Common use of Resignation and Removal of the Depositary Clause in Contracts

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Issuer, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commission. The Depositary may at any time be removed by the Issuer by 60 days prior written notice of such removal, which shall become effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commission. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 Issuer 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 Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Issuer, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer by 60 days prior written notice of such removal, which shall become removal effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 Issuer shall execute and deliver an and 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 Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by upon 60 days written notice of its election so to do (or a lesser amount of notice if satisfactory to the Issuer) delivered to the Issuer, such resignation Issuer and to take effect be effective upon the appointment of a successor depositary satisfactory to the Issuer and its acceptance of such appointment as hereinafter provided and provided, which appointment shall be on terms satisfactory to the receipt of any required approvals of the Brazilian National Securities CommissionIssuer in its sole discretion. The Depositary may at any time be removed by the Issuer by upon 60 days prior days' written notice of such removal, which shall become removal effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary satisfactory to the Issuer and its acceptance of such appointment as hereinafter provided and provided, which appointment shall be on terms satisfactory to the receipt of any required approvals of the Brazilian National Securities CommissionIssuer in its sole discretion. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 Issuer Issuer, 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 Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the IssuerCompany, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer Company by 60 days 90 days’ prior written notice of such removal, which shall to become effective upon the later to occur of (i) the 60th 90th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer Company shall use its commercially reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York; provided, however, that in the case of a resignation by the Depositary, the Company’s “commercially reasonable efforts” obligation to appoint a replacement depositary shall be limited to an appointment which is on terms no less favorable than those contained herein and at no greater expense as set forth in Section 5.09 hereto. Every successor depositary shall execute and deliver to its predecessor and to the Issuer Company an instrument in writing accepting its appointment hereunder, satisfactory in form and substance to the Company, 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 to it and on the written request of the Issuer 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 Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the IssuerCompany, such resignation to take effect upon the earlier of (i) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and or (ii) termination by the receipt of any required approvals Depositary pursuant to Section 6.02 of the Brazilian National Securities CommissionDeposit Agreement. The Depositary may at any time be removed by the Issuer Company by 60 120 days prior written notice of such removal, which shall to become effective upon the later to occur of (i) the 60th 120th day after delivery of the notice to the Depositary or and (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer Company shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 Issuer 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 Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Issuer, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commission. The Depositary may at any time be removed by the Issuer by 60 days prior written notice of such removal, which shall become effective upon the later to occur of (i) the 60th day after delivery of the notice to . In case at any time the Depositary acting hereunder shall resign or (ii) be removed, it shall continue to act as Depositary until the appointment of and acceptance by a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer shall use its reasonable best efforts to appoint a successor depositaryDepositary, which shall be a bank or trust company having 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 Issuer an instrument in writing accepting its appointment hereunder, and thereupon such each 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 Issuer shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, and such predecessor shall thereupon duly assignsign, 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 Owners of all outstanding ReceiptsOwners. Any such successor depositary shall promptly mail notice of its appointment to the Owners. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with a matter arising wholly after the removal or resignation of the Depositary, provided that the Depositary exercised its best judgment and good faith while it acted as Depositary. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the IssuerCompany, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commission. The Depositary may at any time be removed by the Issuer Company by 60 days days’ prior written notice of such removal, which shall to become effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commission. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer Company shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 Issuer 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 Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the IssuerCompany, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer Company by 60 days prior written notice of such removal, which shall become removal effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer Company shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 Issuer 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 Owners of all outstanding ReceiptsReceipts together with copies of such records in relation to the Receipts as the Company may reasonably request; provided, however, the Depositary shall not be required to divulge proprietary information as to the operation of its business. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the IssuerCompany, such resignation to take effect upon the earlier of (i) the 60th day after delivery thereof to the Company (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.2) or (ii) the appointment by the Company of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed as Depositary hereunder by the Issuer Company by 60 days prior written notice of such removal, which removal shall become effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary Depositary, or (ii) the appointment by the Company of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer Company shall use its commercially reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 Issuer 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 Owners Holders of all outstanding ReceiptsADSs together with copies of such records relating to ADSs as the Company or successor depositary may reasonably request. Any such successor depositary shall promptly mail provide notice of its appointment to the OwnersHolders. Any corporation entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the IssuerCompany, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer Company by 60 days prior written notice of such removal, which shall become removal effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer Company shall use its reasonable best efforts that are reasonable under the circumstances to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 to it and on the written request of the Issuer 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 Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the IssuerCompany, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer Company by 60 days 90 days’ prior written notice of such removal, which shall become effective upon the later to occur of (i) the 60th 90th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removedremoved and the Company does not elect to terminate this Agreement pursuant to Section 6.2, the Issuer Company shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 Issuer 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 Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by upon 90 days written notice of its election so to do delivered to the IssuerCompany, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer Company by 60 days prior written notice of such removal, which shall become removal effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer Company shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer Company an instrument in writing accepting its appointment hereunderhereunder and a new "Chapter XXVI Agreement" among the Central Bank, the Company and such successor depositary, 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 Issuer 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 Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners. The Depositary agrees that it will, after the appointment of any successor depositary, continue to cooperate with the Company and such successor depositary to arrange for the execution of an amendment to or a replacement of the Foreign Exchange Contract, and the Company agrees to (i) reimburse the Depositary for reasonable fees and expenses incurred by the Depositary in so cooperating with the Company, and (ii) indemnify the Depositary, its directors, employees, agents and affiliates and any Custodian against and hold each of them harmless from, any liability or expense (including, but not limited to, the reasonable fees and expense of counsel) which may arise out of such execution or such amendment or replacement. