Common use of The Custodian Clause in Contracts

The Custodian. The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreement. Any Custodian may resign from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld), each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Custodian or its successor shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it it, and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreement, but only for the failure of the Custodian to perform its duties specifically set forth in this Deposit Agreement without negligence or bad faith. Any The Custodian may resign and be discharged from its duties hereunder by written notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the The Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld)custodian, each of which shall thereafter be a the Custodian hereunder. The Depositary may discharge any the Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld)Custodian. Whenever the The Depositary may in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute or additional custodian or custodianscustodian, which shall thereafter be one of the Custodians Custodian hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days as promptly as practicable and, if practicable, prior to the date on which effectiveness of such appointment is to become effectiveappointment. Upon demand of the Depositary any Depositary, the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to any other Custodian or such the substitute or additional custodian or custodianscustodian. Each such The substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, The Depositary agrees with the Depositary Company that at no time shall give notice thereof there be more than one Custodian acting in writing to all Ownersconnection with this Deposit Agreement. Upon the appointment of any successor depositary hereunder, each the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Depositary, after consultation with the Company, shall from time to time appoint one or more agents to act for it as Custodian hereunder. The Depositary has initially appointed Korea Securities Depository as custodian and agent of the Depositary for the purpose of this Deposit Agreement. The Custodian in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary and shall be responsible solely to it and it. If the Depositary shall be responsible for receives a notice of the compliance by resignation of the Custodian with the applicable provisions of this Deposit Agreement. Any Custodian may resign from its duties hereunder by notice and upon effectiveness of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall would be no Custodian acting hereunder, the Depositary shall, promptly after receiving such noticenotice and after consultation with the Company, appoint a substitute custodian which shall thereafter be the Custodian hereunder. Such resignation of the Custodian shall take effect upon the appointment of a successor custodian and its acceptance of such appointment. The Depositary, after consultation with the Company, when it determines that it is appropriate to do so, may appoint a substitute or custodians approved by the Company (such approval not to be unreasonably withheld)an additional custodian, each of which shall thereafter be a Custodian hereunder. The Depositary may discharge Immediately upon any change of Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such changeCustodians, the Depositary shall at its own expense give notice thereof in writing to all OwnersHolders. Upon the appointment of any successor depositary hereunder, each any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Custodian or its successor shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any The Custodian may resign and be discharged from its duties hereunder by written notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld)custodian, each of which shall thereafter be a the Custodian hereunder. The Depositary may discharge any the Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld)discharged. Whenever the Depositary in its reasonable discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute or additional custodian or custodianscustodian, which shall thereafter be one of the Custodians Custodian hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Depositary, the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to any other Custodian or such the substitute or additional custodian or custodianscustodian. Each such The substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, The Depositary agrees with the Depositary Company that at no time shall give notice thereof there be more than one Custodian acting in writing to all Ownersconnection with this Deposit Agreement. Upon the appointment of any successor depositary hereunder, each the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Custodian or its successor shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any The Custodian may resign and be discharged from its duties hereunder by written notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the The Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld)custodian, each of which shall thereafter be a the Custodian hereunder. The Depositary may discharge any the Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld)discharged. Whenever the The Depositary may in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute or additional custodian or custodianscustodian, which shall thereafter be one of the Custodians Custodian hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Depositary, the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to any other the substitute custodian. The Depositary agrees with the Company that at no time shall there be more than one Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory acting in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to all Ownersconnection with this Deposit Agreement. Upon the appointment of any successor depositary hereunder, each the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Custodian shall will be subject at all times and in all respects to the directions of the Depositary Trustee and shall will be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary Trustee at least 30 60 days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall would be no Custodian acting hereunder, the Depositary Trustee shall, promptly after receiving such notice, with the written approval of the Sponsor (which approval shall not be unreasonably withheld or delayed), appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld)custodians, each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary Trustee in its discretion determines that it is in the best interest of the Registered Owners to do so, it may with the written approval of the Sponsor (which approval shall not be unreasonably withheld or delayed), appoint a substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder. The Depositary After the date of this Agreement, the Trustee shall notify not enter into or amend any custody agreement with a Custodian without the Company written approval of the appointment of a substitute Sponsor (which approval shall not be unreasonably withheld or additional Custodian at least 30 days prior to the date on which such appointment is to become effectivedelayed). Upon demand of the Depositary Trustee any Custodian shall deliver such of the Deposited Securities Gold held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the DepositaryTrustee, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to all OwnersTrustee. Upon the appointment of any successor depositary Trustee hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary Trustee and the appointment of such successor depositary Trustee shall in no way impair the authority of each Custodian hereunder; but the successor depositary Trustee so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositaryTrustee.

The Custodian. The Depositary has initially appointed Banco de Chile as custodians and agents of the Depositary for the purpose of the Deposit Agreement. A Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective, and the Depositary shall provide the Company prompt notice of any such resignation. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld)custodians, each of which shall thereafter be a the Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners Holders to do so, it may appoint a substitute or additional custodian or custodianscustodian, which shall thereafter be one of the Custodians Custodian hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon , and upon demand of the Depositary any Custodian the predecessor custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodiansand such other books and records maintained by such predecessor with respect to its function as the Custodian hereunder. Each such substitute or additional custodian shall deliver to the DepositaryDepositary and the Company, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after Immediately upon any such change, the Depositary shall give notice thereof in writing to the Company and all OwnersHolders of ADSs. Citibank, N.A. may at any time act as Custodian of the Deposited Securities pursuant to the Deposit Agreement, in which case any reference to Custodian shall mean Citibank, N.A. solely in its capacity as Custodian pursuant to the Deposit Agreement. The Depositary shall give prompt notice to the Company of its acting as Custodian pursuant to the Deposit Agreement but shall not be obligated to give notice to any Holders of ADSs or other Custodian. Upon the appointment of any successor depositary hereunder, each any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Depositary has initially appointed its principal London office as Custodian and agent of the Depositary for the purpose of this Deposit Agreement. The Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any The Custodian may resign and may be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the The Depositary shall, promptly after receiving such notice, appoint a substitute or additional custodian or custodians approved by the Company (such Company, which approval will not to be unreasonably withheld)withheld or delayed, each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld)discharged. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners Holders of Receipts to do so, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder. The Depositary shall notify the Company of the appointment of with due care a substitute or an additional Custodian at least 30 days prior to custodian approved by the date on Company, which such appointment is to become effectiveapproval will not be unreasonably withheld or delayed. Upon demand of the Depositary any Depositary, the previous Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or to such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, Depositary forthwith upon its appointment, appointment an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after Immediately upon any such change, the Depositary shall give notice thereof in writing to all OwnersHolders of Receipts. Upon the appointment of any successor depositary hereunder, each the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Custodian shall will be subject at all times and in all respects to the directions of the Depositary Trustee and shall will be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary Trustee at least 30 60 days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall would be no Custodian acting hereunder, the Depositary Trustee shall, promptly after receiving such notice, with the written approval of the Sponsor (which approval shall not be unreasonably withheld or delayed), appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld)custodians, each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary Trustee in its discretion determines that it is in the best interest of the Registered Owners to do so, it may with the written approval of the Sponsor (which approval shall not be unreasonably withheld or delayed), appoint a substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder. The Depositary After the date of this Agreement, the Trustee shall notify not enter into or amend any custody agreement with a Custodian without the Company written approval of the appointment of a substitute Sponsor (which approval shall not be unreasonably withheld or additional Custodian at least 30 days prior to the date on which such appointment is to become effectivedelayed). Upon demand of the Depositary Trustee any Custodian shall deliver such of the Deposited Securities Silver held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the DepositaryTrustee, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to all OwnersTrustee. Upon the appointment of any successor depositary Trustee hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary Trustee and the appointment of such successor depositary Trustee shall in no way impair the authority of each Custodian hereunder; but the successor depositary Trustee so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositaryTrustee.

The Custodian. The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, use its reasonable efforts to appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld)custodians, each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each any such Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper necessary to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Depositary has appointed Banco Inbursa S.A., as Custodian and agent of the Depositary for the purposes of this Deposit Agreement. The Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementhave no obligations to any Owners or Beneficial Owners. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 thirty (30) days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the The Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld), each of which shall thereafter be a the Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute or additional custodian or custodiansapproved by the Company (such approval not to be unreasonably withheld), which shall thereafter be one of the Custodians Custodian hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon , and upon demand of the Depositary any the previous Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodianscustodian. Each such substitute or additional custodian shall deliver to the Depositary, Depositary forthwith upon its appointment, appointment an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment of any successor depositary Depositary hereunder, each the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary Depositary and the appointment of such successor depositary Depositary shall in no way impair the authority of each the Custodian hereunder; but the successor depositary Depositary so appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositaryDepositary.

The Custodian. The Depositary has initially appointed Banco Inbursa, S.A. as Custodian and agent of the Depositary for the purposes of this Deposit Agreement. The Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the it. The Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreement, but only to the extent the Depositary would be responsible if the duties of the Custodian were duties of the Depositary under this Deposit Agreement. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 thirty (30) days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the The Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by with the written approval of the Company (such which approval shall not to be unreasonably withheld), each of appoint a substitute custodian, which shall thereafter be a the Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may may, with the written approval of the Company (which approval shall not be unreasonably withheld), appoint a substitute or additional custodian or custodianscustodian, which shall thereafter be one of the Custodians Custodian hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Depositary, the previous Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodianscustodian. Each such substitute or additional custodian shall deliver to the Depositary, Depositary forthwith upon its appointment, appointment an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after Immediately upon any such change, the Depositary shall give notice thereof in writing to all Ownersthe Company. Upon the appointment of any successor depositary Depositary hereunder, each the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary Depositary and the appointment of such successor depositary Depositary shall in no way impair the authority of each the Custodian hereunder; but the successor depositary Depositary so appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositaryDepositary.

The Custodian. The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it it, and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreement. Any Custodian may resign from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld), each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest interests of the Owners to do so, it may appoint substitute or additional custodian or custodians, each of which shall thereafter be one of the Custodians hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 thirty (30) days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld)custodians, each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the DepositaryDepositary and the Company, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary. The Custodian shall undertake to provide to the SVS and the Central Bank any information that, according to applicable regulations, is relevant in connection with the custody, maintenance, deposit and registration of the Shares and the rights that the Custodian exercises with respect to Shares, according to the instructions of the Depositary.

