Common use of Obligations of the Depositary Clause in Contracts

Obligations of the Depositary. the Custodian and the Issuer. ----------------------------------------------------------- The Issuer assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or holders of Receipts, except that it agrees to perform its obligations set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owners (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. Neither the Depositary nor the Issuer shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Issuer shall be liable for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or effect of any such vote, provided that any such action or nonaction is in good faith and not as a result of Depositary's negligence. The Depositary may own and deal in any class of securities of the Issuer and its affiliates and in Receipts. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. the Custodian Depositary's Agents, the ----------------------------------------------------------- Registrar and the IssuerCompany. ----------------------------------------------------------- The Issuer assumes no obligation Company and the Depositary will each use good ------------------------- faith in the performance of such duties as are specifically set forth in this Agreement. Neither the Depositary nor any Depositary's Agent nor any Registrar, nor the Company shall it be subject to any liability under this Deposit Agreement to Owners or holders of Receipts, except that it agrees to perform Depositary Shares other than for its obligations set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owners (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 faithwillful misconduct. Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Issuer Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities the Cumulative Preferred Stock, the Depositary Shares or in respect of the Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability 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 Depositaryrequested by them. Neither the Depositary nor any Depositary's Agent nor any Registrar, nor the Issuer Company shall be liable for any action or nonaction failure to act by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner, holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary's Agent, the Registrar, and the Company may rely 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 specified in this Deposit Agreement. In the event the Depositary shall receive conflicting claims, requests or instructions from any holders of Depositary Shares, on the one hand, and the Company, on the other hand, the Depositary shall be entitled to act on such claims, requests or instructions received from the Company, and shall be entitled to the full indemnification set forth in Section 4.06 hereof in connection with any action so taken. The Depository shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, shares of Cumulative Preferred Stock or for the manner in which any such vote is cast or effect of any such votevote made, provided that as long as any such action or nonaction failure to act is in good faith and does not as a result from negligence or willful misconduct of the Depositary's negligence. The Depositary undertakes and shall cause any Registrar to undertake to perform such duties and only such duties as are specifically set forth in this Deposit Agreement and no implied covenants or obligations shall be read into this Deposit Agreement against the Depositary or any Registrar. The Depositary and the Depositary's Agents may own and deal in any class of securities of the Issuer Company and its affiliates affiliates. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and in Receipts. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreementits affiliates.

Obligations of the Depositary. the Custodian and the IssuerCompany. ----------------------------------------------------------- The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or holders Holders of Receipts, except that it agrees to perform use its best judgment and good faith in the performance of its obligations set forth in this Deposit Agreement without negligence or bad faithAgreement. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owners Holders of Receipts (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except other than that it agrees to perform use its obligations best judgment and good faith in the performance of such duties as are specifically set forth in this Deposit Agreement without negligence or bad faithAgreement. Neither the Depositary nor the Issuer 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 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, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or nonaction non-action by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any OwnerHolder of a Receipt, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or effect of any such vote, provided that any such action or nonaction non-action is in good faith and not as a result of Depositary's negligencefaith. The Depositary may own and deal in any class of securities of the Issuer Company and its affiliates and in Receipts. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. the Custodian and the Issuer. ----------------------------------------------------------- Company The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or holders of ReceiptsBeneficial Owners, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owners Owner or Beneficial Owner (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. Neither the Depositary nor the Issuer 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 Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner, Owner or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in 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 instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction is in good faith and not as a result of Depositary's negligence. The Depositary may own and deal in any class of securities of the Issuer and its affiliates and in Receiptsfaith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. the Custodian and the IssuerCompany. ----------------------------------------------------------- The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or holders of ReceiptsHolders, except that it agrees to perform its such obligations as are specifically set forth in this Deposit Agreement without gross negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owners (including, without limitation, liability with respect to the validity or worth of the Deposited Securities)Holders, except that it agrees to perform its such obligations as are specifically set forth in this Deposit Agreement without gross negligence or bad faith. The Depositary undertakes not to issue any Receipt of any Series other than to evidence American Depositary Shares of the corresponding Series representing Deposited Securities of such Series then on deposit with the Custodian. The Depositary also undertakes not to sell (except as expressly provided herein), pledge or lend Deposited Securities of any Series held by it as Depositary. Neither the Depositary nor the Issuer 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 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, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or nonaction non-action by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any OwnerHolder, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or for the effect of any such vote, provided that any such action or nonaction non-action is in good faith and not as a result of Depositary's negligencefaith. The Depositary may own and deal in any class of securities of the Issuer Company and its affiliates and in Receipts. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. the Custodian and the Issuer. ----------------------------------------------------------- The Issuer assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or holders of Receipts, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owners Owner or holder 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. Neither the Depositary nor the Issuer shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts, which in its respective opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Issuer shall be liable for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner, Owner or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in 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 instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction is in good faith and not as a result of Depositary's negligence. The Depositary may own and deal in any class of securities of the Issuer and its affiliates and in Receiptsfaith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. the Custodian and the Issuer. ----------------------------------------------------------- The Issuer assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners any Owner or holders holder of Receiptsany Receipt, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faithand to act in good faith in the performance of such duties. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owners Owner or holder 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 faithand to act in good faith in the performance of such duties. Neither the Depositary nor the Issuer shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities Security or in respect of the Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Issuer shall be liable for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner, Owner or any other person believed by it in good faith to be competent to give such advice or informationinformation including, but not limited to, any 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 shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction is in good faith and not as a result of Depositary's negligence. The Depositary may own and deal in any class of securities of the Issuer and its affiliates and in Receiptsfaith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. the Custodian Depositary's Agents, the Registrar and the IssuerCompany. ----------------------------------------------------------- The Issuer Each of the Depositary, any Depositary's Agent and any Registrar shall at all times act in good faith and shall use its best efforts within reasonable time limits to insure the accuracy of all services performed pursuant to this Deposit Agreement. None of the Depositary, any Depositary's Agent, any Registrar or the Company assumes no any obligation nor or shall it be subject to any liability under this Deposit Agreement or any Receipt to Owners or holders of ReceiptsReceipts other than from acts or omissions arising out of conduct constituting bad faith, except that it agrees to perform its obligations set forth in this Deposit Agreement without negligence, gross negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owners (including, without limitation, liability with respect to willful misconduct in the validity or worth performance of the Deposited Securities), except that it agrees to perform its obligations such duties as are specifically set forth in this Deposit Agreement without negligence Agreement. None of the Depositary, any Depositary's Agent, any Registrar or bad faith. Neither the Depositary nor the Issuer Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in with respect of any Deposited Securities to the deposited Preferred Shares, Depositary Shares or in respect of the Receipts, which Receipts that in its reasonable opinion may involve it in expense or liability, unless indemnity reasonably satisfactory to it against all expense and liability be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility . None of the Custodian being solely to Depositary, any Depositary's Agent, any Registrar or the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or nonaction any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, provided by any person presenting Preferred Shares for deposit, any Owner, 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 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 instructions instruction to vote any of the Deposited Securities, deposited Preferred Shares or for the manner in which any such vote is cast or effect of any such votevote made, provided that as long as any such action or nonaction non-action is in good faith and does not as a result from negligence or willful misconduct of the Depositary's negligence. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Agreement against the Depositary or any Registrar. The Depositary, its parent, affiliate, or subsidiaries, any Depositary's Agent, and any Registrar may own and own, buy, sell or deal in any class of securities of the Issuer 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. No disclaimer The Depositary may also act as transfer agent or registrar of liability any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates. It is intended that neither the Depositary nor any Depositary's Agent shall be deemed to be an "issuer" of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent are acting only in a ministerial capacity as Depositary for the deposited Preferred Shares; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. Neither the Depositary (or 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 Act, the deposited Preferred Shares, the Depositary Shares, the Receipts (except its countersignature thereon) or any instruments referred to therein or herein, or as to the correctness of 1933 any statement made therein or herein; provided, however, that the Depositary is intended responsible for its representations in this Deposit Agreement and for the validity of any action taken or required to be taken by any provision of the Depositary in connection with this Deposit Agreement. The Company represents that it has registered the deposited Preferred Shares and the Depositary Shares for sale in accordance with applicable securities laws.

