Common use of The Custodian Clause in Contracts

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. as Custodian for the purpose of the Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If the Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall promptly appoint a substitute custodian that is authorized to operate as custodian bank under the laws of Brazil. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary, the Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of 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 to act on the direction of such successor depositary.

The Custodian. The Depositary, after consultation with the Company, may from time to time appoint one or more custodians hereunder. The Depositary has initially appointed Banco Itaú Unibanco S.A. each of ING Bank and Citibank, N.A., Amsterdam as Custodian for the purpose of the this Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities Shares for which the Custodian acts as custodian and shall be responsible solely to it. If the any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall promptly appoint a substitute custodian that is authorized to operate as custodian bank organized under the laws of BrazilThe Netherlands. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the such Deposited Securities. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSsReceipts, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary, the any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco Citibank Distribuidora de Titulos e Valores Mobiliarios S.A. as Custodian for the purpose of the this Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities Shares for which the Custodian acts as custodian and shall be responsible solely to it. If the The Custodian resigns or is may resign and be discharged from its duties hereunder with respect to any Deposited Securities and no other Custodian has previously been appointed hereunder, by notice of such resignation delivered to the Depositary at least 60 days prior to the date on which such resignation is to become effective. The Depositary shall promptly appoint a substitute custodian that is authorized to operate as custodian bank organized under the laws of Brazil, which substitute custodian shall assume its duties hereunder on the effective date of the resignation of the Custodian hereunder. The Depositary hereby covenants and agrees that at no time shall there be more than one Custodian acting in connection with this Deposit Agreement. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be the Custodian hereunder with respect to the Deposited Securities. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary, the Custodian then acting hereunder shall, 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 direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of 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 to act on the direction of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. Citibank, N.A., London Branch, as Custodian for the purpose of the Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If the any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall shall, with notice to the Company, promptly appoint a substitute custodian that is authorized to operate as custodian bank under the laws of Brazilcustodian. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary, the any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco Itau S.A. as Custodian for the purpose of the Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities Shares for which the Custodian acts as custodian and shall be responsible solely to it. If the any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall promptly appoint a substitute custodian that is authorized to operate as custodian bank organized under the laws of Brazil. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian substitute custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary, the any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. Citibank AG, Frankfurt as Custodian for the purpose of the Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If the any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall shall, after consultation with the Company, promptly appoint a substitute custodian that is authorized to operate as custodian bank organized under the laws of BrazilGermany. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is 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 custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary, the any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. as Custodian for the purpose of the Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If the any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall promptly appoint a substitute custodian that is authorized to operate as custodian bank under the laws of Brazilcustodian. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated by the Depositary. The Depositary shall use reasonable commercial efforts to ensure that at all times there is a Custodian hereunder. Whenever the Depositary determines, in its discretion, that it is 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 custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Immediately upon Promptly after any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. Citibank, N.A. may at any time act as Custodian The Depositary shall use its reasonable efforts to obtain from the substitute custodian an acceptance of the Deposited Securities pursuant such appointment satisfactory in form and substance 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 ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit AgreementDepositary. Upon the appointment of any successor depositary, the any Custodian then acting hereunder shall, 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 direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. Citibank, N.A., (Taipei) as Custodian for the purpose of the this Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If the any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall promptly appoint a substitute qualified custodian that is authorized to operate as custodian bank organized under the laws of Brazilthe Republic of China. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian substitute custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSsReceipts, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary, the any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. its principal London office as the Custodian and agent of the Depositary for the purpose purposes of the this Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If the The Custodian resigns or is may resign and be discharged from its duties hereunder with respect by notice of such resignation delivered to any Deposited Securities and 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 other Custodian has previously been appointed acting hereunder, the Depositary shall shall, promptly after receiving such notice, appoint a substitute custodian that is authorized approved by the Issuer (such approval not to operate as custodian bank under the laws of Brazil. The Depositary be unreasonably withheld) which shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to thereafter be the Custodian designated by the Depositaryhereunder. Whenever the Depositary determines, in its discretion, discretion determines that it is appropriate in the best interest of the Owners to do so, it may discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodianor additional custodian approved by the Issuer (such approval not to be unreasonably withheld), which shall thereafter be a Custodian hereunder with respect hereunder. Upon demand of the Depositary any previous Custodian shall deliver the Deposited Securities held by it to any other Custodian or substitute or additional custodian. Each such substitute or additional custodian shall deliver to the Deposited SecuritiesDepositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary and the Issuer. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders Owners of ADSs, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit AgreementReceipts. Upon the appointment of any successor depositarydepositary hereunder, the Custodian then acting hereunder shallshall forthwith become, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall be subject to in no way impair the direction authority of the successor depositary. The Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of 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 to act on the direction as agent hereunder of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. Skandinaviska Enskilda Banken as Custodian for the purpose of the this Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities Shares for which the Custodian acts as custodian and shall be responsible solely to it. If the any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall promptly , after consultation with the Company to the extent reasonably practicable, appoint a substitute custodian that is authorized to operate as custodian bank organized under the laws of BrazilSweden. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may may, after consultation with the Company to the extent reasonably practicable, appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSsADRs, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary, the any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. Citibank, N.A. – Buenos Aires as Custodian for the purpose of the Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If the any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary Depositary, in consultation with the Company, shall promptly appoint a substitute custodian that is authorized to operate as custodian bank under the laws of Brazilcustodian. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may may, in consultation with the Company, appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the The Depositary shall not be obligated to give notice as early as is practicable to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary, the any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. Citicorp Nominees Pty Limited as Custodian for the purpose of the Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If the any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall promptly appoint a substitute custodian that following prior written notice to, and consultation with, the Company, to the extent such prior notice and consultation is authorized to operate as custodian bank under the laws of Brazilreasonably practicable. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, ADSs and each other Custodian and the CompanyCustodian. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary, the any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. its principal London office as Custodian and agent of the Depositary for the purpose purposes of the this Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If the The Custodian resigns or is may resign and be discharged from its duties hereunder with respect by notice of such resignation delivered to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall at least 30 days prior to the date on which such resignation is to become effective. The Depositary shall, promptly after receiving such notice, appoint a substitute custodian that is authorized to operate as custodian bank under the laws of Brazil. The Depositary Custodian, which shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to thereafter be the Custodian designated by the Depositaryhereunder. Whenever the Depositary determines, in its discretion, discretion determines that it is appropriate in the best interest of the Holders of Receipts to do so, it may discharge the Custodian with respect to any Deposited Securities and appoint a substitute subsitute custodian, which shall thereafter be the Custodian hereunder with respect and upon demand of the Depositary the previous Custodian shall deliver the Deposited Securities held by it to such substitute custodian. Each such substitute Custodian shall deliver to the Deposited SecuritiesDepositary forthwith upon its appointment an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit AgreementReceipts. Upon the appointment of any successor depositarysuccssor depositary bereunder, the Custodian then acting hereunder shallshall forthwith become, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall be subject to in no way impair the direction authority of the successor depositary. The Custodian hereunder but the successor depositary so appointed shall, nevertheless, on the written request of 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 to act on the direction authortcy 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 Banco Itaú Unibanco S.A. Citibank, N.A., London Branch as Custodian and agent of the Depositary for the purpose of the this Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities for Shares and the American Depositary Shares and Receipts with respect to which the Custodian acts as custodian and shall be responsible solely to it. If the Any Custodian resigns or is may resign and be discharged from its duties hereunder with respect to any Deposited Securities and duties. If, upon the effectiveness of such resignation, there should be no other Custodian has previously been appointed custodian acting hereunder, the Depositary shall shall, promptly after receiving such notice, appoint a substitute custodian that is authorized to operate as custodian bank organized under the laws of Brazil. The Depositary shall require such resigning or discharged Custodian England with respect to Deliver, or cause the Delivery of, 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 request, to which the Custodian designated by has so resigned which shall thereafter be the DepositaryCustodian hereunder. Whenever the Depositary determines, in its discretion, that it is appropriate in the best interest of the Holders to do so, it may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Upon demand of the 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. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSsReceipts with respect to which such appointment has been made, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositarydepositary with respect to any Deposited Securities and the corresponding Shares, the American Depositary Shares and Receipts hereunder, any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue with respect to be the Custodian of the 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 be subject to in no way impair the direction authority of each Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction as agent hereunder of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. Citibank N.A. Tokyo as Custodian for the purpose of the this Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Shares and other Deposited Securities and other property for which the Custodian acts as custodian and shall be responsible solely to it. If the any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall promptly appoint a substitute custodian that is authorized to operate as custodian bank organized under the laws of BrazilJapan and obtain the approval of the Company of such appointment. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may may, with the approval of the Company, appoint an additional custodian with respect to any Deposited Securities, or, with the approval of the Company, discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSsReceipts, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary, the any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction of such successor depositary.

The Custodian. The Depositary, after consultation with and written approval from (which approval shall not be unreasonably withheld) the Company, may from time to time appoint one or more agents to act for it as custodian hereunder. The Depositary has initially appointed Banco Itaú Unibanco S.A. Citibank, N.A., Hong Kong branch as Custodian and agent of the Depositary for the purpose of the this Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If the Any Custodian resigns or is may resign and be discharged from its duties hereunder with respect to any Deposited Securities and 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 notice of resignation, there shall be no other Custodian has previously been appointed custodian acting hereunder, the Depositary shall shall, promptly after receiving such notice, appoint a substitute custodian that is authorized to operate as custodian bank organized under the laws of Brazil. The Depositary shall require such resigning or discharged Custodian Hong Kong with respect to Deliver, or cause the Delivery of, 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 request, to which the Custodian designated by has so resigned which shall thereafter be the DepositaryCustodian hereunder. Whenever the Depositary determines, in its discretion, that it is appropriate in the best interest of the Holders to do so, it may may, after consultation with and written approval from the Company (which approval shall not be unreasonably withheld) appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Forthwith upon its appointment, each such substitute or additional custodian shall deliver to the Depositary an acceptance of such appointment and agreement to be bound by the terms hereof satisfactory to the Depository and the Company. Upon demand of the 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. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSsReceipts with respect to which such appointment has been made, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositarydepositary with respect to any Deposited Securities and the corresponding Shares, the American Depositary Shares and Receipts hereunder, any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue with respect to be the Custodian of the 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 be subject to in no way impair the direction authority of each Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction as agent hereunder of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. Citibank DTVM S.A., as Custodian for the purpose of the Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities Shares for which the Custodian acts as custodian and shall be responsible solely to it. If the Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall after consultation with the Company, promptly appoint a substitute custodian that is authorized to operate as custodian bank organized under the laws of Brazil. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated by the Depositary. The Depositary shall use reasonable commercial efforts to ensure that at all times there is a Custodian hereunder. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary, the Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of 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 to act on the direction of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. Depositary, upon the written request or with the written approval of the Company, may from time to time appoint one or more agents, as permitted by Venezuelan law and any other applicable laws or regulations, to act for it as Custodian for hereunder. Each Custodian so appointed (other than Xxxxxx Guaranty Trust Company of New York) shall give notice in writing to the purpose of Company and the Deposit AgreementDepositary accepting such appointment and agreeing to be bound by the applicable terms hereof. The Any Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If the Any Custodian resigns or is discharged may resign from its duties hereunder with respect 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. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged. Any Custodian ceasing to act hereunder as Custodian shall deliver all Deposited Securities and no other held by it to a Custodian has previously been appointed hereunder, continuing to act upon the Depositary shall promptly appoint a substitute custodian that is authorized to operate as custodian bank under instruction of the laws of BrazilDepositary. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian the name and the Company. Citibank, N.A. may at any time act as Custodian location of the Deposited Securities pursuant to the Deposit Agreement, in which case appointment of any reference to Custodian shall mean Citibank, N.A. solely in its capacity as Custodian pursuant to the Deposit Agreement. Notwithstanding anything contained not named in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit AgreementReceipts. Upon the appointment of any successor depositarydepositary hereunder, the any Custodian then acting hereunder shallshall forthwith become, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall be subject to in no way impair the direction authority of any Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction as agent hereunder of such successor depositary.