The Custodian. The Custodian appointed by the Depositary must be a Russian company that meets the eligibility requirements set forth by Russian law. The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint appoint, after consultation with the Company to the extent practicable, a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld)custodians, each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice in its discretion, after consultation with the Company to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do soextent practicable, it may appoint a substitute or additional custodian or custodians, each of which shall thereafter be one of the Custodians hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Depositary has appointed the principal Tokyo, Japan office of The Bank of Tokyo-Mitsubishi, Ltd. as custodian and agent of the Depositary for the purposes of this Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, with the approval of the Issuer, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld)custodians, each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may may, with the approval of the Issuer, appoint a substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Depositary may appoint one or more ------------- agents to act as its Custodian hereunder. The Depositary has initially appointed The Industrial Credit and Investment Corporation of India Limited as Custodian and agent of the Depositary for the purpose of this Deposit Agreement. Any Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary Depositary, and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 thirty (30) days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint appoint, subject to the written approval of the Company which shall not unreasonably withheld, a substitute custodian or custodians approved by that is organized under the Company (such approval not to be unreasonably withheld), each laws of India and which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners Registered Holders to do so, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder. The Depositary shall notify hereunder subject in each instance to the Company written approval of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effectiveCompany. Upon demand of the Depositary any previous Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodianscustodians as the Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver to the Depositary, forthwith upon its appointment, appointment an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment of any successor depositary hereunder, each any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary depositary, and the appointment of such successor depositary shall in no way impair the authority of each any Custodian hereunder; but provided, however, that the successor depositary so -------- ------- appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Depositary has initially appointed Société Générale as custodian and agent of the Depositary for the purpose of this Deposit Agreement. The Custodian in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the The Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by custodian, after consultation with the Company (such approval not to be unreasonably withheld)Company, each of which shall thereafter be a the Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary determines, in its discretion determines discretion, that it is in the best interest of the Owners Holders to do so, it may appoint a substitute or an additional custodian or custodianscustodian, after consultation with the Company, which shall thereafter be one of the Custodians Custodian hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Depositary, the Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, Depositary forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after Immediately upon any such change, the Depositary shall give notice thereof in writing to all OwnersHolders. Upon the appointment of any successor depositary hereunder, each any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreement. Any Custodian may resign and be discharged from its duties hereunder by written notice of such resignation delivered to the Depositary at least 30 thirty (30) days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall would be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheldwithheld or delayed), each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld)withheld or delayed) upon notice to the Custodian being discharged. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners Holders to do so, it may may, after consultation with the Company to the extent practicable, appoint a substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary Depositary, any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to all OwnersHolders. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Custodian or its successor shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any The Custodian may resign and be discharged from its duties hereunder by written notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the The Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld)custodian, each of which shall thereafter be a the Custodian hereunder. The Depositary may discharge any the Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld)discharged. Whenever the The Depositary may in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute or additional custodian or custodianscustodian, which shall thereafter be one of the Custodians Custodian hereunder. The To the extent practicable, the Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 20 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Depositary, the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to any other the substitute custodian. The Depositary agrees with the Company that at no time shall there be more than one Custodian or such substitute or additional custodian or custodiansacting in connection with this Deposit Agreement. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the The Depositary shall give notice thereof as promptly as practicable in writing to all Ownersthe Company of any change in the Custodian. Upon the appointment of any successor depositary hereunder, each the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreement. Any Custodian may resign from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If If, upon the effectiveness of such resignation there shall would be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheldwithheld or delayed), each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners Holders to do so, it may may, after consultation with the Company to the extent practicable, appoint a substitute or additional custodian or custodians, each of which shall thereafter be one of the Custodians hereunder. The Depositary shall shall, to the extent practicable, notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to all OwnersHolders. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Custodian or its successor, which shall be an accredited intermediary acting through a specified office located in São Paulo, in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If the Depositary receives notice of the resignation of the Custodian and, upon the effectiveness of such resignation there shall would be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to custodian, which shall be unreasonably withheld), each of an accredited intermediary acting through a specified office located in São Paulo and which shall thereafter be a the Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines determines, after consultation with the Company to the extent practicable, that it is in the best interest of the Owners to do so, so it may appoint a substitute or additional custodian or custodianscustodian, which shall be an accredited intermediary acting through a specified office located in São Paulo, which shall thereafter be one of the Custodians Custodian hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Depositary, the Custodian shall deliver such of the transfer all Deposited Securities held by it and all other books and records maintained by it with respect to its function as the Custodian hereunder as are requested of it to any other Custodian or such the substitute or additional custodian or custodianscustodian. Each such The Depositary shall cause the substitute or additional custodian shall deliver to the Depositarycustodian, forthwith upon its appointment, to deliver to the Depositary and the Company an acceptance of such appointment satisfactory in form and substance satisfactory to the Depositary. Promptly after upon any such change, the Depositary shall give notice thereof in writing to all OwnersOwners and to the other Custodian of the name, the address and the appointment of a Custodian not named in Receipts. The Depositary agrees with the Company that at no time shall there be more than one Custodian acting in connection with this Deposit Agreement. Upon the appointment of any successor depositary hereunder, each the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each the Custodian hereunder; , but the successor depositary so appointed shall, nevertheless, on the written request of any Custodianthe Custodian or as required by Brazilian law, execute and deliver to such Custodian the Custodian, with a copy to the Company, all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Depositary, upon the written request of the Company, will appoint or replace one or more agents to act for the Depositary as Custodian hereunder unless the Depositary reasonably believes that the proposed Custodian is not, or will not be, able to provide service satisfactory to the Depositary, to be based upon, without limitation, consideration of operational systems, security procedures, expenses and credit standing, in which case the Depositary and the Company will use their reasonable best efforts to resolve any service issue. In addition, the Depositary, upon the written approval of the Company (which shall not be unreasonably withheld), may from time to time appoint one or more agents to act for it as Custodian hereunder. Each Custodian so appointed (other than JPMorgan Chase Bank, N.A.) shall give notice in writing to the Company and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. Any Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any Custodian may resign from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld), each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the written approval of the Company (such approval which shall not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners Any Custodian ceasing to do so, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any act hereunder as Custodian shall deliver such of the all Deposited Securities held by it as are requested to a Custodian continuing to act upon the instruction of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the The Depositary shall give notice thereof in writing to all OwnersHolders of the name and location of the appointment of any Custodian not named in the Receipts. Upon the appointment of any successor depositary hereunder, each any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall would be no Custodian acting hereunder, the Depositary Depositary, after consultation with the Company to the extent practicable, shall, as promptly as practicable after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld)custodians, each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld)Custodian. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute or additional custodian or custodians, each of which shall thereafter be one of the Custodians hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effectiveCustodian. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Depositary shall, from time to time, appoint an agent, as permitted by Brazilian law and any other applicable law or regulation, to act for it as Custodian hereunder. The Custodian or its successor shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any The Custodian may resign and be discharged from its duties hereunder by written notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld)custodian, each of which shall thereafter be a the Custodian hereunder. The Depositary may discharge any the Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld)discharged. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute or additional custodian or custodianscustodian, which shall thereafter be one of the Custodians Custodian hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Depositary, the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to any other Custodian or such the substitute or additional custodian or custodianscustodian. Each such The substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, The Depositary agrees with the Company that at no time shall there be more than one Custodian acting in connection with this Deposit Agreement. The Depositary shall give notice thereof as promptly as practicable in writing to all Ownersthe Company of the name, location and the appointment of any Custodian not named in the Receipts. Upon the appointment of any successor depositary hereunder, each the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Depositary has appointed Mizuho Corporate Bank, Ltd. as Custodians and agents of the Depositary for the purposes of this Deposit Agreement. The Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such Upon the resignation there shall be no Custodian acting hereunderor removal of the Custodian, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld), each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint substitute or additional custodian or custodianscustodian, which shall thereafter be one of the Custodians Custodian hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, change of the Custodian the Depositary shall give provide notice thereof in writing to all OwnersHolders of ADSs. Upon the appointment of any successor depositary hereunder, each the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Depositary has appointed Banco Inbursa S.A., Institución de Banca Múltiple, Grupo Financiero Inbursa as Custodian and agent of the Depositary for the purposes of this Deposit Agreement. The Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementhave no obligations to any Owners or Beneficial Owners. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 thirty (30) days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the The Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld), each of which shall thereafter be a the Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute or additional custodian or custodiansapproved by the Company (such approval not to be unreasonably withheld), which shall thereafter be one of the Custodians Custodian hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon , and upon demand of the Depositary any the previous Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodianscustodian. Each such substitute or additional custodian shall deliver to the Depositary, Depositary forthwith upon its appointment, appointment an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment of any successor depositary Depositary hereunder, each the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary Depositary and the appointment of such successor depositary Depositary shall in no way impair the authority of each the Custodian hereunder; but the successor depositary Depositary so appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositaryDepositary.