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the IssuerCompany, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer Company by 60 days prior written notice of such removal, which shall become removal effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer Company shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 to it and on the written request of the Issuer 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 Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Issuer, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed as Depositary by the Issuer by 60 days prior written notice of such removal, which shall become removal effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 predecessor provided, that such predecessor Depositary shall not be discharged from its obligations to the Issuer under Section 5.08 and such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Issuer shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, 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 Owners Holders of all outstanding Receipts, together with copies of such records in relation to the Receipts as the Issuer may reasonably request. Any such successor depositary shall promptly mail notice of its appointment within 30 days to the Ownerssuch Holders. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the IssuerCompany, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer Company by 60 days 120 days' prior written notice of such removal, which shall to become effective upon the later to occur of (i) the 60th 120th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer Company shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. If the Depositary gives notice of resignation and a successor depositary appointed by the Company does not accept its appointment within 60 days of the date of that notice, the Depositary may appoint a successor depositary. Every successor depositary shall execute and deliver to its predecessor and to the Issuer 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 Issuer 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 Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the IssuerCompany, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer Company by 60 days prior written notice of to the Depositary, such removal, which shall removal to become effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer Company shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 Issuer 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 Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the IssuerCompany pursuant to Section 6.02, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer Company by 60 90 days prior written notice of such removal, which shall to become effective upon the later to occur of (i) the 60th 90th day after delivery of the notice to the Depositary or and (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer Company shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 . Notwithstanding the foregoing (1) if such succession is the result of the removal of such predecessor, nevertheless, then upon (a) payment by the Company to such predecessor of all sums due and payable by the Company to such predecessor hereunder, (b) payment to such predecessor of all other sums due it by persons other than the Company pursuant to the terms of this Deposit Agreement, and on (c) the written request of the Issuer Company, such predecessor 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 Owners of all outstanding Receipts, or (2) if such succession is the result of the resignation of such predecessor, then upon (a) payment by the Company to such predecessor of all sums due and payable by the Company to such predecessor hereunder, and (b) the written request of the Company, such predecessor 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 Owners of all outstanding Receipts, provided, however, that such predecessor shall nevertheless be entitled to receive payment of all such other sums due it by persons other than the Company pursuant to the terms of this Deposit Agreement. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The ----------------------------------------- Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the IssuerCompany, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer Company by 60 days prior written notice of such removal, which shall become removal effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer Company shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 Issuer 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 Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the IssuerCompany, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer Company by 60 days prior written notice of such removal, which shall become removal effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer Company shall use its reasonable best efforts that are reasonable under the circumstances to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 Issuer 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 Owners of all outstanding Receipts, together with any materials, data, magnetic tapes or other computer records or other information necessary or advisable for such successor to perform fully its obligations hereunder. Such predecessor shall cooperate in good faith with the Company to permit such successor to perform its obligations hereunder as soon as possible following such successor's appointment hereunder. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by upon 30 days' written notice of its election so to do delivered to the Issuer, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer by 60 days prior upon 30 days' written notice of such removal, which shall become removal effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 Issuer 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 Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Issuer, such resignation to take effect upon the appointment of a successor depositary by the Issuer and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer by 60 days prior written notice of such removal, which shall become removal effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 Issuer 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 Owners of all outstanding ReceiptsOwners. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the IssuerCompany, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer Company by 60 days prior written notice of such removal, which shall become removal effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer Company shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 Issuer Company shall as promptly as practicable 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 as promptly as practicable deliver to such successor a list of the Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Issuer, such resignation to take effect upon the appointment of a successor depositary by the Issuer and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer by 60 days prior written notice of such removal, which shall become removal effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 Issuer 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 .title and interest in the Deposited Securities to such successor, and shall deliver to such successor a list of the Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Issuer, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer by 60 days prior written notice of such removal, which shall to become effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 predecessorpredecessor accruing from the acceptance of such appointment; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Issuer 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 Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the IssuerCompany, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer Company by 60 days prior written notice of such removal, which shall become removal effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer Company shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 Issuer 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 Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Issuer, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided. The effect of resignation if a successor depositary is not appointed is provided and the receipt of any required approvals of the Brazilian National Securities Commissionfor in Section 6.2. The Depositary may at any time be removed by the Issuer by 60 days prior written notice of such removal, which shall become effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 Issuer (a) 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 Owners of all outstanding Receipts, and (b) shall cease to be the Depositary and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with respect to the time before that discharge. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Issuer, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer by 60 90 days prior written notice of such removal, which shall become effective upon the later to occur of (i) the 60th 90th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 Issuer 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 Owners of all outstanding ReceiptsReceipts and such other books and records maintained by such predecessor and its agents with respect to functions the Depositary is specifically required to perform as Depositary hereunder. Such predecessor shall cooperate in good faith with the Issuer to permit such successor depositary to perform its obligations hereunder as soon as practicable following such successor depositary’s appointment hereunder. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Issuer, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer by 60 days prior written notice of such removal, which shall become removal effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and provided. If the receipt instrument of any acceptance by the successor depositary required approvals by this Section shall not have been delivered to the Depositary within 50 days after the giving of such notice of resignation or removal, the Depositary may, at the expense of the Brazilian National Securities CommissionIssuer, petition any court of competent jurisdiction for the appointment of a successor Depositary with respect to the Receipts. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New YorkYork and having a combined capital and surplus of at least $50,000,000. Every successor depositary shall execute and deliver to its predecessor and to the Issuer 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 Issuer 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 Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated or to which the Depositary shall sell all or substantially all of its corporate trust or stock transfer business shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by 60 days' written notice of its election so to do (or a lesser amount of notice if satisfactory to the Company) delivered to the Issuer, such resignation to take effect Company effective upon the appointment of a successor depositary satisfactory to the Company and its acceptance of such appointment as hereinafter provided and provided, which appointment shall be on terms satisfactory to the receipt of any required approvals of the Brazilian National Securities CommissionCompany in its sole discretion. The Depositary may at any time be removed by the Issuer Company by 60 days prior days' written notice of such removal, which shall become removal effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary satisfactory to the Company and its acceptance of such appointment as hereinafter provided and provided, which appointment shall be on terms satisfactory to the receipt of any required approvals of the Brazilian National Securities CommissionCompany in its sole discretion. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer Company shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 Issuer 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 Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the IssuerCompany, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer Company by 60 days prior written notice of such removal, which shall become removal effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of or such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer Company shall use its reasonable best efforts that are reasonable under the circumstances to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 Issuer 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 Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the IssuerCompany, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer Company by 60 days 90 days’ prior written notice of such removal, which shall to become effective upon the later to occur of (i) the 60th 90th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer Company shall use its commercially reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York; provided, however, that in the case of a resignation by the Depositary, the Company’s “commercially reasonable efforts” obligation to appoint a replacement depositary shall be limited to an appointment which is on terms no less favorable than those contained herein and at no greater expense as set forth in Section 5.09. Every successor depositary shall execute and deliver to its predecessor and to the Issuer Company an instrument in writing accepting its appointment hereunder, satisfactory in form and substance to the Company, 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 Issuer 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 Owners of all outstanding ReceiptsAmerican Depositary Shares. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the IssuerCompany, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commission. The Depositary may at any time be removed by the Issuer Company by 60 days days' prior written notice of such removal, which shall to become effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commission. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer Company shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 Issuer 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 Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the IssuerCompany, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer Company by 60 days prior written notice of such removal, which shall become removal effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer Company shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 Issuer 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 Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the IssuerCompany, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer Company by 60 days prior written notice of such removal, which shall become removal effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer Company shall use its all reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 predecessorpredecessor (other than as contemplated in Sections 5.8 and 5.9 of the Deposit Agreement); but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Issuer Company shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunderhereunder (other than as contemplated in Sections 5.8 and 5.9 of the Deposit Agreement), shall duly assign, transfer and deliver all Depositary’s right, title and interest in the Deposited Securities Property to such successor, and shall deliver to such successor a list of the Owners of all outstanding ReceiptsADSs. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the IssuerCompany, such resignation to take effect upon the earlier of (i) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and or (ii) termination by the receipt of any required approvals Depositary pursuant to Section 6.02 of the Brazilian National Securities CommissionDeposit Agreement. The Depositary may at any time be removed by the Issuer Company by 60 90 days prior written notice of such removal, which shall to become effective upon the later to occur of (i) the 60th 90th day after delivery of the notice to the Depositary or and (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer Company shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 Issuer 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 Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. Appointment ------------------------------------------------------ of Successor Depositary. The Depositary may at any time resign as Depositary ----------------------- hereunder by written notice of its election so to do delivered to the IssuerCompany, such resignation to take effect upon the appointment of a successor depositary Depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer Company by 60 days prior written notice of such removal, which shall become effective upon the later to occur of (i) the 60th day after delivery of the notice removal delivered to the Depositary or (ii) Depositary, such removal to take effect upon the appointment of a successor depositary Depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer shall use its reasonable best efforts to Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor depositaryDepositary, which shall be a bank or trust company having an its principal office in the Borough United States of ManhattanAmerica and having a combined capital and surplus of at least $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 City the resigning or removed Depositary may petition any court of New Yorkcompetent jurisdiction for the appointment of a successor Depositary. Every successor depositary Depositary shall execute and deliver to its predecessor and to the Issuer Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositaryDepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Issuer 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 Stock and any moneys or property held hereunder to such successor, and shall deliver to such successor a list of the Owners record holders of all outstanding Receipts. Any such successor depositary Depositary shall promptly mail notice of its appointment to the Ownersrecord holders of Receipts. Any corporation into or with which the Depositary may be merged merged, consolidated or consolidated 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 authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Resignation and Removal of the Depositary. Appointment ------------------------------------------------------ of Successor Depositary. The Depositary may at any time resign as Depositary ----------------------- hereunder by written notice of its election so to do resign delivered to the IssuerCompany, such resignation to take effect upon the appointment of a successor depositary Depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer Company by 60 days prior written notice of such removal, which shall become effective upon the later to occur of (i) the 60th day after delivery of the notice removal delivered to the Depositary or (ii) Depositary, such removal to take effect upon the appointment of a successor depositary Depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time If the Depositary acting hereunder shall at any time resign or be removed, the Issuer shall Company shall, within 45 days after the delivery of the notice of resignation or removal, as the case may be, use its reasonable best efforts to appoint a successor depositaryDepositary, which shall be a bank or trust company having an its principal office in the Borough United States of Manhattan, The City America and having a combined capital and surplus of New Yorkat least $50,000,000. Every successor depositary Depositary shall execute and deliver to its predecessor and to the Issuer Company an instrument in writing accepting its appointment hereunderhereunder and agreeing to become a party to this Deposit Agreement, and thereupon such successor depositaryDepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Issuer 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 Stock and any moneys or property held hereunder to such successor, successor and shall deliver to such successor a list of the Owners record holders of all outstanding Receipts. Any such successor depositary Depositary shall promptly mail notice of its appointment to the Ownersrecord holders of Receipts. Any corporation or other entity into or with which the Depositary may be merged merged, consolidated or consolidated converted, or to which the Depositary may sell all or substantially all its assets, shall be the successor of the such Depositary without the execution or filing of any document or any further act. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Resignation and Removal of the Depositary. Appointment of Successor ------------------------------------------------------------------- Depositary. 