Common use of Resignation and Removal of Depositary; Substitution of Custodian Clause in Contracts

Resignation and Removal of Depositary; Substitution of Custodian. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company and the Custodian, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company by written notice of such removal delivered to the Depositary, such removal becoming effective upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 30 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor depositary, which shall be a bank or trust company having its principal office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and to, the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor, but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall deliver to such successor a list of the Holders of all outstanding American Depositary Receipts. Any successor depositary shall promptly mail notice of its appointment to the Holders of American Depositary Receipts. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of such Depositary without the execution or filing of any document or any further act.

Resignation and Removal of Depositary; Substitution of Custodian. The Depositary may at any time resign as Depositary hereunder under the Deposit Agreement by written notice of its election so to do resignation delivered to the Company and the CustodianCompany, such resignation to be effective on the earlier of (i) the 90th day after delivery thereof to the Company (whereupon the Depositary shall be entitled to take effect upon the actions contemplated in Section 6.02 of the Deposit Agreement), or (ii) the appointment by the Company of a successor depositary and its acceptance of such appointment as hereinafter providedprovided in the Deposit Agreement. The Depositary may at any time be removed by the Company by written notice of such removal, which removal delivered shall be effective on the later of (i) the 90th day after delivery thereof to the DepositaryDepositary (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.02 of the Deposit Agreement), such removal becoming effective upon or (ii) the appointment by the Company of a successor depositary and its acceptance of such appointment as hereinafter providedprovided in the Deposit Agreement. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 30 days after the delivery of the notice of resignation or removal, as the case may be, shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The the City of New York. Every successor depositary shall be required by the Company to execute and deliver to its predecessor and to, to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deeddeed (except as required by applicable law), shall become fully vested with all the rights, powers, duties and obligations of its predecessor, but such predecessor, neverthelesspredecessor (other than as contemplated in Sections 5.08 and 5.09 of the Deposit Agreement). The predecessor depositary, upon payment of all sums due it and on the written request of the Company Company, shall (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunderhereunder (other than as contemplated in Sections 5.08 and 5.09 of the Deposit Agreement), shall (ii) duly assign, transfer and deliver all right, title and interest in to the Deposited Securities to such successor, and shall (iii) deliver to such successor a list of the Holders of all outstanding American Depositary ReceiptsADSs and such other information relating to ADSs and Holders thereof as the successor may reasonably request. Any such successor depositary shall promptly mail provide notice of its appointment to the Holders of American Depositary Receiptssuch Holders. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act. The Depositary may at any time appoint a substitute or an additional custodian and the term “Custodian” shall also refer to such substitute or additional custodian.

Resignation and Removal of Depositary; Substitution of Custodian. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company and the CustodianHitachi, such resignation to take effect upon the earlier of (i) the 30th day after delivery thereof to Hitachi (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.02 of the Deposit Agreement), or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and provided in the Deposit Agreement. The Depositary may at any time be removed by Hitachi upon written notice of such removal delivered to the Depositary, effective upon the later of (i) the 30th day after delivery of such notice thereof to the Depositary (whereupon the Depositary shall be entitled to take actions contemplated in Section 6.02 of the Deposit Agreement), or (ii) upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter providedprovided and provided in the Deposit Agreement. The In the event of the resignation or removal of the Depositary may at any time be removed by the Company by written notice of such removal delivered to the Depositary, such removal becoming effective upon the and appointment of a successor depositary depositary, Hitachi shall make arrangements satisfactory to the Depositary whereby outstanding Receipts may be exchanged, if applicable, without charge to the holders of the outstanding Receipts, for new Receipts issued by the successor depositary, and its acceptance of if requested by the Depositary, Hitachi shall take such appointment steps as hereinafter providedmay be reasonably practicable under the circumstances to cause such outstanding Receipts to be so exchanged. In case at any time the Depositary acting hereunder under the Deposit Agreement shall resign or be removed, the Company Hitachi shall, within 30 days after the delivery of the notice of resignation or removal, as the case may be, use its best efforts to appoint a successor depositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and to, the Company to Hitachi an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deeddeed (except as required by law), shall become fully vested with all the rights, powers, duties and obligations of its predecessor, but such predecessor, neverthelesspredecessor (other than as contemplated in Sections 5.08 and 5.09 of the Deposit Agreement). The predecessor depositary, upon payment of all sums due it and on the written request of the Company Hitachi shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall deliver to such successor a list of the Holders of all outstanding American Depositary ReceiptsADSs. Any such successor depositary shall promptly mail notice of its appointment to the Holders of American Depositary ReceiptsADSs. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of such Depositary without the execution or filing of any document or any further act.

