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

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary under the Deposit Agreement by written notice of resignation delivered to the Company, such resignation to be effective on the earlier of (i) the 90th day after delivery thereof to the Company, or (ii) upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary may at any time be removed by the Company by written notice of such removal, which removal shall be effective on the earlier of (i) the 60th day after delivery thereof to the Depositary, or (ii) upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall use reasonable efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, the City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed (except as required by applicable law), shall become fully vested with all the rights, powers, duties and obligations of its predecessor. The predecessor depositary, upon payment of all sums due it and on the written request of the Company, shall (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder (other than as contemplated in the Deposit Agreement), (ii) duly assign, transfer and deliver all right, title and interest to the Deposited Securities to such successor, and (iii) deliver to such successor a list of the Holders of all outstanding ADRs and such other information relating to ADRs and Holders thereof as the successor may reasonably request. Any such successor depositary shall promptly provide notice of its appointment to such Holders. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary under the Deposit Agreement hereunder by written notice of resignation its election so to do delivered to the CompanyIssuer, such resignation to be effective on the earlier of (i) the 90th day after delivery thereof to the Company, or (ii) take effect upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreementhereinafter provided. The Depositary may at any time be removed by the Company Issuer by 30 days prior written notice of such removal, which removal shall be become effective on upon the earlier later to occur of (i) the 60th 30th day after delivery thereof of the notice to the Depositary, Depositary or (ii) upon the appointment of a successor depositary and its such successor depositary's acceptance of such appointment as provided in the Deposit Agreementhereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company Issuer shall use reasonable its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, the The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company Issuer an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed (except as required by applicable law)deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor. The predecessor depositary; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company, Issuer shall (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder (other than as contemplated in the Deposit Agreement)hereunder, (ii) shall duly assign, transfer and deliver all right, title and interest to in the Deposited Securities to such successor, and (iii) shall deliver to such successor a list of the Holders Owners of all outstanding ADRs and such other information relating to ADRs and Holders thereof as the successor may reasonably requestReceipts. Any such successor depositary shall promptly provide mail notice of its appointment to such Holdersthe Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary under the Deposit Agreement hereunder by written notice of resignation its election so to do delivered to the Company, such resignation to be effective on the earlier of (i) the 90th day after delivery thereof to the Company, or (ii) take effect upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreementhereinafter provided. The Depositary may at any time be removed by the Company by 90 days prior written notice of such removal, which removal shall be to become effective on upon the earlier later of (i) the 60th 90th day after delivery thereof of the notice to the Depositary, or Depositary and (ii) upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreementhereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall use reasonable its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, the The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing satisfactory in form and substance to the Company accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed (except as required by applicable law)deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor. The predecessor depositary; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company, Company shall (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder (other than as contemplated in the Deposit Agreement)hereunder, (ii) shall duly assign, transfer and deliver all right, title and interest to in the Deposited Securities to such successor, successor and (iii) shall deliver to such successor a list of the Holders Owners of all outstanding ADRs American Depositary Shares and such other information relating books and records maintained by such predecessor and its agents with respect to ADRs and Holders thereof functions the Depositary is specifically required to perform as Depositary hereunder that the successor may reasonably requestrequests. Any such successor depositary shall promptly provide mail notice of its appointment to such Holdersthe Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary under the Deposit Agreement hereunder by written notice of resignation its election so to do delivered to the CompanyLendlease Group, such resignation to be effective on the earlier of (i) the 90th day after delivery thereof to the Company, or (ii) take effect upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreementhereinafter provided. The Depositary may at any time be removed by the Company Lendlease Group by written notice of such removal, which removal shall be effective on the earlier of (i) the 60th day after delivery thereof to the Depositary, or (ii) upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreementhereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company Lendlease Group shall use reasonable its best efforts to appoint a successor depositarydepositary upon terms reasonably satisfactory to the Lendlease Group, which shall be a bank or trust company having an office in the Borough of Manhattan, the The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company Lendlease Group an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed (except as required by applicable