The Custodian. (a) The Depositary has initially appointed Banco Itaú Unibanco S.A. as 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 for will be subject to the purpose directions of the Deposit Agreement. The Custodian or its successors Trustee as provided in acting hereunder shall be subject at all times such Custody Agreements, and in all respects to the direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall will be responsible solely to itit and to Beneficial Owners to the extent UK law requires. If upon the resignation of any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and there would be no other Custodian has previously been appointed acting hereunder, the Depositary shall Trustee shall, promptly after receiving such notice of such resignation, appoint a substitute custodian that is authorized to operate as custodian bank under the laws of Brazil. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated custodians selected by the DepositarySponsor pursuant to custody agreements approved by the Sponsor (provided, however that the rights and duties of the Trustee hereunder shall not be materially altered without its consent), each of which shall thereafter be a Custodian hereunder. Whenever When directed by the Depositary determines, Sponsor or if the Trustee in its discretion, discretion determines that it is appropriate 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 discharge the Custodian with respect to any Deposited Securities and Trustee shall appoint a substitute custodianor additional custodian or custodians, which shall thereafter be Custodian hereunder with respect to one of the Deposited SecuritiesCustodians hereunder. Immediately upon any such changeAfter the date of this Agreement, the Depositary Trustee shall give notice thereof in writing to all Holders of ADSs, each other not enter into or amend any Custody Agreement with a Custodian and without the Company. Citibank, N.A. may at any time act as Custodian written approval of the Deposited Securities pursuant to the Deposit Agreement, in Sponsor (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 ADR, the Depositary approval shall not be obligated unreasonably withheld or delayed). When instructed by the Sponsor, the Trustee shall demand that a Custodian deliver such of the Platinum held by it as is requested of it to give notice to the Company, any Holders of ADSs or any other Custodian of or such substitute or additional custodian or custodians directed by the Sponsor. Each such substitute or additional custodian shall forthwith upon its acting as Custodian pursuant appointment, enter into a Custody Agreement in form and substance satisfactory to the Deposit Agreement. Upon Sponsor and the appointment of any successor depositary, the Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of 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 to act on the direction of such successor depositaryTrustee.

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 Banco Itaú Unibanco S.A. Citibank, N.A., Bombay as Custodian custodian and agent of the Depositary for the purpose of the Deposit this Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If the The Custodian resigns or is may resign and be discharged from its duties hereunder by 30 days' prior written notice of its election to do so delivered to the Depositary; such resignation to take effect upon the appointment of a successor Custodian and its acceptance of such appointment as hereinafter provided. If upon the delivery of such notice of resignation there shall be no Custodian acting hereunder other than the Custodian delivering the notice, the Depositary shall, promptly after receiving such notice and after consultation with respect the Company, appoint a substitute custodian which shall thereafter be the Custodian hereunder. The Depositary, after consultation with the Company, when it reasonably appears to be in the best interest of the Holders to do so, may appoint a substitute or an additional custodian, which shall thereafter be a Custodian hereunder. Forthwith upon its appointment, each such substitute or additional custodian shall deliver to the Depositary an acceptance of such appointment satisfactory in form and substance to the Depositary and to the Company. Immediately upon any Deposited Securities and no other Custodian has previously been appointed hereunderchange, the Depositary shall promptly appoint a substitute custodian that is authorized at its own expense give notice thereof in writing to operate as custodian bank under all Holders. Upon demand of the laws Depositary, any Custodian shall deliver such of Brazil. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, the Deposited Securities held by it, as are requested of it to any other Custodian together with all such records maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositarydepositary hereunder, the any Custodian then acting hereunder shallshall forthwith become, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall be subject to in no way impair the direction authority of each Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction as agent hereunder of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. Citibank, N.A. (London) as Custodian for the purpose of the Deposit Agreement. The Custodian or its successors in acting hereunder shall be authorized to act as custodian in England and Wales and shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities Property for which the Custodian acts as custodian and shall be responsible solely to it. If the any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities Property and no other Custodian has previously been appointed hereunder, the Depositary shall promptly appoint a substitute custodian that is authorized to operate as custodian bank under the laws of Brazilcustodian. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, the Deposited Securities Property held by it, together with all such records maintained by it as Custodian with respect to such Deposited Securities Property as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Property, or discharge the Custodian with respect to any Deposited Securities Property and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited SecuritiesProperty. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. Citibank, N.A. Citibank may at any time act as Custodian of the Deposited Securities Property pursuant to the Deposit Agreement, in which case any reference to Custodian shall mean Citibank, N.A. Citibank solely in its capacity as Custodian pursuant to the Deposit AgreementAgreement and the Depositary shall promptly give notice thereof to the Company. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary, the any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities Property without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction of such successor depositary.. Section 5.6

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. as Custodian for the purpose of the Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If the any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall promptly appoint a substitute custodian that is authorized to operate as custodian bank under the laws of Brazilcustodian. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its reasonable discretion, and upon consultation with the Company, that it is 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 custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Immediately upon After any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit AgreementHolders. Upon the appointment of any successor depositary, the any Custodian then acting hereunder shall, 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 direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction 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 Banco Itaú Unibanco S.A. Korea Securities Depository ("KSD") as Custodian custodian of the Depositary for the purpose of the this Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If the Depositary receives a notice of the resignation of the Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and upon effectiveness of such resignation there would be no other Custodian has previously been appointed hereunder, the Depositary shall shall, promptly after receiving such notice and after consultation with the Company, appoint a substitute custodian that is authorized to operate as which shall thereafter be the Custodian hereunder. Such resignation of the Custodian shall take effect upon the appointment of a successor custodian bank under the laws and its acceptance of Brazilsuch appointment. The Depositary shall require such resigning or discharged Custodian to DeliverDepositary, or cause after consultation with the Delivery ofCompany, the Deposited Securities held by it, together with all such records maintained by when it as Custodian with respect to such Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, determines that it is appropriate to do so, it may discharge the Custodian with respect to any Deposited Securities and appoint a substitute or an additional custodian, which shall thereafter be a Custodian hereunder with respect to the Deposited Securitieshereunder. Immediately upon any such changechange of Custodian or appointment of additional Custodians, the Depositary shall at its own expense give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit AgreementHolders. Upon the appointment of any successor depositarydepositary hereunder, the any Custodian then acting hereunder shallshall forthwith become, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall be subject to in no way impair the direction authority of each Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction as agent hereunder of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. Citibank N.A. as Custodian for the purpose of the this Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities Shares for which the Custodian acts as custodian and shall be responsible solely to it. If the any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall upon the request or with the prior approval of the Company (a) promptly appoint a substitute custodian that is authorized to operate as custodian bank organized under the laws of Brazilthe Republic of Italy. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated by the Depositary. Whenever The Depositary may upon the Depositary determinesrequest or with the prior approval of the Company appoint an additional custodian with respect to any Deposited Securities, in its discretion, that it is appropriate to do so, it may or (b) discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, Receipts and each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit AgreementCustodian. Upon the appointment of any successor depositary, the any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. the Bank of Ireland as Custodian and agent of the Depositary for the purpose purposes of the this Deposit Agreement. The Custodian or its successors in acting hereunder hereunderCustodian shall be subject at all times and in all respects to the direction directions of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If the The Custodian resigns or is may resign and be discharged from its duties hereunder with respect by notice of such resignation delivered to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall promptly appoint a substitute custodian that at least 30 days prior to the date on which such resignation is authorized to operate as custodian bank under the laws of Brazilbecome effective. The Depositary shall require shall, promptly after receiving such resigning or discharged Custodian to Delivernotice, or cause the Delivery of, 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 request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be the Custodian hereunder with respect hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Holders of Receipts to do so, it may appoint a substitute custodian, which shall thereafter be the Custodian hereunder, and upon demand of the Depositary the previous Custodian shall deliver the Deposited Securities held by it to such substitute custodian. Each such substitute custodian shall deliver to the Deposited SecuritiesDepositary forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit AgreementReceipts. Upon the appointment of any successor depositarydepositary hereunder, the Custodian then acting hereunder shallshall forthwith become, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall be subject to in no way impair the direction authority of the successor depositary. The Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of 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 to act on the direction as agent hereunder of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. Mxxxxx Bank Limited as Custodian for the purpose of the this Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities Shares for which the Custodian acts as custodian and shall be responsible solely to it. If the any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall promptly appoint a substitute custodian that is authorized to operate as custodian bank organized under the laws of BrazilFinland. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSsReceipts, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary, the any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction 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 Banco Itaú Unibanco S.A. Korea Securities Depository as Custodian and agent of the Depositary for the purpose of the this Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Shares and the other Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If the Any Custodian resigns or is may resign and be discharged from its duties hereunder with respect to any or all 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 a Custodian notifies the Depositary of its intention to resign and there is at the time no other Custodian has previously been appointed acting hereunder, the Depositary shall shall, promptly after receiving such notice and after consultation with the Company, appoint a substitute custodian that is authorized to operate as custodian bank organized under the laws of Brazil. The Depositary shall require such resigning or discharged Custodian Korea with respect to Deliver, or cause the Delivery of, the Deposited Securities with respect to which the Custodian has so resigned which shall thereafter be the Custodian hereunder. The Depositary, after consultation with the Company, when it reasonably appears to be in the best interest of the Holders to do so, may appoint a substitute or an additional custodian with respect to any or all Deposited Securities, which shall thereafter be a Custodian hereunder. Forthwith upon its appointment, each such substitute or additional custodian shall deliver to the Depositary an acceptance of such appointment and agreement to be bound by the terms hereof. Upon demand of the Depositary, any Custodian shall deliver such of the Deposited Securities with respect to which a substitute Custodian has been appointed held by it, it together with all such 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, and each such substitute or additional custodian shall deliver to the Depositary may requestforthwith upon its appointment, an acceptance of such appointment and agreement to be bound by the terms hereof, satisfactory in form and substance to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Immediately upon any such changechange in Custodian, the Depositary shall at its own expense give notice thereof in writing to all Holders of ADSsGDRs with respect to which such appointment has been made, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositarydepositary hereunder, the any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue with respect to be the Custodian of the 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 with respect to such Deposited Securities shall be subject in no way impair the authority of each Custodian hereunder with respect to such Deposited Securities; but the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction 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 Banco Itaú Unibanco S.A. Citibank, N.A., London Branch as Custodian and agent of the Depositary for the purpose of the this Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities for Shares and the ADSs and ADRs with respect to which the Custodian acts as custodian and shall be responsible solely to it. If the Any Custodian resigns or is may resign and be discharged from its duties hereunder with respect to any Deposited Securities and 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 should be no other Custodian has previously been appointed custodian acting hereunder, the Depositary shall shall, promptly after receiving such notice, appoint a substitute custodian that is authorized to operate as custodian bank organized under the laws of Brazil. The Depositary shall require such resigning or discharged Custodian the United Kingdom with respect to Deliver, or cause the Delivery of, 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 request, to which the Custodian designated by has so resigned which shall thereafter be the DepositaryCustodian hereunder. Whenever the Depositary determines, in its discretion, that it is appropriate in the best interest of the Holders to do so, it may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Forthwith upon its appointment, each such substitute or additional custodian shall deliver to the Depositary and the Company an acceptance of such appointment and agreement to be bound by the terms hereof satisfactory in form and substance to the Depositary and the Company. Upon demand of the 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, and each such substitute or additional custodian shall deliver to the 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 Depositary and the Company. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSsADRs with respect to which such appointment has been made, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositarydepositary with respect to any Deposited Securities and the corresponding Shares, the ADSs and ADRs hereunder, any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue with respect to be the Custodian of the 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 be subject to in no way impair the direction authority of each Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction as agent hereunder of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. as Custodian for the purpose of the Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If the Any Custodian resigns or is discharged may resign from its duties hereunder with respect by notice of such resignation delivered to any Deposited Securities and 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 other Custodian has previously been appointed acting hereunder, the Depositary shall shall, promptly after receiving such notice, appoint a substitute custodian or 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 and to the Company. Whenever the Depositary in its discretion determines that it is authorized in the best interest of the Owners to operate as do so, it may, after prior consultation with the Company, appoint substitute or additional custodian bank under or custodians, which shall thereafter be one of the laws of BrazilCustodians hereunder. The Depositary shall require notify the Company of the appointment of a substitute or additional Custodian as soon as practicable before the date on which such resigning or discharged appointment is to become effective. Upon demand of the Depositary, any Custodian to Deliver, or cause the Delivery of, shall deliver such of the Deposited Securities held by it, together with all such records maintained by it as are requested of it to any other Custodian with respect to or such Deposited Securities as the Depositary may request, substitute or additional custodian or custodians. Each such substitute or additional Custodian shall deliver to the Custodian designated by Depositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Immediately upon Promptly after any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit AgreementOwners. Upon the appointment of any successor depositarydepositary hereunder, the each Custodian then acting hereunder shallshall forthwith become, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall be subject to in no way impair the direction authority of any Custodian hereunder, but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the Custodianany Custodian 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 to act on the direction as agent hereunder of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. Citibank, N.A., Hong Kong branch, as Custodian for the purpose of the Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities Shares for which the Custodian acts as custodian and shall be responsible solely to it. If the any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall shall, upon consultation with the Company to the extent reasonably practicable, promptly appoint a substitute custodian that is authorized to operate as custodian bank organized under the laws of BrazilHong Kong. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary, the any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. Citibank Nominees Singapore Pte Ltd as Custodian for the purpose of the this Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities Shares, for which the Custodian acts as custodian and shall be responsible solely to it. If the any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary Depositary, with the prior written consent of the Company, shall promptly appoint a substitute custodian that is authorized to operate as custodian bank organized under the laws of BrazilSingapore. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretionwith the prior approval of the Company, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Immediately upon any such change, the Depositary shall give prompt notice thereof in writing to all Holders of ADSsReceipts, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary, the any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. Svenska Handelsbanken as Custodian and agent of the Depositary for the purpose purposes of the this Deposit Agreement. The Each Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If the Each Custodian resigns or is may resign and be discharged from its duties hereunder with respect by notice of such resignation delivered to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall promptly appoint a substitute custodian that at least 30 days prior to the date on which such resignation is authorized to operate as custodian bank under the laws of Brazilbecome effective. The Depositary shall require shall, promptly after receiving such resigning or discharged Custodian to Delivernotice, or cause after consultation with the Delivery ofCompany if practicable, 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 request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be the Custodian hereunder with respect hereunder. Whenever the Depositary in its reasonable discretion determines that it is in the best interest of the Holders of Receipts to do so, it may ap­point a substitute or an additional custodian, which shall there­after be a Custodian hereunder, and upon demand of the Depositary the previous Custodian shall deliver the Deposited Securities held by it to such substitute custodian. Each such substitute custo­dian shall deliver to the Deposited SecuritiesDepositary forthwith upon its appointment an acceptance of such appointment satisfac­tory in form and substance to the Depositary. Immediately Promptly upon any such change, the Depositary shall give notice thereof in writing writ­ing to all Holders of ADSs, each other Custodian and the CompanyHolders. Citibank, N.A. The Depositary may at discharge or appoint 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to Custo­dian only after consultation with the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreementif practicable. Upon the appointment of any successor depositarydepositary hereunder, the any Custodian then acting hereunder shallshall forthwith become, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without with­out any further act or writing, the agent hereunder of such suc­cessor depositary and the appointment of such successor depositary shall be subject to in no way impair the direction authority of any Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction 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 custodians hereunder. The Depositary has initially appointed Banco Itaú Unibanco S.A. Skandinaviska Enskilda Banken and Svenska Handelsbanken as Custodian Custodians for the purpose of the this Deposit Agreement. The A Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities Shares for which the Custodian acts as custodian and shall be responsible solely to it. If the any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall promptly appoint a substitute custodian that is authorized to operate as custodian bank organized under the laws of BrazilSweden. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSsHolders, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary, the any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. Citibank, N.A. (London Branch) as Custodian for the purpose of the Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities Shares for which the Custodian acts as custodian and shall be responsible solely to it. If the any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall shall, with notice to the Company, promptly appoint a substitute custodian that is authorized to operate as custodian bank organized under the laws of BrazilEngland and Wales. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary, the any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. as agreed with the Custodian that the Custodian will receive and hold (or appoint agents approved by the Depositary to receive and hold) all Deposited Property for the purpose account and to the order of the Depositary in accordance with the applicable terms of the Deposit Agreement which include a requirement to segregate the Deposited Property from the other property of, or held by, the Custodian PROVIDED THAT the Custodian shall not be obliged to segregate cash comprised in the Deposited Property from cash otherwise held by the Custodian. The Custodian shall be responsible solely to the Depositary PROVIDED THAT, if and so long as the Depositary and the Custodian are the same legal entity, references to them separately in these Conditions and the Deposit Agreement are for convenience only and that legal entity shall be responsible for discharging both functions directly to the Holders and the Company. Upon the removal of or receiving notice of the resignation of the Custodian (where upon the effectiveness of that resignation or removal there would be no Custodian acting under the Deposit Agreement), the Depositary shall as promptly as practicable appoint a substitute Custodian or Custodians, which shall thereafter, become the Custodian under the Deposit Agreement. The Depositary shall require any Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If the Custodian that resigns or is discharged from removed to deliver all Deposited Property held by such Custodian to another Custodian. The Depositary in its duties hereunder discretion may appoint a substitute or additional custodian or custodians, which shall, upon acceptance of such appointment, become the Custodian under the Deposit Agreement. The Depositary shall notify Holders of such change in accordance with respect Condition 23. Notwithstanding the foregoing, the Depositary may temporarily deposit the Deposited Property in a manner or a place other than as therein specified; PROVIDED THAT, in the case of such temporary deposit in another place, the Company shall have consented to any such deposit, and such consent of the Company shall have been delivered to the Custodian. In case of transportation of the Deposited Securities and no other Custodian has previously been appointed hereunderProperty under this Condition, the Depositary shall promptly appoint a substitute custodian that is authorized to operate as custodian bank under obtain appropriate insurance at the laws expense of Brazil. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, Company if and to the Custodian designated by extent that the Depositary. Whenever the Depositary determines, in its discretion, that it obtaining of such insurance is appropriate to do so, it may discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian reasonably practicable and the Company. Citibank, N.A. may at any time act as Custodian premiums payable are 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary, the Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of 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 to act on the direction of such successor depositarya reasonable amount.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. 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 for hereunder. Each Custodian so appointed (other than JPMorgan Chase Bank) shall give notice in writing to the purpose of Company and the Deposit AgreementDepositary accepting such appointment and agreeing to be bound by the applicable terms hereof. The Any Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If the Any Custodian resigns or is discharged may resign from its duties hereunder with respect 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. The Depositary may discharge any at any time upon notice to the Custodian being discharged. Any Custodian ceasing to act hereunder as Custodian shall deliver all Deposited Securities and no other held by it to a Custodian has previously been appointed hereunder, continuing to act upon the Depositary shall promptly appoint a substitute custodian that is authorized to operate as custodian bank under instruction of the laws of BrazilDepositary. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian the appointment of and the Company. Citibank, N.A. may at name and location of 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. Notwithstanding anything contained not named in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit AgreementReceipts. Upon the appointment of any successor depositaryDepositary hereunder, the any Custodian then acting hereunder shallshall forthwith become, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, the agent hereunder of such successor Depositary and the appointment of such successor Depositary shall be subject to in no way impair the direction authority of any Custodian hereunder; but the successor depositary. The successor depositary Depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction as agent hereunder of such successor depositaryDepositary.