The Custodian. The Depositary may appoint one or more agents to act as its Custodian hereunder. Any Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary Depositary, and shall be responsible solely to it and the it. The Depositary shall be solely responsible for the compliance by the Custodian with the applicable provisions of this Deposit AgreementCustodian. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 thirty (30) days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld)custodians, each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners Holders to do so, it may appoint a substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any previous Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodianscustodians as the Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment of any successor depositary hereunder, each any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary depositary, and the appointment of such successor depositary shall in no way impair the authority of each any Custodian hereunder; but hereunder provided, however that the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Custodian or its successor shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any The Custodian may resign and be discharged from its duties hereunder by written notice of such resignation delivered to the Depositary at least 30 60 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary Depositary, in consultation with the Issuer, shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld)custodian, each of which shall thereafter be a the Custodian hereunder. The Depositary may discharge any the Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld)discharged. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute or additional custodian or custodianscustodian, which shall thereafter be one the Custodian hereunder, subject to the receipt of any required approvals of the Custodians hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effectiveBrazilian National Securities Commission. Upon demand of the Depositary any Depositary, the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to any other Custodian or such the substitute or additional custodian or custodianscustodian. Each such The substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, The Depositary agrees with the Depositary Issuer that at no time shall give notice thereof there be more than one Custodian acting in writing to all Ownersconnection with this Deposit Agreement. Upon the appointment of any successor depositary hereunder, each the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Depositary has appointed The Mitsui Bank, Limited and/or The Fuji Bank, Limited, as Custodians and agents of the Depositary for the purposes of this Deposit Agreement. A Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any A Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon Unless there remains a Custodian after such resignation there shall be no Custodian acting hereunderresignation, the Depositary shall, promptly after receiving such notice, and after consultation with the Company, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld)custodian, each of which shall thereafter be a the Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners holders of Receipts to do so, it may upon prior consultation with the Company appoint a substitute or additional custodian, which, together with any remaining custodian or custodianshereunder, which shall thereafter be one of the Custodians hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon hereunder and upon demand of the Depositary any Custodian previous custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodianscustodian. Each such substitute or additional custodian shall deliver to the Depositary, Depositary forthwith upon its appointment, appointment an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after Immediately upon any such change, the Depositary shall give notice thereof in writing to all Ownersrecord holders of American Depositary Receipts and each Subdepositary and shall publish notice thereof, all as provided in Section 7.04, without any cost to the Company. Upon the appointment of any successor depositary hereunder, each the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Custodian or its successor, which shall be an accredited intermediary acting through a specified office located in São Paulo, in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If the Depositary receives notice of the resignation of the Custodian and, upon the effectiveness of such resignation there shall would be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, after consultation with the Company to the extent practicable, appoint a substitute custodian or custodians approved by the Company (such approval not to custodian, which shall be unreasonably withheld), each of an accredited intermediary acting through a specified office located in São Paulo and which shall thereafter be a the Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice in its discretion, after consultation with the Company to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do soextent practicable, it may appoint a substitute or additional custodian or custodianscustodian, which shall be an accredited intermediary acting through a specified office located in São Paulo, which shall thereafter be one of the Custodians Custodian hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Depositary, the Custodian shall deliver such of the transfer all Deposited Securities held by it and all other books and records maintained by it with respect to its function as the Custodian hereunder as are requested of it to any other Custodian or such the substitute or additional custodian or custodianscustodian. Each such The Depositary shall cause the substitute or additional custodian shall deliver to the Depositarycustodian, forthwith upon its appointment, to deliver to the Depositary an acceptance of such appointment satisfactory in form and substance satisfactory to the Depositary. Promptly after upon any such change, the Depositary shall give notice thereof in writing to all Ownersthe Company of the name, the address and the appointment of a Custodian not named in Receipts. The Depositary agrees with the Company that at no time shall there be more than one Custodian acting in connection with this Deposit Agreement. Upon the appointment of any successor depositary hereunder, each the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each the Custodian hereunder; , but the successor depositary so appointed shall, nevertheless, on the written request of any Custodianthe Custodian or as required by Brazilian law, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it it, and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreement. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld)Company, each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute or additional custodian or custodianscustodians (upon approval of such appointment with the Company), each of which shall thereafter be one of the Custodians hereunder. The Depositary shall notify agree with the Company of on the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any the Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Depositary has initially appointed Societe Generale as custodian and agent of the Depositary for the purpose of this Deposit Agreement. The Custodian in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the The Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by custodian, after consultation with the Company (such approval not to be unreasonably withheld)Company, each of which shall thereafter be a the Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary determines, in its discretion determines discretion, that it is in the best interest of the Owners Holders of Receipts to do so, it may appoint a substitute or an additional custodian or custodianscustodian, after consultation with the Company, which shall thereafter be one of the Custodians Custodian hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Depositary, the Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, Depositary forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after Immediately upon any such change, the Depositary shall give notice thereof in writing to all OwnersHolders of Receipts. Upon the appointment of any successor depositary hereunder, each any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Custodian or its successor shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the it. The Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreement, but only to the extent that the Depositary would be responsible if the duties of the Custodian under this Deposit Agreement were stated duties of the Depositary under this Deposit Agreement. Any The Custodian may resign and be discharged from its duties hereunder by written notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld)custodian, each of which shall thereafter be a the Custodian hereunder. The Depositary may discharge the Custodian any Custodian at any time time, upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld)discharged. Whenever the The Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute or additional custodian or custodianscustodian, which shall thereafter be one of the Custodians Custodian hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Depositary, the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to any other Custodian or such the substitute or additional custodian or custodianscustodian. Each such The substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the The Depositary shall give notice thereof notify the Company as promptly as practicable of any change in writing to all OwnersCustodian. The Depositary agrees with the Company that at no time shall there be more than one Custodian acting in connection with this Deposit Agreement. Upon the appointment of any successor depositary hereunder, each the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Custodian Depositary has, as of the date of the Deposit Agreement, appointed Citibank Europe plc as custodian and agent of the Depositary for the purpose of the Deposit Agreement. Custodians in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any Custodian The Custodians may resign and be discharged from its their duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the The Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld), each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary determines, in its discretion determines discretion, that it is in the best interest of the Owners Holders of ADSs to do so, it may appoint a substitute or an additional custodian or custodianscustodian, which shall thereafter be one of the Custodians Custodian hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any the Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, Depositary forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after Immediately upon any such change, the Depositary shall give notice thereof in writing to all OwnersHolders of ADSs. Upon the appointment of any successor depositary hereunder, each any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Depositary, after consultation with the Company, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it as Custodian hereunder. The Custodian or its successor shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, and after consultation with the Company, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld)custodian, each of which shall thereafter be a the Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute or additional custodian or custodianscustodian, which shall thereafter be one of the Custodians Custodian hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodianscustodian. Each such The substitute or additional custodian shall deliver to the DepositaryDepositary and the Company, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the DepositaryDepositary and the Company. Promptly after any such change, The Depositary agrees with the Depositary Company that at no time shall give notice thereof there be more than one Custodian acting in writing to all Ownersconnection with this Deposit Agreement. Upon the appointment of any successor depositary hereunder, each the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunderThe Depositary, in consultation with the Depositary Company, shall, as promptly as practicable after receiving such noticenotice of the resignation of the Custodian, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld)custodian, each of which shall thereafter be a the Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute or additional custodian or custodianscustodian, which shall thereafter be one the Custodian hereunder, subject to the receipt of any required approvals of the Custodians hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effectiveBrazilian National Securities Commission. Upon demand of the Depositary any Depositary, the Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodianscustodian. Each such A substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the Depositary At no time shall give notice thereof there be more than one Custodian acting in writing to all Ownersconnection with this Deposit Agreement. Upon the appointment of any successor depositary hereunder, each the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Depositary, after consultation with the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it as Custodian hereunder. The Custodian or its successor shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, and after consultation with the Issuer, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld)custodian, each of which shall thereafter be a the Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute or additional custodian or custodianscustodian, which shall thereafter be one of the Custodians Custodian hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodianscustodian. Each such The substitute or additional custodian shall deliver to the DepositaryDepositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the DepositaryDepositary and the Issuer. Promptly after any such change, The Depositary agrees with the Depositary Issuer that at no time shall give notice thereof there be more than one Custodian acting in writing to all Ownersconnection with this Deposit Agreement. Upon the appointment of any successor depositary hereunder, each the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Depositary, after consultation with the Issuer, may from time to time appoint an agent, as permitted by Brazilian law and any other applicable laws or regulations, to act for it as Custodian hereunder. The Custodian or its successor shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunderUpon receiving notice of the Custodian’s resignation, the Depositary shall, promptly after receiving such notice, and after consultation with the Issuer, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld)custodian, each of which shall thereafter be a the Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may may, after consultation with the Issuer, appoint a substitute or additional custodian or custodianscustodian, which shall thereafter be one of the Custodians Custodian hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodianscustodian. Each such The substitute or additional custodian shall deliver to the DepositaryDepositary and the Issuer, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the DepositaryDepositary and the Issuer. Promptly after any such change, The Depositary agrees with the Depositary Issuer that at no time shall give notice thereof there be more than one Custodian acting in writing to all Ownersconnection with this Deposit Agreement. Upon the appointment of any successor depositary hereunder, each the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary Depositary, with the prior consent of the Company to the extent practicable (which consent shall not be unreasonably withheld), shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld)custodians, each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may may, with the prior consent of the Company (which consent shall not be unreasonably withheld), appoint a substitute or additional custodian or custodians, each of which shall thereafter be one of the Custodians hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any the Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld)custodian, each of which shall thereafter be a the Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute or additional custodian or custodianscustodian, which shall thereafter be one of the Custodians Custodian hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any the Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodianscustodian. Each such The substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment of any successor depositary hereunder, each the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. (a) The Trustee is hereby directed to enter into the Trust Allocated Account Agreement and the Trust Unallocated Account Agreement with the Initial Custodian. The Initial Custodian shall will be subject at all times and in all respects to the directions of the Depositary Trustee as provided in such Custody Agreements, and shall will be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreement. Any Custodian may resign from its duties hereunder by notice of such resignation delivered to Beneficial Owners to the Depositary at least 30 days prior to the date on which such resignation is to become effectiveextent UK law requires. If upon such the resignation of any Custodian there shall would be no Custodian acting hereunder, the Depositary Trustee shall, promptly after receiving such noticenotice of such resignation, appoint a substitute custodian or custodians selected by the Sponsor pursuant to custody agreements approved by the Company Sponsor (such approval provided, however, that the rights and duties of the Trustee hereunder and under the Custody Agreements shall not to be unreasonably withheldmaterially altered without its consent), each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to When directed by the Custodian being discharged with Sponsor or if the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary Trustee in its discretion determines that it is in the best interest of the Registered Owners to do soso and with the written approval of the Sponsor (which approval shall not be unreasonably withheld or delayed), it may the Trustee shall appoint a substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder. The Depositary After the date of this Agreement, the Trustee shall notify not enter into or amend any Custody Agreement with a Custodian without the Company written approval of the appointment of Sponsor (which approval shall not be unreasonably withheld or delayed). When instructed by the Sponsor, the Trustee shall demand that a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities Platinum held by it as are is requested of it to any other Custodian or such substitute or additional custodian or custodianscustodians directed by the Sponsor. In connection with such delivery the Trustee will, solely if and in the manner directed by the Sponsor, cause the Platinum to be weighed or assayed and any such weighing and assay shall be an expense of the Trust pursuant to Section 4.7(a)(ii) hereof. The Trustee shall have no liability for any delivery of Platinum or weighing or assaying of delivered Platinum directed by the Sponsor pursuant to the preceding provisions of this paragraph and in the absence of such direction shall have no obligation to effect such a delivery or to cause the delivered Platinum to be weighed, assayed or otherwise validated. Each such substitute or additional custodian shall deliver to the Depositaryshall, forthwith upon its appointment, an acceptance of such appointment satisfactory enter into a Custody Agreement in form and substance approved by the Sponsor. (b) The Trustee shall have no obligation to monitor the activities of any Custodian other than to receive and review such reports of the Platinum held for the Trust by such Custodian and of transactions in Platinum held for the account of the Trust made by such Custodian pursuant to the DepositaryCustody Agreements. Promptly after The accounts and operations of each Custodian shall be audited or examined by accountants or other inspectors selected by the Sponsor at such times as directed by the Sponsor as permitted by the Custody Agreements. In no event shall the Trustee be liable for (i) any such changeloss or damage resulting from the actions or omissions of any Custodian or loss or damage to the Platinum while in the possession of, or in transit to or from, any Custodian, (ii) the Depositary shall give notice amount, validity or adequacy of insurance maintained by any Custodian, (iii) any defect in Platinum held by a Custodian, (iv) any failure of Platinum to conform to the requirements of “good delivery” under the rules of LPPM, or (v) any failure of Platinum to conform to a description thereof in writing provided by the Custodian to all Owners. the Trustee. (c) Upon the appointment of any successor depositary Trustee hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary Trustee and the appointment of such successor depositary Trustee shall in no way impair the authority of each Custodian hereunder; but the successor depositary Trustee so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositaryTrustee.