Obligations of the Depositary. the Custodian and the IssuerCompany. ----------------------------------------------------------- The Issuer Each of the Company and its agents assumes no obligation nor and shall it be subject to any no liability under this Deposit Agreement or the Receipts to Owners Holders or holders of Receiptsother persons, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Each of the Depositary and its agents assumes no obligation nor and shall it be subject to any no liability under this Deposit Agreement or the Receipts to any Owners Holders or other persons (including, 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. Neither The Depositary shall not be subject to any liability with respect to the Depositary validity or worth of the Deposited Securities. Without limitation of the foregoing, neither the Depositary, nor any of its agents, nor the Issuer Company 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 Receipts, which in its opinion may involve it in expense or 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, required (and the no Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Issuer shall be ), or (b) liable for any action or nonaction inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any OwnerHolder, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, its agents, the Custodian and the Company may rely and shall be protected in acting upon any written notice, 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 for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction omission is in good faith and not as a result of Depositary's negligence. The Depositary may own and deal in any class of securities of the Issuer and its affiliates and in Receiptsfaith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. the Custodian and the IssuerCompany. ----------------------------------------------------------- The Issuer Company assumes no obligation nor shall it the Company be subject to any liability under this Deposit Agreement to Owners Holders or holders of ReceiptsBeneficial Owners, except that it the Company agrees to perform act in good faith and without negligence in the performance of its obligations set forth in this Deposit Agreement without negligence or bad faithAgreement. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Holders or Beneficial Owners (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to act in good faith and without negligence in the performance of its duties set forth in this Agreement. The legal relationship created between the Depositary and the Holders and the Beneficial Owners is not a trust and the Depositary will not be acting as a trustee for the Holders or the Beneficial Owners. The Depositary and the Company undertake to perform its obligations such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Agreement without negligence against the Depositary or bad faiththe Company. Neither the Depositary nor the Issuer 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 ReceiptsInternational GDRs, 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, and the no Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or nonaction inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder or Beneficial Owner, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or effect of any such vote, provided that any such action or nonaction is in good faith and not as a result of Depositary's negligence. The Depositary may own and deal in any class of securities of the Issuer and its affiliates agents and the Company and its agents may rely and shall be protected in Receipts. No disclaimer of liability under 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 Securities Act of 1933 is intended by any provision of this Deposit Agreementproper party or parties.

