Common use of Resignation and Removal of the Depositary; Appointment of Successor Depositary Clause in Contracts

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the Corporation, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided, but in no event later than ninety days (90) days after the delivery of such notice. The Depositary may at any time be removed by the Corporation by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided but in no event later than ninety (90) days after the delivery of such notice. In the event any transfer agency relationship in effect between the Corporation and the Depositary terminates, the Depositary will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the ninetieth day following such termination. In case at any time the Depositary acting hereunder shall resign or be removed, the Corporation shall, within 60 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 (i) a bank or trust company having its principal office in the United States of America and having a combined capital and surplus, along with its affiliates, of at least $50,000,000 or (ii) an Affiliate of a Person specified in clause (i). If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary or any Record Holder of any Receipt may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Corporation 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 and for all purposes shall be the Depositary under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly 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 Preferred Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail notice of its appointment (at the Corporation’s expense) to the Holders of Receipts. Any entity into or with which the Depositary may be merged, consolidated or converted shall be the successor of the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or its own name as successor Depositary. The provisions of this Section 5.4 as they apply to the Depositary apply to the Registrar and Transfer Agent as if specifically enumerated herein.

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the Corporation, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided, but in no event later than ninety days sixty (9060) days after the delivery of such notice. The Depositary may at any time be removed by the Corporation by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided provided, but in no event later than ninety sixty (9060) days after the delivery of such notice. In the event any transfer agency relationship in effect between the Corporation and the Depositary terminates, as evidenced in writing, the Depositary will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the ninetieth day following such termination. In case at any time the Depositary acting hereunder shall resign or be removed, the Corporation shall, within 60 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 (i) a bank or trust company having its principal office in the United States of America and having a combined capital and surplus, along with its affiliates, of at least $50,000,000 or (ii) an Affiliate of a Person specified in clause (i). If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary or any Record Holder of any Receipt may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Corporation 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 and for all purposes shall be the Depositary under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly 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 Preferred Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail notice of its appointment (at the Corporation’s expense) to the Holders of Receipts. Any entity into or with which the Depositary may be merged, consolidated or converted shall be the successor of the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or its own name as successor Depositary. The provisions of this Section 5.4 as they apply to the Depositary apply to the Registrar and Transfer Agent as if specifically enumerated herein.

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the Corporation, such resignation to take effect Corporation upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided, but in no event later than ninety days at least forty-five (9045) days after the delivery of such prior written notice. The Depositary may at any time be removed by the Corporation by at least thirty (30) days prior written notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided but in no event later than ninety (90) days after the delivery of such noticeprovided. In the event any the transfer agency relationship in effect between the Corporation and the Depositary terminates, the Depositary will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the ninetieth day following Deposit Agreement, such terminationresignation and discharge to take effect upon at least forty-five (45) days prior written notice. In case at any time the Depositary acting hereunder shall resign or be removed, the Corporation shall, within 60 sixty (60) 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 (i) a bank or trust company Person having its principal office in the United States of America and having a combined capital and surplus, along with its affiliatesAffiliates, of at least $50,000,000 or (ii) an Affiliate of any such Person. In the event of such removal or resignation, the Corporation will appoint a Person specified in clause (i)successor depositary and inform the Depositary of the name and address of any successor depositary so appointed, provided that no failure by the Corporation to appoint such a successor shall affect the termination of the Deposit Agreement or the discharge of the Depositary as Depositary hereunder. Upon payment of all outstanding fees and expenses hereunder, the Depositary shall promptly forward to the successor depositary or its designee any shares of Preferred Stock held by it and any certificates, letters, notices and other document that the Depositary may receive after its appointment has so terminated. If no successor Depositary Xxxxxxxxxx shall have been so appointed and have accepted appointment within 60 sixty (60) days after delivery of such notice, the resigning or removed Depositary or any Record Holder of any Receipt may may, at the Corporation’s expense, petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Corporation 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 and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly 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 shares of the Preferred Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail or transmit by such other method approved by such successor Depositary, in its reasonable discretion, notice of its appointment (at the Corporation’s expense) to the Record Holders of Receipts. Any entity Person into or with which the Depositary may be merged, consolidated or converted converted, or any Person to which all or a substantial part of the assets of the Depositary may be transferred or which succeeds to the shareholder services business of the Depositary shall be the successor of the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or its own name as successor Depositary. The provisions removal or resignation of this Section 5.4 as they apply to the Depositary apply shall automatically be deemed to be a removal of the Registrar and Transfer Agent as if specifically enumerated hereinAgent, dividend disbursing agent and redemption agent (to the extent the Depositary is acting in such capacities) herein without any further act or deed.