The Custodian. (a) The Trustee is hereby directed to enter into the Custodian shall be subject at all times and in all respects to Agreement with the directions of the Depositary and shall be responsible solely to it Initial Custodian, and the Depositary Trustee shall be responsible have no liability for the compliance by terms thereof. If, upon the Custodian with the applicable provisions resignation of this Deposit Agreement. Any Custodian may resign from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation any Custodian, there shall would be no Custodian acting hereunder, the Depositary Trustee shall, promptly after receiving notice of such noticeresignation, at the direction of the Sponsor appoint a substitute custodian or custodians approved selected by the Company (such approval not to be unreasonably withheld)Sponsor, each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice When directed by the Sponsor, and to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is extent permitted by, and in the best interest manner provided by, the relevant Custodian Agreement, the Trustee shall remove the Custodian and appoint a substitute custodian or appoint an additional custodian or custodians selected by the Sponsor, each of the Owners to do so, it may appoint which shall thereafter be a Custodian hereunder. Each such substitute or additional custodian shall, forthwith upon its appointment, enter into one or custodiansmore Custodian Agreements in form and substance approved by the Sponsor (provided, which shall thereafter be one however, that the rights and duties of the Custodians hereunderTrustee hereunder and under the then-existing Custodian Agreements shall not be materially altered by such new Custodian Agreements without its consent). The Depositary After the date of this Agreement, the Trustee shall notify not enter into or amend any Custodian Agreement with a Custodian without the Company written approval of the appointment of Sponsor (which approval shall not be unreasonably withheld or delayed). When instructed by the Sponsor, the Trustee shall demand that a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities Gold held by it as are is requested of it to any other Custodian or such substitute or additional custodian Custodian or custodiansCustodians selected by the Sponsor. Each In connection with such substitute delivery, the Trustee will, solely if and in the manner directed by the Sponsor, cause the physical Gold to be weighed or additional custodian assayed and any such weighing and assay shall deliver be an expense of the Trust pursuant to Section 4.7(a)(2). The Trustee shall have no liability for any delivery of Gold or weighing or assaying of delivered physical Gold directed by the Sponsor pursuant to the Depositarypreceding provisions of this paragraph and, forthwith upon its appointment, an acceptance in the absence of such appointment satisfactory direction from the Sponsor, shall have no obligation to effect such a delivery or to cause the delivered physical Gold to be weighed, assayed or otherwise validated. (b) The Trustee shall have no obligation to monitor the activities of any Custodian other than (i) to receive and review such reports of the Gold held for the Trust by such Custodian and of transactions in form and substance Gold held for the account of the Trust made by such Custodian pursuant to the DepositaryCustodian Agreement and (ii) to send a form of annual questionnaire for such Custodian to the Sponsor for the Sponsor’s review and approval, to send the annual questionnaire as approved by the Sponsor to such Custodian and, upon receipt of such Custodian’s responses to the annual questionnaire, to forward such responses to the Sponsor and to facilitate any further inquiry of such Custodian regarding such responses which may be specified by the Sponsor. Promptly after The accounts and operations of, and the Gold held for the Trust by, each Custodian shall be audited or examined by accountants, auditors or other inspectors selected by the Sponsor at such times as directed by the Sponsor and as permitted by the Custodian Agreements. In no event shall the Trustee be liable for (i) any such changeloss or damage resulting from the actions or omissions of, or the Depositary shall give notice insolvency of, any Custodian or loss or damage to the Gold while in the possession of, or in transit to or from, any Custodian, (ii) the amount, validity or adequacy of insurance maintained by any Custodian, (iii) any defect in Gold held by any Custodian, (iv) any failure of the Gold to conform to the requirements of “good delivery” under the rules of the London Bullion Market Association or (v) any failure of the Gold to conform to a description thereof in writing provided by any Custodian to all Owners. the Trustee. (c) Upon the appointment of any successor depositary Trustee hereunder, each Custodian then acting hereunder under Custodian Agreements with the predecessor of such Trustee shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary Trustee, and the appointment of such successor depositary Trustee shall in no way impair the authority of each Custodian hereundersuch Custodian; but the successor depositary Trustee so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositaryTrustee. (d) Upon such terms, if any, as may be provided for in a Custodian Agreement, the applicable Custodian may reject a deposit of Gold made by an Authorized Participant in connection with a Purchase Order which includes any Gold which is subject to governmental sanctions applicable to brands of gold, including, without limitation, sanctions of The Office of Foreign Asset Control of the Department of Treasury of the United States applicable to brands of gold.

The Custodian. The Custodian or its successors, which shall be an accredited intermediary acting through a specified office located in the United Kingdom, in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and it. If the Depositary shall be responsible for receives notice of the compliance by resignation of the Custodian with and, upon the applicable provisions of this Deposit Agreement. Any Custodian may resign from its duties hereunder by notice effectiveness of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall would be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by custodians, each of which shall be an accredited intermediary acting through a specified office located in the Company (such approval not to be unreasonably withheld)United Kingdom, and each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to Except as provided in the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever preceding sentence, whenever the Depositary in its discretion determines determines, with the prior written consent of the Company, that it is in the best interest of the Owners to do so, so it may appoint a substitute or additional custodian or custodians, which shall be an accredited intermediary acting through a specified office located in the United Kingdom, each of which shall thereafter be one of the Custodians hereunder. The Depositary Any Custodian ceasing to act as Custodian hereunder shall notify deliver all Deposited Securities held by it and all other books and records maintained by it with respect to its function as a Custodian hereunder to a Custodian continuing to act upon the Company instruction of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effectiveDepositary. Upon demand of the Depositary Depositary, any Custodian shall deliver transfer such of the Deposited Securities held by it and all other books and records maintained by it with respect to its function as a Custodian hereunder as are requested of it to any other Custodian or such substitute or additional custodian or custodianscustodian. Each such The Depositary shall cause each substitute or additional custodian shall deliver to the Depositarycustodian, forthwith upon its appointment, to deliver to the Depositary and the Company an acceptance of such appointment satisfactory in form and substance satisfactory to the Depositary. Promptly after upon any such change, the Depositary shall give notice thereof in writing to all OwnersOwners and to each other Custodian of the name, the address and the appointment of any Custodian not named in Receipts. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each any Custodian hereunder; , but the successor depositary so appointed shall, nevertheless, on the written request of any CustodianCustodian or as required by the laws of the Republic of the United Kingdom, execute and deliver to such Custodian Custodian, with a copy to the Company, all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Inbursa, S.A. as Custodian and agent of the Depositary for the purpose of this Deposit Agreement. The Custodian in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 thirty (30) days prior to the date on which such resignation is to become effective. If upon receipt of such notice of resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (Company, such approval not to be unreasonably withheld), each that is organized under the laws of Mexico, which shall thereafter be a the Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with and appoint a substitute or an additional custodian approved by the approval of the Company (Company, such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint substitute or additional custodian or custodians, which who shall thereafter be one of the Custodians a Custodian hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each Forthwith upon its appointment, each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, Depositary an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly Any Custodian ceasing to act hereunder as Custodian shall deliver all Deposited Securities held by it to a Custodian continuing to act upon the instruction of the Depositary. The Depositary shall, after any such changechange in Custodian, the Depositary shall give notice thereof in writing to all Ownersthe Company of the appointment of a substitute or new Custodian not named in the Receipts, the name of the substitute or new Custodian and location of its principal office. Upon the appointment of any successor depositary hereunder, each any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Depositary has initially appointed the principal Dublin office of the Bank of Ireland as custodian and agent of the Depositary for the purpose of this Deposit Agreement. The Custodian in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the The Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld), each of which shall thereafter be a the Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary determines, in its discretion determines discretion, that it is in the best interest of the Owners Holders to do so, it may appoint a substitute or an additional custodian or custodianscustodian, which shall thereafter be one of the Custodians Custodian hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any the Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, Depositary forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after Immediately upon any such change, the Depositary shall give notice thereof in writing to all OwnersHolders. Upon the appointment of any successor depositary hereunder, each any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Depositary has appointed the Bank of Ireland as Custodian and agent to the Depositary for the purposes of this Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the undertakes to procure compliance by the Custodian with the applicable provisions of this Deposit Agreement. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effectiveeffective and the Depositary will notify the Issuer of such resignation. If The Depositary or the Issuer may discharge any Custodian at any time upon notice to the Custodian being discharged. If, however, upon such notice of resignation or discharge there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such noticenotice or upon the receipt of any such notice by the Custodian as the case may be, with the consent of the Issuer, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld)custodians, each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners Holders to do so, it may (a) may, with the consent of the Issuer or (b) shall at the Issuer's written request, appoint a substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Depositary, the previous Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the DepositaryDepositary and the Issuer. Promptly after Immediately upon any such change, the Depositary shall give notice thereof in writing to all OwnersHolders. Upon the appointment of any successor depositary hereunderDepositary, each the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each the Custodian hereunder; but the such successor depositary so appointed shall, nevertheless, on the written request of any such Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as such agent hereunder of such successor depositary.

