Common use of The Insurance Policy Clause in Contracts

The Insurance Policy. (a) The Trustee acknowledges that the Issuer and the Guarantor have secured the Insurance Policy to initially provide limited insurance against the inability of the Issuer or the Guarantor to convert Reais into U.S. dollars and transfer any U.S. dollars to the Trustee in satisfaction of amounts to be paid by it under this Indenture and the Notes or the Guaranty, as the case may be. The Issuer hereby confirms that the premium for the Insurance Policy has been paid by the Issuer on or prior to the Closing Date. In addition, the Trustee and the Issuer acknowledge that the Insurance Policy provides similar protection for any inability of the Trustee to convert any Reais amounts received by, without limitation, the Trustee in satisfaction of the Issuer's obligations under this Indenture and the Notes or the Guarantor's obligations under the Guaranty, as the case may be, including any Reais amounts received in connection with any insolvency or similar proceedings involving the Issuer or the Guarantor or any enforcement of this Indenture and the Notes against the Issuer or the Guaranty against the Guarantor. (b) The Trustee agrees to give written notice to the Insurer in substantially the form of Exhibit F hereto of the occurrence of (i) any failure by the Issuer to make any payment on or in respect of the Notes required under this Indenture and a failure of the Guarantor to make any payment on or in respect of its obligations under the Guaranty, (ii) the occurrence of any Default or Event of Default, or (iii) the occurrence of an Inconvertibility Event or an Expropriation Event. Upon receipt from the Insurer of amounts payable under the Insurance Policy, the Trustee shall hold such amounts in trust in the Payment Account for use in making any required payments of principal, interest and other amounts due under this Indenture. (c) The Trustee shall give all notices, make all filings and take all actions required of it pursuant to the terms of the Insurance Policy including, without limitation, the filing of a claim with the procedures and subject to the time limitations set forth in Article VII of the Insurance Policy. In connection with its satisfaction of its obligations hereunder and under the Insurance Policy, the Trustee shall request, under the terms of the Indenture, the Guaranty and the Insurance Side Agreement, that the Guarantor and the Issuer provide all such information and take all such actions as are required to ensure the continued enforceability of the Insurance Policy, and in connection with the submission of any claim thereunder and the satisfaction of any requirement provided therein. (d) At any time on or after the third anniversary of the Closing Date and so long as no Default or Event of Default has occurred and is continuing, the Trustee, at the direction of the Issuer, may cancel the Insurance Policy upon the receipt of confirmation from each of Moody's, S&P and Fitch that its then current rating of the Notes is xx xxxst "A3", "A-" and "A-", respectively and that such ratings will not be lowered or withdrawn as a result of such cancellation. The Trustee shall effect such cancellation by submission to the Insurer of the appropriate notice as specified in Section 8.3(a) of the Insurance Policy. Any such cancellation that occurs after the third anniversary of the Closing Date shall be deemed effective as of the immediately succeeding anniversary of the Closing Date provided that the ratings set forth above are still effective as of such immediately succeeding anniversary of the Closing Date. The Trustee shall, at the request of the Issuer, make all such applications and submit all such documents as the Issuer shall reasonably request to comply with the provisions of Section 8.3(a) of the Insurance Policy. Upon the Insurer making any payment to the Trustee pursuant to Section 8.3(a) of the Insurance Policy, the Trustee shall, so long as no Default or Event of Default has occurred and is continuing, direct the Insurer to pay all such amounts due to the Trustee to the Issuer and pay any amounts so received by the Insurer to the Issuer within two Business Days after receipt thereof.