law)deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor. The predecessor depositary; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company, Lendlease Group shall (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder (other than as contemplated in the Deposit Agreement)hereunder, (ii) shall duly assign, transfer and deliver all right, title and interest to in the Deposited Securities to such successor, and (iii) shall deliver to such successor a list of the Holders Owners of all outstanding ADRs and such other information relating to ADRs and Holders thereof as the successor may reasonably requestReceipts. Any such successor depositary shall promptly provide mail notice of its appointment to such Holdersthe Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary under the Deposit Agreement hereunder by 60 days’ written notice of resignation its election so to do (or a lesser amount of notice if satisfactory to the Issuer) delivered to the Company, such resignation to be Issuer effective on the earlier of (i) the 90th day after delivery thereof to the Company, or (ii) upon the appointment of a successor depositary satisfactory to the Issuer and its acceptance of such appointment as provided hereinafter provided, which appointment shall be on terms satisfactory to the Issuer in the Deposit Agreementits sole discretion. The Depositary may at any time be removed by the Company Issuer by 60 days’ written notice of such removal, which removal shall be effective on the earlier of (i) the 60th day after delivery thereof to the Depositary, or (ii) upon the appointment of a successor depositary satisfactory to the Issuer and its acceptance of such appointment as provided hereinafter provided, which appointment shall be on terms satisfactory to the Issuer in the Deposit Agreementits sole discretion. In case at any time the Depositary acting hereunder shall resign or be removed, the Company Issuer shall use reasonable its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, the The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company Issuer an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed (except as required by applicable law)deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor. The predecessor depositary; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the CompanyIssuer, shall (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder (other than as contemplated in the Deposit Agreement)hereunder, (ii) shall duly assign, transfer and deliver all right, title and interest to in the Deposited Securities to such successor, and (iii) shall deliver to such successor a list of the Holders Owners of all outstanding ADRs and such other information relating to ADRs and Holders thereof as the successor may reasonably requestReceipts. Any such successor depositary shall promptly provide mail notice of its appointment to such Holdersthe Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. Appointment ------------------------------------------------------ of Successor Depositary. The Depositary may at any time resign as Depositary under the Deposit Agreement ----------------------- hereunder by written notice of resignation its election so to do delivered to the Company, such resignation to be effective on the earlier of (i) the 90th day after delivery thereof to the Company, or (ii) take effect upon the appointment of a successor depositary Depositary and its acceptance of such appointment as provided in the Deposit Agreementhereinafter provided. The Depositary may at any time be removed by the Company by written notice of such removal, which removal shall be effective on the earlier of (i) the 60th day after delivery thereof delivered to the Depositary, or (ii) such removal to take effect upon the appointment of a successor depositary Depositary and its acceptance of such appointment as provided in the Deposit Agreementhereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall use reasonable efforts to shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor depositaryDepositary, which shall be a bank or trust company having an its principal office in the Borough United States of ManhattanAmerica and having a combined capital and surplus of at least $50,000,000. If no successor Depositary shall have been so appointed and have accepted appointment within 60 days after delivery of such notice, the City resigning or removed Depositary may petition any court of New Yorkcompetent jurisdiction for the appointment of a successor Depositary. Every successor depositary Depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositaryDepositary, without any further act or deed (except as required by applicable law)deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor. The predecessor depositary, upon payment of all sums due it and on the written request of the Company, shall (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder (other than as contemplated in the Deposit Agreement)hereunder, (ii) shall duly assign, transfer and deliver all right, title and interest to in the Deposited Securities Stock and any moneys or property held hereunder to such successor, and (iii) shall deliver to such successor a list of the Holders record holders of all outstanding ADRs and such other information relating to ADRs and Holders thereof as the successor may reasonably requestReceipts. Any such successor depositary Depositary shall promptly provide mail notice of its appointment to such Holdersthe record holders of Receipts. Any corporation into or with which the Depositary may be merged merged, consolidated or consolidated converted shall be the successor of the such Depositary without the execution or filing of any document or any further act, and notice thereof shall not be required hereunder. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary under the Deposit Agreement hereunder by written notice of resignation its election to do so delivered to the Company, such resignation to be effective on take effect upon the earlier of (i) the 90th day after delivery thereof to the Company, or (ii) upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided in or (ii) termination by the Deposit AgreementDepositary pursuant to Section 6.02 hereof. The Depositary may at any time be removed by the Company by ninety (90) days prior written notice of such removal, which removal shall be to become effective on upon the earlier later of (i) the 60th day ninetieth (90th)day after delivery thereof of the notice to the Depositary, or Depositary and (ii) upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreementhereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall use reasonable its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, the The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed (except as required by applicable law)deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor. The predecessor depositary; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company, Company shall (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder (other than as contemplated in the Deposit Agreement)hereunder, (ii) shall duly assign, transfer and deliver all right, title and interest to in the Deposited Securities to such successor, successor and (iii) shall deliver to such successor a list of the Holders Owners of all outstanding ADRs and such other information relating to ADRs and Holders thereof as the successor may reasonably requestReceipts. Any such successor depositary shall promptly provide mail notice of its appointment to such Holdersthe Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. Appointment of Successor ------------------------------------------------------------------- Depositary. The Depositary may at any time resign as Depositary under the ---------- Deposit Agreement by written notice of resignation delivered to the Company, such resignation to be effective on the earlier of (i) the 90th day after delivery thereof to the Company, or (ii) upon the appointment by the Company of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary may at any time be removed by the Company by written notice of such removal, removal which removal notice shall be effective on the earlier of (i) the 60th 90th day after delivery thereof to the Depositary, or (ii) upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall use reasonable its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, the City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed (except as required by applicable law), shall become fully vested with all the rights, powers, duties and obligations of its predecessorpredecessor (other than as contemplated in Sections 5.8 and 5.9) of the Deposit Agreement. The predecessor depositary, upon payment of all sums due it and on the written request of the Company, shall (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder (other than as contemplated in the Deposit Agreement), (ii) duly assign, transfer and deliver all right, title and interest to the Deposited Securities to such successor, and (iii) deliver to such successor a list of the Holders of all outstanding ADRs Receipts and such other information relating to ADRs Receipts and Holders thereof as the successor may reasonably request. Any such successor depositary shall promptly provide distribute notice of its appointment to such Holders. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. Appointment of Successor Depositary. ------------------------------ The Depositary may at any time resign as Depositary under the Deposit Agreement hereunder by written notice of resignation its election to do so delivered to the Company, such resignation to be effective on the earlier of (i) the 90th day after delivery thereof to the Company, or (ii) take effect upon the appointment of a successor depositary Depositary and its acceptance of such appointment as provided in the Deposit Agreementhereinafter provided. The Depositary may at any time be removed by the Company by written notice of such removal, which removal shall be effective on the earlier of (i) the 60th day after delivery thereof delivered to the Depositary, or (ii) such removal to take effect upon the appointment of a successor depositary Depositary and its acceptance of such appointment as provided in the Deposit Agreementhereinafter provided. In case at any time the Depositary acting hereunder shall at any time resign or be removed, the Company shall use reasonable efforts to shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor depositaryDepositary, which shall be a bank or trust company having an its principal office in the Borough United States of ManhattanAmerica and having a combined capital and surplus of at least $50,000,000. If no successor Depositary shall have been so appointed within 60 days after delivery of such notice, the City resigning or removed Depositary may petition any court of New Yorkcompetent jurisdiction for the appointment of a successor Depositary. Every successor depositary Depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon and, thereupon, such successor depositaryDepositary, without any further act or deed (except as required by applicable law)deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor. The predecessor depositary, upon payment of all sums due it and on the written request of the Company, shall (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder (other than as contemplated in the Deposit Agreement)hereunder, (ii) shall duly assign, transfer and deliver all right, title and interest to in the Deposited Securities Stock and any moneys or property held hereunder to such successor, successor and (iii) shall deliver to such successor a list of the Record Holders of all outstanding ADRs and such other information relating to ADRs and Holders thereof as the successor may reasonably requestDepositary Shares. Any such successor depositary Depositary shall promptly provide mail notice of its appointment to such Holders. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.Record Holders of

Resignation and Removal of the Depositary. Appointment ------------------------------------------------------ of Successor Depositary. The Depositary may at any time resign as Depositary under the Deposit Agreement ----------------------- hereunder by written notice of resignation its election so to do delivered to the Company, such resignation to be effective on the earlier of (i) the 90th day after delivery thereof to the Company, or (ii) take effect upon the appointment of a successor depositary Depositary and its acceptance of such appointment as provided in the Deposit Agreementhereinafter provided. The Depositary may at any time be removed by the Company by written notice of such removal, which removal shall be effective on the earlier of (i) the 60th day after delivery thereof delivered to the Depositary, or (ii) such removal to take effect upon the appointment of a successor depositary Depositary and its acceptance of such appointment as provided in the Deposit Agreementhereinafter provided. In case at any