The Custodian. The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld)custodians, each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary Depositary, with the prior consent of the Company, shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld)custodians, each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may may, with the prior consent of the Company, appoint a substitute or additional custodian or custodians, each of which shall thereafter be one of the Custodians hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any the Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreement. Any At no time shall there be more than one Custodian acting in connection with this Deposit Agreement. The Custodian may resign from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the The Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld), each of which shall thereafter be a the Custodian hereunder. The Depositary may discharge any the Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians Custodian hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such a substitute or additional custodian or custodianscustodian. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment of any successor depositary hereunder, each the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the it. The Depositary shall be responsible for the compliance by Custodian's performance of the duties of the Custodian with set forth in this Deposit Agreement, but only to the applicable provisions extent that the Depositary would be responsible if there were no Custodian and those duties were set forth as duties of the Depositary under this Deposit Agreement. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall would be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, after consultation with the Company to the extent practical, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld)custodians, each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may may, after consultation with the Company to the extent practical, appoint a substitute or additional custodian or custodians, each of which shall thereafter be one of the Custodians hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any the Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the The Depositary shall give notice thereof notify the Company as promptly as practical of any change in writing to all OwnersCustodians. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Depositary may appoint one or more agents to act as its Custodian hereunder. Any Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary Depositary, and shall be responsible solely to it and the it. The Depositary shall be solely responsible for the compliance by the Custodian with the applicable provisions of this Deposit AgreementCustodian. Any Custodian may resign and be discharged from its duties hereunder with respect to any or all Series of Deposited Securities by notice of such resignation delivered to the Depositary at least 30 thirty (30) days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by with respect to the Company (such approval not Series of Deposited Securities with respect to be unreasonably withheld)which the Custodian has resigned, each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners Holders to do so, it may appoint a substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any previous Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodianscustodians with respect to any or all Series of Deposited Securities as the Depositary shall instruct. Each such substitute or additional custodian or custodians shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment of any successor depositary hereunder, each any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary depositary, and the appointment of such successor depositary shall in no way impair the authority of each any Custodian hereunder; but hereunder provided, however that the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and it. If the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreement. Any Custodian may resign from its duties hereunder by receives notice of such the resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If of a Custodian and, upon such resignation there shall would be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld), each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with and to the approval of the Company (such approval not to be unreasonably withheld)Company. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to as soon as practicable before the date on which such appointment is to become effective. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each any Custodian hereunder; , but the successor depositary so appointed shall, nevertheless, on the written request of any CustodianCustodian or as required by French law, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. (a) The Custodian shall be subject at all times and in all respects direction to the directions of the Depositary and shall be responsible solely Trustee to it and the Depositary shall be responsible for the compliance by enter into the Custodian Agreement with the applicable provisions Current Custodian is hereby confirmed. If, upon the resignation of this Deposit Agreement. Any Custodian may resign from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation any Custodian, there shall would be no Custodian acting hereunder, the Depositary Trustee shall, promptly after receiving notice of such noticeresignation, at the direction of the Sponsor appoint a substitute custodian or custodians approved selected by the Company (such approval not to be unreasonably withheld)Sponsor, each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice When directed by the Sponsor, and to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is extent permitted by, and in the best interest manner provided by, the relevant Custodian Agreement, the Trustee shall remove the Custodian and appoint a substitute custodian or appoint an additional custodian or custodians selected by the Sponsor, each of the Owners to do so, it may appoint which shall thereafter be a Custodian hereunder. Each such substitute or additional custodian shall, forthwith upon its appointment, enter into one or custodiansmore Custodian Agreements in form and substance approved by the Sponsor (provided, which shall thereafter be one however, that the rights and duties of the Custodians hereunderTrustee hereunder and under the then-existing Custodian Agreements shall not be materially altered by such new Custodian Agreements without its consent). The Depositary After the date of this Agreement, the Trustee shall notify not enter into or amend any Custodian Agreement with a Custodian without the Company written approval of the appointment of Sponsor (which approval shall not be unreasonably withheld or delayed). When instructed by the Sponsor, the Trustee shall demand that a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities Gold held by it as are is requested of it to any other Custodian or such substitute or additional custodian Custodian or custodiansCustodians selected by the Sponsor. Each In connection with such substitute delivery, the Trustee will, solely if and in the manner directed by the Sponsor, cause the physical Gold to be weighed or additional custodian assayed and any such weighing and assay shall deliver be an expense of the Trust pursuant to Section 4.7(a)(2). The Trustee shall have no liability for any delivery of Gold or weighing or assaying of delivered physical Gold directed by the Sponsor pursuant to the Depositarypreceding provisions of this paragraph and, forthwith upon its appointment, an acceptance in the absence of such appointment satisfactory direction from the Sponsor, shall have no obligation to effect such a delivery or to cause the delivered physical Gold to be weighed, assayed or otherwise validated. (b) The Trustee shall have no obligation to monitor the activities of any Custodian other than (i) to receive and review such reports of the Gold held for the Trust by such Custodian and of transactions in form and substance Gold held for the account of the Trust made by such Custodian pursuant to the DepositaryCustodian Agreement and (ii) to send a form of annual questionnaire for such Custodian to the Sponsor for the Sponsor’s review and approval, to send the annual questionnaire as approved by the Sponsor to such Custodian and, upon receipt of such Custodian’s responses to the annual questionnaire, to forward such responses to the Sponsor and to facilitate any further inquiry of such Custodian regarding such responses which may be specified by the Sponsor. Promptly after The accounts and operations of, and the Gold held for the Trust by, each Custodian shall be audited or examined by accountants, auditors or other inspectors selected by the Sponsor at such times as directed by the Sponsor and as permitted by the Custodian Agreements. In no event shall the Trustee be liable for (i) any such changeloss or damage resulting from the actions or omissions of, or the Depositary shall give notice insolvency of, any Custodian or loss or damage to the Gold while in the possession of, or in transit to or from, any Custodian, (ii) the amount, validity or adequacy of insurance maintained by any Custodian, (iii) any defect in Gold held by any Custodian, (iv) any failure of the Gold to conform to the requirements of “good delivery” under the rules of the London Bullion Market Association or (v) any failure of the Gold to conform to a description thereof in writing provided by any Custodian to all Owners. the Trustee. (c) Upon the appointment of any successor depositary Trustee hereunder, each Custodian then acting hereunder under Custodian Agreements with the predecessor of such Trustee shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary Trustee, and the appointment of such successor depositary Trustee shall in no way impair the authority of each Custodian hereundersuch Custodian; but the successor depositary Trustee so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositaryTrustee.

The Custodian. The Custodian or its successor shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any The Custodian may resign and be discharged from its duties hereunder by written notice of such resignation delivered to the Depositary at least 30 60 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld)custodian, each of which shall thereafter be a the Custodian hereunder. The Depositary may discharge any the Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld)discharged. Whenever the Depositary in its reasonable discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute or additional custodian or custodianscustodian, which shall thereafter be one of the Custodians Custodian hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Depositary, the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to any other Custodian or such the substitute or additional custodian or custodianscustodian. Each such The substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, The Depositary agrees with the Depositary Company that at no time shall give notice thereof there be more than one Custodian acting in writing to all Ownersconnection with this Deposit Agreement. Upon the appointment of any successor depositary hereunder, each the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Custodian or its successor shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any The Custodian may resign and be discharged from its duties hereunder by written notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the The Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld), Custodian each of which shall thereafter be a the Custodian hereunder. The Depositary may discharge any the Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effectivedischarged. Upon demand of the Depositary any the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to any other the substitute Custodian. The Depositary agrees with the Company that at no time shall there be more than one Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory acting in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to all Ownersconnection with this Deposit Agreement. Upon the appointment of any successor depositary hereunder, each the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld)custodians, each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines determines, after consultation with the Company to the extent practicable, that it is in the best interest of the Owners to do so, it may appoint a substitute or additional custodian or custodians, each of which shall thereafter be one of the Custodians hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any the Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreement. Any Custodian may resign from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld), each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary Depositary, any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to all OwnersOwners and to the Company. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. (a) The Trustee is hereby directed to enter into the Trust Allocated Account Agreement and the Trust Unallocated Account Agreement with the Initial Custodian. The Initial Custodian shall will be subject at all times and in all respects to the directions of the Depositary Trustee as provided in such Custody Agreements, and shall will be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreement. Any Custodian may resign from its duties hereunder by notice of such resignation delivered to Beneficial Owners to the Depositary at least 30 days prior to the date on which such resignation is to become effectiveextent UK law requires. If upon such the resignation of any Custodian there shall would be no Custodian acting hereunder, the Depositary Trustee shall, promptly after receiving such noticenotice of such resignation, appoint a substitute custodian or custodians selected by the Sponsor pursuant to custody agreements approved by the Company Sponsor (such approval provided, however, that the rights and duties of the Trustee hereunder and under the Custody Agreements shall not to be unreasonably withheldmaterially altered without its consent), each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to When directed by the Custodian being discharged with Sponsor or if the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary Trustee in its discretion determines that it is in the best interest of the Registered Owners to do soso and with the written approval of the Sponsor (which approval shall not be unreasonably withheld or delayed), it may the Trustee shall appoint a substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder. The Depositary After the date of this Agreement, the Trustee shall notify not enter into or amend any Custody Agreement with a Custodian without the Company written approval of the appointment of Sponsor (which approval shall not be unreasonably withheld or delayed). When instructed by the Sponsor, the Trustee shall demand that a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities Bullion held by it as are is requested of it to any other Custodian or such substitute or additional custodian or custodianscustodians directed by the Sponsor. In connection with such delivery the Trustee will, solely if and in the manner directed by the Sponsor, cause the Bullion to be weighed or assayed and any such weighing and assay shall be an expense of the Trust pursuant to Section 4.7(a)(ii) hereof. The Trustee shall have no liability for any delivery of Bullion or weighing or assaying of delivered Bullion directed by the Sponsor pursuant to the preceding provisions of this paragraph and in the absence of such direction shall have no obligation to effect such a delivery or to cause the delivered Bullion to be weighed, assayed or otherwise validated. Each such substitute or additional custodian shall deliver to the Depositaryshall, forthwith upon its appointment, an acceptance of such appointment satisfactory enter into a Custody Agreement in form and substance approved by the Sponsor. (b) The Trustee shall have no obligation to monitor the activities of any Custodian other than to receive and review such reports of the Bullion held for the Trust by such Custodian and of transactions in Bullion held for the account of the Trust made by such Custodian pursuant to the DepositaryCustody Agreements. Promptly after The accounts and operations of each Custodian shall be audited or examined by accountants or other inspectors selected by the Sponsor at such times as directed by the Sponsor as permitted by the Custody Agreements. In no event shall the Trustee be liable for (i) any such changeloss or damage resulting from the actions or omissions of any Custodian or loss or damage to the Bullion while in the possession of, or in transit to or from, any Custodian, (ii) the Depositary shall give notice amount, validity or adequacy of insurance maintained by any Custodian, (iii) any defect in Bullion held by a Custodian, (iv) any failure of Bullion to conform to the requirements of “good delivery” under the rules of the LBMA or the LPPM, as applicable, or (v) any failure of Bullion to conform to a description thereof in writing provided by the Custodian to all Owners. the Trustee. (c) Upon the appointment of any successor depositary Trustee hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary Trustee and the appointment of such successor depositary Trustee shall in no way impair the authority of each Custodian hereunder; but the successor depositary Trustee so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositaryTrustee.

The Custodian. The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it it, and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreement. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 thirty (30) days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld), each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute or additional custodian or custodians, each of which shall thereafter be one of the Custodians hereunder. Upon demand of the Depositary any Depositary, the Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Custodian or its successor shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any The Custodian may resign and be discharged from its duties hereunder by written notice of such resignation delivered to the Depositary at least 30 60 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, and after consultation with the Issuer, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld)custodian, each of which shall thereafter be a the Custodian hereunder. The Depositary may discharge any the Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld)discharged. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute or additional custodian or custodianscustodian, which shall thereafter be one of the Custodians Custodian hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Depositary, the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to any other Custodian or such the substitute or additional custodian or custodianscustodian. Each such The substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, The Depositary agrees with the Depositary Issuer that at no time shall give notice thereof there be more than one Custodian acting in writing to all Ownersconnection with this Deposit Agreement. Upon the appointment of any successor depositary hereunder, each the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. (a) The Custodian shall have only the duties as expressly set forth herein and shall not be subject at all times and to any liability hereunder with respect to Collateral held in all respects its custody, except for its negligence or willful misconduct. (b) The Pledgor agrees to indemnify the directions Custodian against any loss, liability or expense, incurred without negligence or willful misconduct on the part of the Depositary Custodian, arising out of or in connection with any of its duties as Custodian hereunder, including the costs and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable expenses of defending itself from any claim or liability in connection herewith. The provisions of this Deposit paragraph shall survive the termination of this Pledge Agreement. Any . (c) In the event the Custodian may shall resign from its duties or be removed under this Pledge Agreement, and a successor custodian shall be appointed by the Pledgees as the successor Custodian under this Pledge Agreement, upon the acceptance of any appointment as Custodian hereunder by notice a successor Custodian, such successor Custodian shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Custodian, and the resignation or removal of the retiring Custodian shall be effective as of such date. After the effective date of any retiring Custodian's resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no or removal as Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian provisions of this Section shall remain applicable to it as to any actions taken or custodians approved omitted to be taken by it while it was Custodian under this Pledge Agreement. (d) The Custodian has executed this Pledge Agreement solely as Custodian for the Company (such approval Pledgees in accordance with the terms hereof and hereby agrees not to be unreasonably withheld)exercise any right or remedy, each including a right of which shall thereafter be a Custodian hereunder. The Depositary set-off, it may discharge any Custodian have at any time upon notice with respect to any of the Custodian being discharged Collateral, except in accordance with the approval provisions of this Pledge Agreement or the written instructions of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositaryPledgees.