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the CorporationCompany, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided, but in no event not later than ninety 30 days (90) days after of the delivery of such notice to the Company. Upon the delivery of 30 days’ notice. The , the Depositary may at any time be removed by the Corporation Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided provided, but in no event not later than ninety (90) 30 days after from the delivery to the Depositary of such notice. In the event any transfer agency relationship in effect between the Corporation and the Depositary terminates, the Depositary will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the ninetieth day following such termination. In case at any time the Depositary acting hereunder shall resign or be removed, the Corporation Company shall, within 60 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 (i) a bank or trust company having its principal office in the United States of America and having a combined capital and surplus, along including with its affiliates, of at least $50,000,000 or (ii) an Affiliate of a Person specified in clause (i)50,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 30 days after delivery of such notice, the resigning or removed Depositary or any a Record Holder of any Receipt Receipts may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Corporation 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 and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the CorporationCompany, shall promptly 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 Preferred Stock Series A Preference Shares and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail or transmit by such other method approved by such successor Depositary, in its reasonable discretion, or through DTC and in accordance with its procedures, notice of its appointment (at the Corporation’s expense) to the Record Holders of Receipts. Any entity into or with which the Depositary may be merged, consolidated or converted shall be the successor of the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or its own name as successor Depositary. The provisions of this Section 5.4 as they apply to the Depositary apply to the Registrar and Transfer Agent as if specifically enumerated herein.

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering written notice of its election to do so resignation delivered to the CorporationCompany, such resignation to be effective on the earlier of (i) the 90th day after delivery thereof to the Company (whereupon the Depositary shall, in the event no successor depositary has been appointed by the Company, be entitled to take effect upon the actions contemplated in Section 6.2 hereof) and (ii) the appointment by the Company of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided, but save that, any amounts, fees, costs or expenses owed to the Depositary hereunder or in no event later accordance with any other agreements otherwise agreed in writing between the Company and the Depositary from time to time shall be paid to the Depositary prior to such resignation. The Company shall use reasonable efforts to appoint such successor depositary, and give notice to the Depositary of such appointment, not more than ninety days (90) 90 days after delivery by the delivery Depositary of such noticewritten notice of resignation as provided in this Section 5.4. In the event that notice of the appointment of a successor depositary is not provided by the Company in accordance with the preceding sentence, the Depositary shall be entitled to take the actions contemplated in Section 6.2 hereof. The Depositary may at any time be removed by the Corporation 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 Depositary, such removal Depositary (whereupon the Depositary shall be entitled to take effect upon the actions contemplated in Section 6.2 hereof if a successor depositary has not been appointed), and (ii) the appointment by the Company of a successor Depositary hereunder depositary and its acceptance of such appointment as hereinafter provided but provided, save that, any amounts, fees, costs or expenses owed to the Depositary hereunder or in no event later than ninety (90) days after the delivery of such notice. In the event accordance with any transfer agency relationship other agreements otherwise agreed in effect writing between the Corporation Company and the Depositary terminates, the Depositary will be deemed from time to have resigned automatically and be discharged from its duties under this Agreement as of the ninetieth day following such termination. In case at any time the Depositary acting hereunder shall resign or be removed, the Corporation shall, within 60 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 (i) a bank or trust company having its principal office in the United States of America and having a combined capital and surplus, along with its affiliates, of at least $50,000,000 or (ii) an Affiliate of a Person specified in clause (i). If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary or any Record Holder of any Receipt may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Corporation 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 and for all purposes shall be the Depositary under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly 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 Preferred Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail notice of its appointment (at the Corporation’s expense) to the Holders of Receipts. Any entity into or with which the Depositary may be merged, consolidated or converted shall be the successor of the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or its own name as successor Depositary. The provisions of this Section 5.4 as they apply paid to the Depositary apply prior to the Registrar and Transfer Agent as if specifically enumerated hereinsuch removal.