Resignation and Removal of Depositary; Substitution of Custodian. The Depositary may at any time resign as Depositary hereunder under the Deposit Agreement by ninety (90) days’ prior written notice of its election so to do delivered to the Company and the CustodianCompany, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter providedprovided in the Deposit Agreement. The Depositary may at any time be removed by the Company by ninety (90) days’ prior written notice of such removal delivered to the Depositaryremoval, such removal becoming which shall become effective upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter providedprovided in the Deposit Agreement. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 30 days after the delivery of the notice of resignation or removal, as the case may be, shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and to, to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor, ; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company Company, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, successor and shall deliver to such successor a list of the Holders of all outstanding American and such other books and records maintained by such predecessor with respect to its function as Depositary Receiptshereunder. Any such successor depositary shall at its own cost promptly mail distribute notice of its appointment to the Holders of American Depositary Receiptsall Holders. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of Depositary; Substitution of Custodian. The Depositary may at any time resign as Depositary hereunder under the Deposit Agreement by ninety (90) days’ prior written notice of its election so to do delivered to the Company and the CustodianCompany, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter providedprovided in the Deposit Agreement. The Depositary may at any time be removed by the Company by ninety (90) days’ prior written notice of such removal delivered to the Depositaryremoval, such removal becoming which shall become effective upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter providedprovided in the Deposit Agreement. The Depositary, after consultation with the Company, when it determines that it is appropriate to do so, may appoint a substitute or an additional custodian, which shall thereafter be a “Custodian” under the Deposit Agreement. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall, within 30 days after the delivery of the notice of resignation or removal, as the case may be, shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and to, to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor, ; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company Company, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, successor and shall deliver to such successor a list of the Holders of all outstanding American and such other books and records maintained by such predecessor with respect to its function as Depositary Receiptshereunder. Any such successor depositary shall at its own cost promptly mail distribute notice of its appointment to the Holders of American Depositary Receiptsall Holders. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of Depositary; Substitution of Custodian. The Depositary may at any time resign as Depositary hereunder under the Deposit Agreement with respect to any or all Deposited Securities by 30 days' prior written notice of its election so to do delivered to the Company and the Custodian, such resignation to take effect upon the earlier of (i) the expiration of such 30 days or (ii) upon the appointment by the Company of a successor depositary and its acceptance of such appointment as hereinafter providedprovided in the Deposit Agreement. The Depositary may at any time be removed by the Company by 30 days' prior written notice of such removal, which removal delivered to the Depositary, such removal becoming shall become effective upon the appointment by the Company of a successor depositary for such Deposited Securities and its acceptance of such appointment as hereinafter providedprovided in the Deposit Agreement. In case at any The Depositary, after consultation with the Company, may from time to time appoint one or more agents to act for it as Custodian under the Deposit Agreement. The Depositary has initially appointed Korea Securities Depository as Custodian and agent of the Depositary for the purpose of the Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Shares and the other Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. Any Custodian may resign and be discharged from its duties hereunder with respect to any or be removedall Deposited Securities by notice of such resignation delivered to the Depositary at least 30 days' prior to the date on which such resignation is to become effective. If a Custodian notifies the Depositary of its intention to resign and there is at the time no other Custodian acting hereunder, the Company Depositary shall, within 30 days promptly after receiving such notice and after consultation with the delivery of the notice of resignation or removal, as the case may beCompany, appoint a successor depositarysubstitute custodian that is organized under the laws of Korea with respect to the Deposited Securities with respect to which the Custodian has so resigned which shall thereafter be the Custodian under the terms of the Deposit Agreement. The Depositary, after consultation with the Company, when it reasonably appears to be in the best interest of the Holders to do so, may appoint a substitute or an additional custodian with respect to any or all Deposited Securities, which shall thereafter be a bank Custodian under the terms of the Deposit Agreement. Forthwith upon its appointment, each such substitute or trust company having additional custodian shall deliver to the Depositary an acceptance of such appointment and agreement to be bound by the terms of the Deposit Agreement. Upon demand of the Depositary, any Custodian shall deliver such of the Deposited Securities with respect to which a substitute Custodian has been appointed held by it together with all records maintained by it as Custodian with respect to such Deposited Securities as are requested of it to any other Custodian or such substitute or additional custodian or custodians, and each such substitute or additional custodian shall deliver to the Depositary forthwith upon its principal office appointment, an acceptance of such appointment and agreement to be bound by the terms of the Deposit Agreement, satisfactory in form and substance to the Borough Depositary. Immediately upon any change in Custodian, the Depositary shall at its own expense give notice thereof in writing to all Holders of ManhattanGDRs with respect to which such appointment has been made, The City each other Custodian and the Company. Upon the appointment of New York. Every any successor depositary under the terms of the Deposit Agreement, any Custodian then acting hereunder with respect to such Deposited Securities shall execute and deliver to its predecessor and to, the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositaryforthwith become, without any further act or deedwriting, the agent hereunder of such successor depositary and the appointment of such successor depositary with respect to such Deposited Securities shall become fully vested in no way impair the authority of each Custodian under the terms of the Deposit Agreement with all respect to such Deposited Securities; but the rights, powers, duties and obligations of its predecessor, but such predecessorsuccessor depositary so appointed shall, nevertheless, upon payment of all sums due it and on the written request of the Company shall any Custodian, execute and deliver an instrument transferring to such successor Custodian all rights such instruments as may be proper to give to such Custodian full and powers complete power and authority as agent hereunder of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall deliver to such successor a list of the Holders of all outstanding American Depositary Receipts. Any successor depositary shall promptly mail notice of its appointment to the Holders of American Depositary Receipts. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of such Depositary without the execution or filing of any document or any further actdepositary.