The Custodian. The Depositary has appointed the principal Paris office of the Custodian as agent of the Depositary for the purposes of this Deposit Agreement. The Custodian or its successors, which shall be accredited financial intermediaries acting through a specified office located in The Republic of France, in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to which shall be unreasonably withheld)an accredited financial intermediary acting through a specified office located in The Republic of France, each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute or additional custodian or custodians, which shall be an accredited intermediary acting through a specified office located in The Republic of France, each of which shall thereafter be one of the Custodians hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any the Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodianthe Custodian or as required by the laws of The Republic of France, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Custodian or its successor shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any The Custodian may resign and be discharged from its duties hereunder by written notice of such resignation delivered to the Depositary at least 30 60 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld)custodian, each of which shall thereafter be a the Custodian hereunder. The Depositary may discharge any the Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld)discharged. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute or additional custodian or custodianscustodian, which shall thereafter be one of the Custodians Custodian hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Depositary, the Custodian shall deliver such of the Deposited Securities or evidence of ownership and title of the Deposited Securities held by it as are requested of it to any other Custodian or such the substitute or additional custodian or custodianscustodian. Each such The substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, The Depositary agrees with the Depositary Company that at no time shall give notice thereof there be more than one Custodian acting in writing to all Ownersconnection with this Deposit Agreement. Upon the appointment of any successor depositary hereunder, each the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. (a) The Trustee is hereby directed to enter into the Trust Allocated Account Agreement and the Trust Unallocated Account Agreement with the Initial Custodian. The Initial Custodian shall will be subject at all times and in all respects to the directions of the Depositary Trustee as provided in such Custody Agreements, and shall will be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreement. Any Custodian may resign from its duties hereunder by notice of such resignation delivered to Beneficial Owners to the Depositary at least 30 days prior to the date on which such resignation is to become effectiveextent UK law requires. If upon such the resignation of any Custodian there shall would be no Custodian acting hereunder, the Depositary Trustee shall, promptly after receiving such noticenotice of such resignation, appoint a substitute custodian or custodians selected by the Sponsor pursuant to custody agreements approved by the Company Sponsor (such approval provided, however that the rights and duties of the Trustee hereunder and under the Custody Agreements shall not to be unreasonably withheldmaterially altered without its consent), each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to When directed by the Custodian being discharged with Sponsor or if the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary Trustee in its discretion determines that it is in the best interest of the Registered Owners to do soso and with the written approval of the Sponsor (which approval shall not be unreasonably withheld or delayed), it may the Trustee shall appoint a substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder. The Depositary After the date of this Agreement, the Trustee shall notify not enter into or amend any Custody Agreement with a Custodian without the Company written approval of the appointment of Sponsor (which approval shall not be unreasonably withheld or delayed). When instructed by the Sponsor, the Trustee shall demand that a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities Palladium held by it as are is requested of it to any other Custodian or such substitute or additional custodian or custodianscustodians directed by the Sponsor. In connection with such delivery the Trustee will, solely if and in the manner directed by the Sponsor, cause the Palladium to be weighed or assayed and any such weighing and assay shall be an expense of the Trust pursuant to Section 4.7(a)(ii) hereof. The Trustee shall have no liability for any delivery of Palladium or weighing or assaying of delivered Palladium directed by the Sponsor pursuant to the preceding provisions of this paragraph and in the absence of such direction shall have no obligation to effect such a delivery or to cause the delivered Palladium to be weighed, assayed or otherwise validated. Each such substitute or additional custodian shall deliver to the Depositaryshall, forthwith upon its appointment, an acceptance of such appointment satisfactory enter into a Custody Agreement in form and substance approved by the Sponsor. (b) The Trustee shall have no obligation to monitor the activities of any Custodian other than to receive and review such reports of the Palladium held for the Trust by such Custodian and of transactions in Palladium held for the account of the Trust made by such Custodian pursuant to the DepositaryCustody Agreements. Promptly after The accounts and operations of each Custodian shall be audited or examined by accountants or other inspectors selected by the Sponsor at such times as directed by the Sponsor as permitted by the Custody Agreements. In no event shall the Trustee be liable for (i) any such changeloss or damage resulting from the actions or omissions of any Custodian or loss or damage to the Palladium while in the possession of, or in transit to or from, any Custodian, (ii) the Depositary shall give notice amount, validity or adequacy of insurance maintained by any Custodian, (iii) any defect in Palladium held by a Custodian, (iv) any failure of Palladium to conform to the requirements of “good delivery” under the rules of LPPM, or (v) any failure of Palladium to conform to a description thereof in writing provided by the Custodian to all Owners. the Trustee. (c) Upon the appointment of any successor depositary Trustee hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary Trustee and the appointment of such successor depositary Trustee shall in no way impair the authority of each Custodian hereunder; but the successor depositary Trustee so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositaryTrustee.

The Custodian. The Depositary, after consultation with the Company, may from time to time appoint an agent, as permitted by Brazilian law and any applicable laws or regulations, to act for it as Custodian hereunder. The Custodian or its successor shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it it, and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreement. Any The Custodian may resign from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld), each of which shall thereafter be a the Custodian hereunder. The Depositary may discharge any the Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute or additional custodian or custodianscustodian, which shall thereafter be one of the Custodians Custodian hereunder. The Depositary shall shall, to the extent practical, notify the Company of the appointment of a the substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any the Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such the substitute or additional custodian or custodianscustodian. Each such The substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment of any successor depositary hereunder, each the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary. At no time shall there be more than one Custodian acting in connection with this Deposit Agreement, unless applicable Brazilian laws and regulations permit multiple custodians.

The Custodian. The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint use its reasonable efforts to appoint, after Consultation with the Company, a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld), each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint appoint, after Consultation with the Company, substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after As promptly as practicable upon any such change, the Depositary shall give notice thereof in writing to all Ownersthe Company. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each any such Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper necessary to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld)custodians, each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after Upon any such change, the Depositary shall give notice thereof in writing to all Ownersthe Issuer. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreement. Any Custodian may resign from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld), each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest interests of the Owners to do so, it may appoint substitute or additional custodian or custodians, each of which shall thereafter be one of the Custodians hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. (a) The Custodian shall be subject at all times and in all respects direction to the directions of the Depositary and shall be responsible solely Trustee to it and the Depositary shall be responsible for the compliance by enter into the Custodian Agreement with the applicable provisions Current Custodian is hereby confirmed. If, upon the resignation of this Deposit Agreement. Any Custodian may resign from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation any Custodian, there shall would be no Custodian acting hereunder, the Depositary Trustee shall, promptly after receiving notice of such noticeresignation, at the direction of the Sponsor appoint a substitute custodian or custodians approved selected by the Company (such approval not to be unreasonably withheld)Sponsor, each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice When directed by the Sponsor, and to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is extent permitted by, and in the best interest manner provided by, the relevant Custodian Agreement, the Trustee shall remove the Custodian and appoint a substitute custodian or appoint an additional custodian or custodians selected by the Sponsor, each of the Owners to do so, it may appoint which shall thereafter be a Custodian hereunder. Each such substitute or additional custodian shall, forthwith upon its appointment, enter into one or custodiansmore Custodian Agreements in form and substance approved by the Sponsor (provided, which shall thereafter be one however, that the rights and duties of the Custodians hereunderTrustee hereunder and under the then-existing Custodian Agreements shall not be materially altered by such new Custodian Agreements without its consent). The Depositary After the date of this Agreement, the Trustee shall notify not enter into or amend any Custodian Agreement with a Custodian without the Company written approval of the appointment of Sponsor (which approval shall not be unreasonably withheld or delayed). When instructed by the Sponsor, the Trustee shall demand that a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities Silver held by it as are is requested of it to any other Custodian or such substitute or additional custodian Custodian or custodiansCustodians selected by the Sponsor. Each In connection with such substitute delivery, the Trustee will, solely if and in the manner directed by the Sponsor, cause the physical Silver to be weighed or additional custodian assayed and any such weighing and assay shall deliver be an expense of the Trust pursuant to Section 4.7(a)(ii). The Trustee shall have no liability for any delivery of Silver or weighing or assaying of delivered physical Silver directed by the Sponsor pursuant to the Depositarypreceding provisions of this paragraph and, forthwith upon its appointment, an acceptance in the absence of such appointment satisfactory direction from the Sponsor, shall have no obligation to effect such a delivery or to cause the delivered physical Silver to be weighed, assayed or otherwise validated. (b) The Trustee shall have no obligation to monitor the activities of any Custodian other than (i) to receive and review such reports of the Silver held for the Trust by such Custodian and of transactions in form and substance Silver held for the account of the Trust made by such Custodian pursuant to the DepositaryCustodian Agreement and (ii) to send a form of annual questionnaire for such Custodian to the Sponsor for the Sponsor’s review and approval, to send the annual questionnaire as approved by the Sponsor to such Custodian and, upon receipt of such Custodian’s responses to the annual questionnaire, to forward such responses to the Sponsor and to facilitate any further inquiry of such Custodian regarding such responses which may be specified by the Sponsor. Promptly after The accounts and operations of, and the Silver held for the Trust by, each Custodian shall be audited or examined by accountants, auditors or other inspectors selected by the Sponsor at such times as directed by the Sponsor and as permitted by the Custodian Agreements. In no event shall the Trustee be liable for (i) any such changeloss or damage resulting from the actions or omissions of, or the Depositary shall give notice insolvency of, any Custodian or loss or damage to the Silver while in the possession of, or in transit to or from, any Custodian, (ii) the amount, validity or adequacy of insurance maintained by any Custodian, (iii) any defect in Silver held by any Custodian, (iv) any failure of the Silver to conform to the requirements of “good delivery” under the rules of the LBMA or (v) any failure of the Silver to conform to a description thereof in writing provided by any Custodian to all Owners. the Trustee. (c) Upon the appointment of any successor depositary Trustee hereunder, each Custodian then acting hereunder under Custodian Agreements with the predecessor of such Trustee shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary Trustee, and the appointment of such successor depositary Trustee shall in no way impair the authority of each Custodian hereundersuch Custodian; but the successor depositary Trustee so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositaryTrustee.