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 Banco Itaú Unibanco S.A. Citibank, N.A., London Branch as Custodian and agent of the Depositary for the purpose of the this Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities for Shares and the ADSs and ADRs with respect to which the Custodian acts as custodian and shall be responsible solely to it. If the Any Custodian resigns or is may resign and be discharged from its duties hereunder with respect to any Deposited Securities and 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 should be no other Custodian has previously been appointed custodian acting hereunder, the Depositary shall shall, promptly after receiving such notice, appoint a substitute custodian that is authorized to operate as custodian bank organized under the laws of Brazil. The Depositary shall require such resigning or discharged Custodian United Kingdom with respect to Deliver, or cause the Delivery of, 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 request, to which the Custodian designated by has so resigned which shall thereafter be the DepositaryCustodian hereunder. Whenever the Depositary determines, in its discretion, that it is appropriate in the best interest of the Holders to do so, it may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Forthwith upon its appointment, each such substitute or additional custodian shall deliver to the Depositary and the Company an acceptance of such appointment and agreement to be bound by the terms hereof satisfactory in form and substance to the Depositary and the Company. Upon demand of the 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, and each such substitute or additional custodian shall deliver to the 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 Depositary and the Company. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSsADRs with respect to which such appointment has been made, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositarydepositary with respect to any Deposited Securities and the corresponding Shares, the ADSs and ADRs hereunder, any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue with respect to be the Custodian of the 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 be subject to in no way impair the direction authority of each Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction as agent hereunder of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. as agreed with the Custodian that the Custodian will receive and hold (or appoint agents approved by the Depositary to receive and hold) all Deposited Property for the purpose account and to the order of the Depositary in accordance with the applicable terms of the Deposit AgreementAgreement which include a requirement to segregate the Deposited Property from the other property of, or held by, the Custodian PROVIDED THAT the Custodian shall not be obliged to segregate cash comprised in the Deposited Property from cash otherwise held by the Custodian. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If the Depositary PROVIDED THAT, if and so long as the Depositary and the Custodian resigns are the same legal entity, references to them separately in these Conditions and the Deposit Agreement are for convenience only and that legal entity shall be responsible for discharging both functions directly to the Holders and the Company. The Custodian may resign or be removed by the Depositary by giving prior notice, except that if a replacement Custodian is discharged from its duties hereunder with respect to any Deposited Securities and no other Custodian has previously been appointed hereunderwhich is a branch or affiliate of the Depositary, the Custodian’s resignation or discharge may take effect immediately on the appointment of such replacement Custodian. Upon the removal of or receiving notice of the resignation of the Custodian, the Depositary shall promptly appoint a substitute custodian that is authorized to operate as custodian bank under the laws of Brazil. The Depositary shall require such resigning or discharged successor Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated (approved (i) by the DepositaryCompany, such approval not to be unreasonably withheld or delayed, and (ii) by the relevant authority in Russia, if any), which shall, upon acceptance of such appointment, and the expiry of any applicable notice period, become the Custodian. Whenever the Depositary determines, in its discretion, discretion determines that it is appropriate in the best interests of the Holders to do so, it may discharge may, after prior consultation with the Company, terminate the appointment of the Custodian with respect to any Deposited Securities and appoint a substitute custodianand, which shall thereafter be Custodian hereunder with respect to in the Deposited Securities. Immediately upon event of any such changetermination, the Depositary shall give notice thereof promptly appoint a successor Custodian (approved (i) by the Company, such approval not to be unreasonably withheld or delayed, and (ii) by the relevant authority in writing to all Russia, if any), which shall, upon acceptance of such appointment, become the Custodian under the Deposit Agreement on the effective date of such termination. The Depositary shall notify Holders of ADSssuch change immediately upon such change taking effect in accordance with Condition 22. Notwithstanding the foregoing, each the Depositary may temporarily deposit the Deposited Property in a manner or a place other Custodian than as therein specified; PROVIDED THAT, in the case of such temporary deposit in another place, the Company shall have consented to such deposit, and such consent of the CompanyCompany shall have been delivered to the Custodian. Citibank, N.A. may at any time act as Custodian In case of transportation 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. Notwithstanding anything contained in the Deposit Agreement or any ADRProperty under this Condition, the Depositary shall not be obligated to give notice obtain appropriate insurance at the expense of the Company if and to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to extent that the Deposit Agreement. Upon the appointment of any successor depositary, the Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of 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 to act on the direction obtaining of such successor depositaryinsurance is reasonably practicable and the premiums payable are of a reasonable amount.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. Citibank, N.A., Hong Kong Branch as Custodian and agent for the purpose of the this Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities Shares for which the Custodian acts as custodian and shall be responsible solely to it. If the any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall promptly promptly, and after consultation with the Company, appoint a substitute custodian that is authorized licensed to operate as custodian bank under the laws of BrazilHong Kong. Such resignation of the Custodian shall take effect upon the appointment of a successor custodian and its acceptance of such appointment. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated by the Depositary. Whenever the Depositary determines, after consultation with the Company (if such consultation is practicable in its discretionthe opinion of the Depositary), that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary, the any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities and agent of such successor depositary without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction as agent hereunder of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. as Custodian for the purpose of the Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If the any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall shall, following consultation with the Company, promptly appoint a substitute custodian that is authorized to operate as custodian bank under the laws of Brazilcustodian. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated by the Depositary. The Depositary shall use reasonable commercial efforts to ensure that at all times there is a Custodian hereunder. Whenever the Depositary determines, in its discretion, that it is 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 custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Immediately upon Promptly after any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. Citibank, N.A. may at any time act as Custodian of the Deposited Securities pursuant The substitute custodian shall deliver to the Deposit AgreementDepositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in which case any reference to Custodian shall mean Citibank, N.A. solely in its capacity as Custodian pursuant form and substance to the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit AgreementDepositary. Upon the appointment of any successor depositary, the any Custodian then acting hereunder shall, 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 direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. Depositary, upon the request or with the approval of the Company, may from time to time (and shall, as promptly as practicable, whenever there be no Custodian hereunder) appoint one or more agents to act for it as Custodian for hereunder. Each Custodian so appointed (other than JPMorgan Chase Bank) shall give notice in writing to the purpose of Company and the Deposit AgreementDepositary accepting such appointment and agreeing to be bound by the applicable terms hereof. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If the The Custodian resigns or is discharged may resign from its duties hereunder with respect 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. The Depositary may discharge the Custodian at any time upon notice to the Custodian being discharged. Any Custodian ceasing to act hereunder as Custodian shall deliver all Deposited Securities and no other held by it to a Custodian has previously been appointed hereunder, continuing to act upon the Depositary shall promptly appoint a substitute custodian that is authorized to operate as custodian bank under instruction of the laws of BrazilDepositary. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian the name and the Company. Citibank, N.A. may at any time act as Custodian location of the Deposited Securities pursuant to the Deposit Agreement, in which case appointment of any reference to Custodian shall mean Citibank, N.A. solely in its capacity as Custodian pursuant to the Deposit Agreement. Notwithstanding anything contained not named in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit AgreementReceipts. Upon the appointment of any successor depositarydepositary hereunder, the Custodian then acting hereunder shallshall forthwith become, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall be subject to in no way impair the direction authority of the successor depositary. The Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to such the Custodian all such instruments as may be proper to give to such the 15 <PAGE> Custodian full and complete power and authority to act on the direction as agent hereunder of such successor depositary. SECTION 5.06.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. as Custodian for the purpose of the Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If the The Custodian resigns or is may resign and be discharged from its duties hereunder with respect by notice of such resignation delivered to any Deposited Securities and 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 would be no other Custodian has previously been appointed hereunderacting under this Deposit Agreement, the Depositary shall promptly appoint a substitute custodian that is authorized to operate as custodian bank under shall, after consultation with the laws of Brazil. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, Company to the Custodian designated by the Depositary. Whenever the Depositary determinesextent practicable, in its discretionas promptly as practicable after receiving such notice, that it is appropriate to do so, it may discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be a Custodian hereunder hereunder. Whenever the Depositary in its reasonable discretion determines that it is in the best interest of the Owners to do so, it may, after consultation with respect the Company to the extent practicable, appoint a substitute or additional custodian or custodians, each of which shall thereafter be a Custodian hereunder. To the extent practicable, the Depositary shall notify the Company of the appointment of a substitute or additional Custodian at lease 20 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 SecuritiesSecurities held by it as are requested of it to any other Custodian. Immediately Each 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. As promptly as practicable after any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositarydepositary hereunder, the Custodian then acting hereunder shallshall forthwith become, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall be subject to in no way impair the direction authority of each Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction 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 custodians hereunder. The Depositary has initially appointed Banco Itaú Unibanco S.A. ING Bank as Custodian for the purpose of the this Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities Shares for which the Custodian acts as custodian and shall be responsible solely to it. If the any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall promptly appoint a substitute custodian that is authorized to operate as custodian bank under the laws of Brazilcustodian. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the such Deposited Securities. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSsReceipts, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary, the any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. as Custodian for the purpose of the Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If the any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall promptly appoint a substitute custodian that is authorized to operate as custodian bank under the laws of Brazilcustodian. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated by the Depositary. The Depositary shall use reasonable commercial efforts to ensure that at all times there is a Custodian hereunder. Whenever the Depositary determines, in its discretion, that it is 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 custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Immediately upon Promptly after any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit AgreementHolders. Upon the appointment of any successor depositary, the any Custodian then acting hereunder shall, 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 direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. CITI BANAMEX, a bank organized under the laws of the United Mexican States and having its principal office at Reforma 000, 0xx Xxxxx, Xxxxxx, X.X., Xxxxxx 6695, as Custodian for the purpose of the Deposit Agreement. The Custodian or its successors in acting hereunder shall be authorized to act as custodian in the United Mexican States and shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities Property for which the Custodian acts as custodian and shall be responsible solely to it. If the any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities Property and no other Custodian has previously been appointed hereunder, the Depositary shall promptly appoint a substitute custodian that is authorized to operate as custodian bank under the laws of Brazilcustodian. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, the Deposited Securities Property held by it, together with all such records maintained by it as Custodian with respect to such Deposited Securities Property as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Property, or discharge the Custodian with respect to any Deposited Securities Property and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited SecuritiesProperty. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. Citibank, N.A. Citibank may at any time act as Custodian of the Deposited Securities Property pursuant to the Deposit Agreement, in which case any reference to Custodian shall mean Citibank, N.A. Citibank solely in its capacity as Custodian pursuant to the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement or any ADRADR to the contrary, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary, the any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities Property without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. the Bank of Ireland as Custodian and agent of the Depositary for the purpose purposes of the this Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If the The Custodian resigns or is may resign and be discharged from its duties hereunder with respect by notice of such resignation delivered to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall promptly appoint a substitute custodian that at least 30 days prior to the date on which such resignation is authorized to operate as custodian bank under the laws of Brazilbecome effective. The Depositary shall require shall, promptly after receiving such resigning or discharged Custodian to Delivernotice, or cause the Delivery of, 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 request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be the Custodian hereunder with respect hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Holders of Receipts to do so, it may appoint a substitute custodian, which shall thereafter be the Custodian hereunder, and upon demand of the Depositary the previous Custodian shall deliver the Deposited Securities held by it to such substitute custodian. Each such substitute custodian shall deliver to the Deposited SecuritiesDepositary forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit AgreementReceipts. Upon the appointment of any successor depositarydepositary hereunder, the Custodian then acting hereunder shallshall forthwith become, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall be subject to in no way impair the direction authority of the successor depositary. The Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of 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 to act on the direction as agent hereunder of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. Citibank, N.A. – Hong Kong Branch as Custodian for the purpose of the Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If the any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall promptly appoint a substitute custodian that is authorized to operate as custodian bank under the laws of Brazilcustodian. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary, the any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco Bancomer S.A. and Nacional Financiera, S.N.C. as Custodian and agent of the Depositary for the purpose purposes of the this Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If it and the Depositary undertakes to procure compliance by the Custodian resigns or is with the applicable provisions of this Deposit Agreement. The Custodian may resign and be discharged from its duties hereunder with respect by notice of such resignation delivered to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall at least thirty (30) days prior to the date on which such resignation is to become effective. The Depositary shall, promptly after receiving such notice, appoint a substitute custodian that is authorized approved by the Company (such approval not to operate as custodian bank under the laws of Brazil. The Depositary be unreasonably withheld), which shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to thereafter be the Custodian designated by the Depositaryhereunder. Whenever the Depositary determines, in its discretion, discretion determines that it is appropriate in the best interest of the Holders to do so, it may discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodiancustodian approved by the Company (such approval not to be unreasonably withheld), which shall thereafter be the Custodian hereunder with respect hereunder, and upon demand of the Depositary the previous Custodian shall deliver the Deposited Securities held by it to such substitute custodian. Each such substitute custodian shall deliver to the Deposited SecuritiesDepositary forthwith upon its appointment an acceptance of such appointment satisfactory in form and substance to the Depositary and the Company. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit AgreementHolders. Upon the appointment of any successor depositaryDepositary hereunder, the Custodian then acting hereunder shallshall forthwith become, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, the agent hereunder of such successor Depositary and the appointment of such successor Depositary shall be subject to in no way impair the direction authority of the Custodian hereunder; but the successor depositary. The successor depositary Depositary so appointed shall, nevertheless, on the written request of 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 to act on the direction as agent hereunder of such successor depositaryDepositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. Citibank Europe plc as Custodian for the purpose of the Deposit Agreement. The Custodian or its successors in acting hereunder shall be authorized to act as custodian in Finland and shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities Property for which the Custodian acts as custodian and shall be responsible solely to it. If the any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities Property and no other Custodian has previously been appointed hereunder, the Depositary shall promptly appoint a substitute custodian that is authorized to operate act as custodian bank under the laws of Brazilin Finland. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, the Deposited Securities Property held by it, together with all such records maintained by it as Custodian with respect to such Deposited Securities Property as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Property, or discharge the Custodian with respect to any Deposited Securities Property and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited SecuritiesProperty. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. Citibank, N.A. Citibank may at any time act as Custodian of the Deposited Securities Property pursuant to the Deposit Agreement, in which case any reference to Custodian shall mean Citibank, N.A. Citibank solely in its capacity as Custodian pursuant to the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement or any ADRADR to the contrary, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary, the any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities Property without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction of such successor depositary.