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 IssuerCompany, such resignation to take effect be effective on the earlier of (i) the 90th day after delivery thereof to the Company, or (ii) upon the appointment by the Company of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary may at any time be removed by the Company by written notice of such removal which notice shall be effective on the earlier of (i) the 90th day after delivery thereof to the Depositary, or (ii) upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and in the receipt of any required approvals of the Brazilian National Securities Commission. The Depositary may at any time be removed by the Issuer by 60 days prior written notice of such removal, which shall become effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities CommissionDeposit Agreement. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer Company shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The the City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Issuer 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, nevertheless. The predecessor depositary, upon payment of all sums due it and on the written request of the Issuer 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 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 Owners Holders of all outstanding ReceiptsReceipts and such other information relating to Receipts and Holders thereof as the successor may reasonably request. Any such successor depositary shall promptly mail notice of its appointment to the Ownerssuch Holders. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. Appointment of --------------------------------------------------------- Successor Depository. The Depositary may at any time resign as Depositary -------------------- hereunder by written notice of its election so to do so delivered to the IssuerCompany, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer Company by 60 days prior written notice of such removalremoval delivered to the Depositary, which shall become such removal becoming effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer shall use its reasonable best efforts to Company shall, within 60 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 an its principal office in the Borough United States and having a combined capital and surplus of Manhattanat least [$100,000,000.] If no successor depositary shall have been so appointed and have accepted appointment within 60 days after the delivery of such notice of resignation or removal, The City the resigning or removed Depositary may petition any court of New Yorkcompetent jurisdiction for the appointment of a successor depositary. Such court may thereupon, after such notice, if any, as it may deem proper, appoint a successor depositary. Every successor depositary shall execute and deliver to its predecessor and to the Issuer 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 Issuer Company shall execute and deliver an instrument transferring to such successor depositary all rights and powers of such predecessor hereunder, hereunder and shall duly assign, transfer and deliver all right, title and interest in the Deposited Securities Cumulative Preferred Stock and all cash and property held in respect thereof to such successor, and shall deliver to such successor a list of the Owners of all outstanding Receipts. Any such successor depositary The Depositary shall promptly mail notice of its the appointment of a successor depositary to the Ownersrecord holders of Depositary Shares. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the such Depositary without the execution or filing of any document or any further act. Such successor Depositary may authenticate Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Resignation and Removal of the Depositary. Appointment of Successor ------------------------------------------------------------------- Depositary. The Depositary may at any time resign as Depositary hereunder by ---------- written notice of its election so to do resignation delivered to the IssuerCompany, such resignation to be effective on the earlier of (i) the 60th day after delivery thereof to the Company (whereupon the Depositary shall be entitled to take effect the actions contemplated in Section 6.2 hereof), or (ii) upon the appointment by the Company of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer Company by 60 days prior written notice of such removal, which removal shall become be effective upon on the later to occur earlier of (i) the 60th day after delivery of the notice thereof to the Depositary (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.2 hereof), or (ii) upon the appointment by the Company of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer Company shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 the Issuer 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, nevertheless. The predecessor depositary, upon payment of all sums due it and on the written request of the Issuer shall 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), 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 Owners Holders of all outstanding ReceiptsReceipts and such other information relating to Receipts and Holders thereof as the successor may reasonably request. Any such successor depositary shall promptly mail notice of its appointment to the Ownerssuch Holders. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the IssuerCompany, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer Company by 60 days prior written notice of such removal, which shall become removal effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer Company shall use its commercially reasonable best efforts that are reasonable under the circumstances to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 predecessorpredecessor (other than as contemplated in Sections 5.08 and 5.09); but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Issuer Company shall 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), shall duly assign, transfer and deliver all of the Depositary’s right, title and interest in the Deposited Securities Property to such successor, and shall deliver to such successor a list of the Owners of all outstanding ReceiptsADSs. Any such successor depositary shall promptly mail distribute notice of its appointment to the all Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. Appointment ------------------------------------------------------ of Successor Depositary. The Depositary may at any time resign as Depositary ----------------------- hereunder by written notice of its election so to do delivered to the IssuerCompany, such resignation to take effect upon the appointment of a successor depositary Depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer Company by 60 days prior written notice of such removal, which shall become effective upon the later to occur of (i) the 60th day after delivery of the notice removal delivered to the Depositary or (ii) Depositary, such removal to take effect upon the appointment of a successor depositary Depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall at any time resign or be removed, the Issuer shall use its reasonable best efforts to Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor depositaryDepositary, which shall be a bank or trust company having an its principal office in the Borough United States of Manhattan, The City America and having a combined capital and surplus of New Yorkat least $50,000,000. Every successor depositary Depositary shall execute and deliver to its predecessor and to the Issuer Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositaryDepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Issuer 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 Stock and any moneys or property held hereunder to such successor, successor and shall deliver to such successor a list of the Owners record holders of all outstanding Receipts. Any such successor depositary Depositary shall promptly mail notice of its appointment to the Ownersrecord holders of Receipts. Any corporation into or with which the Depositary may be merged merged, consolidated or consolidated converted shall be the successor of the such Depositary without the execution or filing of any document or or, any further act. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the IssuerCompany, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer Company by 60 120 days prior written notice of such removal, which shall to become effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer Company shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 Issuer 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 Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Issuer, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer by 60 days prior written notice of such removal, which shall become removal effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer shall use its commercially reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 Issuer 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 Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do so delivered to the IssuerCompany, such resignation to take effect upon the earlier of (i) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and or (ii) termination by the receipt of any required approvals of the Brazilian National Securities CommissionDepositary pursuant to Section 6.02 hereof. The Depositary may at any time be removed by the Issuer Company by 60 ninety (90) days prior written notice of such removal, which shall to become effective upon the later to occur of (i) the 60th day ninetieth (90th)day after delivery of the notice to the Depositary or and (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer Company shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 Issuer 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 Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may ----------------------------------------- at any time resign as Depositary hereunder by written notice of its election so to do delivered to the IssuerCompany, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer Company by 60 days prior written notice of such removal, which shall become removal effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer Company shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 Issuer 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 Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the