Obligations of the Depositary. the Custodian and the IssuerCompany. ----------------------------------------------------------- The Issuer assumes no Neither the Company, nor its officers, employees and agents assume any obligation nor shall it or any of them be subject to any liability under this Deposit Agreement to Owners or holders of ReceiptsBeneficial Owners, except that it the Company agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no Neither the Depositary, nor its officers, employees and agents assume any obligation nor shall it or any of them be subject to any liability under this Deposit Agreement to any Owners Owner or Beneficial Owner (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it the Depositary agrees to perform its obligations specifically set forth in, and in accordance with the terms of, this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer 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 Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner, Owner or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in 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 and in accordance with the terms of this Deposit Agreement while it acted as Depositary. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction is in good is, without negligence or bad faith and not as a result in accordance with the terms of Depositary's negligence. The Depositary may own and deal in any class of securities of the Issuer and its affiliates and in Receiptsthis Deposit Agreement. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. the Custodian and the Issuer. ----------------------------------------------------------- The Issuer assumes and its directors, employees, agents and controlling persons (as defined under the Securities Act of 1933) assume no obligation nor shall it they be subject to any liability under this Deposit Agreement to Owners or holders of ReceiptsHolders, except that it the Issuer agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes and its directors, employees, agents and controlling persons (as defined under the Securities Act of 1933) assume no obligation nor shall it they be subject to any liability under this Deposit Agreement to any Owners Owner or Holder (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it the Depositary agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer nor any of their directors, employees, agents and controlling persons (as defined under the 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 Receipts, which in its opinion their opinions may involve it them in expense or 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 the Issuer nor any of their directors, employees, agents and controlling persons (as defined under the Securities Act of 1933) shall be liable for any action or nonaction by it them in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner, Owner or any other person believed by it in good faith to be competent to give such advice or information. Each of the Depositary, the Issuer and their respective directors, employees, agents and controlling persons (as defined under the Securities Act of 1933) may rely and shall be protected in acting upon any written notice, request, direction or other document believed by 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 instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction omission to act is in good faith and not as a result of Depositary's negligence. The Depositary may own and deal in any class of securities of the Issuer and its affiliates and in Receiptsfaith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. the Custodian and the IssuerCompany. ----------------------------------------------------------- The Issuer assumes no None of the Company, its directors, officers, employees, agents or affiliates assume any obligation nor shall it they be subject to any liability under this Deposit Agreement to Owners or holders of Receipts, except that it the Company agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no None of the Depositary, its directors, officers, employees, agents or affiliates assume any obligation nor shall it they be subject to any liability under this Deposit Agreement to any Owners Owner or holder of any Receipt (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it the Depositary agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither None of the Depositary nor nor, the Issuer Company or any of their directors, officers, 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 Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither None of the Depositary nor Depositary, the Issuer Company or any of their directors, officers, employees, agents or affiliates shall be liable for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner, Owner or any other person believed by it in good faith to be competent to give such advice or information. , including but not limited to any 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. Neither the Company nor the Depositary shall be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction is in good faith and not as a result of Depositary's negligence. The Depositary may own and deal in any class of securities of the Issuer and its affiliates and in Receiptsfaith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. the Custodian and the IssuerCompany. ----------------------------------------------------------- The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners Holders or holders of Receiptsother persons, except that it agrees has agreed with the Depositary to perform act in good faith and use reasonable judgment in the performance of its obligations set forth in this Deposit Agreement without negligence or bad faiththe Company Agreement. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owners Holders or other persons (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform act in good faith and use reasonable judgment in the performance of its obligations set forth in this Deposit Agreement. The Depositary undertakes 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 without negligence against the Depositary or bad faiththe Company. Neither the Depositary nor the Issuer 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 ReceiptsGDRs, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability be furnished as often as may be required, and the no Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being responsible solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or nonaction inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any OwnerHolder, or any other person believed by it in good faith to be competent to give such advice or information. The Each of the Depositary, its agents and the Company and its agents may rely and shall 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. Subject to the provisions of this Section 5.03, the Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or for the effect of any such vote, provided . It is intended that neither the Depositary nor any such action or nonaction is in good faith and not as a result of Depositary's negligence. The Depositary may own and deal in any class of securities agent of the Issuer Depositary shall be deemed to be an "issuer" of the securities under the federal securities laws or applicable state securities laws of the United States or any other jurisdiction, it being expressly understood and agreed that the Depositary and its affiliates and agents are acting only in Receipts. No disclaimer of liability under a ministerial capacity as Depositary for the Securities Act of 1933 is intended by any provision of this Deposit AgreementShares.

Obligations of the Depositary. the Custodian and the IssuerCompany. ----------------------------------------------------------- The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or holders of Receipts, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owners Owner or holder 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. Neither the Depositary nor the Issuer 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 Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner, Owner or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in 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 instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction is in good faith and not as a result of Depositary's negligencefaith. The Depositary may own shall comply with all applicable federal and deal state securities laws in any class connection with the offer and sale of securities of the Issuer and its affiliates and in Receipts. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. the Custodian and the IssuerCompany. ----------------------------------------------------------- The Issuer Company assumes no obligation nor shall is it be subject to any liability under this the Deposit Agreement to Owners Holders or holders of Receiptsother persons, except that it agrees has agreed with the Depositary to perform act in good faith and use reasonable judgment in the performance of its obligations set forth in this Deposit Agreement without negligence or bad faiththe Company Agreement. The Depositary assumes no obligation nor shall is it be subject to any liability under this the Deposit Agreement to any Owners Holders or other persons (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees has agreed to act in good faith and use reasonable judgment in the performance of its obligations set forth in the Deposit Agreement. The Depositary has undertaken in the Deposit Agreement to perform its obligations such duties and only such duties as are specifically set forth in this therein, and no implied covenants or obligations shall be read into the Deposit Agreement without negligence against the Depositary or bad faiththe Company. In no event shall the Depositary or any of its agents be liable for any indirect, special, punitive or consequential damages. Neither the Depositary nor the Issuer shall be Company are 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 ReceiptsADRs, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability be furnished as often as may be required, and the no Custodian shall not be is under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being responsible solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or nonaction inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares Common Stock for deposit, any OwnerHolder, or any other person believed by it in good faith to be competent to give such advice or information. The Each of the Depositary, its agents and the Company and its agents may rely and shall 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. Subject to the provisions of Section 5.02 of the Deposit Agreement (which are summarized in this paragraph (24)), the Depositary shall is not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or for the effect of any such vote, provided . It is intended that neither the Depositary nor any such action or nonaction is in good faith and not as a result of Depositary's negligence. The Depositary may own and deal in any class of securities agent of the Issuer Depositary shall be deemed to be an "issuer" of the securities under the federal securities laws or applicable state securities laws of the United States or any other jurisdiction, it being expressly understood and agreed that the Depositary and its affiliates agent are acting only in a ministerial capacity as Depositary for the Common Stock. Notwithstanding anything to the contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any and all written demands or requests for information maintained by or on its behalf in Receipts. No disclaimer of liability under connection with the Securities Act of 1933 is intended by any provision of this Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. Neither the Depositary, the Company nor any of their respectives agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages.

