Common use of Optional Early Redemption Clause in Contracts

Optional Early Redemption. (Put)), such Paying Agent shall notify the Issuer and (in the case of a Paying Agent other than the Issue and Paying Agent) the Issue and Paying Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Put Option is exercised. Any such Paying Agent with which a Definitive Note is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Early Redemption Date (Put), when it shall present such Definitive Note to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 7 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option Notice; provided, however, that if, prior to the Optional Early Redemption Date (Put), such Definitive Note becomes immediately due and payable or upon due presentation of such Definitive Note payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Put Option Notice in respect of Notes represented by a Permanent Global Note shall make payment of the relevant redemption moneys and interest accrued to the Optional Early Redemption Date (Put) in accordance with the Conditions, Clause 7 (Payments to Noteholders) and the terms of the Permanent Global Note.

Optional Early Redemption. (Put))a) Unibanco may redeem or repurchase the Notes, subject to any required approval by the Central Bank, in whole, but not in part, in accordance with this Section 4.3 (the “Optional Early Redemption”) on December 15, 2008 and on each interest payment date thereafter (each a “Call Settlement Date”) upon the giving of notice as provided in Section 4.4; provided that, if Unibanco so elects, Unibanco may, in lieu of redeeming the Notes, procure that any Person designated by Unibanco purchases such Paying Agent Notes on the date and price specified in this Section 4.3. Notwithstanding any arrangements between Unibanco and such Person to redeem or repurchase the Notes as set forth above, Unibanco shall notify remain obligated to redeem or repurchase the Issuer Notes pursuant to this Section 4.3 that are not withdrawn in the event that any such Person does not redeem or repurchase the Notes; and provided further that (i) Unibanco has obtained the approval of the Central Bank for the issue of Tier 2 Capital to replace the Notes, and (ii) Unibanco is in compliance with the case Operational Limits immediately prior to and immediately after such redemption. The replacement Tier 2 Capital must be issued prior to or simultaneously with the redemption of a Paying Agent other than the Issue Notes. (b) In the event Unibanco determines to redeem the Notes as permitted under this Section 4.3, Unibanco shall specify in its notice the proposed date of redemption determined pursuant to Section 4.4 (the “Optional Early Redemption Date”) and Paying Agentshall pay to the Trustee (on behalf of the Noteholders) on the Optional Early Redemption Date an amount equal to the sum of (i) the Issue and Paying Agent thereof indicating the certificate or serial numbers (if any) and aggregate principal amount of the Notes in respect of which that are then Outstanding, and (ii) all accrued but unpaid interest on the Put Option is exercised. Any such Paying Agent with which a Definitive Notes at the applicable Note is deposited shall deliver a duly completed Put Option Receipt Rate up to the depositing Noteholder and shall hold such Definitive Note on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until excluding the Optional Early Redemption Date and all other amounts then due and payable on or with respect thereto (Putcollectively, the “Optional Early Redemption Price”), when it . The Notes shall present such Definitive Note to itself for payment of not be deemed repaid and cancelled unless and until the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 7 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained Trustee shall have received in the Put Option Notice; provided, however, that if, prior to Payment Account the Optional Early Redemption Date (Put), such Definitive Note becomes immediately due and payable or upon due presentation of such Definitive Note payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Put Option Notice in respect of Notes represented by a Permanent Global Note shall make payment of the relevant redemption moneys and interest accrued to the Optional Early Redemption Date (Put) in accordance with the Conditions, Clause 7 (Payments to Noteholders) and the terms of the Permanent Global NotePrice.