time the Depositary acting hereunder shall at any time resign or be removed, the Company shall use reasonable efforts to shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor depositaryDepositary, which shall be a bank or trust company having an its principal office in the Borough United States of Manhattan, the City America and having a combined capital and surplus of New Yorkat least $50,000,000. Every successor depositary Depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositaryDepositary, without any further act or deed (except as required by applicable law)deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor. The predecessor depositary, upon payment of all sums due it and on the written request of the Company, shall (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder (other than as contemplated in the Deposit Agreement)hereunder, (ii) shall duly assign, transfer and deliver all right, title and interest to in the Deposited Securities Stock and any moneys or property held hereunder to such successor, successor and (iii) shall deliver to such successor a list of the Holders record holders of all outstanding ADRs and such other information relating to ADRs and Holders thereof as the successor may reasonably requestReceipts. Any such successor depositary Depositary shall promptly provide mail notice of its appointment to such Holdersthe record holders of Receipts. Any corporation into or with which the Depositary may be merged merged, consolidated or consolidated converted shall be the successor of the such Depositary without the execution or filing of any document or or, any further act. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary under the Deposit Agreement hereunder by written notice of resignation its election so to do delivered to the Company, such resignation to be effective on the earlier of (i) the 90th day after delivery thereof to the Company, or (ii) take effect upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary may at any time be removed by the Company by written notice of such removal, which removal shall be effective on the earlier of (i) the 60th day after delivery thereof to the Depositary, Company (whereupon the Depositary shall be entitled to take the actions contemplated in Section 6.2) or (ii) upon the appointment by the Company of a successor depositary and its acceptance of such appointment as provided in hereinafter provided. The Depositary may at any time be removed as Depositary hereunder by the Deposit AgreementCompany by written notice of such removal, which removal shall become effective upon the later to occur of (i) the 60th day after delivery of the notice to the Depositary, or (ii) the appointment by the Company of a successor depositary and its acceptance of such appointment as hereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall use its commercially reasonable efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, the The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed (except as required by applicable law)deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor. The predecessor depositary; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company, Company shall (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder (other than as contemplated in the Deposit Agreement)hereunder, (ii) shall duly assign, transfer and deliver all Depositary’s right, title and interest to the Deposited Securities Property to such successor, and (iii) shall deliver to such successor a list of the Holders of all outstanding ADRs and ADSs together with copies of such other information records relating to ADRs and Holders thereof ADSs as the Company or successor depositary may reasonably request. Any such successor depositary shall promptly provide notice of its appointment to such the Holders. Any corporation entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary under the Deposit Agreement hereunder by written notice of resignation its election so to do delivered to the Company, such resignation to be Issuer effective on the earlier of (i) the 90th day after delivery thereof to the Company, or (ii) upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreementhereinafter provided. The Depositary may at any time be removed by the Company Issuer by written notice of such removal, which removal shall be effective on the earlier of (i) the 60th day after delivery thereof to the Depositary, or (ii) upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreementhereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company Issuer shall use reasonable its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, the The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company Issuer an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed (except as required by applicable law)deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor. The predecessor depositary; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the CompanyIssuer, shall (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder (other than as contemplated in the Deposit Agreement)hereunder, (ii) shall duly assign, transfer and deliver all right, title and interest to in the Deposited Securities to such successor, and (iii) shall deliver to such successor a list of the Holders Owners of all outstanding ADRs and such other information relating to ADRs and Holders thereof as the successor may reasonably requestReceipts. Any such successor depositary shall promptly provide mail notice of its appointment to such Holdersthe Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary Depositary, at its sole discretion, may at any time resign as Depositary under the Deposit Agreement hereunder by written notice of resignation its election so to do delivered to the CompanyIssuer, such resignation to be effective on the earlier of (i) the 90th day after delivery thereof to the Company, or (ii) take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided in this Section 5.4 (which appointment shall be on terms reasonably satisfactory to the Deposit AgreementIssuer). The Depositary may at any time be removed by the Company Issuer, at its sole discretion, by written notice of such removal, which removal shall be effective on the earlier of (i) the 60th day after delivery thereof to the Depositary, or (ii) upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided in the Deposit Agreementthis Section 5.4. In case at any time the Depositary acting hereunder shall resign or be removed, the Company Issuer shall use its