Obligations of the Depositary. the Custodian and the IssuerCompany. ----------------------------------------------------------- The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or holders of ReceiptsBeneficial Owners, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owners Owner or Beneficial Owner (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. Neither the Depositary nor the Issuer 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 Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner, Owner or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in 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 instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction is in good faith and not as a result of Depositary's negligence. The Depositary may own and deal in any class of securities of the Issuer and its affiliates and in Receiptsfaith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement. The Depositary, subject to Sections 2.05 and 2.09 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Obligations of the Depositary. the Custodian and the IssuerCompany. ----------------------------------------------------------- ------------------------------------------------------------ The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or holders of ReceiptsBeneficial Owners, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faithAgreement. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owners Owner or Beneficial Owner (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. Neither the Depositary nor the Issuer 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 Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or nonaction inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner, Owner or any other person believed by it in good faith to be competent to give such advice or informationinformation or, in the case of the Depositary only, legal counsel. 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 instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction inaction is in good faith and faith. The Depositary shall not be liable to the Company, any Owner or Beneficial Owner or any other person for the unavailability of Deposited Securities or for the failure to make any distribution of cash or property with respect thereto as a result of Depositary's negligence. The Depositary may own and deal in (i) any class of securities act or failure to act of the Issuer and Company or its affiliates and agents, including the Russian Share Registrar, or their respective directors, employees, agents or affiliates, (ii) any provision of any present or future law or regulation of the United States, the Russian Federation or any other country, (iii) any provision of any present or future regulation of any governmental or regulatory authority or stock exchange, (iv) any provision of any present or future Charter of the Company or any other instrument of the Company governing the Deposited Securities, (v) any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or (vi) any act of God or war or other circumstance beyond its control. For the avoidance of doubt, the Depositary shall have no responsibility whatsoever to the Company, any Owner or Beneficial Owner or any other person with respect to any deficiency which might arise because the amount available for distribution to the Owners by the Depositary in the event that the Registration Date does not occur on or before the Termination Date (together with interest accrued thereon) is less than the aggregate subscription price of such Receipts. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. the Custodian and the IssuerCompany. ----------------------------------------------------------- The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or holders of ReceiptsBeneficial Owners, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faithAgreement. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owners Owner or Beneficial Owner (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. Neither the Depositary nor the Issuer 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 Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or nonaction inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner, Owner or any other person believed by it in good faith to be competent to give such advice or information; provided, however, that in the case of the Company, advice of or information from legal counsel is from recognized U.S. counsel for U.S. legal issues, recognized Russian legal counsel for Russian legal issues and recognized counsel from any other jurisdiction for legal issues with respect to that jurisdiction. 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 instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction inaction is in good faith and faith. The Depositary shall not be liable to the Company, any Owner or Beneficial Owner or any other person for the unavailability of Deposited Securities or for the failure to make any distribution of cash or property with respect thereto as a result of Depositary's negligence. The Depositary may own and deal in (i) any class of securities act or failure to act of the Issuer and Company or its affiliates and in Receipts. No disclaimer of liability under agents, including the Securities Act of 1933 is intended by Russian Share Registrar, or their respective directors, employees, agents or affiliates, (ii) any provision of this Deposit Agreement.any present or future law or regulation of the United States, the Russian Federation or any other country, (iii) any provision of any present or future regulation of any governmental or regulatory authority or stock exchange, (iv) any provision of any present or future Charter of the Company or any other instrument of the Company governing the Deposited Securities, (v) any provision of any securities issued or distributed by the Company, or any offering or distribution thereof, or (vi) any act of God or war or other circumstance beyond its control. The Company shall not be liable to the Depositary, any Owner or Beneficial Owner or any other person for the unavailability of the Deposited Securities or for the failure to make any distribution of cash or property with respect thereto as a result of (i) any provision of any present or future law or regulation of the United States, the Russian Federation or any other country, (ii) any provision of any present or future regulation of any governmental or regulatory authority or stock exchange or

Obligations of the Depositary. the Custodian and the IssuerCompany. ----------------------------------------------------------- The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement or the Receipts to Holders, Beneficial Owners or holders other persons, including for any consequential or punitive damages for any breach of Receiptsthe terms of this Deposit Agreement, except that it agrees to perform act in good faith and without negligence in the performance of its obligations set forth in this Deposit Agreement without negligence or bad faithAgreement. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement or the Receipts to any Holders, Beneficial Owners or other persons of Receipts (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 its obligations 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 without negligence against the Depositary or bad faiththe Company. Neither the Depositary nor the Issuer 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 Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the no Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or nonaction inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder or Beneficial Owner, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be responsible for any failure to carry out any instructions to vote any Each of the Deposited SecuritiesDepositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction or for other document believed by it to be genuine and to have been signed or presented by the manner in which any such vote is cast proper party or effect of any such vote, provided that any such action or nonaction is in good faith and not as a result of Depositary's negligence. The Depositary may own and deal in any class of securities of the Issuer and its affiliates and in Receiptsparties. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. THE DEPOSITARY'S AGENTS, THE REGISTRAR AND THE COMPANY. Neither the Custodian and Depositary, any Depositary's Agent, any Registrar nor the Issuer. ----------------------------------------------------------- The Issuer Company assumes no any obligation nor or shall it be subject to any liability under this Deposit Agreement or any Receipt to Owners or holders of Receipts, except that it agrees to perform its obligations set forth in this Deposit Agreement without negligence Receipts other than from acts or omissions arising out of conduct constituting bad faith. The Depositary assumes no obligation nor shall it be subject to , negligence (in the case of any liability under this Deposit Agreement to any Owners (including, without limitation, liability action or inaction with respect to the validity or worth voting of the Deposited Securitiesdeposited Preferred Shares), except that it agrees to perform its obligations gross negligence or willful misconduct in the performance of such duties as are specifically set forth in this Deposit Agreement without negligence or bad faithAgreement. Neither the Depositary Depositary, any Depositary's Agent, any Registrar nor the Issuer Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in with respect of any Deposited Securities to the deposited Preferred Shares, Depositary Shares or in respect of the Receipts, which Receipts 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, 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 Depositary, any Depositary's Agent, any Registrar nor the Issuer Company shall be liable for any action or nonaction any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, provided by any person presenting Preferred Shares for deposit, any Owner, holder of a Receipt or any other person believed by it in good faith to be competent to give such advice 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 informationother document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. In the event the Depositary shall receive conflicting claims, requests or instructions from any holders of Receipts, on the one hand, and the Company, on the other hand, the Depositary shall be entitled to act on such claims, requests or instructions received from the Company, and shall be entitled to the full indemnification set forth in Section 5.6 hereof in connection with any action so taken. The Depositary shall not be responsible for any failure to carry out any instructions instruction to vote any of the Deposited Securities, deposited Preferred Shares or for the manner in which any such vote is cast or effect of any such votevote made, provided that as long as any such action or nonaction non-action is in good faith and does not as a result from negligence or willful misconduct of the Depositary's negligence. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Agreement against the Depositary or any Registrar. The Depositary, its parent, affiliate, or subsidiaries, any Depositary's Agent, and any Registrar may own and own, buy, sell or deal in any class of securities of the Issuer 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. No disclaimer The Depositary may also act as transfer agent or registrar of liability 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 Securities Act of 1933 is intended by federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any provision of Depositary's Agent are acting only in a ministerial capacity as Depositary for the deposited Preferred Shares; PROVIDED, HOWEVER, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit AgreementAgreement in its capacity as Depositary. The Company agrees that it will register the deposited Preferred Shares and the Depositary Shares in accordance with the applicable securities laws.