The Custodian. The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If If, upon such resignation there shall would be no Custodian acting hereunderunder this Deposit Agreement, the Depositary shall, as promptly as practicable after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld)custodian, each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute or additional custodian or custodians, each of which shall thereafter be one of the Custodians a Custodian hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary Depositary, any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodiansCustodian. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the The Depositary shall give notice thereof notify the Company as promptly as practicable of any change in writing to all OwnersCustodian. Upon the appointment of any successor depositary hereunder, each the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such that Custodian all such instruments as may be proper to give to such that Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Depositary has appointed the Bank of Ireland as Custodian and agent of the Depositary for the purposes of this Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the The Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld)custodian, each of which shall thereafter be a the Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners Holders of Receipts to do so, it may appoint a substitute or additional custodian or custodianscustodian, which shall thereafter be one of the Custodians Custodian hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon , and upon demand of the Depositary any the previous Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodianscustodian. Each such substitute or additional custodian shall deliver to the Depositary, Depositary forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after Upon any such change, the Depositary shall give notice thereof in writing to all OwnersHolders of Receipts as promptly as practicable. Upon the appointment of any successor depositary hereunder, each the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it it, and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreement. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 thirty (30) days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld), each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute or additional custodian or custodians, each of which shall thereafter be one of the Custodians hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any the Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any Custodian may resign and be discharged from its duties hereunder by written notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld)custodians, each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld)custodians, each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute or additional custodian or custodians, each of which shall thereafter be one of the Custodians hereunder. The Depositary shall notify the Company of the appointment of a the substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective, if practicable. The Depositary may not appoint as Custodian any institution that is not qualified under applicable law to act as Custodian. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the The Depositary shall give the Company notice thereof of any change in writing to all OwnersCustodian as promptly as practicable. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it it, and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreement. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld), each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute or additional custodian or custodians, each of which shall thereafter be one of the Custodians hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any the Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreement. Any Custodian may resign from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld), each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest interests of the Owners to do so, it may appoint substitute or additional custodian or custodians, each of which shall thereafter be one of the Custodians hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after alter any such change, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, use its reasonable efforts to appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld)custodians, each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute or additional custodian or custodians, each of which shall thereafter be one of the Custodians hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each any such Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper necessary to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, use its reasonable efforts to appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld)custodians, each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each any such Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper necessary to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Any Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it. The Depositary may from time to time appoint one or more agents to act for it as Custodian hereunder. Each Custodian so appointed (other than JPMorgan Chase Bank, N. A.) shall give written notice to the Company and the Depositary shall accepting such appointment and agreeing to be responsible for the compliance bound by the Custodian with the applicable provisions of this Deposit Agreementterms hereof. Any Custodian may resign from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior written notice to the date on which such resignation is to become effectiveDepositary. If upon the effectiveness of such resignation there shall would be no Custodian acting hereunder, the Depositary shall, shall promptly after receiving such notice, notice appoint a substitute custodian Custodian or custodians approved by the Company (such approval not to be unreasonably withheld)Custodians, each of which shall thereafter be a Custodian hereunder. The Depositary may may, after consultation with the Company if practicable, discharge any Custodian at any time upon notice to the Custodian being discharged with discharged. Any Custodian ceasing to act hereunder as Custodian shall deliver, upon the approval instruction of the Company (such approval not Depositary, all Deposited Securities held by it to be unreasonably withheld). Whenever the Depositary in its discretion determines a Custodian that it is in the best interest of the Owners continuing to do so, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunderact. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment promptly as practicable of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall change in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositaryCustodians.

The Custodian. The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreement. Any The Custodian may resign from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld), each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may may, with the approval of the Company, which approval shall not be unreasonably withheld, appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to all OwnersOwners and to the Company. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreement. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld)custodians, each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its reasonable discretion determines that it is in the best interest of the Owners to do so, it may appoint substitute or additional custodian or custodianscustodians approved by the Issuer (such approval not to be unreasonably withheld), which shall thereafter be one of the Custodians hereunder. The Depositary Depositary, to the extent practicable, shall notify the Company Issuer of the appointment of a substitute or additional Custodian custodian at least 30 days prior to the date on upon which such appointment is to become effective. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreement. Any Custodian may resign from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld), each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, appointment an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly promptly after any such change, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Custodian. Depositary, after consultation with the Company, may from time to time appoint an agent, as permitted by Brazilian law and any applicable laws or regulations, to act for it as Custodian hereunder. The Custodian or its successor shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it it, and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreement. Any AnyThe Custodian may resign from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld), each of which shall thereafter be a athe Custodian hereunder. The Depositary may discharge any anythe Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute or additional custodian or custodians, which shall thereafter be one of the Custodians CustodiansCustodian hereunder. The Depositary shall shall, to the extent practical, notify the Company of the appointment of a athe substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any anythe Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such suchthe substitute or additional custodian or custodians. Each such suchThe substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment of any successor depositary hereunder, each eachthe Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each eachthe Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any anythe Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Depositary may from time to time appoint one or more agents, as permitted by Turkish law and any other applicable laws or regulations, to act for it as Custodian hereunder. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the undertakes to procure compliance by the Custodian with the applicable provisions of this Deposit Agreement. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians custodians, each of which shall be approved by the Company (such approval not to be unreasonably withheld), each of which shall thereafter be a Custodian hereunder. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, the Deposited Property held by it, together with all such records maintained by it as Custodian with respect to such Deposited Property as the Depositary may discharge any Custodian at any time upon notice request, to the Custodian being discharged with designated by the approval of the Company (such approval not to be unreasonably withheld)Depositary. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint substitute or additional custodian or custodians, upon notice to the Company, which shall thereafter be one of the Custodians hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities Property held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the DepositaryDepositary and the Company. Promptly after Immediately upon any such change, the Depositary shall give notice thereof in writing to all Owners. Citibank, N.A. may at any time act as Custodian of the Deposited Property pursuant to the Deposit Agreement, in which case any reference to Custodian shall mean Citibank, N.A. solely in its capacity as Custodian pursuant to the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement or any Receipt, the Depositary shall not be obligated to give notice to the Company, any Owners of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Depositary has initially appointed Citibank, N.A., Mexico, as custodian and agent of the Depositary for the purpose of this Deposit Agreement. The Custodian in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 60 days prior to the date on which such resignation is to become effective. If upon such notice of resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by that is organized under the Company (such approval not to be unreasonably withheld), each laws of the United Mexican States which shall thereafter be a the Custodian hereunder. The Depositary may (i) discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may and appoint a substitute or additional custodian or custodians(ii) appoint an additional custodian, which who, in either case shall thereafter be one of the Custodians a Custodian hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each Forthwith upon its appointment, each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, Depositary an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, Any Custodian ceasing to act hereunder as Custodian shall deliver all Deposited Securities held by it to a Custodian continuing to act upon the instruction of the Depositary. The Depositary shall give notice thereof in writing to all OwnersHolders, the Company and each other Custodian of the name, location and the appointment of any Custodian not named in the Receipts. Upon the appointment of any successor depositary hereunder, each any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreement. Any Custodian may resign from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld), each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners Holders to do so, it may may, after consultation with the Company, appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to all OwnersHolders. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld)custodians, each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreement. Any Custodian may resign from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld), ) each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any Custodian may resign from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld), each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with and to the approval of the Company (such approval not to be unreasonably withheld)Company. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may may, after prior consultation with the Company, appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to as soon as practicable before the date on which such appointment is to become effective. Upon demand of the Depositary Depositary, any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian Custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each any Custodian hereunder; , but the successor depositary so appointed shall, nevertheless, on the written request of any CustodianCustodian or as required by French law, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Depositary, after consultation with the Company, may from time to time appoint one or more agents to act for it as custodian hereunder. The Depositary has initially appointed Citibank, N. A. as Custodian and agent of the, Depositary for the purpose of this Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Shares and the American Depositary Shares and Receipts with respect to which the Custodian acts as custodian and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any Custodian may resign and be discharged from its duties hereunder with respect to any Deposited Securities by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If If, upon the effectiveness of such resignation resignation, there shall should be no Custodian custodian acting hereunder, the Depositary shall, promptly after receiving such noticenotice and in consultation with the Company, appoint a substitute custodian or custodians approved by that is organized under the Company (such approval not laws of Venezuela with respect to be unreasonably withheld), each of the Deposited Securities with respect to which the Custodian has so resigned which shall thereafter be a the Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary determines, in its discretion determines discretion, that it is in the best interest of the Owners Holders to do so, it may appoint substitute or an additional custodian with respect to any Deposited Securities, or custodiansdischarge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be one of Custodian hereunder with respect to the Custodians hereunderDeposited Securities. The Depositary shall notify the Company of the appointment of a Forthwith upon its appointment, each such substitute or additional Custodian at least 30 days prior custodian shall deliver to the date on which Depositary and the Company an acceptance of such appointment is and agreement to become effectivebe bound by 'the terms hereof satisfactory in form and substance to the Depositary and the Company. Upon demand of the Depositary Depositary, any Custodian shall deliver such of the Deposited Securities held by it together with all records maintained by it as Custodian with respect to such Deposited Securities as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each , and each such substitute or additional custodian shall deliver to the Depositary, Depositary and the Company forthwith upon its appointment, an acceptance of such appointment and agreement to be bound by the terms hereof, satisfactory in form and substance to the DepositaryDepositary and the Company. Promptly after Immediately upon any such change, the Depositary shall give notice thereof in writing to all OwnersHolders of Receipts with respect to which such appointment has been made, each other Custodian and the Company. Upon the appointment of any successor depositary with respect to any Deposited Securities and the corresponding Shares, American Depositary Shares and Receipts hereunder, each any Custodian then acting hereunder with respect to such Deposited Securities shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Depositary has appointed the Governor and the Company of the Bank of Ireland as Custodian and agent to the Depositary for the purposes of this Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the undertakes to procure compliance by the Custodian with the applicable provisions of this Deposit Agreement. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If The Depositary or the Bank may discharge any Custodian at any time upon notice to the Custodian being discharged. If, however, upon such notice of resignation or discharge there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such noticenotice or upon the receipt of any such notice by the Custodian as the case may be, with the consent of the Bank, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld)custodians, each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners Holders to do so, it may (a) may, with the consent of the Bank or (b) shall at the Bank's written request, appoint a substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Depositary, the previous Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the DepositaryDepositary and the Bank. Promptly after Immediately upon any such change, the Depositary shall give notice thereof in writing to all OwnersHolders. Upon the appointment of any successor depositary hereunderDepositary, each the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each the Custodian hereunder; but the such successor depositary so appointed shall, nevertheless, on the written request of any such Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as such agent hereunder of such successor depositary.