The Insurance Policy. (a) The Trustee acknowledges that the Issuer and the Guarantor have Unibanco has secured the Insurance Policy to initially provide limited insurance against the inability of the Issuer or the Guarantor Unibanco to convert Reais reais into U.S. dollars and transfer any U.S. dollars to the Trustee in satisfaction of amounts to be paid by it under this Indenture and the Notes or the Guaranty, as the case may beNotes. The Issuer Unibanco hereby confirms that the premium for the Insurance Policy has been paid by the Issuer Unibanco on or prior to the Closing Date. In addition, the Trustee and the Issuer Unibanco acknowledge that the Insurance Policy provides similar protection for any inability of the Trustee to convert any Reais reais amounts received by, without limitation, by the Trustee in satisfaction of the Issuer's Unibanco’s obligations under this Indenture and the Notes or the Guarantor's obligations under the Guaranty, as the case may beNotes, including any Reais reais amounts received in connection with any insolvency or similar proceedings involving the Issuer or the Guarantor Unibanco or any enforcement of this Indenture and the Notes against Unibanco. The Trustee and Unibanco further acknowledge that the Issuer Insurance Policy provides limited insurance against an act or series of acts of any Governmental Authority of Brazil that deprive Unibanco, or in certain limited circumstances, the Guaranty against Trustee, of the Guarantoruse or control of funds to satisfy Unibanco’s obligations under the Indenture and the Notes. (b) The Trustee agrees to give written notice to the Insurer in substantially the form of Exhibit F E hereto of the occurrence of (i) any failure by the Issuer Unibanco to make any payment on or in respect of the Notes required under this Indenture and a failure of the Guarantor to make any payment on or in respect of its obligations under the GuarantyIndenture, (ii) the occurrence of any Default or Event of Default, or (iii) the occurrence of an Inconvertibility Event or an Expropriation Event. Upon receipt from the Insurer of amounts payable under the Insurance Policy, the Trustee shall hold such amounts in trust in the Payment Account for use in making any required payments of principal, interest and other amounts due under this Indenture. (c) The Trustee shall give all notices, make all filings and take all actions required of it pursuant to the terms of the Insurance Policy including, without limitation, the filing of a claim with the procedures and subject to the time limitations set forth in Article VII of the Insurance Policy. In connection with its satisfaction of its obligations hereunder and under the Insurance Policy, the Trustee shall request, under the terms of the Indenture, the Guaranty Indenture and the Insurance Side Agreement, that the Guarantor and the Issuer Unibanco provide all such information and take all such actions as are required to ensure the continued enforceability of the Insurance Policy, and in connection with the submission of any claim thereunder and the satisfaction of any requirement provided therein. (d) At any time on or after the third anniversary of the Closing Date December 15, 2006 and so long as no Default or Event of Default has occurred and is continuing, the Trustee, at the direction of the IssuerUnibanco, may cancel the Insurance Policy upon the receipt of confirmation from each of Moody's, S&P and Fitch ’s that its then current rating of the Notes is xx xxxst "A3", "A-" and "A-", respectively at least “Baa1” and that such ratings rating will not be lowered or withdrawn as a result of such cancellation. The Trustee shall effect such cancellation by submission to the Insurer of the appropriate notice as specified in Section 8.3(a8.3(A) of the Insurance Policy. Any such cancellation that occurs after the third anniversary of the Closing Date December 15, 2006 shall be deemed effective as of the immediately succeeding anniversary of the Closing Date thereof provided that the ratings set forth above are still effective as of such immediately succeeding anniversary of the Closing Datethereof. The Trustee shall, at the request of the IssuerUnibanco, make all such applications and submit all such documents as the Issuer Unibanco shall reasonably request to comply with the provisions of Section 8.3(a8.3(A) of the Insurance Policy. Upon the Insurer making any payment to the Trustee pursuant to Section 8.3(a8.3(A) of the Insurance Policy, the Trustee shall, so long as no Default or Event of Default has occurred and is continuing, direct the Insurer to pay all such amounts due to the Trustee to the Issuer Unibanco and pay any amounts so received by the Insurer to the Issuer Unibanco within two Business Days after receipt thereof. (e) At any time on or after Optional Early Redemption Date and so long as all Notes have been redeemed in full, the Trustee, at the direction of Unibanco, may cancel the Insurance Policy. The Trustee shall effect such cancellation by submission to the Insurer of the appropriate notices as specified in Section 8.3(A) of the Insurance Policy. Any such cancellation that occurs after the Optional Early Redemption Date shall be deemed effective as of the immediately succeeding Interest Payment Date provided that the Notes are redeemed in full on such Interest Payment Date. The Trustee shall, at the request of Unibanco, make all such applications and submit all such documents as Unibanco shall reasonably request to comply with the provisions of Section 8.3(A) of the Insurance Policy. Upon the Insurer making any payment to the Trustee pursuant to Section 8.3(A) of the Insurance Policy, the Trustee shall, so long as no Default or Event of Default has occurred and is continuing, direct the Insurer to pay all such amounts due to the Trustee to Unibanco and pay any amounts so received by the Insurer to Unibanco within two Business Days after receipt thereof. (f) Unibanco shall deliver notice to the Rating Agency of any amendment or waiver to the Insurance Policy or the Insurance Side Agreement prior to the execution of such amendment or waiver to the Insurance Policy or Insurance Side Agreement.