reasonable efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, the The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company Issuer an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed (except as required by applicable law)deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor. The predecessor depositary; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company, Issuer shall (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder (other than as contemplated in the Deposit Agreement)hereunder, (ii) shall duly assign, transfer and deliver all right, title and interest to in the Deposited Securities to such successor, and (iii) shall deliver to such successor a list of the Holders Owners of all outstanding ADRs and such other information relating to ADRs and Holders thereof as the successor may reasonably requestReceipts. Any such successor depositary shall promptly provide mail notice of its appointment to such Holdersthe Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. Appointment of --------------------------------------------------------- Successor Depositary. -------------------- The Depositary may at any time resign as Depositary under the Deposit Agreement hereunder by written notice of resignation its election so to be delivered to the Company, such resignation to be effective on the earlier of (i) the 90th day after delivery thereof to the Company, or (ii) take effect upon the appointment of a successor depositary Depositary and its such successor's written acceptance of such appointment as provided in the Deposit Agreementhereinafter provided. The Depositary may at any time be removed by the Company by written notice of such removal, which removal shall be effective on the earlier of (i) the 60th day after delivery thereof delivered to the Depositary, or (ii) such removal to take effect upon the appointment of a successor depositary Depositary and its such successor's written acceptance of such appointment as provided in the Deposit Agreementhereinafter provided. In case at any time the Depositary acting hereunder shall at any time resign or be removed, the Company shall use reasonable efforts to shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor depositaryDepositary, which shall be a bank or trust company having an its principal office in the Borough United States of ManhattanAmerica and having a combined capital and surplus of at least $50,000,000. If no successor Depositary shall have been so appointed within 60 days after delivery of such notice, the City resigning or removed Depositary may petition any court of New Yorkcompetent jurisdiction for the appointment of a successor Depositary. Every successor depositary Depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositaryDepositary, without any further act or deed (except as required by applicable law)deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor. The predecessor depositary, upon payment of all sums due it and on the written request of the Company, shall (i) execute and deliver an instrument installment transferring to such successor all rights and powers of such predecessor hereunder (other than as contemplated in the Deposit Agreement)hereunder, (ii) shall duly assign, transfer and deliver all right, title and interest to in the Deposited Securities Stock and any moneys or property held hereunder to such successor, successor and (iii) shall deliver to such successor a list of the Record Holders of all outstanding ADRs and such other information relating to ADRs and Holders thereof as the successor may reasonably requestDepositary Shares. Any such successor depositary Depositary shall promptly provide mail notice of its appointment to such Holdersthe Record Holders of Depositary Shares. Thereafter, any predecessor Depositary shall deliver any correspondence received from any holders of Depositary Shares to the successor Depositary. Any corporation into or with which the Depositary may be merged merged, consolidated or consolidated converted shall be the successor of the such Depositary without the execution or filing of any document or any further act. Such successor Depositary may authenticate the Receipts in the name of the predecessor Depositary or in the name of the successor Depositary.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary under the Deposit Agreement hereunder by written notice of resignation its election so to do delivered to the Company, such resignation to be effective on the earlier of (i) the 90th day after delivery thereof to the Company, or (ii) take effect upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreementhereinafter provided. The Depositary may at any time be removed by the Company by written notice of such removal, which removal shall be effective on the earlier of (i) the 60th day after delivery thereof to the Depositary, or (ii) upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreementhereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall use reasonable its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, the City of New YorkXxx Xxxx xx Xxx Xxxx. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed (except as required by applicable law)deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor. The predecessor depositary; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company, Company shall (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder (other than as contemplated in the Deposit Agreement)hereunder, (ii) shall duly assign, transfer and deliver all right, title and interest to in the Deposited Securities to such successor, and (iii) shall deliver to such successor a list of the Holders Owners of all outstanding ADRs and such other information relating to ADRs and Holders thereof as the successor may reasonably requestReceipts. Any such successor depositary shall promptly provide mail notice of its appointment to such Holdersthe Owners. Any corporation into or with which the Depositary may be merged or consolidated or to which the Depositary may transfer its depositary receipt business shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary under the Deposit Agreement by written notice of resignation its election so to do delivered to the CompanyIssuer, such resignation to be effective on the earlier of (i) the 90th day after delivery thereof to the Company, or (ii) take effect upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary may at any time be removed by the Company Issuer by 90 days prior written notice of such removal, which removal shall