The Custodian. The Depositary 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 Banco Itaú Unibanco S.A. Citibank, N.A. (Bombay Branch) as Custodian custodian and agent of the Depositary for the purpose of the Deposit this Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If the The Custodian resigns or is may resign and be discharged from its duties hereunder with respect by 30 days' prior notice of its election to any Deposited Securities do so delivered to the Depositary; such resignation to take effect upon the appointment of a successor Cxxxxxxxx and its acceptance of such appointment as hereinafter provided. If upon such notice of resignation there shall be no other Custodian has previously been appointed acting hereunder, the Depositary shall shall, promptly after receiving such notice and after consultation with the Company, appoint a substitute custodian that is authorized to operate as custodian bank under which shall thereafter be the laws of BrazilCustodian hereunder. The Depositary, after consultation with the Company, when it reasonably appears to be in the best interest of the Holder to do so, may appoint a substitute or an additional custodian, which shall thereafter be a Custodian hereunder. Forthwith upon its appointment, each such substitute or additional custodian shall deliver to the Depositary an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any change, the Depositary shall require at its own expense give notice thereof in writing to all Holders. Upon demand of the Depositary, any Custodian shall deliver such resigning or discharged Custodian to Deliver, or cause the Delivery of, of the Deposited Securities held by it, as are requested of it to any other Custodian together with all such records maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositarydepositary hereunder, the any Custodian then acting hereunder shallshall forthwith become, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall be subject to in no way impair the direction authority of each Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction as agent hereunder of such successor depositary.

The Custodian. The Depositary 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 Banco Itaú Unibanco S.A. Citibank, N.A. (Bombay Branch) as Custodian custodian and agent of the Depositary for the purpose of the Deposit this Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If the The Custodian resigns or is may resign and be discharged from its duties hereunder with respect by 30 days' prior notice of its election to any Deposited Securities do so delivered to the Depositary; such resignation to take effect upon the appointment of a successor Custodian and its acceptance of such appointment as hereinafter provided. If upon such notice of resignation there shall be no other Custodian has previously been appointed acting hereunder, the Depositary shall shall, promptly after receiving such notice and after consultation with the Company, appoint a substitute custodian that is authorized to operate as custodian bank under which shall thereafter be the laws of BrazilCustodian hereunder. The Depositary, after consultation with the Company, when it reasonably appears to be in the best interest of the Holder to do so, may appoint a substitute or an additional custodian, which shall thereafter be a Custodian hereunder. Forthwith upon its appointment, each such substitute or additional custodian shall deliver to the Depositary an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any change, the Depositary shall require at its own expense give notice thereof in writing to all Holders. Upon demand of the Depositary, any Custodian shall deliver such resigning or discharged Custodian to Deliver, or cause the Delivery of, of the Deposited Securities held by it, as are requested of it to any other Custodian together with all such records maintained by it as Custodian with respect to such Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositarydepositary hereunder, the any Custodian then acting hereunder shallshall forthwith become, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall be subject to in no way impair the direction authority of each Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction as agent hereunder of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. Citibank N.A. London Branch as Custodian for the purpose of the Deposit Agreement. The Custodian or its successors in acting hereunder shall be authorized to act as custodian in Switzerland and shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities Property for which the Custodian acts as custodian and shall be responsible solely to it. If the any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities Property and no other Custodian has previously been appointed hereunder, the Depositary shall promptly appoint a substitute custodian that is authorized to operate as custodian bank under the laws of Brazilcustodian. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, the Deposited Securities Property held by it, together with all such records maintained by it as Custodian with respect to such Deposited Securities Property as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Property, or discharge the Custodian with respect to any Deposited Securities Property and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited SecuritiesProperty. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. Citibank, N.A. Xxxxxxxx may at any time act as Custodian of the Deposited Securities Property pursuant to the Deposit Agreement, in which case any reference to Custodian shall mean Citibank, N.A. Citibank solely in its capacity as Custodian pursuant to the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement or any ADRADR to the contrary, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary, the any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities Property without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction 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 Itaú Unibanco S.A. 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 Custodian Custodians and agents of the Depositary for the purpose of the this Deposit Agreement. The Each Custodian or its successors 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 direction directions of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If the Any Custodian resigns or is discharged may resign from its duties hereunder with respect by notice of such resignation delivered to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall promptly appoint a substitute custodian that at least 30 days prior to the date on which such resignation is authorized to operate as custodian bank under the laws of Brazilbecome effective. The Depositary shall require such resigning or discharged may, and upon instructions from the Company shall, discharge the Custodian to Deliver, or cause the Delivery of, 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 request, at any time upon notice to the Custodian designated by being discharged. The Depositary, after such discharge or receipt of such notice of resignation, may, upon the Depositary. Whenever request or with the Depositary determinesapproval of the Company (which approval shall not be unreasonably withheld), in its discretion, that it is appropriate to do so, it may discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be the Custodian hereunder; provided that all Custodians appointed hereunder with respect (except Citibank, N.A.) shall be members of the national clearing system of Spain; provided further that there shall always be at least one Custodian who is a member of such Spanish clearing system. Any Custodian ceasing to act hereunder as Custodian shall deliver all Deposited Securities held by it to a Custodian continuing to act upon the Deposited Securitiesinstruction of the Depositary. Immediately upon any such change, the The Depositary shall give notice thereof in writing to all the Holders of ADSs, each other Custodian the name and the Company. Citibank, N.A. may at any time act as Custodian location of the Deposited Securities pursuant to the Deposit Agreement, in which case appointment of 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 ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit AgreementCustodian. Upon the appointment of any successor depositarydepositary hereunder, the Custodian then acting hereunder shallshall forthwith, unless otherwise instructed by the Depositarybecome, continue to be the Custodian of the Deposited Securities without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall be subject to in no way impair the direction authority of the successor depositary. The Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of 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 to act on the direction as agent hereunder of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. Itau S.A., as Custodian custodian of the Depositary for the purpose of the this Rule 144A Deposit Agreement. The Depositary may appoint one or more additional or substitute Custodians hereunder. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities Shares for which the Custodian acts as custodian and shall be responsible solely to it. If the Custodian resigns or is discharged from its duties hereunder with respect to any Rule 144A Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall promptly appoint a substitute custodian that is authorized to operate act as custodian bank under the laws of Brazil. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, the deliver all Rule 144A Deposited Securities held by it, together with all such records maintained by it as Custodian with respect to such Rule 144A Deposited Securities as the Depositary may request, to the Custodian substitute custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may discharge the Custodian with respect to any Rule 144A Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Rule 144A Deposited Securities. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSsRule 144A GDRs, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary, the any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Rule 144A Deposited Securities without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. Deutsche Bank Ltd., as Custodian custodian of the Depositary for the purpose of the this Rule 144A Deposit Agreement. The Depositary may appoint one or more additional or substitute Custodians hereunder. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities Shares for which the Custodian acts as custodian and shall be responsible solely to it. If the Custodian resigns or is discharged from its duties hereunder with respect to any Rule 144A Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall promptly appoint a substitute custodian that is authorized to operate act as custodian bank under the laws of BrazilRussia. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, the deliver all Rule 144A Deposited Securities held by it, together with all such records maintained by it as Custodian with respect to such Rule 144A Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Rule 144A Deposited Securities, or discharge the Custodian with respect to any Rule 144A Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Rule 144A Deposited Securities. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSsRule 144A GDR Certificates, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary, the any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Rule 144A Deposited Securities without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco Citibank Distribuidora de Títulos e Valores Mobiliários S.A. as Custodian for the purpose of the this Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities Shares for which the Custodian acts as custodian and shall be responsible solely to it. If the The Custodian resigns or is may resign and be discharged from its duties hereunder with respect to any Deposited Securities and no other Custodian has previously been appointed hereunder, by notice of such resignation delivered to the Depositary at least 60 days prior to the date on which such resignation is to become effective. The Depositary shall promptly appoint a substitute custodian that is authorized to operate as custodian bank organized under the laws of Brazil, which substitute custodian shall assume its duties hereunder on the effective date of the resignation of the Custodian hereunder. The Depositary hereby covenants and agrees that at no time shall there be more than one Custodian acting in connection with this Deposit Agreement. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be the Custodian hereunder with respect to the Deposited Securities. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary, the Custodian then acting hereunder shall, 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 direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of 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 to act on the direction of such successor depositary.