The Insurance Policy. (a) The Trustee acknowledges that the Issuer and has (i) arranged for the Guarantor have secured Insurers to issue the Insurance Policy in favor of the Trustee, for the benefit of the Noteholders, to initially provide limited insurance against the inability of Currency Inconvertibility/Non-Transfer Events and (ii) entered into the Issuer or Consent Agreement with the Guarantor to convert Reais into U.S. dollars Insurance Agent. The Issuer hereby authorizes and transfer any U.S. dollars to directs the Trustee in satisfaction of amounts to be paid by it under this Indenture enter into the Insurance Policy and the Notes or the Guaranty, as the case may beInsurance Policy Application. The Issuer hereby confirms that the total premium due for the Insurance Policy up to the Expected Maturity Date has been paid by the Issuer to the Trustee for further credit to the Insurance Agent on or prior to the Closing Date. In addition, the Trustee and the Issuer acknowledge that the Insurance Policy provides similar protection for any inability of the Trustee to convert any Reais amounts received by, without limitation, the Trustee in satisfaction of the Issuer's obligations under this Indenture and the Notes or the Guarantor's obligations under the Guaranty, as the case may be, including any Reais amounts received in connection with any insolvency or similar proceedings involving the Issuer or the Guarantor or any enforcement of this Indenture and the Notes against the Issuer or the Guaranty against the Guarantor. (b) The Trustee agrees to give written notice to file with the Insurer in substantially the form of Exhibit F hereto of the occurrence of (i) any failure by the Issuer to make any payment on or in respect of the Notes Insurance Agent such claim applications as are required under this Indenture and a failure of the Guarantor to make any payment on or in respect of its obligations under the Guaranty, (ii) Insurance Policy upon the occurrence of any Default or Event of Default, or (iii) the occurrence of an Inconvertibility Event or an Expropriation Currency Inconvertibility/Non-Transfer Event. Upon receipt from the Insurer Insurers of amounts payable under the Insurance Policy, the Trustee shall hold deposit such amounts in trust in the Payment Account for use in making any required payments of principal, interest and other amounts due under this Indenture. (c) The Trustee shall give all notices, make all filings and take all actions required of it pursuant to the terms of the Insurance Policy including, without limitation, the filing of a claim with the procedures and subject to the time limitations set forth in Article VII A.4 of the Insurance Policy. In connection with its satisfaction of its obligations hereunder and under the Insurance Policy, the Trustee shall request, under the terms of the Indenture, the Guaranty and the Insurance Side Agreement, that the Guarantor and the Issuer hereby agrees to provide all such information and take all such actions as are required to ensure hereunder or thereunder, including, without limitation, ensuring the continued enforceability of the Insurance Policy, and Policy in connection with the submission of any claim thereunder and the satisfaction of any requirement provided therein. (d) At any time on or after the third or any subsequent anniversary of the Closing Date and so long as as, to the knowledge of the Trustee, no Default or Event of Default has occurred and is continuing, the Trustee, at the written direction of the Issuer, may cancel the Insurance Policy in accordance with the terms of the Insurance Policy, upon the receipt of 90-calendar-days prior written confirmation from each of Moody's, S&P and Fitch Xxxxx’x that its then current rating of the Notes is xx xxxst "A3", "A-" and "A-", respectively at least “Baa3” and that such ratings will not be lowered or withdrawn as a result of such cancellation. The Trustee shall effect such cancellation by submission to the Insurer Insurance Agent of the appropriate notice as specified in Section 8.3(a) Condition 4 of the Insurance Policy. Any such cancellation that occurs after the third anniversary of the Closing Date shall be deemed effective as of the immediately succeeding anniversary of the Closing Date provided that the ratings set forth above are still effective as of such immediately succeeding anniversary of the Closing Date. The Trustee shall, at the written request of the Issuer, or at the written request of the Insurance Agent under the Insurance Policy, as the case may be, make all such applications and submit all such documents as the Issuer or the Insurance Agent shall reasonably request to comply with the provisions of Section 8.3(a) Condition 4 of the Insurance Policy. (e) The Issuer shall deliver notice to the Rating Agency of any amendment or waiver to the Insurance Policy or the Issuer Consent Agreement prior to the execution of such amendment or waiver to the Insurance Policy or Issuer Consent Agreement. (f) Notwithstanding anything to the contrary set forth in this Indenture, the Insurers and the Insurance Agent shall, to the extent the Insurers make any payment with respect to the Notes under the Insurance Policy, become subrogated to the rights of the recipients of such payments to the extent of such payments. Upon Subject to and conditioned upon any such payment with respect to the Insurer making any Notes by the Insurers, each Noteholder shall be deemed, by acceptance of its Note, without further action, to have directed the Trustee to assign to the Insurance Agent all rights to the payment of interest with respect to the Notes which are then due for payment to the Trustee pursuant to Section 8.3(a) extent of all payments made by the Insurers under the Insurance Policy and any other amounts in connection therewith in accordance with Condition 7 of the Insurance Policy. (g) In the event that any loss adjustment expenses incurred by the Insurance Agent in respect of its payment, on behalf of the Insurers, of a claim under the Insurance Policy are the subject of dispute between the Issuer and the Insurance Agent, the Issuer shall pay the amount of such expenses in dispute to the Trustee at the same time and in the same manner in which it would have paid such expenses if they had not been in dispute, and such amount shall be held in trust by the Trustee for the benefit of the Issuer and the Insurance Agent and invested in Permitted Investments until such time as the dispute is resolved. Upon written notification by the Issuer and the Insurance Agent of resolution of any such dispute, the Trustee shall, so long as no Default or Event of Default has occurred and is continuing, direct the Insurer to pay all shall then apply such amounts due loss adjustment expenses pursuant to the Trustee to terms of the Issuer and pay any amounts so received by Insurance Policy but in accordance with the Insurer to the Issuer within two Business Days after receipt thereofterms of such resolution.