Obligations of the Depositary. the Custodian and the IssuerCompany. ----------------------------------------------------------- ------------------------------------------------------------ The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or holders of ReceiptsBeneficial Owners, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owners Owner or Beneficial Owner (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. Neither the Depositary nor the Issuer 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 Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner, Owner or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in 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 instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction is in good faith and not as a result of Depositary's negligence. The Depositary may own and deal in any class of securities of the Issuer and its affiliates and in Receiptsfaith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement. The Depositary, subject to Sections 2.05 and 2.09 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

Obligations of the Depositary. the Subdepositaries, the Custodian and the IssuerCompany. ----------------------------------------------------------- The Issuer Neither the Depositary, any Subdepositary, the Custodian nor the Company assumes no any obligation nor or shall it be subject to any liability under this Deposit Agreement to Owners or holders of Receipts, except Receipts other than that it each of them agrees to perform use its best judgment and good faith in the performance of such obligations set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owners (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations and duties as are specifically set forth in this Deposit Agreement without negligence or bad faithAgreement. Neither the Depositary Depositary, any Subdepositary nor the Issuer 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 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, 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 Depositary, any Subdepositary, the Custodian nor the Issuer Company shall be liable for any action or nonaction non-action by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares Stock for deposit, any Owner, holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or informationinformation or for any translation of any notice, report or other document made by a translator believed by it to be competent. The Depositary, any 27 Subdepositary, the Custodian or the Company may rely and shall 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. Neither the Depositary nor the Custodian shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or effect of any such vote made, either with or without request, or for not exercising any right to vote, provided that as long as any such action or nonaction non-action is in good faith and not as a result of Depositary's negligencefaith. The Depositary Depositary, any Subdepositary or the Custodian may own and deal in any class of securities of the Issuer Company and its affiliates and in Receipts. No disclaimer of liability under The Depositary in its discretion may issue to securities dealers, brokers and banks, against undertakings to deposit Stock accompanied by collateral satisfactory to the Securities Act of 1933 is intended by any Depositary having at all times a market value at least equal to the market price for the Stock, Receipts for which no Stock has been deposited hereunder. Any provision of in this Deposit AgreementAgreement or the Receipts to the contrary notwithstanding, the Depositary shall be absolutely liable for any loss, damage, liability or expense suffered by holders of Receipts, and shall indemnify and hold harmless the Company and the Custodian for any loss, damage, liability or expense, resulting from the issuance of additional Receipts pursuant to this Section 5.03.

