Common use of Obligations and Responsibilities of Licensee Clause in Contracts

Obligations and Responsibilities of Licensee. 3.1. LICENSEE shall: 3.1.1. sublicense the INDEX, in accordance with the draft Sublicense Agreement contained in Exhibit II to this Agreement, to the ETF, to be represented by Itaú Unibanco S.A., the operation of which shall have been authorized by the Brazilian Securities Commission (CVM), except if the LICENSEE is also the administrator of ETF; 3.1.2. adopt applicable measures so that the protocols concerning the request for authorization of operation of the ETF at the CVM, and the request for registration for the trading of ETF shares at the BM&FBOVESPA be conducted after the date of execution of this Agreement; 3.1.3. immediately notify BM&FBOVESPA of any replacement thereof as the ETF portfolio manager or of any replacement of the ETF administrator, remaining in its position until it decides on its replacement or on the liquidation of the fund, with due regard for the terms of CVM Ruling No. 359/02 and other rules as applicable. If the replacement of such service providers occurs within the same business group of the administrator or manager of ETF, the sending of the notice of material event, with the call of the meeting that will review the replacement of such service providers and, subsequently, of the communication of the decision of such meeting to the BM&FBOVESPA information disclosure system shall serve as formalization for the communication to BM&FBOVESPA set forth in this item; 3.1.4. protect the reputation of the INDEX and refrain from performing any act that may adversely affect the value of its name and of its trademark; 3.1.5. immediately inform BM&FBOVESPA if it becomes aware of any fact that indicates improper use of the INDEX or that may affect the value of its name and of its trademark; 3.1.6. submit to prior approval from BM&FBOVESPA any and all information materials, including offering circulars, advertisements, brochures, and similar materials containing any reference to the INDEX; 3.1.6.1 BM&FBOVESPA’s failure to pronounce itself within the period of five (5) business days after receipt of the information material mentioned in item 3.1.6 above may be construed by LICENSEE as a tacit authorization to said material; however, BM&FBOVESPA may, at any time, request changes or even prevent the utilization of said material that has not been expressly approved under this item.

Obligations and Responsibilities of Licensee. 3.1. 2.1 LICENSEE shall: 3.1.1. 2.1.1 sublicense the INDEX, in accordance with the draft Sublicense Agreement contained in Exhibit II to this Agreement, to the ETF, to be represented by Itaú Unibanco S.A.Banco Itaucard S.A, the operation of which shall have been authorized by the Brazilian Securities Commission (CVM), except if the LICENSEE is also the administrator of ETF; 3.1.2. 2.1.2 adopt applicable measures so that the protocols concerning the request for authorization of operation of the ETF at the CVM, and the request for registration for the trading of ETF shares at the BM&FBOVESPA be conducted after within the term of sixty (60) days as of the date of execution of this Agreement; 3.1.3. 2.1.3 immediately notify BM&FBOVESPA of any replacement thereof as the ETF portfolio manager or of any replacement of the ETF administrator, remaining in its position until it decides on its replacement or on the liquidation of the fund, with due regard for the terms of CVM Ruling No. 359/02 and other rules as applicable. If the replacement of such service providers occurs within the same business group of the administrator or manager of ETF, the sending of the notice of material event, with the call of the meeting that will review the replacement of such service providers and, subsequently, of the communication of the decision of such meeting to the BM&FBOVESPA information disclosure system shall serve as formalization for the communication to BM&FBOVESPA set forth in this item; 3.1.4. 2.1.4 protect the reputation of the INDEX and refrain from performing any act that may adversely affect the value of its name and of its trademark; 3.1.5. 2.1.5 immediately inform BM&FBOVESPA if it becomes aware of any fact that indicates improper use of the INDEX or that may affect the value of its name and of its trademark; 3.1.6. 2.1.6 submit to prior approval from BM&FBOVESPA any and all information materials, including offering circulars, advertisements, brochures, and similar materials containing any reference to the INDEX; 3.1.6.1 2.1.6.1 BM&FBOVESPA’s failure to pronounce itself within the period of five (5) business days after receipt of the information material mentioned in item 3.1.6 2.16 above may be construed by LICENSEE as a tacit authorization to said material; however, BM&FBOVESPA may, at any time, request changes or even prevent the utilization of said material that has not been expressly approved under this item; 2.1.6.2 LICENSEE shall have the term of five (5) business days to make the adjustments requested by BM&FBOVESPA in the materials mentioned in item 2.1.

Obligations and Responsibilities of Licensee. 3.1. LICENSEE shall: 3.1.1. (i) sublicense the INDEXIFNC, in accordance with the draft Sublicense Agreement contained in Exhibit II to this AgreementII, to the ETFETF IFNC, to be represented by Itaú Unibanco S.A.Banco Itaucard S.A, the operation of which shall have been authorized by the Brazilian Securities Commission (CVM), except if the LICENSEE is also the administrator of ETF; 3.1.2. (ii) adopt applicable measures so that the protocols concerning the request for authorization of operation of the ETF IFNC at the CVM, and the request for registration for the trading of ETF IFNC shares at the BM&FBOVESPA be conducted after within the term of sixty (60) days as of the date of execution of this Agreement; 3.1.3. (iii) immediately notify BM&FBOVESPA of any its replacement thereof as the ETF IFNC portfolio manager or of any the replacement of the ETF IFNC administrator, remaining in its position until it decides on its replacement or on the liquidation of the fund, with due regard for the terms of CVM Ruling No. 359/02 and other rules as applicable. If the replacement of such service providers occurs within the same business group of the administrator or manager of ETF, the sending of the notice of material event, with the call of the meeting that will review the replacement of such service providers and, subsequently, of the communication of the decision of such meeting to the BM&FBOVESPA information disclosure system shall serve as formalization for the communication to BM&FBOVESPA set forth in this item; 3.1.4. (iv) protect the reputation of the INDEX IFNC and refrain from performing any act that may adversely affect the value of its name and of its trademark; 3.1.5. (v) immediately inform BM&FBOVESPA if it becomes aware of any fact that indicates improper use of the INDEX IFNC or that may affect the value of its name and of its trademark; 3.1.6. (vi) submit to prior approval from BM&FBOVESPA any and all information materials, including offering circulars, advertisements, brochures, and similar materials containing any reference to the INDEXIFNC; 3.1.6.1 a) BM&FBOVESPA’s failure to pronounce itself within the period of five (5) business days after receipt of the information material mentioned in item 3.1.6 above may be construed by LICENSEE as a tacit authorization to said material; however, BM&FBOVESPA may, at any time, request changes or even prevent the utilization of said material; b) LICENSEE shall include the following warning in any information material related to the ETF IFNC; 2.1 LICENSEE hereby authorizes BM&FBOVESPA to utilize its business name or corporate name as well as its trademarks in advertising materials or promotional activities prepared by BM&FBOVESPA in connection with the ETF IFNC or with exchange-traded funds in general, also undertaking to obtain an authorization from the ETF IFNC administrator in its own name and as a representative of the ETF IFNC, for the utilization of its corresponding business name or corporate name, trademarks, and the ETF IFNC name for the same purposes. BM&FBOVESPA shall: (i) conduct the calculation and disclosure of the IFNC during the Exclusivity Period; (ii) inform LICENSEE of any modification introduced to its calculation methodology, with due regard for the applicable legal and regulatory requirements; (iii) notify LICENSEE if it becomes aware that a third party has not been expressly approved under this item.using the IFNC as the reference index for an exchange-traded fund;