(vi) may consult counsel satisfactory to it, and the written advice of such
counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Depositary hereunder in accordance with the advice of such counsel;
(vii) except as specifically set forth herein, shall not be called upon at any time to advise any Person with respect to the
shares of Series H Preferred Stock or Receipts;
(viii) shall not be liable in any respect on account of the identity,
authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement; and
(ix) shall not be liable for any failures, delays or losses, arising directly or indirectly out of conditions beyond
their reasonable control, including, but not limited to, (i) work stoppages or labor disputes, electrical or mechanical failure or computer hardware or software failure, in each case other than of the Depositary, the Depositarys Agent,
the Registrar or the Transfer Agent, as the case may be, or (ii) acts of government, exchange or market ruling, suspension of trading, civil disobedience, riots, rebellions, communications facilities failures including telephone failure, war,
terrorism, insurrection, fires, earthquakes, storms, floods, acts of God or similar occurrences.
The obligations of the Corporation set
forth in this Section 5.3 shall survive the replacement, removal or resignation of the Depositary, Registrar, Transfer Agent or Depositarys Agent or termination of this Deposit Agreement.
Section 5.4. 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.
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.
In case
at any time the Depositary acting hereunder shall resign or be removed, the Corporation shall, within sixty (60) days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor Depositary, which shall be
(i) a Person 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 any such Person. In the event of such removal or
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 the Corporation shall use its best efforts to ensure that there is at
all relevant times when the Series H Preferred Stock is outstanding, a person or entity appointed and serving as the
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