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the Corporation, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided, but in no event not later than ninety 30 days (90) days after of the delivery of such notice to the Corporation. Upon the delivery of 30 days’ notice. The , the Depositary may at any time be removed by the Corporation by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided provided, but in no event not later than ninety (90) 30 days after from the delivery to the Depositary of such notice. In the event any transfer agency relationship in effect between the Corporation and the Depositary terminates, the Depositary will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the ninetieth day following such termination. In case at any time the Depositary acting hereunder shall resign or be removed, the Corporation shall, within 60 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 (i) a bank or trust company having its principal office in the United States of America and having a combined capital and surplus, along including with its affiliates, of at least $50,000,000 or (ii) an Affiliate of a Person specified in clause (i)50,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 30 days after delivery of such notice, the resigning or removed Depositary or any a Record Holder of any Receipt Receipts may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Corporation 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 and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly 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 Series O Preferred Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail or transmit by such other method approved by such successor Depositary, in its reasonable discretion, notice of its appointment (at the Corporation’s expense) to the Record Holders of Receipts. Any entity into or with which the Depositary may be merged, consolidated or converted shall be the successor of the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or its own name as successor Depositary. The provisions of this Section 5.4 as they apply to the Depositary apply to the Registrar and Transfer Agent as if specifically enumerated herein.

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the CorporationCompany, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided, but in no event not later than ninety 30 days (90) days after of the delivery of such notice to the Company. Upon the delivery of 30 days’ notice. The , the Depositary may at any time be removed by the Corporation Company by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided provided, but in no event not later than ninety (90) 30 days after from the delivery to the Depositary of such notice. In the event any transfer agency relationship in effect between the Corporation and the Depositary terminates, the Depositary will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the ninetieth day following such termination. In case at any time the Depositary acting hereunder shall resign or be removed, the Corporation Company shall, within 60 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 (i) a bank or trust company having its principal office in the United States of America and having a combined capital and surplus, along including with its affiliates, of at least $50,000,000 or (ii) an Affiliate of a Person specified in clause (i)50,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 30 days after delivery of such notice, the resigning or removed Depositary or any a Record Holder of any Receipt Receipts may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Corporation 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 and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the CorporationCompany, shall promptly 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 Preferred Stock Series B Preference Shares and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail or transmit by such other method approved by such successor Depositary, in its reasonable discretion, or through DTC and in accordance with its procedures, notice of its appointment (at the Corporation’s expense) to the Record Holders of Receipts. Any entity into or with which the Depositary may be merged, consolidated or converted shall be the successor of the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or its own name as successor Depositary. The provisions of this Section 5.4 as they apply to the Depositary apply to the Registrar and Transfer Agent as if specifically enumerated herein.

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the Corporation, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided, but in no event not later than ninety 30 days (90) days after of the delivery of such notice to the Corporation. Upon the delivery of 30 days’ notice. The , the Depositary may at any time be removed by the Corporation by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided provided, but in no event not later than ninety (90) 30 days after from the delivery to the Depositary of such notice. In the event any transfer agency relationship in effect between the Corporation and the Depositary terminates, the Depositary will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the ninetieth day following such termination. In case at any time the Depositary acting hereunder shall resign or be removed, the Corporation shall, within 60 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 (i) a bank or trust company having its principal office in the United States of America and having a combined capital and surplus, along including with its affiliates, of at least $50,000,000 or (ii) an Affiliate of a Person specified in clause (i)50,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 30 days after delivery of such notice, the resigning or removed Depositary or any a Record Holder of any Receipt Receipts may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Corporation 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 and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly 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 Series R Preferred Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail or transmit by such other method approved by such successor Depositary, in its reasonable discretion, notice of its appointment (at the Corporation’s expense) to the Record Holders of Receipts. Any entity into or with which the Depositary may be merged, consolidated or converted shall be the successor of the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or its own name as successor Depositary. The provisions of this Section 5.4 as they apply to the Depositary apply to the Registrar and Transfer Agent as if specifically enumerated herein.