The Custodian. The Depositary, after consultation with the Company, may from time to time appoint one or more custodians hereunder. The Depositary has initially appointed Banco Itaú Unibanco S.A. BNP Paribas Securities Services as Custodian for the purpose of the this Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities Shares for which the Custodian acts as custodian and shall be responsible solely to it. If the any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall promptly appoint a substitute custodian that is authorized to operate as custodian bank under the laws of Brazilcustodian. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the such Deposited Securities. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSsReceipts, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary, the any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. 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 for hereunder. Each Custodian so appointed (other than Deutsche Bank Trust Company Americas) shall give notice in writing to the purpose of Company and the Deposit AgreementDepositary accepting such appointment and agreeing to be bound by the applicable terms hereof. The Any Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If the Any Custodian resigns or is discharged may resign from its duties hereunder with respect 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. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged. Any Custodian ceasing to act hereunder as Custodian shall deliver all Deposited Securities and no other held by it to a Custodian has previously been appointed hereunder, continuing to act upon the Depositary shall promptly appoint a substitute custodian that is authorized to operate as custodian bank under instruction of the laws of BrazilDepositary. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian the name and the Company. Citibank, N.A. may at any time act as Custodian location of the Deposited Securities pursuant to the Deposit Agreement, in which case appointment of any reference to Custodian shall mean Citibank, N.A. solely in its capacity as Custodian pursuant to the Deposit Agreement. Notwithstanding anything contained not named in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit AgreementReceipts. Upon the appointment of any successor depositarydepositary hereunder, the any Custodian then acting hereunder shallshall forthwith become, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall be subject to in no way impair the direction authority of any Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction as agent hereunder of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. the principal Mexico, D.F., Mexico office of Nacional Financiera, S.N.C., as Custodian and agent of the Depositary for the purpose purposes of the this Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary for Depositary, subject to and in accordance with the Deposited Securities for which the Custodian acts as custodian applicable laws of Mexico, and shall be responsible solely to it. If it and the Depositary undertakes to procure compliance by the Custodian resigns or is with the applicable provisions of the Deposit Agreement. The Custodian may resign and be discharged from its duties hereunder with respect by notice of such resignation delivered to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall at least 30 days prior to the date on which such resignation is to become effective. The Depositary shall, promptly after receiving such notice, appoint a substitute custodian that is authorized to operate as custodian bank organized under the laws of Brazil. The Depositary Mexico which shall require such resigning or discharged thereafter be a Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated by the Depositaryhereunder. Whenever the Depositary determines, in its discretion, discretion determines that it is appropriate in the best interest of the Holders to do so, it may discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, custodian which shall thereafter be the Custodian hereunder with respect hereunder. Upon demand of the Depositary the previous Custodian shall deliver the Deposited Securities held by it to such substitute custodian. Each such substitute custodian shall deliver to the Deposited SecuritiesDepositary forthwith upon its appointment an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit AgreementHolders. Upon the appointment of any successor depositarydepositary hereunder, the Custodian then acting hereunder shallshall forthwith become, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall be subject to in no way impair the direction authority of the successor depositary. The Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of 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 to act on the direction as agent hereunder of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. Bradesco S.A., as Custodian for the purpose of the Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities Shares for which the Custodian acts as custodian and shall be responsible solely to it. If the Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall promptly appoint a substitute custodian that is authorized to operate as custodian bank organized under the laws of BrazilBrazil or appoint Citibank, N.A. as the Custodian of the Deposited Securities hereunder. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the substitute custodian which shall assume its duties as Custodian designated by hereunder as of the Depositaryeffective date of the resignation of the resigning or discharged Custodian. Whenever the Depositary determinesDepositary, in its discretionafter consultation with the Company, to the extent reasonably practicable, reasonably determines that it is appropriate to do so, it may discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian ADSs and the Company. Citibank, N.A. may The Depositary agrees that at any no time act as shall there be more than one (1) Custodian of the Deposited Securities pursuant to the Deposit Agreement, acting 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 connection with the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreementunless permitted by Brazilian law. Upon the appointment of any successor depositary, the Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of 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 to act on the direction of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. as Custodian for the purpose of the Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities Property for which the Custodian acts as custodian and shall be responsible solely to it. If the any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities Property and no other Custodian has previously been appointed hereunder, the Depositary shall shall, following consultation with the Company, promptly appoint a substitute custodian that is authorized to operate as custodian bank under the laws of Brazilcustodian. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, deliver the Deposited Securities Property held by it, together with all such records maintained by it as Custodian with respect to such Deposited Securities Property as the Depositary may request, to the Custodian designated by the Depositary. The Depositary shall use reasonable commercial efforts to ensure that at all times there is a Custodian hereunder. Whenever the Depositary determinesDepositary, in its discretionafter consultation with the Company, to the extent reasonably practicable, reasonably determines that it is appropriate to do so, it may appoint an additional entity to act as Custodian with respect to any Deposited Property, or discharge the Custodian with respect to any Deposited Securities Property and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited SecuritiesProperty. Immediately upon Promptly after any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. The Depositary agrees that at no time shall there be more than one Custodian acting in connection with the Deposit Agreement unless permitted by Brazilian law. Subject to the prior written consent of the Company, 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary, the any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities Property without any further act or writing, writing and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. CACEIS Bank Spain, S.A.U. as Custodian for the purpose of the Deposit Agreement. The Custodian or its successors in acting hereunder shall be authorized to act as custodian in the Kingdom of Spain and shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities Property for which the Custodian acts as custodian and shall be responsible solely to it. If the any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities Property and no other Custodian has previously been appointed hereunder, the Depositary shall shall, promptly appoint a substitute custodian that is authorized to operate as custodian bank under the laws of Brazilcustodian. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, the Deposited Securities Property held by it, together with all such records maintained by it as Custodian with respect to such Deposited Securities Property as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may may, unless otherwise agreed in writing between the Depositary and the Company, appoint an additional custodian with respect to any Deposited Property, or discharge the Custodian with respect to any Deposited Securities Property and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited SecuritiesProperty. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. Citibank, N.A. Citibank may at any time act as Custodian of the Deposited Securities Property pursuant to the Deposit Agreement, in which case any reference to Custodian shall mean Citibank, N.A. Citibank solely in its capacity as Custodian pursuant to the Deposit AgreementAgreement and the Depositary shall promptly give notice thereof to the Company. Notwithstanding anything contained in the Deposit Agreement or any ADRADR to the contrary, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary, the any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities Property without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. as Custodian for the purpose of the Deposit Agreement. The Custodian or its successors in acting hereunder shall be authorized to act as custodian in Brazil and shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities Property for which the Custodian acts as custodian and shall be responsible solely to it. If the any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities Property and no other Custodian has previously been appointed hereunder, the Depositary shall promptly appoint a substitute custodian that is authorized to operate as custodian bank under the laws of Brazilcustodian. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, the Deposited Securities Property held by it, together with all such records maintained by it as Custodian with respect to such Deposited Securities Property as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Property, or discharge the Custodian with respect to any Deposited Securities Property and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited SecuritiesProperty. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. Citibank, N.A. The Depositary agrees that at no time shall there be more than one Custodian acting in connection with the Deposit Agreement unless permitted by Brazilian law. Citibank may at any time act as Custodian of the Deposited Securities Property pursuant to the Deposit Agreement, in which case any reference to Custodian shall mean Citibank, N.A. Citibank solely in its capacity as Custodian pursuant to the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement or any ADRADR to the contrary, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary, the any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities Property without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. Citi Banamex as Custodian for the purpose of the Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If the any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall promptly appoint a substitute custodian that is authorized to operate as custodian bank organized under the laws of BrazilMexico or licensed to act as custodian in Mexico, which substitute custodian shall assume its duties as Custodian as of the effective date of the resignation. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary, the any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. Citibank, N.A. (London) as Custodian for the purpose of the Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If the any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall promptly appoint a substitute custodian that is authorized to operate as custodian bank under the laws of Brazilcustodian. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated by the Depositary. The Depositary shall use reasonable commercial efforts to ensure that at all times there is a Custodian hereunder. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary, the any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. Citibank, N.A. - Zurich as Custodian for the purpose of the this Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities Shares for which the Custodian acts as custodian and shall be responsible solely to it. If the any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall promptly appoint a substitute custodian that is authorized to operate as custodian bank organized under the laws of BrazilSwitzerland and reasonably acceptable to the Company. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretiondiscretion and after consultation with the Company (to the extent reasonably practicable), that it is appropriate to do so, it may appoint an additional custodian reasonably acceptable to the Company with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodiancustodian reasonably acceptable to the Company, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSsReceipts, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary, the any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction of such successor depositary.

The Custodian. 14 18 The Depositary has initially appointed Banco Itaú Unibanco S.A. 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 for hereunder. Each Custodian so appointed (other than The Bank of New York) shall give notice in writing to the purpose of Company and the Deposit AgreementDepositary accepting such appointment and agreeing to be bound by the applicable terms hereof. The Any Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If the Any Custodian resigns or is discharged may resign from its duties hereunder with respect 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. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged. Any Custodian ceasing to act hereunder as Custodian shall deliver all Deposited Securities and no other held by it to a Custodian has previously been appointed hereunder, continuing to act upon the Depositary shall promptly appoint a substitute custodian that is authorized to operate as custodian bank under instruction of the laws of BrazilDepositary. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian the name and the Company. Citibank, N.A. may at any time act as Custodian location of the Deposited Securities pursuant to the Deposit Agreement, in which case appointment of any reference to Custodian shall mean Citibank, N.A. solely in its capacity as Custodian pursuant to the Deposit Agreement. Notwithstanding anything contained not named in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit AgreementReceipts. Upon the appointment of any successor depositarydepositary hereunder, the any Custodian then acting hereunder shallshall forthwith become, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall be subject to in no way impair the direction authority of any Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction as agent hereunder of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. as agreed with the Custodian that the Custodian will receive and hold (or appoint agents approved by the Depositary to receive and hold) all Deposited Property for the purpose account and to the order of the Depositary in accordance with the applicable terms of the Deposit Agreement which include a requirement to segregate the Deposited Property from the other property of, or held by, the Custodian PROVIDED THAT the Custodian shall not be obliged to segregate cash comprised of the Deposited Property from cash otherwise held by the Custodian. The Custodian shall be responsible solely to the Depositary PROVIDED THAT, if and so long as the Depositary and the Custodian are the same legal entity, references to them separately in these Conditions and the Deposit Agreement are for convenience only and that legal entity shall be responsible for discharging both functions directly to the Holders and the Company. Upon the removal of or receiving notice of the resignation of the Custodian (where upon the effectiveness of that resignation or removal there would be no Custodian acting under the Deposit Agreement), the Depositary shall as promptly as practicable appoint a substitute Custodian or Custodians, which shall thereafter, become the Custodian under the Deposit Agreement. The Depositary shall require any Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If the Custodian that resigns or is discharged from removed to deliver all Deposited Property held by such Custodian to another Custodian. The Depositary in its duties hereunder discretion may appoint a substitute or additional custodian or custodians, which shall, upon acceptance of such appointment, become the Custodian under the Deposit Agreement. The Depositary shall notify Holders of such change in accordance with respect Condition 22. Notwithstanding the foregoing, the Depositary may temporarily deposit the Deposited Property in a manner or a place other than as therein specified; PROVIDED THAT, in the case of such temporary deposit in another place, the Company shall have consented to any such deposit, and such consent of the Company shall have been delivered to the Custodian. In the case of transportation of the Deposited Securities and no other Custodian has previously been appointed hereunderProperty under this Condition, the Depositary shall promptly appoint a substitute custodian that is authorized to operate as custodian bank under obtain appropriate insurance at the laws expense of Brazil. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, Company if and to the Custodian designated by extent that the Depositary. Whenever the Depositary determines, in its discretion, that it obtaining of such insurance is appropriate to do so, it may discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian reasonably practicable and the Company. Citibank, N.A. may at any time act as Custodian premiums payable are 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary, the Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of 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 to act on the direction of such successor depositarya reasonable amount.