IssuerCompany, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer Company by 60 days prior written notice of such removal, which shall become removal effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer Company shall use its reasonable best efforts that are reasonable under the circumstances to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 Issuer 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 Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to each of the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Issuer, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer by 60 days prior written notice of such removal, which shall become effective upon the later to occur of (i) the 60th day after delivery of the notice removal to the Depositary or (ii) effective upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 Issuer 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 Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Issuer, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer by 60 days prior written notice of such removal, which shall become effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer shall use its commercially reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 Issuer 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 Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the IssuerCompany, such resignation to take effect upon the earlier of (i) the 60th day after delivery thereof to the Company (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.2) or (ii) the appointment by the Company of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed as Depositary hereunder by the Issuer Company by 60 days prior written notice of such removal, which removal shall become effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary Depositary, or (ii) the appointment by the Company of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer Company shall use its commercially reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 Issuer 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 Depositary’s right, title and interest in to the Deposited Securities Property to such successor, and shall deliver to such successor a list of the Owners Holders of all outstanding ReceiptsADSs together with copies of such records relating to ADSs as the Company or successor depositary may reasonably request. Any such successor depositary shall promptly mail provide notice of its appointment to the OwnersHolders. Any corporation entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the IssuerCompany, such resignation to take effect upon the earlier of (i) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and or (ii) termination by the receipt of any required approvals Depositary pursuant to Section 6.02 of the Brazilian National Securities CommissionDeposit Agreement. The Depositary may at any time be removed by the Issuer Company by 60 days prior written notice of such removal, which shall to become effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or and (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer Company shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 Issuer 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 Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the IssuerCompany, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer Company by 60 days prior written notice of such removal, which shall become removal effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer Company shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New YorkXxx Xxxx xx Xxx Xxxx. Every successor depositary shall execute and deliver to its predecessor and to the Issuer 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 Issuer 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 Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated or to which the Depositary may transfer its depositary receipt business shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. Appointment of Successor Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the IssuerCompany, such resignation to take effect upon the appointment of a successor depositary Depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer Company by 60 days prior written notice of such removal, which shall become effective upon the later to occur of (i) the 60th day after delivery of the notice removal delivered to the Depositary or (ii) Depositary, such removal to take effect upon the appointment of a successor depositary Depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall at any time resign or be removed, the Issuer shall use its reasonable best efforts to Company shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor depositaryDepositary, which shall be a bank or trust company having an its principal office in the Borough United States of Manhattan, The City America and having a combined capital and surplus of New Yorkat least $50,000,000. Every successor depositary Depositary shall execute and deliver to its predecessor and to the Issuer Company an instrument in writing accepting its appointment hereunderhereunder and agreeing to become a party to this Agreement, and thereupon such successor depositaryDepositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Issuer 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 Stock and any monies or property held hereunder to such successor, successor and shall deliver to such such successor a list of the Owners record holders of all outstanding Receipts. Any such successor depositary Depositary shall promptly mail notice of its appointment appoint ment to the Ownersrecord holders of Receipts. Any corporation or other entity into or with which the Depositary may be merged merged, consolidated or consolidated converted, or to which the Depositary may sell all or substantially all its assets, shall be the successor of the such Depositary without the execution or filing of any document or any further act. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the IssuerCompany, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer by 60 days Company upon at least 30 days’ prior written notice of such removal, which shall to become effective upon the later to occur of (i) the 60th 30th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer Company shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer an Company any instrument in writing accepting its appointment hereunderhereunder and enter into any amendment to the Foreign Investment Contract and take any other action that is required under applicable law, 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 Issuer 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 Owners of all outstanding ReceiptsReceipts and any other information from its records relating to the Receipts as such successor may reasonably request. Any such successor depositary shall promptly mail notice of its appointment to the Owners. The Depositary agrees that it will, after the appointment of any successor depositary, cooperate in good faith with the Company and such successor depositary, including but not limited to, arranging for the execution of an amendment to or a replacement of the Foreign Investment Contract, if required. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the IssuerBank, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed as Depositary by the Issuer Bank by 60 days prior written notice of such removal, which shall become removal effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer Bank shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer Bank 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 predecessor provided, that such predecessor Depositary shall not be discharged from its obligations to the Bank under Section 5.08 and such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Issuer Bank shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, 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 Owners Holders of all outstanding Receipts, together with copies of such records in relation to the Receipts as the Bank may reasonably request. Any such successor depositary shall promptly mail notice of its appointment to the Ownerssuch Holders. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Subject to Section 6.2, the Depositary may at any time resign as Depositary hereunder by written notice of its election so to do so delivered to the IssuerCompany, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and provided. Subject to Section 6.2, the receipt of any required approvals of the Brazilian National Securities Commission. The Depositary may at any time be removed by the Issuer Company by 60 days prior written notice of such removal, which shall become removal effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer Company shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 Issuer Company, shall execute and deliver an instrument instrument, which shall include such provisions as may be necessary to validly transfer title to the Deposited Securities to the successor depositary in accordance with Japanese law, 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 Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary ----------------------------------------- may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the IssuerCompany, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer Company by 60 days prior written notice of such removal, which shall become removal effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer Company shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 Issuer 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 Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Issuer, such resignation to take effect Issuer effective upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer by 60 days prior written notice of such removal, which shall become removal effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 Issuer Issuer, 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 Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by upon 90 days written notice of its election so to do delivered to the IssuerCompany, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer Company by 60 days prior written notice of such removal, which shall become removal effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer Company shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer Company an instrument in writing accepting its appointment hereunderhereunder and a newenter into an amendment of the "Chapter XXVI Agreement" among the Central Bank, the Depositary, the Company and such successor depositary, and/or enter into any other agreement as may be required by applicable law, 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 Issuer 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 Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners. The Depositary agrees that it will, after the appointment of any successor depositary, continue to cooperate with the Company and such successor depositary to arrange for the execution of an amendment to or a replacement of the Foreign Exchange Contract, and the Company agrees to (i) reimburse the Depositary for reasonable fees and expenses incurred by the Depositary in so cooperating with the Company, and (ii) indemnify the Depositary, its directors, employees, agents and affiliates and any Custodian against and hold each of them harmless from, any liability or expense (including, but not limited to, the reasonable fees and expense of counsel) which may arise out of such execution or such amendment or replacement. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Issuer, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer by 60 days prior written notice of such removal, which shall become removal effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 Issuer 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 Owners of all outstanding ReceiptsAmerican Depositary Shares. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Issuer, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer by 60 30 days prior written notice of such removal, which shall become effective upon the later to occur of (i) the 60th 30th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its such successor depositary's acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 Issuer 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 Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Issuer, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed as depositary hereunder by the Issuer by 60 90 days prior written notice of such removal, which shall to become effective upon the later to occur of (i) the 60th 90th day after delivery of the notice to the Depositary or and (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 Issuer shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, and such predecessor shall thereupon 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 Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Issuer, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer by 60 days prior written notice of such removal, which shall become effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 Issuer 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 Owners of all outstanding ReceiptsAmerican Depositary Shares. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the IssuerCompany, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer Company by 60 days prior written notice of such removal, which shall become removal effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer Company shall use its reasonable best efforts that are reasonable under the circumstances to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 Issuer Company shall execute and deliver an instrument transferring to such successor all rights 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 Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the IssuerCompany pursuant to Section 6.02, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer Company by 60 days prior written notice of such removal, which shall become removal effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer Company shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 . Notwithstanding the foregoing (1) if such succession is the result of the removal of such predecessor, nevertheless, then upon (a) payment by the Company to such predecessor of all sums due and payable by the Company to such predecessor, (b) payment to such predecessor of all other sums due it by persons other than the Company pursuant to the terms of this Agreement, and on (c) the written request of the Issuer Company, such predecessor 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 Owners of all outstanding Receipts, and (2) if such succession is the result of the resignation of such predecessor, then (a) upon payment by the Company to such predecessor of all sums due and payable by the Company to such predecessor, and (b) the written request of the Company, such predecessor 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 Owners of all outstanding Receipts, provided, however, that such predecessor shall nevertheless be entitled to receive payment of all such other sums due it by persons other than the Company pursuant to the terms of this Agreement. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. Appointment of Successor ------------------------------------------------------------------- Depositary. 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 IssuerCompany, such resignation to take effect be effective on the earlier of (i) the 60th day after delivery thereof to the Company, or (ii) upon the appointment of a successor depositary by the Company and its acceptance of such appointment as hereinafter provided and in the receipt of any required approvals of the Brazilian National Securities CommissionDeposit Agreement. The Depositary may at any time be removed by the Issuer Company by 60 days prior written notice of such removal, removal which notice shall become be effective upon on the later to occur earlier of (i) the 60th day after delivery of the notice thereof to the Depositary Depositary, or (ii) upon the appointment of a successor depositary by the Company and its acceptance of such appointment as hereinafter provided and in the receipt of any required approvals of the Brazilian National Securities CommissionDeposit Agreement. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer Company shall use its reasonable best efforts to appoint a successor depositary, depositary which shall be a bank or trust company having an office in the Borough of Manhattan, The the City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Issuer 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. The predecessor depositary, upon payment of all sums due it and on the written request of the Issuer 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 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 Owners Holders of all outstanding ReceiptsReceipts and such other information relating to Receipts and Holders thereof as the successor may reasonably request. Any such successor depositary shall promptly mail notice of its appointment to the Ownerssuch Holders. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. APPOINTMENT OF SUCCESSOR ------------------------------------------------------------------- CUSTODIAN. ---------- The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the IssuerCompany pursuant to Section 6.02 of the Deposit Agreement, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer Company by 60 days prior written notice of such removal, which shall become removal effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer Company shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 . Notwithstanding the foregoing (1) if such succession is the result of the removal of such predecessor, nevertheless, then upon (a) payment by the Company to such predecessor of all sums due and payable by the Company to such predecessor, (b) payment to such predecessor of all other sums due it by persons other than the Company pursuant to the terms of the Deposit Agreement, and on (c) the written request of the Issuer Company, such predecessor shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunderunder the Deposit Agreement, 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 Owners of all outstanding Receipts, and (2) if such succession is the result of the resignation of such predecessor, then (a) upon payment by the Company to such predecessor of all sums due and payable by the Company to such predecessor, and (b) the written request of the Company, such predecessor shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor under the Deposit Agreement, 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 Owners of all outstanding Receipts, provided, however, that such predecessor shall nevertheless be entitled to receive payment of all such other sums due it by persons other than the Company pursuant to the terms of the Deposit Agreement. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which Whenever the Depositary may be merged or consolidated shall be in its discretion determines that it is in the successor best interest of the Depositary without the execution Owners of Receipts to do so, it may appoint a substitute or filing of any document additional custodian or any further actcustodians.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the IssuerCompany, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer Company by 60 days prior written notice of such removal, which shall become removal effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer Company shall use its reasonable best efforts that are reasonable under the circumstances to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 [R1] on the written request of the Issuer 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 Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. 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 IssuerCompany, such resignation to take effect be effective on the earlier of (i) the 90th day after delivery thereof to the Company, or (ii) upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and in the receipt of any required approvals of the Brazilian National Securities CommissionDeposit Agreement. The Depositary may at any time be removed by the Issuer Company by 60 days prior written notice of such removal, which removal shall become be effective upon on the later to occur earlier of (i) the 60th day after delivery of the notice thereof to the Depositary Depositary, or (ii) upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and in the receipt of any required approvals of the Brazilian National Securities CommissionDeposit Agreement. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer Company shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The the City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Issuer 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, nevertheless. The predecessor depositary, upon payment of all sums due it and on the written request of the Issuer 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 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 Owners Holders of all outstanding ReceiptsADRs and such other information relating to ADRs and Holders thereof as the successor may reasonably request. Any such successor depositary shall promptly mail provide notice of its appointment to the Ownerssuch Holders. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. Appointment of Successor ------------------------------------------------------------------- Depositary. 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 IssuerCompany, such resignation to take effect be effective on the earlier of (i) the 90th day after delivery thereof to the Company, or (ii) upon the appointment by the Company of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary may at any time be removed by the Company by written notice of such removal which notice shall be effective on the earlier of (i) the 90th day after delivery thereof to the Depositary, or (ii) upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and in the receipt of any required approvals of the Brazilian National Securities Commission. The Depositary may at any time be removed by the Issuer by 60 days prior written notice of such removal, which shall become effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities CommissionDeposit Agreement. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer Company shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The the City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Issuer 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 5.8 and 5.9) of the Deposit Agreement. The predecessor depositary, upon payment of all sums due it and on the written request of the Issuer 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 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 Owners Holders of all outstanding ReceiptsReceipts and such other information relating to Receipts and Holders thereof as the successor may reasonably request. Any such successor depositary shall promptly mail distribute notice of its appointment to the Ownerssuch Holders. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Issuer, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer by 60 days prior written notice of such removal, which shall become removal effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute ex­ecute and deliver to its predecessor and to the Issuer an instrument 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 to it and on the written request of the Issuer shall execute and deliver an instrument transferring to such successor all rights and powers 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 Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by 90 days prior written notice of its election so to do so delivered to the IssuerCompany, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commission. The Depositary may at any time be removed by the Issuer by 60 days prior written notice of such removal, which shall become effective upon the later to occur of (i) the 60th 90th day after delivery of the notice to the Depositary or Company and (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and provided. The Depositary may at any time be removed by the receipt Company by 90 days prior written notice of any required approvals such removal, to become effective upon the later of (i) the 90th day after delivery of the Brazilian National Securities Commissionnotice to the Depositary and (ii) 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 Issuer Company shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 Issuer 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 Owners of all outstanding ReceiptsAmerican Depositary Shares. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Issuer, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer by 60 days prior written notice of such removal, which shall become removal effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 Issuer 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 Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the IssuerCompany, such resignation to be effective on the earlier of (i) the 180th day after delivery thereof to the Company (the “Resignation Waiting Period”) (whereupon the Depositary shall be entitled to take effect upon the actions contemplated in Section 6.02), or (ii) the appointment by the Company of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer Company by 60 days prior written notice of such removal, which removal shall become be effective upon on the later to occur of (i) the 60th 180th day after delivery of the notice thereof to the Depositary (the “Removal Waiting Period”), unless waived by the Depositary, or (ii) upon the appointment by the Company of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer Company shall use its reasonable best efforts that are reasonable under the circumstances to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 predecessorpredecessor (other than as contemplated in Sections 5.08 and 5.09); but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Issuer Company shall 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), 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 Owners Holders of all outstanding ReceiptsADSs. Any such successor depositary shall promptly mail distribute notice of its appointment to the OwnersHolders. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the IssuerCompany, such resignation to take effect upon the appointment by the Company of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer Company by 60 days prior written notice of such removal, which shall become removal effective upon the later to occur of (i) appointment by the 60th day after delivery of the notice to the Depositary or (ii) the appointment Company of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer Company shall use its reasonable best efforts that are reasonable under the circumstances to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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, neverthelesspredecessor (other than as contemplated in Sections 5.08 and 5.09). The predecessor depositary, upon payment of all sums due it and on the written request of the Issuer 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), shall (ii) duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall (iii) deliver to such successor a list of the Owners Holders of all outstanding 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 OwnersHolders. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the IssuerCompany, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer Company by 60 days prior written notice of such removal, which shall become removal effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer Company shall use its reasonable best efforts that are reasonable under the circumstances to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 Issuer 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 Owners Holders of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the OwnersHolders. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by 60 days’ written notice of its election so to do (or a lesser amount of notice if satisfactory to the Issuer) delivered to the Issuer, such resignation to take effect Issuer effective upon the appointment of a successor depositary satisfactory to the Issuer and its acceptance of such appointment as hereinafter provided and provided, which appointment shall be on terms satisfactory to the receipt of any required approvals of the Brazilian National Securities CommissionIssuer in its sole discretion. The Depositary may at any time be removed by the Issuer by 60 days prior days’ written notice of such removal, which shall become removal effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary satisfactory to the Issuer and its acceptance of such appointment as hereinafter provided and provided, which appointment shall be on terms satisfactory to the receipt of any required approvals of the Brazilian National Securities CommissionIssuer in its sole discretion. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 Issuer Issuer, 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 Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the IssuerCompany, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and provided, which appointment shall be on terms satisfactory to the receipt of any required approvals of the Brazilian National Securities CommissionCompany in its sole discretion. The Depositary may at any time be removed by the Issuer Company by 60 days 90 days’ prior written notice of such removal, which shall become effective upon the later to occur of (i) the 60th 90th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary satisfactory to the Company and its acceptance of such appointment as hereinafter provided and provided, which appointment shall be on terms satisfactory to the receipt of any required approvals of the Brazilian National Securities CommissionCompany in its sole discretion. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer Company shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 Issuer 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 current and accurate list of the Owners of all outstanding ReceiptsReceipts together with any materials, data or computer records reasonably necessary for such successor to perform its obligations hereunder. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. Appointment of Successor Depositary. --------------------------------------------------------------------------- The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do so delivered to the IssuerCompany, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer Company by 60 days prior written notice of such removal, which shall become effective upon the later to occur of (i) the 60th day after delivery of the notice removal delivered to the Depositary or (ii) Depositary, such removal to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer shall use its reasonable best efforts to Company shall, within 60 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 an its principal office in the Borough United States of ManhattanAmerica and having a combined capital and surplus of at least $50,000,000. If a successor depositary shall not have been appointed in 60 days, The City the resigning Depositary may petition a court of New Yorkcompetent jurisdiction to appoint a successor depositary. Every successor depositary shall execute and deliver to its predecessor and to the Issuer 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 predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Issuer Company, 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 rightrights, title and interest in the Deposited Securities deposited Preferred Shares and any moneys or property held hereunder to such successor, successor and shall deliver to such successor a list of the Owners record holders of all outstanding Preference Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Ownersrecord holders of Preference Receipts. Any corporation into or with which the Depositary may be merged merged, consolidated or consolidated converted shall be the successor of the such Depositary without the execution or filing of any document or any further act. Such successor depositary may execute the Preference Receipts either in the name of the predecessor depositary or in the name of the successor depositary.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the IssuerBank, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commission. The Depositary may at any time be removed as Depositary by the Issuer Bank by 60 days prior written notice of such removal, which shall become removal effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commission. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer Bank shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer Bank 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 predecessor provided, that such predecessor Depositary shall not be discharged from its obligations to the Bank under Section 5 08 and such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Issuer Bank shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, 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 Owners Holders of all outstanding Receipts, together with copies of such records in relation to the Receipts as the Bank may reasonably request. Any such successor depositary shall promptly mail notice of its appointment to the Ownerssuch Holders. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. Appointment ------------------------------------------------------ of Successor Depositary. ----------------------- The Depositary may at any time resign as Depositary hereunder by written notice via registered mail of its election so to do so delivered to the IssuerCompany, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer Company by 60 days prior written notice of such removal, which shall become effective upon the later to occur of (i) the 60th day after delivery of the notice removal delivered to the Depositary or (ii) Depositary, such removal to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer shall use its reasonable best efforts to Company shall, within 45 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 company, or an affiliate of a bank or trust company, having an its principal office in the Borough United States of ManhattanAmerica and having a combined capital and surplus of at least $50,000,000. If a successor depositary shall not have been appointed in 45 days, The City the resigning or removed Depositary may petition a court of New Yorkcompetent jurisdiction to appoint a successor depositary. Every successor depositary shall execute and deliver to its predecessor and to the Issuer 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 predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Issuer Company, 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 rightrights, title and interest in the Deposited Securities Stock and any moneys or property held hereunder to such successor, successor and shall deliver to such successor a list of the Owners record holders of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Ownersrecord holders of Receipts. Any corporation into or with which the Depositary may be merged merged, consolidated or consolidated converted shall be the successor of the such Depositary without the execution or filing of any document or any further act. Such successor depositary may execute the Receipts either in the name of the predecessor depositary or in the name of the successor depositary.

Resignation and Removal of the Depositary. 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 Issuer, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and in the receipt of any required approvals of the Brazilian National Securities CommissionDeposit Agreement. The Depositary may at any time be removed by the Issuer by 60 90 days prior written notice of such removal, which shall become effective upon the later to occur of the (i) the 60th 90th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and in the receipt of any required approvals of the Brazilian National Securities CommissionDeposit Agreement. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer shall use its reasonable best efforts that are reasonable under the circumstances to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 Issuer 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 Owners of all outstanding Receipts. Any such successor depositary shall promptly mail distribute notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the IssuerCompany, 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 effective upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commission. The Depositary may at any time be removed by the Issuer by 60 days prior written notice of such removal, which shall become effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer Company shall use its all reasonable best efforts ef­forts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute ex­ecute and deliver to its predecessor and to the Issuer Company an instrument 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, powerspow­ers, duties and obligations of its predecessor; but such predecessorpre­decessor, nevertheless, upon payment of all sums due it and on the written request of the Issuer Company shall execute and deliver an instrument transferring to such successor all rights and powers 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 suc­cessor a list of the Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do so delivered to the IssuerCompany, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer Company by 60 days prior written notice of such removal, which shall become removal effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer Company shall use its reasonable best efforts that are reasonable under the circumstances to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 Issuer 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 Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by 120 days prior written notice of its election so to do delivered to the Issuer, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commission. The Depositary may at any time be removed by the Issuer by 60 120 days prior written notice of such removal, which shall to become effective upon the later to occur of (i) the 60th 120th day after delivery of the notice to the Depositary or and (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 Issuer 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 Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners. In case at any time the Depositary acting hereunder shall resign or be removed, it shall continue to act as Depositary for the purpose of terminating this Deposit Agreement pursuant to Section 6.2. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Issuer, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer by 60 days prior written notice of such removal, which shall become removal effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 Issuer 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 Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Issuer, such resignation to take effect Issuer effective upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer by 60 days prior written notice of such removal, which shall become removal effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 Issuer Issuer, 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 all materials necessary to enable the successor depositary to carry out the responsibilities of the Depositary hereunder, including, but not limited to, a list of the Owners of all outstanding Receipts. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Notwithstanding the foregoing, any resignation or removal and appointment of a successor Depositary shall not relieve the prior depositary or the Issuer from its obligations and liabilities pursuant to Section 5.08. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary hereunder by 60 days written notice of its election so to do delivered to the Issuer, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. The Depositary may at any time be removed by the Issuer by 60 days prior written notice of such removal, which shall become effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided and the receipt of any required approvals of the Brazilian National Securities Commissionprovided. In case at any time the Depositary acting hereunder shall resign or be removed, the Issuer shall use its reasonable best efforts to appoint a successor depositary, which shall be a bank or trust company having 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 Issuer 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 Issuer 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 Owners of all outstanding ReceiptsReceipts and such other books and records maintained by such predecessor and its agents with respect to is function as Depositary hereunder. Any such successor depositary shall promptly mail notice of its appointment to the Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.