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so delivered to the CorporationCompany, such resignation to take effect upon the appointment of a successor Depositary depositary and its acceptance of such appointment as hereinafter provided, but in no event later than ninety days (90) days after the delivery of such notice. The Depositary may at any time be removed by the Corporation Company may, by notice of such removal delivered in writing to the Depositary, terminate the engagement of the Depositary with respect to any or all of the duties or obligations of the Depositary set out in this Deposit Agreement (including such removal duties as are customarily associated with the role of a transfer agent or paying agent), such termination to take effect upon the appointment of a successor Depositary hereunder to fulfill those duties or obligations and its acceptance of such appointment as hereinafter provided but in no event later than ninety (90) days after the delivery of such noticeprovided. In the event any transfer agency relationship in effect between that the Corporation and Company terminates the engagement of the Depositary terminateswith respect to some, but not all, of the duties or obligations of the Depositary, the Depositary will shall thereafter be deemed only to have resigned automatically such rights and be discharged from its duties obligations under this Deposit Agreement as are necessary for it to fulfill its remaining duties or obligations. The Depositary agrees to cooperate with the Company or any person appointed by the Company or that person with respect to the performance of any of the ninetieth day following such terminationduties previously performed by the Depositary. In case at any time the Depositary acting hereunder shall resign or be removedthe Company shall terminate the engagement of the Depositary with respect to any or all of the duties or obligations of the Depositary set out in this Deposit Agreement, the Corporation Company shall, within 60 45 days after the delivery of the notice of resignation or removaltermination, as the case may be, use its best efforts to appoint a successor Depositarywith respect to such duties and obligations so terminated. If such successor is to take title to the New Preferred Stock (a "Depositary Successor"), which the Depositary Successor shall be (i) a bank or trust company company, or an affiliate of a bank or trust company, having its principal office in the United States of America and having a combined capital and surplus, along with its affiliates, surplus of at least $50,000,000 or (ii) an Affiliate of a Person specified in clause (i)50,000,000. If no a successor Depositary shall not have been so appointed and have accepted appointment within 60 days after delivery of such noticein 45 days, the resigning or removed Depositary or any Record Holder of any Receipt may petition any a court of competent jurisdiction for the appointment of to appoint a successor Depositarysuccessor. Every successor Depositary Successor shall execute and deliver to its predecessor and to the Corporation Company an instrument in writing accepting its appointment hereunder, and thereupon such successor DepositaryDepositary Successor, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor so terminated and all rights and powers with respect thereto and for all purposes shall be the Depositary under this AgreementDeposit Agreement with respect to the duties and obligations of the predecessor so terminated, and such predecessor, upon payment of all sums due it and on the written request of the CorporationCompany, shall promptly execute and deliver an instrument transferring to such successor Depositary Successor all such rights and powers of such predecessor hereunder, shall shall, if applicable, duly assign, transfer and deliver all rightrights, title and interest in the New Preferred Stock and any moneys or property held hereunder to such successorDepositary Successor and shall, and shall if applicable, deliver to such successor Depositary Successor a list of the Record Holders record holders of all outstanding Receipts and such records, books and other information in its possession relating theretoDepositary Receipts. Any successor Depositary Successor shall promptly mail notice of its appointment (at the Corporation’s expense) to the Holders record holders of Depositary Receipts. Any entity corporation into or with which the Depositary may be merged, consolidated or converted shall be the successor of the such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor depositary may execute the Depositary may authenticate the Receipts either in the name of the predecessor Depositary depositary or its own in the name as of the successor Depositary. The provisions of this Section 5.4 as they apply to the Depositary apply to the Registrar and Transfer Agent as if specifically enumerated hereindepositary.