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 Banco Itaú Unibanco S.A. Korea Securities Depository as Custodian custodian and agent of the Depositary for the purpose of the this Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If the Depositary receives a notice of the resignation of the Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and upon effectiveness of such resignation there would be no other Custodian has previously been appointed hereunder, the Depositary shall shall, promptly after receiving such notice and after consultation with the Company, appoint a substitute custodian that is authorized to operate as which shall thereafter be the Custodian hereunder. Such resignation of the Custodian shall take effect upon the appointment of a successor custodian bank under the laws and its acceptance of Brazilsuch appointment. The Depositary shall require such resigning or discharged Custodian Depositary, after consultation with the Company, when it reasonably appears to Deliver, or cause be in the Delivery of, best interest of 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 request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate Holders to do so, it may discharge the Custodian with respect to any Deposited Securities and appoint a substitute or an additional custodian, which shall thereafter be a Custodian hereunder with respect to the Deposited Securitieshereunder. Immediately upon any such changechange of Custodian or appointment of additional Custodians, the Depositary shall at its own expense give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit AgreementHolders. Upon the appointment of any successor depositarydepositary hereunder, the any Custodian then acting hereunder shallshall forthwith become, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall be subject to in no way impair the direction authority of each Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction as agent hereunder of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. Citibank Nominees Singapore Pte Ltd as Custodian for the purpose of the this Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities Shares, for which the Custodian acts as custodian and shall be responsible solely to it. If the any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary Depositary, with the prior written consent of the Company, shall promptly appoint a substitute custodian that is authorized to operate as custodian bank organized under the laws of BrazilSingapore. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretionwith the prior approval of the Company, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian 52 57 hereunder with respect to the Deposited Securities. Immediately upon any such change, the Depositary shall give prompt notice thereof in writing to all Holders of ADSsReceipts, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary, the any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction 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 Banco Itaú Unibanco S.A. Citibank, N.A., London Branch as Custodian and agent of the Depositary for the purpose of the this Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities for Shares and the ADSs and ADRs with respect to which the Custodian acts as custodian and shall be responsible solely to it. If the Any Custodian resigns or is may resign and be discharged from its duties hereunder with respect to any Deposited Securities and 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 should be no other Custodian has previously been appointed custodian acting hereunder, the Depositary shall shall, promptly after receiving such notice, appoint a substitute custodian that is authorized to operate as custodian bank organized under the laws of Brazil. The Depositary shall require such resigning United Kingdom or discharged Custodian Jersey with respect to Deliver, or cause the Delivery of, 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 request, to which the Custodian designated by has so resigned which shall thereafter be the DepositaryCustodian hereunder. Whenever the Depositary determines, in its discretion, that it is appropriate in the best interest of the Holders to do so, it may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Forthwith upon its appointment, each such substitute or additional custodian shall deliver to the Depositary and the Company an acceptance of such appointment and agreement to be bound by the terms hereof satisfactory in form and substance to the Depositary and the Company. Upon demand of the 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, and each such substitute or additional custodian shall deliver to the 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 Depositary and the Company. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSsADRs with respect to which such appointment has been made, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositarydepositary with respect to any Deposited Securities and the corresponding Shares, the ADSs and ADRs hereunder, any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue with respect to be the Custodian of the 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 be subject to in no way impair the direction authority of each Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction 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 Banco Itaú Unibanco S.A. BNP Paribas Securities Services as Custodian and agent of the Depositary for the purpose of the this Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities for Shares and the American Depositary Shares and Receipts with respect to which the Custodian acts as custodian and shall be responsible solely to it. If the Any Custodian resigns or is may resign and be discharged from its duties hereunder with respect to any Deposited Securities and duties. If, upon the effectiveness of such resignation, there should be no other Custodian has previously been appointed custodian acting hereunder, the Depositary shall shall, promptly after receiving such notice, appoint a substitute custodian that is authorized to operate as custodian bank organized under the laws of Brazil. The Depositary shall require such resigning or discharged Custodian Portugal with respect to Deliver, or cause the Delivery of, 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 request, to which the Custodian designated by has so resigned which shall thereafter be the DepositaryCustodian hereunder. Whenever the Depositary determines, in its discretiondiscretion and with the consent of the Company, that it is appropriate in the best interest of the Holders to do so, it may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Forthwith, upon its appointment, each such substitute or additional custodian shall deliver to the Depositary and the Company an acceptance of such appointment satisfactory in form and substance to the Depositary and the Company. Upon demand of the 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. Immediately upon any such change, the Depositary shall give given notice thereof in writing to all Holders of ADSsReceipts with respect to which such appointment has been made, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositarydepositary with respect to any Deposited Securities and the corresponding American Depositary Shares and Receipts hereunder, the any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue with respect to be the Custodian of the 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 be subject to in no way impair the direction authority of each Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction as agent hereunder of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. Depositary, upon 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 for hereunder. Each Custodian so appointed (other than an office of JPMorgan Chase Bank) shall give notice in writing to the purpose of Company and the Deposit AgreementDepositary accepting such appointment and agreeing to be bound by the applicable terms hereof. The Any Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If the Any Custodian resigns or is discharged may resign from its duties hereunder with respect 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. The Depositary may discharge any Custodian at any time upon notice to the Custodian being discharged. Any Custodian ceasing to act hereunder as Custodian shall deliver all Deposited Securities and no other held by it to a Custodian has previously been appointed hereunder, continuing to act upon the Depositary shall promptly appoint a substitute custodian that is authorized to operate as custodian bank under instruction of the laws of BrazilDepositary. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian the name and the Company. Citibank, N.A. may at any time act as Custodian location of the Deposited Securities pursuant to the Deposit Agreement, in which case appointment of any reference to Custodian shall mean Citibank, N.A. solely in its capacity as Custodian pursuant to the Deposit Agreement. Notwithstanding anything contained not named in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit AgreementReceipts. Upon the appointment of any successor depositarydepositary hereunder, the any Custodian then acting hereunder shallshall forthwith become, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall be subject to in no way impair the direction authority of any Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction as agent hereunder of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. Deutsche Bank Ltd., as Custodian custodian of the Depositary for the purpose of the this Regulation S Deposit Agreement. The Depositary may appoint one or more additional or substitute Custodians hereunder. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities Shares for which the Custodian acts as custodian and shall be responsible solely to it. If the Custodian resigns or is discharged from its duties hereunder with respect to any Regulation S Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall promptly appoint a substitute custodian that is authorized to operate act as custodian bank under the laws of BrazilRussia. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, the deliver all Regulation S Deposited Securities held by it, together with all such records maintained by it as Custodian with respect to such Regulation S Deposited Securities as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Regulation S Deposited Securities, or discharge the Custodian with respect to any Regulation S Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Regulation S Deposited Securities. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSsRegulation S GDR Certificates, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary, the any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Regulation S Deposited Securities without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. Citibank, N.A., Mumbai Branch as Custodian for the purpose of the Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If the any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall promptly appoint a substitute custodian that which is authorized entitled to operate act as custodian bank such under the laws of Brazilapplicable law. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSsGDSs, each other Custodian and the Company. If the Depositary appoints an additional or substitute custodian (as contemplated above) which is not a branch or subsidiary of 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. Notwithstanding anything contained in the Deposit Agreement or any ADRN.A., the Depositary agrees that (i) it shall not be obligated obtain the consent of the Company prior to give notice such appointment and (ii) it shall cooperate in good faith and shall use reasonable efforts to assist the Company, any Holders of ADSs Company in obtaining an agreement by such additional or any other substitute custodian to directly indemnify the Company for loss resulting from acts performed or omitted by the Custodian of its acting with substantially the same terms and conditions as Custodian pursuant to the Deposit Agreementindemnity provided in Section 5.8. Upon the appointment of any successor depositary, the any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. Citibank, N.A. — Buenos Aires as Custodian for the purpose of the Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If the any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary Depositary, in consultation with the Company, shall promptly appoint a substitute custodian that is authorized to operate as custodian bank under the laws of Brazilcustodian. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may may, in consultation with the Company, appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the The Depositary shall not be obligated to give notice as early as is practicable to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary, the any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco Grupo Financiero BBVA Bancomer S.A. as Custodian and agent of the Depositary for the purpose purposes of the this Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If it and the Depositary undertakes to procure compliance by the Custodian resigns or is with the applicable provisions of this Deposit Agreement. The Custodian may resign and be discharged from its duties hereunder with respect by notice of such resignation delivered to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall at least thirty (30) days prior to the date on which such resignation is to become effective. The Depositary shall, promptly after receiving such notice, appoint a substitute custodian that is authorized approved by the Company (such approval not to operate as custodian bank under the laws of Brazil. The Depositary be unreasonably withheld), which shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to thereafter be the Custodian designated by the Depositaryhereunder. Whenever the Depositary determines, in its discretion, discretion determines that it is appropriate in the best interest of the Holders to do so, it may discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodiancustodian approved by the Company (such approval not to be unreasonably withheld), which shall thereafter be the Custodian hereunder with respect hereunder, and upon demand of the Depositary the previous Custodian shall deliver the Deposited Securities held by it to such substitute custodian. Each such substitute custodian shall deliver to the Deposited SecuritiesDepositary forthwith upon its appointment an acceptance of such appointment satisfactory in form and substance to the Depositary and the Company. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit AgreementHolders. Upon the appointment of any successor depositaryDepositary hereunder, the Custodian then acting hereunder shallshall forthwith become, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, the agent hereunder of such successor Depositary and the appointment of such successor Depositary shall be subject to in no way impair the direction authority of the Custodian hereunder; but the successor depositary. The successor depositary Depositary so appointed shall, nevertheless, on the written request of 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 to act on the direction as agent hereunder of such successor depositaryDepositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. as agreed with the Custodian that the Custodian will receive and hold (or appoint agents approved by the Depositary to receive and hold) all Deposited Property for the purpose account and to the order of the Depositary in accordance with the applicable terms of the Deposit AgreementAgreement which include a requirement to segregate the Deposited Property from the other property of, or held by, the Custodian PROVIDED THAT the Custodian shall not be obliged to segregate cash comprised in the Deposited Property from cash otherwise held by the Custodian. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If the Depositary PROVIDED THAT, if and so long as the Depositary and the Custodian resigns are the same legal entity, references to them separately in these Conditions and the Deposit Agreement are for convenience only and that legal entity shall be responsible for discharging both functions directly to the Holders and the Company. The Custodian may resign or be removed by the Depositary by giving 90 days' prior notice, except that if a replacement Custodian is discharged from its duties hereunder with respect to any Deposited Securities and no other Custodian has previously been appointed hereunderwhich is a branch or affiliate of the Depositary, the Custodian's resignation or discharge may take effect immediately on the appointment of such replacement Custodian. Upon the removal of or receiving notice of the resignation of the Custodian, the Depositary shall promptly appoint a substitute custodian that is authorized to operate as custodian bank under the laws of Brazil. The Depositary shall require such resigning or discharged successor Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated (approved (i) by the DepositaryCompany, such approval not to be unreasonably withheld or delayed, and (ii) by the relevant authority in [issuer's jurisdiction], if any), which shall, upon acceptance of such appointment, and the expiry of any applicable notice period, become the Custodian. Whenever the Depositary determines, in its discretion, discretion determines that it is appropriate in the best interests of the Holders to do so, it may discharge may, after prior consultation with the Company, terminate the appointment of the Custodian with respect to any Deposited Securities and appoint a substitute custodianand, which shall thereafter be Custodian hereunder with respect to in the Deposited Securities. Immediately upon event of any such changetermination, the Depositary shall give notice thereof promptly appoint a successor Custodian (approved (i) by the Company, such approval not to be unreasonably withheld or delayed, and (ii) by the relevant authority in writing to all [issuer's jurisdiction], if any), which shall, upon acceptance of such appointment, become the Custodian under the Deposit Agreement on the effective date of such termination. The Depositary shall notify Holders of ADSssuch change immediately upon such change taking effect in accordance with Condition 23. Notwithstanding the foregoing, each the Depositary may temporarily deposit the Deposited Property in a manner or a place other Custodian than as therein specified; PROVIDED THAT, in the case of such temporary deposit in another place, the Company shall have consented to such deposit, and such consent of the CompanyCompany shall have been delivered to the Custodian. Citibank, N.A. may at any time act as Custodian In case of transportation 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. Notwithstanding anything contained in the Deposit Agreement or any ADRProperty under this Condition, the Depositary shall not be obligated to give notice obtain appropriate insurance at the expense of the Company if and to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to extent that the Deposit Agreement. Upon the appointment of any successor depositary, the Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of 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 to act on the direction obtaining of such successor depositaryinsurance is reasonably practicable and the premiums payable are of a reasonable amount.