Obligations of the Depositary. the Custodian Depositary’s Agents, the Registrar and the IssuerCompany. ----------------------------------------------------------- The Issuer Each of the Depositary, any Depositary’s Agent and any Registrar shall at all times act in good faith and shall use its best efforts to insure the accuracy of all services performed pursuant to this Agreement. None of the Depositary, any Depositary’s Agent, any Registrar or the Company assumes no any obligation nor or shall it be subject to any liability under this Deposit Agreement or any Receipt to Owners or holders of ReceiptsReceipts other than for its bad faith, except that it agrees to perform its obligations set forth in this Deposit Agreement without gross negligence or bad faithwillful misconduct. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owners (including, without limitation, liability with respect to the validity or worth None of the Deposited Securities)Depositary, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence any Depositary’s Agent, any Registrar or bad faith. Neither the Depositary nor the Issuer Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in with respect of any Deposited Securities to the deposited Preferred Shares, the Depositary Shares or in respect of the Receipts, which Receipts that in its reasonable opinion may involve it in expense or liability, unless indemnity reasonably satisfactory to it against all expense and liability be furnished as often as may be reasonably required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility . None of the Custodian being solely to Depositary, any Depositary’s Agent, any Registrar or the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or nonaction any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, provided by any person presenting Preferred Shares for deposit, any Owner, 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 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 in good faith to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instructions instruction to vote any of the Deposited Securities, deposited Preferred Shares or for the manner in which any such vote is cast or effect of any such votevote made, provided that as long as any such action or nonaction non-action is in good faith and does not as a result from negligence or willful misconduct of the Depositary's negligence. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Deposit Agreement against the Depositary or any Registrar. The Depositary, any Depositary’s Agent, and any Registrar may own and deal in any class of securities of the Issuer Company and its affiliates and in ReceiptsReceipts or Depositary Shares. No disclaimer 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 shall indemnify the Company against any liability under which may directly arise out of acts performed or omitted by the Securities Act Depositary or any Depositary’s Agent due to its or their gross negligence, willful misconduct or bad faith. The obligations of 1933 is intended the Depositary set forth in this paragraph shall survive any succession of the Company or termination of this Deposit Agreement. Notwithstanding anything to the contrary herein, no party to this Agreement shall 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. Furthermore, the Depositary’s aggregate liability to the Company during any term of this Deposit Agreement with respect to, arising from, or arising in connection with this Deposit Agreement, or from all services provided or omitted to be provided under this Deposit Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Company to Depositary as fees and charges, but not including reimbursable expenses, during the twelve (12) months immediately preceding the event for which recovery from Depositary is being sought; provided, however, that such limitation shall not apply to any liability which directly arises out of acts performed or omitted by the Depositary or any Depositary’s Agent due to its or their recklessness, willful misconduct or bad faith. The Depositary shall not be under any liability for interest on any monies at any time received by it pursuant to any of the provisions of this Deposit Agreement or of the Receipts, the Depositary Shares or the Preferred Shares 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. From time to time, the Company may provide the Depositary with instructions concerning the services performed by the Depositary under this Agreement and the Depositary shall be indemnified and held harmless in acting, or refraining from acting, as applicable, in reliance upon such instructions. In addition, at any time, the Depositary may apply to any officer of the Company for instruction, and may consult with legal counsel for the Depositary or the Company with respect to any matter arising in connection with the services to be performed by the Depositary under this Agreement.

Obligations of the Depositary. the Custodian and the IssuerCompany. ----------------------------------------------------------- The Issuer Each of the Company and its agents assumes no obligation nor shall it be subject to any liability under this Deposit Agreement or the Receipts to Holders, Beneficial Owners or holders of Receiptsother persons, except that it agrees to perform its such obligations as are specifically set forth and undertaken by it in this Deposit Agreement without negligence or bad faithin good faith and using its best judgment. The Each of the Depositary and its agents assumes no obligation nor and shall it be subject to any no liability under this Deposit Agreement or the Receipts to any Holders, Beneficial Owners (including, without limitation, liability with respect to the validity or worth of the Deposited Securities)other persons, except that it agrees to perform such obligations as are specifically set forth and undertaken by it in this Deposit Agreement in good faith and using its obligations best judgment. The Depositary and the Company undertake to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Deposit Agreement without negligence or bad faith. Neither against the Depositary nor or the Issuer Company or their respective agents. Without limitation of the preceding, none of the Depositary, the Company or their 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 Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability be furnished as often as may be required, and the no Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being responsible solely to the Depositary. Neither None of the Depositary nor Depositary, the Issuer Company or their agents shall be liable for any action or nonaction inaction by it or them in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder or Beneficial Owner, or any other person believed by it or them in good faith to be competent to give such advice or information. The Each of the Depositary, and the Company and their agents may rely and shall 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. Subject to the provisions of this Section 5.03, the Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or for the effect of any such vote, vote provided that any such action or nonaction non-action is taken in good faith and not as a result in accordance with this Deposit Agreement. Subject to the Estatutos Sociales of Depositary's negligence. The the Company, the terms of the Trust and this Deposit Agreement, the Depositary may own and deal in any class of securities of the Issuer Company and its affiliates Affiliates, in CPOs and in Receipts. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. the Custodian and the ----------------------------------------------------- Issuer. ----------------------------------------------------------- ------ The Issuer assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners any Owner or holders of Receipts, Beneficial Owner or other person except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owners Owner or Beneficial Owner or other person (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. Neither the Depositary nor the Issuer shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Issuer shall be liable for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any OwnerOwner or 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 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 instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction is in good faith and not as a result of Depositary's negligence. The Depositary may own and deal in any class of securities of the Issuer and its affiliates and in Receiptsfaith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. the Custodian and the IssuerCompany. ----------------------------------------------------------- The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Holders or Beneficial Owners or holders of Receipts, except that it agrees to perform use its best judgment and to act in good faith in the performance of its obligations set forth in this Deposit Agreement without negligence or bad faithAgreement. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Holders or Beneficial Owners of Receipts (including, including without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform use its obligations specifically best judgment and to act in good faith in the performance of its duties set forth in this Deposit Agreement without negligence or bad faithAgreement. Neither the Depositary nor the Issuer 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 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, and the no Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or nonaction inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any OwnerHolder or Beneficial Owner of a Receipt, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction omission is in good faith and not as a result in accordance with the terms of Depositary's negligencethis Deposit Agreement. The Depositary may own and deal in Receipts and, subject to the Statuts of the Company and to the laws of the Republic of France, in any class of securities of the Issuer Company and its affiliates and in Receiptsaffiliates. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. the Custodian and the IssuerCompany. ----------------------------------------------------------- The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or holders Holders of Receipts, except that it agrees to perform use its best judgment and to act in good faith in the performance of its obligations set forth in this Deposit Agreement without negligence or bad faithAgreement. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owners Holders of Receipts (including, including without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform use its obligations specifically best judgment and to act in good faith in the performance of its duties set forth in this Deposit Agreement without negligence or bad faithAgreement. Neither the Depositary nor the Issuer 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 In respect of the Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required, and the no Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or nonaction inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Class A Shares for deposit, any OwnerHolder of a Receipt, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction omission is in good faith and not as a result in accordance with the terms of Depositary's negligence. The Depositary may own and deal in any class of securities of the Issuer and its affiliates and in Receiptsthis Deposit Agreement. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. the Custodian and the IssuerCompany. ----------------------------------------------------------- The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners, Beneficial Owners or holders of Receiptsother persons, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owners Owner, Beneficial Owner or other persons (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 faithfaith and without negligence. Neither the Depositary nor the Issuer 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 Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner, Owner or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in 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 instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction is in good faith and not as a result of Depositary's without negligence. The Depositary may own and deal in any class of securities of the Issuer and its affiliates and in Receipts. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. the Custodian and the IssuerCompany. ----------------------------------------------------------- The Issuer Each of the Company, its agents and their respective officers, employees and affiliates assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or holders Holders or any other persons, other than as set forth below to the Depositary and the Custodian, and any agent of Receiptsthe Custodian or the Depositary appointed hereunder with the Company's prior written consent. Each of the Company, its agents and their respective officers, directors, employees and affiliates assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to the Depositary, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Each of the Company, its agents and their respective officers, directors, employees and affiliates assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to the Custodian or any agent of the Depositary or the Custodian, except under Section 5.8 of this Deposit Agreement. Each of the Depositary, its agents and their respective officers, employees and affiliates assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owners Owner or Holder (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. Neither None of the Depositary nor Depositary, the Issuer Company or any of their respective 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 Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither None of the Depositary nor Depositary, the Issuer Company or any of their respective agents shall be liable for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner, or any other person believed by it in good faith to be competent to give such advice or informationinformation including, but not limited to, any 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 shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or effect of any such vote, provided that any such action or nonaction is in good faith and not as a result of Depositary's negligence. The Depositary may own and deal in any class of securities of the Issuer and its affiliates and in Receipts. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. the Custodian and the IssuerCompany. ----------------------------------------------------------- The Issuer Company assumes no obligation nor shall it be subject to any liability under this Regulation S Deposit Agreement to Owners Holders or holders of ReceiptsBeneficial Owners, except that it agrees to perform its obligations specifically set forth in this Regulation S Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Regulation S Deposit Agreement to any Owners Holder or Beneficial Owner (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 Regulation S Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer 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 Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedingsproceeding, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any OwnerHolder, or any other person believed by it in good faith to be competent to give such advice or informationinformation including, but not limited to, any 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 shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction is in good faith and not as a result of Depositary's negligence. The Depositary may own and deal in any class of securities of the Issuer and its affiliates and in Receiptsfaith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Regulations S Deposited Agreement.