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the Corporation, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided, but in no event later than ninety days sixty (9060) days after from the delivery date on which notice of such noticeresignation is tendered. The Depositary may at any time be removed by the Corporation by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided provided, but in no event later than ninety sixty (9060) days after from the delivery date on which notice of such notice. In the event any transfer agency relationship in effect between the Corporation and the Depositary terminates, the Depositary will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the ninetieth day following such terminationremoval is tendered. In case at any time the Depositary acting hereunder shall resign or be removed, the Corporation shall, within 60 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 (i) a bank or trust company having its principal office in the United States of America and having a combined capital and surplus, along with its affiliates, of at least $50,000,000 or (ii) an Affiliate of a Person specified in clause (i)50,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary or any Record Holder of any Receipt may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every Each successor Depositary shall execute and deliver to its predecessor and to the Corporation 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 and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly 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 shares of the Series A Preferred Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail or transmit by such other method approved by such successor Depositary, in its reasonable discretion, notice of its appointment (at the Corporation’s expense) to the Record Holders of Receipts. Any entity into or with which the Depositary may be merged, consolidated or converted shall be the successor of the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in its own name as successor Depositary. The provisions of this Section 5.4 as they apply to the Depositary apply to the Registrar and Transfer Agent as if specifically enumerated herein.

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the Corporation, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided, but in no event not later than ninety 30 days (90) days after of the delivery of such notice to the Corporation. Upon the delivery of 30 days’ notice. The , the Depositary may at any time be removed by the Corporation by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided provided, but in no event not later than ninety (90) 30 days after from the delivery to the Depositary of such notice. In the event any transfer agency relationship in effect between the Corporation and the Depositary terminates, the Depositary will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the ninetieth day following such termination. In case at any time the Depositary acting hereunder shall resign or be removed, the Corporation shall, within 60 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 (i) a bank or trust company having its principal office in the United States of America and having a combined capital and surplus, along including with its affiliates, of at least $50,000,000 or (ii) an Affiliate of a Person specified in clause (i)50,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 30 days after delivery of such notice, the resigning or removed Depositary or any a Record Holder of any Receipt Receipts may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Corporation 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 and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly 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 Series P Preferred Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail or transmit by such other method approved by such successor Depositary, in its reasonable discretion, notice of its appointment (at the Corporation’s expense) to the Record Holders of Receipts. Any entity into or with which the Depositary may be merged, consolidated or converted shall be the successor of the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or its own name as successor Depositary. The provisions of this Section 5.4 as they apply to the Depositary apply to the Registrar and Transfer Agent as if specifically enumerated herein.

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the Corporation, such resignation to take effect upon the earlier of (1) sixty (60) days and (2) the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided, but in no event later than ninety days (90) days after the delivery of such notice. The Depositary may at any time be removed by the Corporation by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided but in no event later than ninety (90) days after the delivery of such notice. In the event any transfer agency relationship in effect between the Corporation and the Depositary terminates, the Depositary will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the ninetieth day following such terminationprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Corporation shall, within 60 sixty (60) 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 (i) a bank or trust company having its principal office in the United States of America and having a combined capital and surplus, along with its affiliatesAffiliates, of at least $50,000,000 50,000,000. In the event of such removal or (ii) an Affiliate resignation, the Corporation will appoint a successor depositary and inform the Depositary of the name and address of any successor depositary so appointed, provided that no failure by the Corporation to appoint such a Person specified in clause (i)successor depositary shall affect the termination of this Deposit Agreement or the discharge of the Corporation and the Depositary as depositary hereunder. Upon payment of all outstanding fees and expenses hereunder, the Depositary shall promptly forward to the successor depositary or its designee any shares of stock held by it and any certificates, letters, notices and other document that the Depositary may receive after its appointment has so terminated. If no successor Depositary shall have been so appointed and have accepted appointment within 60 sixty (60) days after delivery of such notice, the resigning or removed Depositary or any Record Holder of any Receipt may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Corporation 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 and for all purposes shall be the Depositary under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly 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 Preferred Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail notice of its appointment (at the Corporation’s expense) to the Holders of Receipts. Any entity into or with which the Depositary may be merged, consolidated or converted shall be the successor of the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or its own name as successor Depositary. The provisions of this Section 5.4 as they apply to the Depositary apply to the Registrar and Transfer Agent as if specifically enumerated herein.