Resignation and Removal of Depositary; Substitution of Custodian. The Depositary may at any time resign as Depositary hereunder under the Deposit Agreement by written notice of its election so to do delivered to the Company and the CustodianIssuer, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided. The Depositary may at any time be removed by the Company Issuer by written notice of such removal delivered to the Depositary, such removal becoming effective upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder under the Deposit Agreement shall resign or be removed, the Company shall, within 30 days after the delivery of the notice of resignation or removal, as the case may be, Issuer shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having its principal an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and to, to the Company Issuer an instrument in writing accepting its appointment hereunderthereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor, ; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company Issuer shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunderthereunder, shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall deliver to such successor a list of the Holders Owners of all outstanding American Depositary Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Holders of American Depositary ReceiptsOwners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of such the Depositary without the execution or filing of any document or any further act. The form of the Receipts and any provisions of the Deposit Agreement may at any time and from time to time be amended by agreement in writing between the Issuer and the Depositary in any respect which they may deem necessary or desirable. Any amendment which shall impose or increase any fees or charges (other than taxes or other governmental charges, registration fees, cable, telex or facsimile transmission costs, delivery costs or other such expenses), or which shall otherwise prejudice any substantial existing right of Owners, shall, however, not become effective as to outstanding Receipts until the expiration of 30 days after notice of such amendment shall have been given to the Owners of outstanding Receipts. Every Owner at the time any amendment so becomes effective shall be deemed, by continuing to hold such Receipt, to consent and agree to such amendment and to be bound by the Deposit Agreement as amended thereby. In no event shall any amendment impair the right of the Owner of any Receipt to surrender such Receipt and receive therefor the Deposited Securities represented thereby except in order to comply with mandatory provisions of applicable law.