Obligations of the Depositary. the Custodian Depositary's Agents, the Registrar and the IssuerCompany. ----------------------------------------------------------- The Issuer Each of the Depositary, any Depositary's Agent and any Registrar shall at all times act in good faith and shall use its best efforts within reasonable time limits to insure the accuracy of all services performed pursuant to this Agreement. None of the Depositary, any Depositary's Agent, any Registrar or the Company assumes no any obligation nor or shall it be subject to any liability under this Deposit Agreement or any Receipt to Owners or holders of ReceiptsReceipts other than from acts or omissions arising out of conduct constituting bad faith, except that it agrees to perform its obligations set forth in this Deposit Agreement without gross negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owners (including, without limitation, liability with respect to willful misconduct in the validity or worth performance of the Deposited Securities), except that it agrees to perform its obligations such duties as are specifically set forth in this Deposit Agreement without negligence Agreement. None of the Depositary, any Depositary's Agent, any Registrar or bad faith. Neither the Depositary nor the Issuer Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in with respect of any Deposited Securities to the deposited Preferred Stock, Depositary Shares or in respect of the Receipts, which Receipts that in its reasonable opinion may involve it in expense or liability, unless indemnity reasonably satisfactory to it against all expense and liability be furnished famished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility . None of the Custodian being solely to Depositary, any Depositary's Agent, any Registrar or the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or nonaction any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, provided by any person presenting Shares Preferred Stock for deposit, any Owner, 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 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 panics. 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 instructions instruction to vote any of the Deposited Securities, deposited Preferred Stock or for the manner in which any such vote is cast or effect of any such votevote made, provided that as long as any such action or nonaction non-action is in good faith and does not as a result from negligence or willful misconduct of the Depositary's negligence. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Agreement against the Depositary or any Registrar. The Depositary, its parent, affiliate, or subsidiaries, any Depositary's Agent, and any Registrar may own and own, buy, sell or deal in any class of securities of the Issuer 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. No disclaimer The Depositary may also act as transfer agent or registrar of liability any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates. It is intended that neither the Depositary nor any Depositary's Agent shall be deemed to be an "issuer" of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent are acting only in a ministerial capacity as Depositary for the deposited Preferred Stock; provided, however, that the Depositary agrees to comply with all information reporting and Neither the Depositary (or 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 Act, the deposited Preferred Stock, the Depositary Shares, the Receipts (except its countersignature thereon) or any instruments referred to therein or herein, or as to the correctness of 1933 any statement made therein or herein; provided, however, that the Depositary is intended responsible for its representations in this Deposit Agreement and for the validity of any action taken or required to be taken by any provision of the Depositary in connection with this Deposit Agreement. The Company represents that it has registered the deposited Preferred Stock and the Depositary Shares for sale in accordance with applicable securities laws.