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the Corporation, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided, but in no event not later than ninety 30 days (90) days after of the delivery of such notice to the Corporation. Upon the delivery of 30 days’ notice. The , the Depositary may at any time be removed by the Corporation by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided provided, but in no event not later than ninety (90) 30 days after from the delivery to the Depositary of such notice. In the event any transfer agency relationship in effect between the Corporation and the Depositary terminates, the Depositary will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the ninetieth day following such termination. In case at any time the Depositary acting hereunder shall resign or be removed, the Corporation shall, within 60 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 (i) a bank or trust company having its principal office in the United States of America and having a combined capital and surplus, along including with its affiliates, of at least $50,000,000 or (ii) an Affiliate of a Person specified in clause (i)50,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 30 days after delivery of such notice, the resigning or removed Depositary or any a Record Holder of any Receipt Receipts may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Corporation 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 and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly 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 Series N Preferred Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail or transmit by such other method approved by such successor Depositary, in its reasonable discretion, notice of its appointment (at the Corporation’s expense) to the Record Holders of Receipts. Any entity into or with which the Depositary may be merged, consolidated or converted shall be the successor of the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or its own name as successor Depositary. The provisions of this Section 5.4 as they apply to the Depositary apply to the Registrar and Transfer Agent as if specifically enumerated herein.

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the Corporation, such resignation to take effect upon the appointment of a successor Depositary Xxxxxxxxxx and its acceptance of such appointment as hereinafter provided, but in no event later than ninety days (90) days after the delivery of such notice. The Depositary may at any time be removed by the Corporation by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided but in no event later than ninety (90) days after the delivery of such noticeprovided. In the event any the transfer agency relationship in effect between the Corporation and the Depositary terminates, the Depositary will shall be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the ninetieth day following such terminationSection 5.04. In case at any time the Depositary acting hereunder shall resign or be removed, the Corporation shall, within 60 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 (i) a bank or trust company having that (a) is not an affiliate of the Corporation, (b) has its principal office in the United States of America and having (c) has a combined capital and surplus, along with its affiliates, surplus of at least $50,000,000 or (ii) an Affiliate of a Person specified in clause (i)50,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the resigning or removed Depositary or any Record Holder of any Receipt may petition any court of competent jurisdiction for the appointment of a successor DepositaryXxxxxxxxxx. Every successor Depositary shall execute and deliver to its predecessor and to the Corporation 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 and for all purposes shall be the Depositary under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly 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 Mandatory Convertible Preferred Stock and any moneys moneys, securities or other property held hereunder to such successor, and shall deliver to such successor Depositary a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail send notice of its appointment (at the Corporation’s expense) to the Record Holders of Receipts. Any entity into or with which the Depositary may be merged, consolidated or converted shall be the successor of the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or its own name as successor Depositary. The provisions of this Section 5.4 5.04 as they apply to the Depositary apply to the Registrar and Transfer Agent Agent, as if specifically enumerated herein.

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the Corporation, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided, provided but in no event later than ninety days (90) 30 days after the delivery of such written notice. The Depositary may at any time be removed by the Corporation by upon 30 day’s written notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided but in no event later than ninety (90) days after the delivery of such notice. In the event any transfer agency relationship in effect between the Corporation and the Depositary terminates, the Depositary will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the ninetieth day following such termination. In case at any time the Depositary acting hereunder shall resign or be removed, the Corporation shall, within 60 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 (i) a bank or trust company having its principal office in the United States of America and having a combined capital and surplus, along with its affiliates, of at least $50,000,000 or (ii) an Affiliate of a Person specified in clause (i)any such bank or trust company. If no successor Depositary shall have been so appointed and have accepted appointment within 60 30 days after delivery of such notice, any Record Holder of Receipts hereunder or the resigning or removed Depositary or any Record Holder of any Receipt may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Corporation 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 and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly 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 Series A Preferred Stock and any moneys monies or property held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail or transmit by such other method approved by such successor Depositary, in its reasonable discretion, notice of its appointment (to the Record Holders of Receipts at the Corporation’s sole expense) to the Holders of Receipts. Any entity into or with which the Depositary may be merged, consolidated or converted shall be the successor of the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or its own name as successor Depositary. The provisions of this Section 5.4 as they apply to the Depositary apply to the Registrar and Transfer Agent Agent, as if specifically enumerated herein.

