligations of the Depositary. THE DEPOSITARY'S AGENTS, THE REGISTRAR AND THE COMPANY. None of the Depositary’s Agents, the Registrar and the Company. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor or the Company assumes any obligation or shall be subject to any liability under the this Deposit Agreement to holders Record Holders of Receipts other than for its gross negligence negligence, willful misconduct or willful misconductbad faith. Neither None of the Depositary nor Depositary, any Depositary’s 's Agent nor any Registrar nor or the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stock, the Common Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither None of the Depositary nor Depositary, any Depositary’s 's Agent nor any Registrar nor or the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Preferred Stock for deposit, any holder Record Holder of a Receipt or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s 's Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share shares of Preferred Stock or for the manner or effect of any such votevote made, as long as any such action or non-action is in good faithfaith or in accordance with the Deposit Agreement. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the this Deposit Agreement, and no implied covenants or obligations shall be read into the this Deposit Agreement against the Depositary or any Registrar. The Depositary, Depositary and the Depositary’s 's Agents and any Registrar may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates. It is intended that neither the Depositary nor any Depositary's Agent shall be deemed to be an "issuer" of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent are acting only in a ministerial capacity as depositary for the Preferred Stock. None of the Depositary (or its officers, directors, employees or agents), any Depositary's Agent or the Registrar makes any representation or has any responsibility as to the validity of the shelf registration statement pursuant to which the Depositary Shares will be registered under the Securities Act, the Preferred Stock, the Depositary Shares or the Receipts (except its countersignature thereon), or any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement. The Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a statement of the Company summarizing certain provisions of this Deposit Agreement. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Preferred Stock at any time deposited with the Depositary hereunder or of the Depositary Shares or the Receipts, as to the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares or as to any right, title or interest of the Record Holders of Receipts in and to the Depositary Shares, except that the Depositary hereby represents and warrants as follows: (i) the Depositary has been duly organized and is validly existing and in good standing under the laws of the United States, with full power, authority and legal right under such law to execute, deliver and carry out the terms of this Deposit Agreement; (ii) this Deposit Agreement has been duly authorized, executed and delivered by the Depositary; and (iii) this Deposit Agreement constitutes a valid and binding obligation of the Depositary, enforceable against the Depositary in accordance with its terms.

Obligations of the Depositary. the Depositary’s Agents, the Registrar Custodian and the Company. Neither The obligations of the Company and the Depositary nor any Depositary’s Agent nor any Registrar nor and their respective agents under this Deposit Agreement are expressly limited to performing their respective duties specified herein in good faith and using their reasonable judgment. Each of the Company Depositary and its agents assumes any no obligation or and shall be subject to any no liability under the this Deposit Agreement or the Receipts to holders of Receipts Holders or other than for its gross persons, except to perform such obligations as are specifically set forth and undertaken by it in this Deposit Agreement without negligence and in good faith. The Depositary and the Company undertake to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or willful misconduct. Neither obligations shall be read into this Deposit Agreement against the Depositary nor any Depositary’s Agent nor any Registrar nor or the Company or their respective agents. Without limitation of the preceding, none of the Depositary, its Affiliates nor its agents or the Company, its Affiliates or its agents shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Preferred StockReceipts, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability liability, unless an indemnity satisfactory to it in its sole discretion against all expense (including fees and disbursements of counsel) and liability shall be furnished as often as may be required, and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the Custodian being responsible solely to the Depositary. Neither the Depositary Depositary, its Affiliates, nor any Depositary’s Agent its agents, or the Company, its Affiliates, nor any Registrar nor the Company its agents shall be liable for any action or any failure to act inaction by it or them in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Preferred Stock Eligible Securities for deposit, any holder of a Receipt Holder or any other person believed by it or them in good faith to be competent to give such advice or information. The Each of the Depositary, any Depositary’s Agent, any Registrar its Affiliates and its agents and the Company Company, its Affiliates and its agents may each rely and shall each be protected in from acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents shall not be responsible liable for any failure to carry out any instruction instructions to vote any of the share of Preferred Stock Deposited Securities, or for the manner in which any vote is cast or the effect of any such vote, as long as or for the failure of the Company to exchange any Certificate of Payment into any Scripless Shares represented by the Master Certificate or any Master Certificate into Shares in physical certificated form, provided that any such action or non-action omission is in good faithfaith and in accordance with the terms of this Deposit Agreement. The Depositary undertakesshall not be obligated in any way to monitor or enforce the obligations of the Company, and including, without limitation, in respect of any Registrar shall be required to undertakeCertificate of Payment, to perform the conversion of such duties and only such duties as are specifically set forth in Certificate of Payment into any Scripless Shares represented by the Deposit Agreement, and no implied covenants or obligations shall be read into the Deposit Agreement against the Depositary Master Certificate or any Registrar. The Depositary, the Depositary’s Agents and any Registrar may own and deal Master Certificate into Shares in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliatesphysical certificated form.