The Custodian. (a) The Depositary has initially appointed Banco Itaú Unibanco S.A. as 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 for will be subject to the purpose directions of the Deposit Agreement. The Custodian or its successors Trustee as provided in acting hereunder shall be subject at all times such Custody Agreements, and in all respects to the direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall will be responsible solely to itit and to Beneficial Owners to the extent UK law requires. If upon the resignation of any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and there would be no other Custodian has previously been appointed acting hereunder, the Depositary shall Trustee shall, promptly after receiving such notice of such resignation, appoint a substitute custodian that is authorized to operate as custodian bank under the laws of Brazil. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated custodians selected by the DepositarySponsor pursuant to custody agreements approved by the Sponsor (provided, however that the rights and duties of the Trustee hereunder shall not be materially altered without its consent), each of which shall thereafter be a Custodian hereunder. Whenever When directed by the Depositary determines, Sponsor or if the Trustee in its discretion, discretion determines that it is appropriate 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 discharge the Custodian with respect to any Deposited Securities and Trustee shall appoint a substitute custodianor additional custodian or custodians, which shall thereafter be one of the Custodians hereunder. After the date of this Agreement, the Trustee shall not enter into or amend any Custody Agreement with a Custodian hereunder without the written approval of the Sponsor (which approval shall not be unreasonably withheld or delayed). When instructed by the Sponsor, the Trustee shall demand that a Custodian deliver such of the Silver held by it as is requested of it to any other Custodian or such substitute or additional custodian or custodians directed by the Sponsor. In connection with respect such delivery the Trustee will, solely if and in the manner directed by the Sponsor, cause the Silver to the Deposited Securities. Immediately upon weighed or assayed and any such change, the Depositary weighing and assay shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. Citibank, N.A. may at any time act as Custodian be an expense of the Deposited Securities Trust pursuant to Section 4.7(a)(ii) hereof. The Trustee shall have no liability for any delivery of Silver or weighing or assaying of delivered Silver directed by the Sponsor pursuant to the Deposit Agreementpreceding 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 Silver to be weighed, assayed or otherwise validated. Each such substitute or additional custodian shall forthwith upon its appointment, enter into a Custody Agreement in which case any reference to Custodian shall mean Citibank, N.A. solely in its capacity as Custodian pursuant form and substance satisfactory to the Deposit Agreement. Notwithstanding anything contained in Sponsor and the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary, the Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of 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 to act on the direction of such successor depositaryTrustee.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. Nordea Bank Finland plc as Custodian for the purpose of the Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities Property for which the Custodian acts as custodian and shall be responsible solely to it. If the any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities Property and no other Custodian has previously been appointed hereunder, the Depositary shall promptly promptly, after consultation with the Company (if reasonably practicable), appoint a substitute custodian that is authorized to operate as custodian bank qualified under the laws of BrazilFinland to act as custodian in Finland. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, the Deposited Securities Property held by it, together with all such records maintained by it as Custodian with respect to such Deposited Securities Property as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may may, after consultation with the Company (if reasonably practicable), appoint an additional custodian with respect to any Deposited Property, or discharge the Custodian with respect to any Deposited Securities Property and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited SecuritiesProperty. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. Citibank, N.A. may at any time act as Custodian of the Deposited Securities 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 ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary, the any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities Property without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. Citibank International PLC as Custodian for the purpose of the Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If the any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall shall, upon prior written notice to the Company, promptly appoint a substitute custodian that is authorized to operate as custodian bank organized under the laws of BrazilEngland and Wales. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do soso and provided the Depositary gives prior written notice to the Company, it the Depositary may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary, the any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. Skandinaviska Enskilda Banken and Svenska Handelsbanken as Custodian and agent of the Depositary for the purpose purposes of the this Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If the Any Custodian resigns or is may resign and be discharged from its duties hereunder with respect by notice of such resignation delivered to any Deposited Securities and no other Custodian has previously been appointed hereunderthe Depositary at least 30 days prior to the date on which such resignation is to become effective. Promptly after receiving such notice, the Depositary shall promptly will, if needed, appoint a substitute custodian or additional custodian, so that there will at all times be a Custodian hereunder. Whenever the Depositary in its discretion determines that it is authorized in the best interest of the Holders of Receipts to operate as custodian bank under do so, it may appoint a substitute or additional custodian, which shall thereafter be the laws Custodian hereunder, and upon demand of Brazil. The the Depositary any previous Custodian shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the a substitute Custodian designated by the Depositary. Whenever Each such substitute or additional custodian shall deliver to the Depositary determinesforthwith upon its appointment, an acceptance of such appointment satisfactory in its discretion, that it is appropriate to do so, it may discharge the Custodian with respect to any Deposited Securities form and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect substance to the Deposited SecuritiesDepositary. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit AgreementReceipts. Upon the appointment of any successor depositarydepositary hereunder, the Custodian then acting hereunder shallshall forthwith become, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall be subject to in no way impair the direction authority of the successor depositary. The Custodian hereunder; but the successor depositary so appointed shall, nevertheless, on the written request of 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 to act on the direction as agent hereunder of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. Citibank, N.A. - Hong Kong as Custodian for the purpose of the this Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities Shares for which the Custodian acts as custodian and shall be responsible solely to it. If the any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall promptly appoint a substitute custodian that is authorized to operate as custodian bank organized under the laws of BrazilHong Kong. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary, the any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. Citibank, N.A. - Hong Kong Branch, as Custodian and agent for the purpose of the this Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities Shares for which the Custodian acts as custodian and shall be responsible solely to it. If the any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall promptly promptly, and after consultation with the Company, appoint a substitute custodian that is authorized licensed to operate as custodian bank under the laws of BrazilHong Kong. Such resignation of the Custodian shall take effect upon the appointment of a successor custodian and its acceptance of such appointment. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated by the Depositary. Whenever the Depositary determines, after consultation with the Company (if such consultation is practicable in its discretionthe opinion of the Depositary), that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary, the any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities and agent of such successor depositary without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction 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 Banco Itaú Unibanco S.A. Korea Securities Depository as Custodian custodian and agent of the Depositary for the purpose of the this Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If the Depositary receives a notice of the resignation of the Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and upon effectiveness of such resignation there would be no other Custodian has previously been appointed acting hereunder, the Depositary shall shall, promptly after receiving such notice and after consultation with the Company, appoint a substitute custodian that is authorized to operate as which shall thereafter be the Custodian hereunder. Such resignation of the Custodian shall take effect upon the appointment of a successor custodian bank under the laws and its acceptance of Brazilsuch appointment. The Depositary shall require such resigning or discharged Custodian Depositary, after consultation with the Company, when it reasonably appears to Deliver, or cause be in the Delivery of, best interest of 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 request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate Holders to do so, it may discharge the Custodian with respect to any Deposited Securities and appoint a substitute or an additional custodian, which shall thereafter be a Custodian hereunder with respect to the Deposited Securitieshereunder. Immediately upon any such changechange of Custodian or appointment of additional Custodians, the Depositary shall at its own expense give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit AgreementHolders. Upon the appointment of any successor depositarydepositary hereunder, the any Custodian then acting hereunder shallshall forthwith become, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall be subject to in no way impair the direction authority of each Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction as agent hereunder of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. the principal London office of the Depositary as Custodian custodian and agent of the Depositary for the purpose purposes of the this Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If the Any Custodian resigns or is may resign and be discharged from its duties hereunder with respect by notice of such resignation delivered to any Deposited Securities and 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 other Custodian has previously been appointed acting hereunder, the Depositary shall shall, promptly after receiving such notice, appoint a substitute custodian that is authorized to operate as custodian bank under the laws or custodians, each of Brazil. The Depositary which shall require such resigning or discharged thereafter be a Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated by the Depositaryhereunder. Whenever the Depositary determines, in its discretion, discretion determines that it is appropriate in the best interest of the Owners to do so, it may discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodianor additional custodian or custodians, which shall thereafter be Custodian hereunder with respect to one of the Deposited SecuritiesCustodians hereunder. Immediately upon any such change, Upon demand of the Depositary any Custodian shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. Citibank, N.A. may at any time act as Custodian deliver such of the Deposited Securities pursuant held by it as are requested of it 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 ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant or such substitute or additional custodian or custodians. Each such substitute or additional custodian shall deliver to the Deposit AgreementDepositary, forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Upon the appointment of any successor depositarydepositary hereunder, the each Custodian then acting hereunder shallshall forthwith become, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall be subject to in no way impair the direction authority of each Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction as agent hereunder of such successor depositary. Immediately upon any appointment of a successor Custodian, the Depositary shall give written notice to the Issuer and all Owners to such effect.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco Citibank DTVM S.A. as Custodian for the purpose of the Deposit Agreement. The Custodian or its successors in acting hereunder shall be authorized to act as custodian in Brazil and shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities Property for which the Custodian acts as custodian and shall be responsible solely to it. If the any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities Property and no other Custodian has previously been appointed hereunder, the Depositary shall promptly appoint a substitute custodian that is authorized to operate as custodian bank under the laws of Brazilcustodian. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, the Deposited Securities Property held by it, together with all such records maintained by it as Custodian with respect to such Deposited Securities Property as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, determines that it is appropriate to do so, and after consultation with the Company, it may appoint an additional custodian with respect to any Deposited Property, or discharge the Custodian with respect to any Deposited Securities Property and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited SecuritiesProperty. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. Citibank, N.A. The Depositary agrees that at no time shall there be more than one Custodian acting in connection with the Deposit Agreement unless permitted by Brazilian law. Citibank may at any time act as Custodian of the Deposited Securities Property pursuant to the Deposit Agreement, in which case any reference to Custodian shall mean Citibank, N.A. Citibank solely in its capacity as Custodian pursuant to the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement or any ADRADR to the contrary, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary, the any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities Property without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. Skandinaviska Enskilda Banken and Svenska Handelsbanken as Custodian custodians and agents of the Depositary for the purpose of the this Deposit Agreement. The Custodian or its successors Custodians in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If the Custodian resigns or is The Custodians may resign and be discharged from its their duties hereunder with respect by notice of such resignation delivered to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall at least 30 days prior to the date on which such resignation is to become effective. The Depositary shall, promptly after receiving such notice, appoint a substitute custodian that is authorized to operate as custodian bank under the laws of Brazil. The Depositary which shall require such resigning or discharged thereafter be Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated by the Depositaryhereunder. Whenever the Depositary determines, in its discretion, that it is appropriate in the best interest of the Holders of Receipts to do so, it may discharge the Custodian with respect to any Deposited Securities and appoint a substitute or an additional custodian, which shall thereafter be Custodian hereunder with respect hereunder. Upon demand of the 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 Deposited SecuritiesDepositary forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit AgreementReceipts. Upon the appointment of any successor depositarydepositary hereunder, the any Custodian then acting hereunder shallshall forthwith become, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall be subject to in no way impair the direction authority of each Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction as agent hereunder of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. as Custodian for the purpose of the Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If the any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall promptly appoint a substitute custodian that is authorized to operate act as custodian bank under the laws of BrazilRussia. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is 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 custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Immediately upon As soon as practicable after any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit AgreementHolders. Upon the appointment of any successor depositary, the any Custodian then acting hereunder shall, 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 direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. as Custodian for the purpose of the Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If the any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall shall, after consultation with the Company, promptly appoint a substitute custodian that is authorized to operate as custodian bank under the laws of Brazilcustodian. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated by the Depositary. The Depositary shall use reasonable commercial efforts to ensure that at all times there is a Custodian hereunder. Whenever the Depositary determines, in its discretion, that it is 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 custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Immediately upon Promptly after any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit AgreementHolders. Upon the appointment of any successor depositary, the any Custodian then acting hereunder shall, 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 direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. as agreed with the Custodian that the Custodian will receive and hold (or appoint agents approved by the Depositary to receive and hold) all Deposited Property for the purpose account and to the order of the Depositary in accordance with the applicable terms of the Deposit AgreementAgreement which include a requirement to segregate the Deposited Property from the other property of, or held by, the Custodian PROVIDED THAT the Custodian shall not be obliged to segregate cash comprised in the Deposited Property from cash otherwise held by the Custodian. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If the Depositary PROVIDED THAT, if and so long as the Depositary and the Custodian resigns are the same legal entity, references to them separately in these Conditions and the Deposit Agreement are for convenience only and that legal entity shall be responsible for discharging both functions directly to the Holders and the Company. The Custodian may resign or be removed by the Depositary by giving prior notice, except that if a replacement Custodian is discharged from its duties hereunder with respect to any Deposited Securities and no other Custodian has previously been appointed hereunderwhich is a branch or affiliate of the Depositary, the Custodian’s resignation or discharge may take effect immediately on the appointment of such replacement Custodian. Upon the removal of or receiving notice of the resignation of the Custodian, the Depositary shall promptly appoint a successor Custodian (approved (i) by the Company, such approval not to be unreasonably withheld or delayed and (ii) by the relevant authority in Russia, if any), which shall, upon acceptance of such appointment, and the expiry of any applicable notice period, become the Custodian. The Depositary in its discretion (and with the approval (i) by the Company, such approval not to be unreasonably withheld or delayed and (ii) by the relevant authority in Russia, if any) may appoint a substitute or additional custodian that is authorized to operate as custodian bank or custodians which shall, upon acceptance of such appointment, become the Custodian under the laws of BrazilDeposit Agreement. The Depositary shall require notify Holders, immediately upon such resigning or discharged Custodian to Deliverchange taking effect, or cause of such change in accordance with Condition 22. Notwithstanding the Delivery offoregoing, 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 requesttemporarily deposit the Deposited Property in a manner or a place other than as therein specified; PROVIDED THAT, in the case of such temporary deposit in another place, the Company shall have consented to such deposit, and such consent of the Company shall have been delivered to the Custodian designated by the DepositaryCustodian. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to In case of transportation of the Deposited Securities. Immediately upon any such changeProperty under this Condition, the Depositary shall give notice thereof in writing obtain appropriate insurance at the expense of the Company if and to all Holders the extent that the obtaining of ADSs, each other Custodian such insurance is reasonably practicable and the Company. Citibank, N.A. may at any time act as Custodian premiums payable are 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary, the Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of 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 to act on the direction of such successor depositarya reasonable amount.