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the Corporation, such resignation to take effect upon the earlier of (1) sixty (60) days and (2) the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided, but in no event later than ninety days (90) days after the delivery of such notice. The Depositary may at any time be removed by the Corporation by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided but in no event later than ninety (90) days after the delivery of such notice. In the event any transfer agency relationship in effect between the Corporation and the Depositary terminates, the Depositary will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the ninetieth day following such terminationprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Corporation shall, within 60 sixty (60) 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 (i) a bank or trust company having its principal office in the United States of America and having a combined capital and surplus, along with its affiliatesAffiliates, of at least $50,000,000 50,000,000. In the event of such removal or (ii) an Affiliate resignation, the Corporation will appoint a successor depositary and inform the Depositary of the name and address of any successor depositary so appointed, provided that no failure by the Corporation to appoint such a Person specified in clause (i)successor depositary shall affect the termination of this Deposit Agreement or the discharge of the Corporation and the Depositary as depositary hereunder. Upon payment of all outstanding fees and expenses hereunder, the Depositary shall promptly forward to the successor depositary or its designee any shares of stock held by it and any certificates, letters, notices and other document that the Depositary may receive after its appointment has so terminated. If no successor Depositary shall have been so appointed and have accepted appointment within 60 sixty (60) days after delivery of such notice, the resigning or removed Depositary or any Record Holder of any Receipt may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Corporation 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 and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly 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 shares of the Convertible Preferred Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail or transmit by such other method approved by such successor Depositary, in its reasonable discretion, notice of its appointment (at the Corporation’s expense) to the Record Holders of Receipts. Any entity Person into or with which the Depositary may be merged, consolidated or converted converted, or any Person to which all or a substantial part of the assets of the Depositary may be transferred or which succeeds to the shareholder services business of the Depositary shall be the successor of the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or its own name as successor Depositary. The provisions removal or resignation of this Section 5.4 as they apply to the Depositary apply shall automatically be deemed to be a removal of the Depositary as Registrar and Transfer Agent as if specifically enumerated hereinherein without any further act or deed.

Resignation and Removal of the Depositary; Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by delivering notice of its election to do so to the Corporation, such resignation to take effect upon the appointment of a successor Depositary and its acceptance of such appointment as hereinafter provided, but in no event later than ninety days (90) days after the delivery of such notice. The Depositary may at any time be removed by the Corporation by notice of such removal delivered to the Depositary, such removal to take effect upon the appointment of a successor Depositary hereunder and its acceptance of such appointment as hereinafter provided but in no event later than ninety (90) days after the delivery of such notice. In the event any transfer agency relationship in effect between the Corporation Company and the Depositary terminates, the Depositary will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the ninetieth day following such termination. In case at any time the Depositary acting hereunder shall resign or be removed, the Corporation shall, within 60 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 (i) a bank or trust company having its principal office in the United States of America and having a combined capital and surplus, along with its affiliates, of at least $50,000,000 or (ii) an Affiliate of a Person specified in clause (i). If no successor Depositary shall have been so appointed and have accepted appointment within 60 30 days after delivery of such notice, the resigning or removed Depositary or any Record Holder of any Receipt may petition any court of competent jurisdiction for the appointment of a successor Depositary. Every successor Depositary shall execute and deliver to its predecessor and to the Corporation 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 and for all purposes shall be the Depositary under this Agreement, and such predecessor, upon payment of all sums due it and on the written request of the Corporation, shall promptly 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 Preferred Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the Record Holders of all outstanding Receipts and such records, books and other information in its possession relating thereto. Any successor Depositary shall promptly mail notice of its appointment (at the Corporation’s expense) to the Holders of Receipts. Any entity into or with which the Depositary may be merged, consolidated or converted shall be the successor of the Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or its own name as successor Depositary. The provisions of this Section 5.4 as they apply to the Depositary apply to the Registrar and Transfer Agent as if specifically enumerated herein.