The Insurance Policy. (a) The Trustee acknowledges that the Issuer and the Guarantor have secured the Insurance Policy to initially provide limited insurance against the inability of the Issuer or the Guarantor to convert Reais into U.S. dollars and transfer any U.S. dollars to the Trustee in satisfaction of amounts to be paid by it under this Indenture and the Notes or the Guaranty, as the case may be. The Issuer hereby confirms that the premium for the Insurance Policy has been paid by the Issuer on or prior to the Closing Date. In addition, the Trustee and the Issuer acknowledge that the Insurance Policy provides similar protection for any inability of the Trustee to convert any Reais amounts received by, without limitation, the Trustee in satisfaction of the Issuer's obligations under this Indenture and the Notes or the Guarantor's obligations under the Guaranty, as the case may be, including any Reais amounts received in connection with any insolvency or similar proceedings involving the Issuer or the Guarantor or any enforcement of this Indenture and the Notes against the Issuer or the Guaranty against the Guarantor. (b) The Trustee agrees to give written notice to the Insurer in substantially the form of Exhibit F hereto of the occurrence of (i) any failure by the Issuer to make any payment on or in respect of the Notes required under this Indenture and a failure of the Guarantor to make any payment on or in respect of its obligations under the Guaranty, (ii) the occurrence of any Default or Event of Default, or (iii) the occurrence of an Inconvertibility Event or an Expropriation Event. Upon receipt from the Insurer of amounts payable under the Insurance Policy, the Trustee shall hold such amounts in trust in the Payment Account for use in making any required payments of principal, interest and other amounts due under this Indenture. (c) The Trustee shall give all notices, make all filings and take all actions required of it pursuant to the terms of the Insurance Policy including, without limitation, the filing of a claim with the procedures and subject to the time limitations set forth in Article VII of the Insurance Policy. In connection with its satisfaction of its obligations hereunder and under the Insurance Policy, Policy the Trustee shall request, under the terms of the Indenture, the Guaranty and the Insurance Side Agreement, that the Guarantor and the Issuer provide all such information and take all such actions as are required to ensure the continued enforceability of the Insurance Policy, and in connection with the submission of any claim thereunder and the satisfaction of any requirement provided therein. (d) At any time on or after the third anniversary of the Closing Date and so long as no Default or Event of Default has occurred and is continuing, the Trustee, at the direction of the Issuer, may cancel the Insurance Policy upon the receipt of confirmation from each of Moody'sXxxxx'x, S&P and Fitch that its then current rating of the Notes is xx xxxst at least "A3", "A-" and "A-", respectively and that such ratings will not be lowered or withdrawn as a result of such cancellation. The Trustee shall effect such cancellation by submission to the Insurer of the appropriate notice as specified in Section 8.3(a) of the Insurance Policy. Any such cancellation that occurs after the third anniversary of the Closing Date shall be deemed effective as of the immediately succeeding anniversary of the Closing Date provided that the ratings set forth above are still effective as of such immediately succeeding anniversary of the Closing Date. The Trustee shall, at the request of the Issuer, make all such applications and submit all such documents as the Issuer shall reasonably request to comply with the provisions of Section 8.3(a) of the Insurance Policy. Upon the Insurer making any payment to the Trustee pursuant to Section 8.3(a) of the Insurance Policy, the Trustee shall, so long as no Default or Event of Default has occurred and is continuing, direct the Insurer to pay all such amounts due to the Trustee to the Issuer and pay any amounts so received by the Insurer to the Issuer within two Business Days after receipt thereof. (e) At any time after the Closing Date and so long as no Default or Event of Default has occurred and is continuing, the Trustee, at the direction of the Issuer, and the Insurer may execute and deliver an amendment to the Insurance Policy in order to both (i) increase the amount covered under the Insurance Policy to cover an additional Interest Period of interest on the Notes at the Note Rate, for a total coverage under the Insurance Policy of three Interest Periods of interest on the Notes at the Note Rate and (ii) provide for a six month extension of the Insurance Policy. The Trustee shall, at the request of the Issuer, make all such applications and submit all such documents as the Issuer shall reasonably request to effect the amendment to the Insurance Policy as contemplated herein.