Common use of Mergers and Sales of Assets Clause in Contracts

Mergers and Sales of Assets. (a) Each of the Issuer and the Guarantor will not, and will not permit any Material Subsidiary to, consolidate or merge with or into, or convey, transfer or lease all or substantially all of its assets to, any other Person, provided that the Issuer, the Guarantor or any Material Subsidiary may merge or consolidate with another Person or so convey, transfer or lease its assets to another Person if, prior to or simultaneously with such merger, consolidation, conveyance, transfer or lease, (i) the Required Interest Holders shall have consented to such transaction in writing or (ii) (A) the Guarantor shall have provided to the Administrative Agent the documentation evidencing such transaction and a Responsible Officers’ Certificate certifying that immediately before and after giving effect to such transaction, the Consolidated Debt to EBITDA Ratio of the Guarantor and its Consolidated Subsidiaries does not exceed 3.5 to 1, (B) immediately before and after giving effect to such transaction, no Default shall exist and be continuing and (C) in the case of any such transaction involving the Original Issuer, the Issuer or the Guarantor, the Person surviving such merger or consolidation or the Person to which such assets have been so conveyed, transferred or leased (which in each case shall be engaged principally in the telecommunications business in Brazil) shall explicitly assume in writing all of the obligations of the Issuer, the Guarantor or the Original Issuer, respectively, under the Transaction Documents and shall provide to the Administrative Agent an opinion or opinions of Brazilian, New York and other relevant independent counsel that such assumption is a legal, valid and binding obligation of such Person. (b) Each of the Issuer and the Guarantor will not, and will not permit any Material Subsidiary to, make any Asset Sale, unless (i) the consideration therefor is not less than the fair market value of the related asset, (ii) until at least 75% of the purchase price therefor has been paid in cash or cash equivalents, the obligation to pay such purchase price shall be secured by a first lien on the assets sold, (iii) if such asset constituted Collateral hereunder, such Lien on such asset and the proceeds resulting from the enforcement of such Lien shall be assigned to the Brazilian Collateral Agent and shall constitute Collateral hereunder, (iv) the Net Cash Proceeds thereof (whether received at the closing of such Asset Sale or pursuant to cash payments made at a subsequent date) are applied in accordance with Section 2.04, (v) prior to or simultaneously with the consummation of such Asset Sale, the Guarantor shall have provided to the Administrative Agent the documentation evidencing such Asset Sale and a Responsible Officers’ Certificate certifying compliance (as of the date of, and taking into account the effects of, such Asset Sale) with Sections 5.11 and 5.12 and (vi) immediately before and after giving effect to such transaction, no Default shall exist and be continuing.

Mergers and Sales of Assets. (a) Each of the Issuer and the Guarantor The Borrower will not, and will not permit any Material Subsidiary to, consolidate or merge with or into, or convey, transfer or lease all or substantially all of its assets to, into any other Person, provided that the Issuer, the Guarantor or any Material Subsidiary may merge or consolidate with another Person or so convey, transfer or lease its assets to another Person if, prior to or simultaneously with such merger, consolidation, conveyance, transfer or lease, nothing in this Section shall prohibit (i) the Required Interest Holders shall have consented to Borrower from merging with any Subsidiary if the Borrower is the entity surviving such transaction in writing or merger, (ii) any Subsidiary from merging with any Guarantor if the corporation surviving the merger is the Borrower or a Guarantor or (Aiii) any Subsidiary that is not a Guarantor from merging with any Subsidiary that is not a Guarantor if the Guarantor shall have provided to the Administrative Agent the documentation evidencing entity surviving such transaction and merger is a Responsible Officers’ Certificate certifying that wholly-owned Subsidiary, so long as, in each case, immediately before and after giving effect to such transaction, the Consolidated Debt to EBITDA Ratio of the Guarantor and its Consolidated Subsidiaries does not exceed 3.5 to 1, (B) immediately before and after giving effect to such transactionmerger, no Event of Default shall exist have occurred and be continuing and (C) in the case of any such transaction involving the Original Issuer, the Issuer or the Guarantor, the Person surviving such merger or consolidation or the Person to which such assets have been so conveyed, transferred or leased (which in each case shall be engaged principally in the telecommunications business in Brazil) shall explicitly assume in writing all of the obligations of the Issuer, the Guarantor or the Original Issuer, respectively, under the Transaction Documents and shall provide to the Administrative Agent an opinion or opinions of Brazilian, New York and other relevant independent counsel that such assumption is a legal, valid and binding obligation of such Person. (b) Each of the Issuer and the Guarantor continuing. The Borrower will not, and will not permit any Material Subsidiary of its Subsidiaries to, make any Asset Sale, Sale unless (i) with respect to any Asset Sale the consideration for which exceeds $100,000, (x) the consideration therefor is not less than the fair market value of the related assetasset (as determined in good faith by the chief financial officer of the Borrower) and (y) the consideration therefor consists solely of cash, (ii) until at least 75% after giving effect thereto, the aggregate fair market value of the purchase price therefor has been paid assets disposed of in cash or cash equivalents, all Asset 765748.1 10/9/98 7:17p 42 Sales effected after the obligation to pay such purchase price shall be secured by a first lien on the assets sold, Closing Date would not exceed $2,500,000 and (iii) if such asset constituted Collateral hereunder, such Lien on such asset and the proceeds resulting from the enforcement of such Lien shall be assigned to the Brazilian Collateral Agent and shall constitute Collateral hereunder, (iv) the Net Cash Proceeds thereof (whether received at the closing of such Asset Sale or pursuant to cash payments made at a subsequent date) are shall be applied in accordance with Section 2.04, (v2.03(b) prior to or simultaneously with the consummation of such Asset Sale, the Guarantor shall have provided to the Administrative Agent the documentation evidencing such Asset Sale and a Responsible Officers’ Certificate certifying compliance (as of the date of, and taking into account the effects of, such Asset Sale) with Sections 5.11 and 5.12 and (vi) immediately before and after giving effect to such transaction, no Default shall exist and be continuinghereof.