Obligations of the Depositary. the Custodian Depositary's Agents, the Registrar and the IssuerCompany. ----------------------------------------------------------- The Issuer Neither the Depositary, any Depositary's Agent, any Registrar nor the Company assumes no any obligation nor or shall it be subject to any liability under this Deposit Agreement or any Receipt to Owners Holders of Receipts other than from acts or holders omissions arising out of Receipts, except that it agrees to perform its obligations set forth in this Deposit Agreement without negligence or conduct constituting bad faith. The Depositary assumes no obligation nor shall it be subject to , negligence (in the case of any liability under this Deposit Agreement to any Owners (including, without limitation, liability action or inaction with respect to the validity or worth voting of the Deposited Securitiesdeposited shares of Class D Preferred Stock), except that it agrees to perform its obligations gross negligence or willful misconduct in the performance of such duties as are specifically set forth in this Deposit Agreement without negligence or bad faithAgreement. Neither the Depositary Depositary, any Depositary's Agent, any Registrar nor the Issuer Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in with respect to the deposited shares of any Deposited Securities Class D Preferred Stock, Depositary Shares or in respect of the Receipts, which Receipts that in its reasonable opinion may involve it in expense or liability, unless indemnity reasonably satisfactory to it against all expense and liability be furnished as often as may be required, 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 Depositary, any Depositary's Agent, any Registrar nor the Issuer Company shall be liable for any action or nonaction any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, provided by any person presenting Shares for deposit, any Owner, Holder of a Receipt or any other person believed by it in good faith to be competent to give such advice 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 informationother document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. In the event the Depositary shall receive conflicting claims, requests or instructions from any Holders of Receipts, on the one hand, and the Company, on the other hand, the Depositary shall be entitled to act on such claims, requests or instructions received from the Company, and shall be entitled to the full indemnification set forth in Section 5.6 hereof in connection with any action so taken. The Depositary shall not be responsible for any failure to carry out any instructions instruction to vote any of the Deposited Securities, deposited shares of Class D Preferred Stock or for the manner in which any such vote is cast or effect of any such votevote made, provided that as long as any such action or nonaction non-action is in good faith and does not as a result from negligence or willful misconduct of the Depositary's negligence. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Agreement against the Depositary or any Registrar. The Depositary, its parent, affiliates, or subsidiaries, any Depositary's Agent, and any Registrar may own and own, buy, sell or deal in any class of securities of the Issuer 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. No disclaimer The Depositary may also act as transfer agent or registrar of liability any of the securities of the Company and its affiliates (including the Common Stock) or act in any other capacity for the Company or its affiliates. It is intended that neither the Depositary nor any Depositary's Agent shall be deemed to be an "issuer" of securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent are acting only in a ministerial capacity as Depositary for the deposited shares of Class D Preferred Stock; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. Neither the Depositary (or 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 have been registered under the Securities Act Act, the deposited shares of 1933 Class D Preferred Stock, the Depositary Shares, the Receipts (except its countersignature thereon) or any instruments referred to therein or herein (including, without limitation, the Articles Supplementary), or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is intended responsible for its representations in this Deposit Agreement and for the validity of any action taken or required to be taken by any provision of the Depositary in connection with this Deposit Agreement. The Company agrees that it will register the deposited shares of Class D Preferred Stock and the Depositary Shares in accordance with the applicable securities laws.

Obligations of the Depositary. the Custodian Depositary’s Agents, the Registrar and the IssuerCompany. ----------------------------------------------------------- The Issuer Neither the Depositary, any Depositary’s Agent, any Registrar nor the Company assumes no any obligation nor or shall it be subject to any liability under this Deposit Agreement or any Receipt to Owners or holders of Receipts, except that it agrees to perform its obligations set forth in this Deposit Agreement without negligence Receipts other than from acts or omissions arising out of conduct constituting bad faith. The Depositary assumes no obligation nor shall it be subject to , negligence (in the case of any liability under this Deposit Agreement to any Owners (including, without limitation, liability action or inaction with respect to the validity or worth voting of the Deposited Securitiesdeposited Preferred Shares), except that it agrees to perform its obligations gross negligence or willful misconduct in the performance of such duties as are specifically set forth in this Deposit Agreement without negligence or bad faithAgreement. Neither the Depositary Depositary, any Depositary’s Agent, any Registrar nor the Issuer Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in with respect of any Deposited Securities to the deposited Preferred Shares, Depositary Shares or in respect of the Receipts, which Receipts 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, 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 Depositary, any Depositary’s Agent, any Registrar nor the Issuer Company shall be liable for any action or nonaction any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from legal counsel, accountants, provided by any person presenting Preferred Shares for deposit, any Owner, holder of a Receipt or any other person believed by it in good faith to be competent to give such advice 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 informationother document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. In the event the Depositary shall receive conflicting claims, requests or instructions from any holders of Receipts, on the one hand, and the Company, on the other hand, the Depositary shall be entitled to act on such claims, requests or instructions received from the Company, and shall be entitled to the full indemnification set forth in Section 5.6 hereof in connection with any action so taken. The Depositary shall not be responsible for any failure to carry out any instructions instruction to vote any of the Deposited Securities, deposited Preferred Shares or for the manner in which any such vote is cast or effect of any such votevote made, provided that as long as any such action or nonaction non-action is in good faith and does not as a result from negligence or willful misconduct of the Depositary's negligence. The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Agreement against the Depositary or any Registrar. The Depositary, its parent, affiliate, or subsidiaries, any Depositary’s Agent, and any Registrar may own and own, buy, sell or deal in any class of securities of the Issuer 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. No disclaimer The Depositary may also act as transfer agent or registrar of liability 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 Securities Act of 1933 is intended by federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any provision of Depositary’s Agent are acting only in a ministerial capacity as Depositary for the deposited Preferred Shares; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit AgreementAgreement in its capacity as Depositary. The Company agrees that it will register the deposited Preferred Shares and the Depositary Shares if required by the applicable securities laws.

Obligations of the Depositary. the Custodian and the IssuerCompany. ----------------------------------------------------------- ------------------------------------------------------------ The Issuer Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners or holders Holders of Receipts, except that it agrees to perform use its best judgment and good faith in the performance of its obligations set forth in this Deposit Agreement without negligence or bad faithAgreement. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owners Holders of Receipts (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except other than that it agrees to perform use its obligations best judgment and good faith in the performance of such duties as are specifically set forth in this Deposit Agreement without negligence or bad faithAgreement. Neither the Depositary nor the Issuer 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 ReceiptsReceipcts, 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, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Issuer Company shall be liable for any action or nonaction non-action by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Ordinary Shares for deposit, any OwnerHolder of a Receipt, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction non-action is in good faith and not as a result of Depositary's negligencefaith. The Depositary may own and deal in any class of securities of the Issuer Company and its affiliates and in Receipts. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.