The Custodian. (a) The Depositary has initially appointed Banco Itaú Unibanco S.A. as 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 for will be subject to the purpose directions of the Deposit Agreement. The Custodian or its successors Trustee as provided in acting hereunder shall be subject at all times such Custody Agreements, and in all respects to the direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall will be responsible solely to itit and to Beneficial Owners to the extent UK law requires. If upon the resignation of any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and there would be no other Custodian has previously been appointed acting hereunder, the Depositary shall Trustee shall, promptly after receiving such notice of such resignation, appoint a substitute custodian that is authorized to operate as custodian bank under the laws of Brazil. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated custodians selected by the DepositarySponsor pursuant to custody agreements approved by the Sponsor (provided, however that the rights and duties of the Trustee hereunder shall not be materially altered without its consent), each of which shall thereafter be a Custodian hereunder. Whenever When directed by the Depositary determines, Sponsor or if the Trustee in its discretion, discretion determines that it is appropriate 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 discharge the Custodian with respect to any Deposited Securities and Trustee shall appoint a substitute custodianor additional custodian or custodians, which shall thereafter be Custodian hereunder with respect to one of the Deposited SecuritiesCustodians hereunder. Immediately upon any such changeAfter the date of this Agreement, the Depositary Trustee shall give notice thereof in writing to all Holders of ADSs, each other not enter into or amend any Custody Agreement with a Custodian and without the Company. Citibank, N.A. may at any time act as Custodian written approval of the Deposited Securities pursuant to the Deposit Agreement, in Sponsor (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 ADR, the Depositary approval shall not be obligated unreasonably withheld or delayed). When instructed by the Sponsor, the Trustee shall demand that a Custodian deliver such of the Palladium held by it as is requested of it to give notice to the Company, any Holders of ADSs or any other Custodian of or such substitute or additional custodian or custodians directed by the Sponsor. Each such substitute or additional custodian shall forthwith upon its acting as Custodian pursuant appointment, enter into a Custody Agreement in form and substance satisfactory to the Deposit Agreement. Upon Sponsor and the appointment of any successor depositary, the Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of 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 to act on the direction of such successor depositaryTrustee.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. Citibank International Plc – Paris branch as Custodian for the purpose of the this ADS Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities Shares for which the Custodian acts as custodian and shall be responsible solely to it. If the any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall promptly appoint a substitute custodian that is authorized to operate as custodian bank organized under the laws of BrazilThe Republic of France. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Securities, or discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary, the any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco Itau S.A. as Custodian for the purpose of the this Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities Shares for which the Custodian acts as custodian and shall be responsible solely to it. If the any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall promptly appoint a substitute custodian that is authorized to operate as custodian bank organized under the laws of Brazil. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its reasonable discretion, that it is appropriate to do so, it may discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSsADRs, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary, the any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. Credit Lyonnais (Paris) as Custodian custodian and agent of the Depositary for the purpose of the this Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If the The Custodian resigns or is may resign and be discharged from its duties hereunder with respect by notice of such resignation delivered to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall at least 30 days prior to the date on which such resignation is to become effective. The Depositary shall, promptly after receiving such notice, appoint a substitute custodian that is authorized to operate as custodian bank under custodian, after consultation with the laws of Brazil. The Depositary Company, which shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to thereafter be the Custodian designated by the Depositaryhereunder. Whenever the Depositary determines, in its discretion, that it is appropriate in the best interest of the Holders and Beneficial Owners of Receipts to do so, it may discharge the Custodian with respect to any Deposited Securities and appoint a substitute or an additional custodian, after consultation with the Company, which shall thereafter be Custodian hereunder with respect hereunder. Upon demand of the 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 Deposited SecuritiesDepositary forthwith upon its appointment, an acceptance of such appointment satisfactory in form and substance to the Depositary. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit AgreementReceipts. Upon the appointment of any successor depositarydepositary hereunder, the any Custodian then acting hereunder shallshall forthwith become, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, the agent hereunder of such successor depositary and the appointment of such successor depositary shall be subject to in no way impair the direction authority of each Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction 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 Banco Itaú Unibanco S.A. Deutsche Bank AG, Mumbai Branch as Custodian and agent of the Depositary for the purpose of the this Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If the any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall promptly appoint a substitute custodian that is authorized to operate as custodian bank organized under the laws of BrazilIndia and which shall thereafter be a Custodian hereunder. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is 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 custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Immediately upon After any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit AgreementHolders. Upon the appointment of any successor depositary, the any Custodian then acting hereunder shall, 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 direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. Citibank N.A. Tokyo as Custodian for the purpose of the this Deposit Agreement. The Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction of the Depositary for the Shares and other Deposited Securities and other property for which the Custodian acts as custodian and shall be responsible solely to it. If the any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall promptly appoint a substitute custodian that is authorized to operate as custodian bank organized under the laws of BrazilJapan and obtain the approval of the Company of such appointment. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, deliver the Deposited Securities held by it, together with all such records maintained by it by.it as Custodian with respect to such Deposited Securities as the Depositary Xxxxsitary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may may, with the approval of the Company, appoint an additional custodian with respect to any Deposited Securities, or, with the approval of the Company, discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited Securities. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSsReceipts, each other Custodian and the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary, the any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. each of Skandinaviska Enskilda Banken and Svenska Handelsbanken as Custodian and agent of the Depositary for the purpose purposes of the this Deposit Agreement. The Each Custodian or its successors in acting hereunder shall be subject at all times and in all respects to the direction directions of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall be responsible solely to it. If the Each Custodian resigns or is may resign and be discharged from its duties hereunder with respect by notice of such resignation delivered to any Deposited Securities and no other Custodian has previously been appointed hereunder, the Depositary shall promptly appoint a substitute custodian that at least 30 days prior to the date on which such resignation is authorized to operate as custodian bank under the laws of Brazilbecome effective. The Depositary shall require shall, promptly after receiving such resigning or discharged Custodian to Delivernotice, or cause the Delivery of, 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 request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may discharge the Custodian with respect to any Deposited Securities and appoint a substitute custodian, which shall thereafter be the Custodian hereunder with respect hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Holders of Receipts to do so, it may ap­point a substitute or an additional custodian, which shall there­after be a Custodian hereunder, and upon demand of the Depositary the previous Custodian shall deliver the Deposited Securities held by it to such substitute custodian. Each such substitute custo­dian shall deliver to the Deposited SecuritiesDepositary forthwith upon its appointment an acceptance of such appointment satisfac­tory in form and substance to the Depositary. Immediately upon any such change, the Depositary shall give notice thereof in writing writ­ing to all Holders of ADSs, each other Custodian and Receipts. The Depositary may discharge or appoint any Custo­dian only after consultation with the Company. 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. Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositarydepositary hereunder, the any Custodian then acting hereunder shallshall forthwith become, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without with­out any further act or writing, the agent hereunder of such suc­cessor depositary and the appointment of such successor depositary shall be subject to in no way impair the direction authority of any Custodian hereunder; but the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction as agent hereunder of such successor depositary.

The Custodian. The Depositary has initially appointed Banco Itaú Unibanco S.A. CITI BANAMEX, a bank organized under the laws of the United Mexican States and having its principal office at Reforma 300, 0xx Xxxxx, Xxxxxx, X.X., Xxxxxx 6695, as Custodian for the purpose of the Deposit Agreement. The Custodian or its successors in acting hereunder shall be authorized to act as custodian in the United Mexican States and shall be subject at all times and in all respects to the direction of the Depositary for the Deposited Securities Property for which the Custodian acts as custodian and shall be responsible solely to it. If the any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities Property and no other Custodian has previously been appointed hereunder, the Depositary shall promptly appoint a substitute custodian that is authorized to operate as custodian bank under the laws of Brazilcustodian. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, the Deposited Securities Property held by it, together with all such records maintained by it as Custodian with respect to such Deposited Securities Property as the Depositary may request, to the Custodian designated by the Depositary. Whenever the Depositary determines, in its discretion, that it is appropriate to do so, it may appoint an additional custodian with respect to any Deposited Property, or discharge the Custodian with respect to any Deposited Securities Property and appoint a substitute custodian, which shall thereafter be Custodian hereunder with respect to the Deposited SecuritiesProperty. Immediately upon any such change, the Depositary shall give notice thereof in writing to all Holders of ADSs, each other Custodian and the Company. Citibank, N.A. Citibank may at any time act as Custodian of the Deposited Securities Property pursuant to the Deposit Agreement, in which case any reference to Custodian shall mean Citibank, N.A. Citibank solely in its capacity as Custodian pursuant to the Deposit Agreement. Notwithstanding anything contained in the Deposit Agreement or any ADRADR to the contrary, the Depositary shall not be obligated to give notice to the Company, any Holders of ADSs or any other Custodian of its acting as Custodian pursuant to the Deposit Agreement. Upon the appointment of any successor depositary, the any Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities Property without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of the 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 to act on the direction 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 Depositary has initially appointed Banco Itaú Unibanco S.A. as Initial Custodian for will be subject to the purpose directions of the Deposit Agreement. The Custodian or its successors Trustee as provided in acting hereunder shall be subject at all times such Custody Agreements, and in all respects to the direction of the Depositary for the Deposited Securities for which the Custodian acts as custodian and shall will be responsible solely to itit and to Beneficial Owners to the extent UK law requires. If upon the resignation of any Custodian resigns or is discharged from its duties hereunder with respect to any Deposited Securities and there would be no other Custodian has previously been appointed acting hereunder, the Depositary shall Trustee shall, promptly after receiving such notice of such resignation, appoint a substitute custodian that is authorized to operate as custodian bank under the laws of Brazil. The Depositary shall require such resigning or discharged Custodian to Deliver, or cause the Delivery of, 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 request, to the Custodian designated custodians selected by the DepositarySponsor pursuant to custody agreements approved by the Sponsor (provided, however that the rights and duties of the Trustee hereunder shall not be materially altered without its consent), each of which shall thereafter be a Custodian hereunder. Whenever When directed by the Depositary determines, Sponsor or if the Trustee in its discretion, discretion determines that it is appropriate 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 discharge the Custodian with respect to any Deposited Securities and Trustee shall appoint a substitute custodianor additional custodian or custodians, which shall thereafter be Custodian hereunder with respect to one of the Deposited SecuritiesCustodians hereunder. Immediately upon any such changeAfter the date of this Agreement, the Depositary Trustee shall give notice thereof in writing to all Holders of ADSs, each other not enter into or amend any Custody Agreement with a Custodian and without the Company. Citibank, N.A. may at any time act as Custodian written approval of the Deposited Securities pursuant to the Deposit Agreement, in Sponsor (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 ADR, the Depositary approval shall not be obligated unreasonably withheld or delayed). When instructed by the Sponsor, the Trustee shall demand that a Custodian deliver such of the Gold held by it as is requested of it to give notice to the Company, any Holders of ADSs or any other Custodian of or such substitute or additional custodian or custodians directed by the Sponsor. Each such substitute or additional custodian shall forthwith upon its acting as Custodian pursuant appointment, enter into a Custody Agreement in form and substance satisfactory to the Deposit Agreement. Upon Sponsor and the appointment of any successor depositary, the Custodian then acting hereunder shall, unless otherwise instructed by the Depositary, continue to be the Custodian of the Deposited Securities without any further act or writing, and shall be subject to the direction of the successor depositary. The successor depositary so appointed shall, nevertheless, on the written request of 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 to act on the direction of such successor depositaryTrustee.