Obligations of the Depositary. the Depositary’s Agents, the Registrar and the Company. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the this Deposit Agreement to holders of Receipts Receipts, the Company or any other Person other than for its own gross negligence or willful misconductmisconduct (each as determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction). Neither Notwithstanding anything to the Depositary contrary contained herein, neither the Depositary, nor any Depositary’s Agent nor any Registrar nor shall be liable for any special, indirect, incidental, consequential, punitive or exemplary losses or damages of any kind whatsoever, to any Person, including, but not limited to, lost profits, even if such Person alleged to be liable has knowledge of the possibility of such damages or has been advised of the likelihood of such loss or damage and regardless of the form of action. Any liability of the Depositary, any Depositary’ s Agent or any Registrar under this Deposit Agreement shall be limited to the amount of annual fees paid by the Company to such Person. None of the Depositary, any Depositary’s Agent, the Registrar or the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in with respect to the shares of the Preferred Stock, the Depositary Shares or the Receipts which that in its opinion may involve it in expense or liability liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be liable to any party hereto for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person Person presenting Preferred shares of Stock for deposit, deposit or any holder of a Receipt or any other person believed by it in good faith to be competent to give such informationReceipt. The Depositary, any Depositary’s Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or partiesparties specified in this Deposit Agreement. In the event the Depositary shall receive conflicting claims, requests or instructions from any holders of Receipts, on the one hand, and the Company, on the other hand, the Depositary shall be entitled to act on such claims, requests or instructions received from the Company, and shall incur no liability and shall be entitled to the full indemnification set forth in Section 5.06 in connection with any action so taken. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share of Preferred Stock or for the manner or effect of any such votevote made, as long as any such action or non-action is in good faithdoes not result from gross negligence or willful misconduct on the part of the Depositary (each as determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction). The Depositary undertakes, undertakes and shall cause any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the this Deposit Agreement, and no implied covenants or obligations shall be read into the this Deposit Agreement against the Depositary, any Depositary’s Agent, any Registrar or against the Company with respect to the Depositary or and any Registrar. The Depositary, the any Depositary’s Agents and Agent, any Registrar and the Company may own and deal in any class of securities of the Company and its affiliates and in Receipts, Depositary Shares or shares of the Stock or become pecuniarily interested in any transaction in which the Company or its affiliates may be interested or contract with or lend money to or otherwise act as fully or as freely as if it were not the Depositary, a Depositary’s Agent or the Registrar hereunder. The Depositary Depositary, any Depositary’s Agent or the Transfer Agent may also act as transfer agent or registrar of any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates.. It is intended that neither the Depositary nor any Depositary’s Agent shall be deemed to be an “issuer” of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary’s Agent are acting only in a ministerial capacity as Depositary for the shares of Stock; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. Neither the Depositary (or its officers, directors, employees, agents or affiliates) nor any Depositary’s Agent makes any representation or has any responsibility as to the validity of the registration statement pursuant to which the Depositary Shares are registered under the Securities Act, the shares of Stock, the Depositary Shares, the Receipts (except its countersignature thereon) or any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement. In the event the Depositary, any Depositary’s Agent or the Registrar believes any ambiguity or uncertainty exists in any notice, instruction, direction, request or other communication, paper or document received by it pursuant to this Deposit Agreement, such Person shall promptly notify the Company of the details of such alleged ambiguity or uncertainty, and may, in its sole discretion, refrain from taking any action, and such Person shall be fully protected and shall incur no liability to any Person from refraining from or for taking such action, absent gross negligence or willful misconduct (each as determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction), unless and until (i) the rights of all parties have been fully and finally adjudicated by a court of appropriate jurisdiction or (ii) such Person receives written instructions with respect to such matter signed by the Company that eliminates such ambiguity or uncertainty to the satisfaction of such Person. Whenever in the performance of its duties under this Deposit Agreement, the Depositary, any Depositary’s Agent or the Registrar shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking, suffering or omitting to take any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively provided and established by a certificate signed by any one of the President, any Vice President, the Treasurer or the Secretary of the Company and delivered to the Depositary, any Depositary’s Agent or the Registrar; and such certificate shall be full and complete authorization and protection to the Depositary, any Depositary’s Agent or the Registrar and the Depositary, any Depositary’s Agent or the Registrar shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it under the provisions of this Deposit Agreement in reliance upon such certificate. The Depositary, any Depositary’s Agent or the Registrar shall not be liable for or by reason of any of the statements of fact or recitals contained in this Deposit Agreement or in the Receipts (except its countersignature thereof) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. Neither the Depositary, nor any Depositary’s Agent nor the Registrar will be under any duty or responsibility to ensure compliance with any applicable federal or state securities laws in connection with the issuance, transfer or exchange of the Receipts, the shares of Stock or the Depositary Shares. Notwithstanding anything herein to the contrary, no amendment to the Certificate of Designations shall affect the rights, duties, obligations or immunities of the Depositary, any Depositary’s Agent or the Registrar hereunder. The Depositary and the Registrar hereunder:

Obligations of the Depositary. the Depositary’s 's Agents, the Registrar and the Company. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the The Company assumes any no obligation or and shall be subject to any no liability under the this Deposit Agreement or the Receipts to holders or other persons, except to perform its obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence or bad faith. Each of the Depositary, the Depositary's Agents and the Registrar assumes no obligation and shall be subject to no liability under this Deposit Agreement or the Receipts to holders or other than for its gross persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence or willful misconduct. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary’s 's Agent, any the Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share of Preferred Stock or for the manner or effect of any such vote, as long as any such action or non-action is in good faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit Agreement, and no implied covenants or obligations shall be read into the Deposit Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents Registrar and any Registrar Depositary's Agent may own and deal in any class of securities of the Company and its affiliates and in ReceiptsReceipts or Depositary Shares. The Depositary may also act as transfer agent or registrar Registrar of any of the securities of the Company and its affiliates.. It is intended that neither the Depositary nor any Depositary's Agent nor the Registrar shall be deemed to be an "issuer" of the Stock, the Depositary Shares, or the Receipts or other securities issued upon conversion, exchange or redemption of the Stock under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent and the Registrar are acting only in a ministerial capacity; provided, however, that the Depositary and any Depositary's Agent agree to comply with all information reporting and withholding requirements applicable to each of them under law or this Deposit Agreement in their capacity as such. Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary's Agent nor the Registrar makes any representation or has any responsibility as to the validity of the registration statement pursuant to which the Depositary Shares are registered under the Securities Act, the Stock, the Depositary Shares or any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement. The Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a statement of the Company summarizing certain provisions of this Deposit Agreement. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Stock at any time deposited with the Depositary hereunder or of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares or as to any right, title or interest of the record holders of Receipts in and to the Depositary Shares except that the Depositary hereby represents and warrants as follows: (i) the Depositary has been duly organized and is validly existing and in good standing under the laws of the State of New York, with full power, authority and legal right under such law to execute, deliver and carry out the terms of this Deposit Agreement;

Obligations of the Depositary. the Depositary’s 's Agents, the Registrar and the Company. Neither the Depositary nor any Depositary’s 's Agent nor any Registrar nor the Company assumes any obligation or shall be subject to any liability under the Deposit Agreement to holders of Receipts other than for its gross negligence or willful misconduct. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stock, the Depositary Shares or the Receipts which that in its opinion may involve it in expense or liability unless indemnity satisfactory to it such party against all such expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s 's Agent nor the Company assumes any obligation or shall be subject to any liability under this Deposit Agreement to holders of Receipts other than to use its best judgment and good faith in the performance of such duties as are specifically set forth in this Deposit Agreement. Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company shall be liable to any party hereto for any action or any failure to act by it with respect to this Deposit Agreement in reliance upon the written advice of legal counsel or accountants, accountants or information from any person presenting Preferred Stock for deposit, deposit or any holder of a Receipt or any other person believed by it in good faith to be competent to give such informationReceipt. The Depositary, any Depositary’s 's Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share of Preferred Stock or for the manner or effect of any such vote, as long as any such action or non-action is in good faith. The Depositary undertakes, and shall cause any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the this Deposit Agreement, Agreement using its best efforts and in good faith. The parties hereto acknowledge that no implied covenants or obligations shall be read into the this Deposit Agreement against the Depositary or any Registrar or against the Company with respect to the Depositary and any Registrar. The Depositary, its parent, affiliates, or subsidiaries, any Depositary's Agent and the Depositary’s Agents and any Registrar Company (to the extent permitted by law) may own and own, buy, sell or deal in any class of securities of the Company and its affiliates and in ReceiptsReceipts or Depositary Shares. The Depositary, its parent, affiliates, or subsidiaries, and any Depositary's Agent may become pecuniarily interested in any transaction in which the Company or its affiliates may be interested or contract with or lend money to the Company or its affiliates or otherwise act as fully or as freely as if it were not the Depositary or the Depositary's Agent hereunder. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates. Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary's Agent makes any representation or has any responsibility as to the validity of the Registration Statement pursuant to which the Depositary Shares are registered under the Securities Act, the Stock, the Depositary Shares, the Receipts (except its counter signature thereon) or any instruments referred to therein or herein, or as to the correctness of any statement made therein except the number of Depositary Shares represented by such Receipts.