be become effective on upon the earlier later to occur of the (i) the 60th 90th day after delivery thereof of the notice to the Depositary, Depositary or (ii) upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. In case at any time the Depositary acting hereunder shall resign or be removed, the Company Issuer shall use its best efforts that are reasonable efforts under the circumstances to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, the The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company Issuer an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed (except as required by applicable law)deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor. The predecessor depositary; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company, Issuer shall (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder (other than as contemplated in the Deposit Agreement)hereunder, (ii) shall duly assign, transfer and deliver all right, title and interest to in the Deposited Securities to such successor, and (iii) shall deliver to such successor a list of the Holders Owners of all outstanding ADRs and such other information relating to ADRs and Holders thereof as the successor may reasonably requestReceipts. Any such successor depositary shall promptly provide distribute notice of its appointment to such Holdersthe Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary under the Deposit Agreement hereunder by written notice of resignation its election to do so delivered to the Company, such resignation to be effective on the earlier of (i) the 90th day after delivery thereof to the Company, or (ii) take effect upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreementhereinafter provided. The Depositary may at any time be removed by the Company by written notice of such removal, which removal shall be effective on the earlier of (i) the 60th day after delivery thereof to the Depositary, or (ii) upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreementhereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall use reasonable its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, the The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed (except as required by applicable law)deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor. The predecessor depositary; but such predecessor, upon payment of all sums due it and on the written request of the Company, shall (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder (other than as contemplated in the Deposit Agreement)hereunder, (ii) shall duly assign, transfer and deliver all right, title and interest to in the Deposited Securities to such successor, and (iii) shall deliver to such successor a list of the Holders Owners of all outstanding ADRs Receipts and such any other information relating to ADRs and Holders thereof as this Deposit Agreement or the successor may Receipts reasonably requestrequested by such -38- 42 successor. Any such successor depositary shall promptly provide mail notice of its appointment to such Holdersthe Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary under the Deposit Agreement hereunder by 90 days prior written notice of resignation its election to do so delivered to the Company, such resignation to be effective on take effect upon the earlier later of (i) the 90th day after delivery thereof of the notice to the Company, or Company and (ii) upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreementhereinafter provided. The Depositary may at any time be removed by the Company by 90 days prior written notice of such removal, which removal shall be to become effective on upon the earlier later of (i) the 60th 90th day after delivery thereof of the notice to the Depositary, or Depositary and (ii) upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreementhereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall use reasonable its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, the The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed (except as required by applicable law)deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor. The predecessor depositary; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company, Company shall (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder (other than as contemplated in the Deposit Agreement)hereunder, (ii) shall duly assign, transfer and deliver all right, title and interest to in the Deposited Securities to such successor, successor and (iii) shall deliver to such successor a list of the Holders Owners of all outstanding ADRs and such other information relating to ADRs and Holders thereof as the successor may reasonably requestAmerican Depositary Shares. Any such successor depositary shall promptly provide mail notice of its appointment to such Holdersthe Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary under the Deposit Agreement by written notice of resignation its election so to do delivered to the Company, such resignation to be effective on the earlier of (i) the 90th day after delivery thereof to the Company, or (ii) take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided in and the Deposit Agreementreceipt of any required approvals of the Brazilian National Securities Commission. The Depositary may at any time be removed by the Company by 60 days' prior written notice of such removal, which removal shall be to become effective on upon the earlier later of (i) the 60th day after delivery thereof of the notice to the Depositary, Depositary or (ii) upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided in and the Deposit Agreementreceipt of any required approvals of the Brazilian National Securities Commission. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall use reasonable its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, the The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed (except as required by applicable law)deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor. The predecessor depositary; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company, Company shall (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder (other than as contemplated in the Deposit Agreement)hereunder, (ii) shall duly assign, transfer and deliver all right, title and interest to in the Deposited Securities to such successor, and (iii) shall deliver to such successor a list of the Holders Owners of all outstanding ADRs and such other information relating to ADRs and Holders thereof as the successor may reasonably requestReceipts. Any such successor depositary shall promptly provide mail notice of its appointment to such Holdersthe Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. Appointment of Successor Depositary. The Depositary may at any time resign as Depositary under the Deposit Agreement by written notice of resignation delivered to the Company, such resignation to be effective on the earlier of (i) the 90th day after delivery thereof to the Company, or (ii) upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. The Depositary may at any time be removed by the Company by written notice of such removal, removal which removal notice shall be effective on the earlier of (i) the 60th day after delivery thereof to the Depositary, or (ii) upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall use reasonable its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, the City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed (except as required by applicable law), shall become fully vested with all the rights, powers, duties and obligations of its predecessor. The predecessor depositary, upon payment of all sums due it and on the written request of the Company, shall (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder (other than as contemplated in the Deposit Agreement), (ii) duly assign, transfer and deliver all right, title and interest to the Deposited Securities to such successor, and (iii) deliver to such successor a list of the Holders of all outstanding ADRs ADSs and such other information relating to ADRs ADSs and Holders thereof as the successor may reasonably request. Any such successor depositary shall promptly provide notice of its appointment to such Holders. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

Resignation and Removal of the Depositary. APPOINTMENT OF ------------ --------------------------------------------------------- SUCCESSOR DEPOSITARY. The Depositary may at any time resign as Depositary under the Deposit Agreement -------------------- hereunder by written notice of resignation its election so to do delivered to the Company, such resignation to be effective on the earlier of (i) the 90th day after delivery thereof to the Company, or (ii) take effect upon the appointment of a successor depositary Depositary, Registrar and Transfer Agent and its acceptance of such appointment as provided in the Deposit Agreementhereinafter provided. The Depositary may at any time be removed by the Company by written notice of such removal, which removal shall be effective on the earlier of (i) the 60th day after delivery thereof delivered to the Depositary, or (ii) such removal to take effect upon the appointment of a successor depositary Depositary, Registrar and Transfer Agent and its acceptance of such appointment as provided in the Deposit Agreementhereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall use reasonable efforts to shall, within 60 days after the delivery of the notice of resignation or removal, as the case may be, appoint a successor depositaryDepositary, which shall be a bank or trust company having an its principal office in the Borough United States of Manhattan, the City America and having a combined capital and surplus of New Yorkat least $50,000,000. Every successor depositary Depositary, Registrar and Transfer Agent shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositaryDepositary, Registrar and Transfer Agent without any further act or deed (except as required by applicable law)deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor and for all purposes shall be the Depositary under this Deposit Agreement, and such predecessor. The predecessor depositary, upon payment of all sums due it and on the written request of the Company, shall (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder (other than as contemplated in the Deposit Agreement)hereunder, (ii) shall duly assign, transfer and deliver all right, title and interest to in the Deposited Securities Stock and any moneys or property held hereunder to such successor, and (iii) shall deliver to such successor a list of the Holders record holders of all outstanding ADRs and such other information relating to ADRs and Holders thereof as the successor may reasonably requestReceipts. Any such successor depositary Depositary shall promptly provide mail notice of its appointment to such Holdersthe record holders of the Receipts. Any corporation into or with which the Depositary may be merged merged, consolidated or consolidated converted shall be the successor of the such Depositary without the execution or filing of any document or any further act. Such successor Depositary may authenticate the Receipts in the name of its predecessor Depositary or in the name of the successor.

Resignation and Removal of the Depositary. The Depositary may at any time resign as Depositary under the Deposit Agreement hereunder by written notice of resignation its election so to do delivered to the Company, such resignation to be effective on the earlier of (i) the 90th day after delivery thereof to the Company, or (ii) take effect upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreementhereinafter provided. The Depositary may at any time be removed by the Company by written notice of such removal, which removal shall be effective on the earlier of (i) the 60th day after delivery thereof to the Depositary, or (ii) upon the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreementhereinafter provided. In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall use reasonable its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, the The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed (except as required by applicable law)deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor. The predecessor depositary; but such predecessor, nevertheless, upon payment of all sums due it and on the written request of the Company, Company shall (i) execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder (other than as contemplated in the Deposit Agreement)hereunder, (ii) shall duly assign, transfer and deliver all right, title and interest to in the Deposited Securities to such successor, and (iii) shall deliver to such successor a list of the Holders Owners of all outstanding ADRs and such other information relating to ADRs and Holders thereof as the successor may reasonably requestReceipts. Any such successor depositary shall promptly provide mail notice of its appointment to such Holdersthe Owners. Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.act-