Common use of Compliance with U.S. Securities Laws; Regulatory Compliance Clause in Contracts

Compliance with U.S. Securities Laws; Regulatory Compliance. Notwithstanding any provisions in this Receipt or the Deposit Agreement to the contrary, the withdrawal or delivery of Deposited Securities will not be suspended by the Company or the Depositary except as would be permitted by Section I.A.(1) of the General Instructions to the Form F-6 Registration Statement, as amended from time to time, under the Securities Act. The Depositary and the Company have confirmed to each other that, for as long as the Deposit Agreement is in effect, they shall comply with any requirements for registration of the amount of Deposited Securities with the Banco Central do Brasil and furnish the CVM, the Banco Central do Brasil and any other applicable entity such information and documents related to the Deposited Securities, the Receipts and the Depositary’s obligations as may be requested by such authorities from time to time pursuant to paragraph 3, article 3 of Regulation Annex V to Resolution 1.289.87 (as published in Resolution 1.927/92) of the Brazilian National Monetary Council. In the event that the Depositary or the Custodian shall be advised in writing (the “Legal Warning”) by Brazilian counsel reasonably satisfactory to the Depositary that the Depositary or the Custodian reasonably could be subject to criminal or civil liabilities as a result of the Company having failed to provide to the CVM, the Banco Central do Brasil or any other applicable entity such information or documents available through the Company, the Depositary will immediately send a copy of the Legal Warning to the Company, shall have the right to immediately resign as Depositary by written notice to the Company and will not be subject to any liability hereunder or under the Deposit Agreement for such resignation or such determination, and the Company agrees to indemnify the Depositary, the Custodian and any of their respective officers, directors, employees, and agents against, and hold each of them harmless from any loss or liability of any kind incurred that arises under Section 7.9 of the Deposit Agreement. Upon effectiveness of such resignation, the Depositary shall otherwise be discharged from all of its obligations under the Deposit Agreement. Resignation pursuant to this paragraph shall be effected in accordance with Article (21); provided that, if the Company fails to appoint a new depositary within ninety (90) days of such resignation, the Deposit Agreement shall be terminated in accordance with Article (23) hereof and the Company or its designated agents will assume the obligations stated as the obligations of the Depositary in such Article.

Compliance with U.S. Securities Laws; Regulatory Compliance. Notwithstanding any provisions in this Receipt or the Deposit Agreement to the contrary, the withdrawal or delivery of Deposited Securities will not be suspended by the Company or the Depositary except as would be permitted by Section I.A.(1) of the General Instructions to the Form F-6 Registration Statement, as amended from time to time, under the Securities ActAct of 1933. The Depositary and the Company have confirmed to each other that, for as long as the Deposit Agreement is in effect, they shall comply with any requirements for registration of the amount of Deposited Securities with the Banco Central do Brasil Bank of Brazil and furnish the CVM, Brazilian securities regulatory authority (the Banco Comissão de Valores Mobiliários) and the Central do Brasil and any other applicable entity Bank of Brazil such information and documents related to the Deposited Securities, the Receipts and the Depositary’s obligations as may be requested by such authorities from time to time pursuant to paragraph 3, article 3 of Regulation Annex V to Resolution 1.289.87 (as published in Resolution 1.927/92) of the Brazilian National Monetary Council. In the event that the Depositary or the Custodian shall be advised in writing (the “Legal Warning”) by Brazilian counsel reasonably satisfactory to the Depositary that the Depositary or the Custodian reasonably could be subject to criminal or civil liabilities as a result of the Company having failed to provide to the CVM, CVM or the Banco Central do Brasil or any other applicable entity Bank of Brazil such information or documents available through the Company, the Depositary will immediately send a copy of the Legal Warning to the Company, shall have the right to immediately resign as Depositary by written notice to the Company and will not be subject to any liability hereunder or under the Deposit Agreement for such resignation or such determination, and the Company agrees to indemnify the Depositary, the Custodian and any of their respective officers, directors, employees, and agents against, and hold each of them harmless from any loss or liability of any kind incurred that arises under Section 7.9 of the Deposit Agreement. Upon effectiveness of such resignation, the Depositary shall otherwise be discharged from all of its obligations under the Deposit Agreement. Resignation pursuant to this paragraph shall be effected in accordance with Article (21); provided that, if the Company fails to appoint a new depositary within ninety (90) days of such resignation, the Deposit Agreement shall be terminated in accordance with Article (23) hereof and the Company or its designated agents will assume the obligations stated as the obligations of the Depositary in such Article.

Compliance with U.S. Securities Laws; Regulatory Compliance. Notwithstanding any provisions in this Receipt or the Deposit Agreement to the contrary, the withdrawal or delivery of Deposited Securities will not be suspended by the Company or the Depositary except as would be permitted by Section I.A.(1) of the General Instructions to the Form F-6 Registration Statement, as amended from time to time, under the Securities ActAct of 1933. The Depositary and the Company have confirmed to each other that, for as long as the Deposit Agreement is in effect, they shall comply with any requirements for registration of the amount of Deposited Securities with the Banco Central do Brasil Bank of Brazil and furnish the CVM, Brazilian securities regulatory authority (the Banco Comissáo de Valores Mobiliários) and the Central do Brasil and any other applicable entity Bank of Brazil such information and documents related to the Deposited Securities, the Receipts and the Depositary’s 's obligations as may be he requested by such authorities from time to time pursuant to paragraph 3, article 3 of Regulation Annex V to Resolution 1.289.87 (as published in Resolution 1.927/92) of the Brazilian National Monetary Council. In the event that the Depositary or the Custodian shall be advised in writing (the “"Legal Warning”") by Brazilian counsel reasonably satisfactory to the Depositary that the Depositary or the Custodian reasonably reasonably could be subject to criminal or civil liabilities as a result of the Company having failed to provide to the CVM, CVM or the Banco Central do Brasil or any other applicable entity Bank of Brazil such information or documents available through the Company, the Depositary will immediately send a copy of the Legal Warning to the Company, shall have the right to immediately resign as Depositary by written notice to the Company and will not be subject to any liability hereunder or under the Deposit Agreement for such resignation or such determination, and the Company agrees to indemnify the Depositary, the Custodian and any of their respective officers, directors, employees, and agents against, and hold each of them harmless from any loss or liability of any kind incurred that arises under Section 7.9 of the Deposit Agreement. Upon effectiveness of such resignation, the Depositary shall otherwise be discharged from all of its obligations under the Deposit Agreement. Resignation pursuant to this paragraph Article (24) shall be effected in accordance with Article (21); provided that, if the Company fails to appoint a new depositary within ninety (90) days of such resignation, the Deposit Agreement shall be terminated in accordance with Article (23) hereof and the Company or its designated agents will assume the obligations stated as the obligations of the Depositary in such Article.