Obligations of the Depositary. the Depositary’s 's Agents, ------------------------------------------------------- the Registrar and the Company. Neither None of the Depositary nor Depositary, any Depositary’s 's Agent nor any Registrar nor ----------------------------- or the Company assumes any obligation or shall be subject to any liability under the this Deposit Agreement to holders Record Holders of Receipts other than for its gross negligence negligence, willful misconduct or willful misconductbad faith. Neither None of the Depositary nor Depositary, any Depositary’s 's Agent nor any Registrar nor or the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stock, the Common Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither None of the Depositary nor Depositary, any Depositary’s 's Agent nor any Registrar nor or the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Preferred Stock for deposit, any holder Record Holder of a Receipt or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s 's Agent, any Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share shares of Preferred Stock or for the manner or effect of any such votevote made, as long as any such action or non-action is in good faithfaith or in accordance with the Deposit Agreement. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the this Deposit Agreement, and no implied covenants or obligations shall be read into the this Deposit Agreement against the Depositary or any Registrar. The Depositary, Depositary and the Depositary’s 's Agents and any Registrar may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates. It is intended that neither the Depositary nor any Depositary's Agent shall be deemed to be an "issuer" of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent are acting only in a ministerial capacity as depositary for the Stock. None of the Depositary (or its officers, directors, employees or agents), any Depositary's Agent or the Registrar makes any representation or has any responsibility as to the validity of the shelf registration statement pursuant to which the Depositary Shares are registered under the Securities Act, the Stock, the Depositary Shares or the Receipts (except its countersignature thereon), or any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement. The Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a statement of the Company summarizing certain provisions of this Deposit Agreement. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Stock at any time deposited with the Depositary hereunder or of the Depositary Shares or the Receipts, as to the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares or as to any right, title or interest of the Record Holders of Receipts in and to the Depositary Shares, except that the Depositary hereby represents and warrants as follows: (i) the Depositary has been duly organized and is validly existing and in good standing under the laws of the State of New York, with full power, authority and legal right under such law to execute, deliver and carry out the terms of this Deposit Agreement; (ii) this Deposit Agreement has been duly authorized, executed and delivered by the Depositary; and (iii) this Deposit Agreement constitutes a valid and binding obligation of the Depositary, enforceable against the Depositary in accordance with its terms.

Obligations of the Depositary. the Depositary’s Agents, the Registrar and the CompanyCorporation. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company Corporation assumes any obligation or shall be subject to any liability under the this Deposit Agreement to holders Holders of Receipts other than for its gross negligence negligence, willful misconduct or willful misconductbad faith. Notwithstanding anything in this Agreement to the contrary, neither the Depositary, nor the Depositary’s Agent nor any Registrar nor the Corporation shall be liable in any event for special, punitive, incidental, indirect or consequential losses or damages of any kind whatsoever (including but not limited to lost profits). Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company Corporation shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Series O Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Company Corporation shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Series O Preferred Stock for deposit, any holder Holder of a Receipt or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary’s Agent, any Registrar and the Company Corporation may each rely and shall each be protected in acting upon or omitting to act upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the share shares of Series O Preferred Stock or for the manner or effect of any such votevote made, as long as any such action or non-action is not taken in good bad faith. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in the Deposit this Agreement, and no implied covenants or obligations shall be read into the Deposit this Agreement against the Depositary or any Registrar. The Depositary, the Depositary’s Agents Agents, and any Registrar may own and deal in any class of securities of the Company Corporation and its affiliates and in Receipts. The Depositary may also act as transfer agent or registrar of any of the securities of the Company Corporation and its affiliates. The Depositary shall not be under any liability for interest on any monies at any time received by it pursuant to any of the provisions of this Agreement or of the Receipts, the Depositary Shares or the Series O Preferred Stock nor shall it be obligated to segregate such monies from other monies held by it, except as required by law. The Depositary shall not be responsible for advancing funds on behalf of the Corporation and shall have no duty or obligation to make any payments if it has not timely received sufficient funds to make timely payments. In the event the Depositary believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Depositary hereunder, or in the administration of any of the provisions of this Agreement, the Depositary shall deem it necessary or desirable that a matter be proved or established prior to taking, omitting or suffering to take any action hereunder, the Depositary may, in its sole discretion upon written notice to the Corporation, refrain from taking any action and shall be fully protected and shall not be liable in any way to the Corporation, any Holders of Receipts or any other person or entity for refraining from taking such action, unless the Depositary receives written instructions or a certificate signed by the Corporation which eliminates such ambiguity or uncertainty to the satisfaction of the Depositary or which proves or establishes the applicable matter to the satisfaction of the Depositary.