The Custodian. (a) The Trustee is hereby directed to enter into the Trust Allocated Account Agreement and the Trust Unallocated Account Agreement with the Initial Custodian. The Initial Custodian shall will be subject at all times and in all respects to the directions of the Depositary Trustee as provided in such Custody Agreements, and shall will be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreement. Any Custodian may resign from its duties hereunder by notice of such resignation delivered to Beneficial Owners to the Depositary at least 30 days prior to the date on which such resignation is to become effectiveextent UK law requires. If upon such the resignation of any Custodian there shall would be no Custodian acting hereunder, the Depositary Trustee shall, promptly after receiving such noticenotice of such resignation, appoint a substitute custodian or custodians selected by the Sponsor pursuant to custody agreements approved by the Company Sponsor (such approval provided, however that the rights and duties of the Trustee hereunder shall not to be unreasonably withheldmaterially altered without its consent), each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to When directed by the Custodian being discharged with Sponsor or if the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary Trustee in its discretion determines that it is in the best interest of the Registered Owners to do soso and with the written approval of the Sponsor (which approval shall not be unreasonably withheld or delayed), it may the Trustee shall appoint a substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder. The Depositary After the date of this Agreement, the Trustee shall notify not enter into or amend any Custody Agreement with a Custodian without the Company written approval of the appointment of Sponsor (which approval shall not be unreasonably withheld or delayed). When instructed by the Sponsor, the Trustee shall demand that a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities Gold held by it as are is requested of it to any other Custodian or such substitute or additional custodian or custodianscustodians directed by the Sponsor. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory enter into a Custody Agreement in form and substance satisfactory to the DepositarySponsor and the Trustee. (b) The Trustee shall have no obligation to monitor the activities of any Custodian other than to receive and review such reports of the Gold held for the Trust by such Custodian and of transactions in Gold held for the account of the Trust made by such Custodian pursuant to the Custody Agreements. Promptly after The accounts and operations of each Custodian shall be audited or examined by accountants or other inspectors selected by the Sponsor at such times as directed by the Sponsor as permitted by the Custody Agreements. In no event shall the Trustee be liable for (i) any such changeloss or damage resulting from the actions or omissions of any Custodian or loss or damage to the Gold while in the possession of, or in transit to or from, any Custodian, (ii) the Depositary shall give notice amount, validity or adequacy of insurance maintained by any Custodian, (iii) any defect in Gold held by a Custodian, (iv) any failure of Gold to conform to the requirements of “good delivery” under the rules of LBMA, or (v) any failure of Gold to conform to a description thereof in writing provided by the Custodian to all Owners. the Trustee. (c) Upon the appointment of any successor depositary Trustee hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary Trustee and the appointment of such successor depositary Trustee shall in no way impair the authority of each Custodian hereunder; but the successor depositary Trustee so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositaryTrustee.

The Custodian. The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld)custodians, each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute or additional custodian or custodians, each of which shall thereafter be one of the Custodians hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Depositary, upon the written request or with the written approval of the Company, may from time to time appoint one or more agents to act for it as Custodian thereunder. The Depositary has initially appointed Banco Bilbao Vizcaya (BBV) located at Plaza San Nicolas, 4 Bilbao, Banco Exterior de Espana located at Cxxxxxx xx Xxx Xxxxxxxx, 00, 28014 Madrid, S.A., Caja de Ahorros y Pensiones de Barcelona located at Ax. Xxxxxxxx, 000-000, 00000 Xxxxxxxxx and Citibank, N.A. located at Sucursal en Espana. J. Xxxxxx y Gxxxxx, 00, 00000 Xxxxxx as Custodians and agents of the Depositary for the purpose of this Deposit Agreement. Each Custodian so appointed (other than Citibank, N.A.) shall give notice in writing to the Company and the Depositary accepting such appointment and agreeing to be bound by the applicable terms hereof. Any Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any Custodian may resign from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If The Depositary may, and upon such resignation there shall be no Custodian acting hereunder, instructions from the Depositary Company shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by discharge the Company (such approval not to be unreasonably withheld), each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged discharged. The Depositary, after such discharge or receipt of such notice of resignation, may, upon the request or with the approval of the Company (such which approval shall not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute or additional custodian or custodianscustodian, which shall thereafter be one the Custodian hereunder; provided that all Custodians appointed hereunder (except Citibank, N.A.) shall be members of the Custodians hereunder. The Depositary national clearing system of Spain; provided further that there shall notify the Company of the appointment of a substitute or additional Custodian always be at least 30 days prior one Custodian who is a member of such Spanish clearing system. Any Custodian ceasing to the date on which such appointment is to become effective. Upon demand of the Depositary any act hereunder as Custodian shall deliver such of the all Deposited Securities held by it as are requested to a Custodian continuing to act upon the instruction of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the The Depositary shall give notice thereof in writing to all Ownersthe Holders of the name and location of the appointment of any Custodian. Upon the appointment of any successor depositary hereunder, each the Custodian then acting hereunder shall forthwith forthwith, become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each the Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon the effectiveness of such resignation there shall would be no Custodian acting hereunder, the Depositary shall, as promptly as practicable after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld)custodians, each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may appoint a substitute or additional custodian or custodians, each of which shall thereafter be one of the Custodians hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional may not appoint as Custodian at least 30 days prior any institution that is not qualified under applicable law to the date on which such appointment is to become effectiveact as Custodian. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly after any such change, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. (a) The Trustee is hereby directed to enter into the Trust Allocated Account Agreement and the Trust Unallocated Account Agreement with the Initial Custodian. The Initial Custodian shall will be subject at all times and in all respects to the directions of the Depositary Trustee as provided in such Custody Agreements, and shall will be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreement. Any Custodian may resign from its duties hereunder by notice of such resignation delivered to Beneficial Owners to the Depositary at least 30 days prior to the date on which such resignation is to become effectiveextent UK law requires. If upon such the resignation of any Custodian there shall would be no Custodian acting hereunder, the Depositary Trustee shall, promptly after receiving such noticenotice of such resignation, appoint a substitute custodian or custodians selected by the Sponsor pursuant to custody agreements approved by the Company Sponsor (such approval provided, however that the rights and duties of the Trustee hereunder shall not to be unreasonably withheldmaterially altered without its consent), each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to When directed by the Custodian being discharged with Sponsor or if the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary Trustee in its discretion determines that it is in the best interest of the Registered Owners to do soso and with the written approval of the Sponsor (which approval shall not be unreasonably withheld or delayed), it may the Trustee shall appoint a substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder. The Depositary After the date of this Agreement, the Trustee shall notify not enter into or amend any Custody Agreement with a Custodian without the Company written approval of the appointment of Sponsor (which approval shall not be unreasonably withheld or delayed). When instructed by the Sponsor, the Trustee shall demand that a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities Silver held by it as are is requested of it to any other Custodian or such substitute or additional custodian or custodianscustodians directed by the Sponsor. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory enter into a Custody Agreement in form and substance satisfactory to the DepositarySponsor and the Trustee. (b) The Trustee shall have no obligation to monitor the activities of any Custodian other than to receive and review such reports of the Silver held for the Trust by such Custodian and of transactions in Silver held for the account of the Trust made by such Custodian pursuant to the Custody Agreements. Promptly after The accounts and operations of each Custodian shall be audited or examined by accountants or other inspectors selected by the Sponsor at such times as directed by the Sponsor as permitted by the Custody Agreements. In no event shall the Trustee be liable for (i) any such changeloss or damage resulting from the actions or omissions of any Custodian or loss or damage to the Silver while in the possession of, or in transit to or from, any Custodian, (ii) the Depositary shall give notice amount, validity or adequacy of insurance maintained by any Custodian, (iii) any defect in Silver held by a Custodian, (iv) any failure of Silver to conform to the requirements of “good delivery” under the rules of LBMA, or (v) any failure of Silver to conform to a description thereof in writing provided by the Custodian to all Owners. the Trustee. (c) Upon the appointment of any successor depositary Trustee hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary Trustee and the appointment of such successor depositary Trustee shall in no way impair the authority of each Custodian hereunder; but the successor depositary Trustee so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositaryTrustee.

The Custodian. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the it. If any Custodian with the applicable provisions of this Deposit Agreement. Any Custodian may resign resigns or is discharged from its duties hereunder by notice of such resignation delivered with respect to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be any Deposited Securities and no other Custodian acting has previously been appointed hereunder, the Depositary shall, shall promptly after receiving such notice, appoint a substitute custodian or custodians approved by that is authorized to act as custodian under the Company (such approval not to be unreasonably withheld), each laws of which shall thereafter be a Custodian hereunderRussia. The Depositary shall require such resigning or discharged Custodian to deliver the Deposited Securities held by it, together with all such records maintained by it as Custodian with respect to such Deposited Securities as the Depositary may discharge any Custodian at any time upon notice request, to the Custodian being discharged with designated by the approval of the Company (such approval not to be unreasonably withheld)Depositary. Whenever the Depositary determines, in its discretion determines discretion, that it is in the best interest of the Owners appropriate to do so, it may appoint an additional entity to act as Custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and appoint a substitute or additional custodian or custodianscustodian, which shall thereafter be one of the Custodians hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior hereunder with respect to the date on which such appointment is to become effectiveDeposited Securities. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it As soon as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly practicable after any such change, the Depositary shall give notice thereof in writing to all OwnersHolders. Upon the appointment of any successor depositary hereunderdepositary, each any Custodian then acting hereunder shall forthwith becomeshall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, writing and shall be subject to the agent hereunder direction of such the successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the depositary. The successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder to act on the direction of such successor depositary.

The Custodian. The Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreement. Any Custodian may resign from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If upon such resignation there shall be no Custodian acting hereunder, the Depositary shall, promptly after receiving such notice, appoint a substitute custodian or custodians approved by the Company (such approval not to be unreasonably withheld), each of which shall thereafter be a Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may may, after consultation with the Company, appoint substitute or additional custodian or custodians, which shall thereafter be one of the Custodians hereunder. The To the extent practicable, the Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary any Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Promptly As promptly as practicable after any such change, the Depositary shall give notice thereof in writing to all Owners. Upon the appointment of any successor depositary hereunder, each Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such Custodian full and complete power and authority as agent hereunder of such successor depositary.

The Custodian. The Custodian or its successor in acting hereunder shall be subject at all times and in all respects to the directions direction of the Depositary and shall be responsible solely to it and the Depositary shall be responsible for the compliance by the Custodian with the applicable provisions of this Deposit Agreementit. Any Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least 30 days prior to the date on which such resignation is to become effective. If If, upon such resignation notice of resignation, there shall be no Custodian custodian acting hereunder, the Depositary shall, promptly after receiving such notice, and subject to the prior approval of the Company appoint a substitute custodian or custodians approved by that is organized under the Company (such approval not to be unreasonably withheld), each laws of the England and Wales which shall thereafter be a the Custodian hereunder. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged with the approval of the Company (such approval not to be unreasonably withheld). Whenever the Depositary determines, in its discretion determines discretion, that it is in the best interest of the Owners Holders to do so, after consultation with the Company if practicable, it may appoint substitute or an additional custodian or custodiansdischarge the Custodian and appoint a substitute custodian, which shall thereafter be one of the Custodians a Custodian hereunder. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian at least 30 days prior to the date on which such appointment is to become effective. Upon demand of the Depositary Depositary, any Custodian ceasing to act hereunder as Custodian shall deliver such of the Deposited Securities held by it as are requested of it to any other Custodian or such substitute or additional custodian or custodianscustodians continuing to act upon the instruction of the Depositary. Each such substitute or additional custodian shall deliver to the Depositary, Depositary (with a copy to the Company) forthwith upon its appointment, appointment an acceptance of such appointment and agreement to be bound by the terms hereof, satisfactory in form and substance to the Depositary. Promptly after Immediately upon any such change, the Depositary shall give notice thereof in writing to all OwnersHolders of the name and location of the appointment of any Custodian not named in the Receipts, each other Custodian and the Company. Upon the appointment of any successor depositary hereunder, each any Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall in no way impair the authority of each any Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of any Custodian, execute and deliver to such Custodian all such instruments as may be proper to give to such the Custodian full and complete power and authority as agent hereunder of such successor depositary.