Mergers and Sales of Assets. (a) Each of the Issuer and the Guarantor will not, and The Borrower will not permit any Material Subsidiary to, consolidate or merge with or into, or convey, transfer or lease all or substantially all of its assets to, into any other Person; provided, provided that so long as no Default has occurred and is continuing, (A) the Issuer, the Guarantor Borrower may merge with or into Grupo Cinemex or any Material Subsidiary may merge or consolidate with another Person or so convey, transfer or lease its assets to another Person if, prior to or simultaneously with such merger, consolidation, conveyance, transfer or leaseof the Borrower established and existing under the laws of Mexico, (i) if the survivor, if it is a Person other than the Borrower, assumes all the obligations of the Borrower under the Loan Documents by operation of law or pursuant to an agreement satisfactory to the Required Interest Holders shall have consented to such transaction in writing or Banks and (ii) (A) the Guarantor shall have provided to the Administrative Agent the documentation evidencing such transaction and a Responsible Officers’ Certificate certifying that immediately before and after giving effect to such transactionmerger, the Consolidated Debt to EBITDA Ratio of the Guarantor no Default shall have occurred and its Consolidated Subsidiaries does not exceed 3.5 to 1, be continuing; and (B) immediately before except as permitted by Section 5.04(a) and clause (A) of this paragraph (a) in which case the provisions of this clause (B) shall not apply, a Person may merge with and into the Borrower so long as (i) within 10 Domestic Business Days prior thereto the Borrower notifies the Administrative Agent of such merger, (ii) the Borrower survives such merger, (iii) on a pro forma basis after giving effect to such transaction, no Default shall exist and be continuing and (C) in the case of any such transaction involving the Original Issuermerger, the Issuer or Borrower would be in compliance with Sections 5.09 through 5.12 for the Guarantor, the Person surviving four Fiscal Quarters ending immediately prior to such merger or consolidation or the Person to which such assets have been so conveyed, transferred or leased (which in each case shall be engaged principally in the telecommunications business in Brazil) shall explicitly assume in writing all of the obligations of the Issuer, the Guarantor or the Original Issuer, respectively, under the Transaction Documents and shall provide to the Administrative Agent an opinion or opinions of Brazilian, New York and other relevant independent counsel that such assumption is a legal, valid and binding obligation of such Person. (b) Each of the Issuer and the Guarantor will not, and will not permit any Material Subsidiary to, make any Asset Sale, unless (i) the consideration therefor is not less than the fair market value of the related asset, (ii) until at least 75% of the purchase price therefor has been paid in cash or cash equivalents, the obligation to pay such purchase price shall be secured by a first lien on the assets sold, (iii) if such asset constituted Collateral hereunder, such Lien on such asset and the proceeds resulting from the enforcement of such Lien shall be assigned to the Brazilian Collateral Agent and shall constitute Collateral hereunder, (iv) the Net Cash Proceeds thereof (whether received at the closing of such Asset Sale or pursuant to cash payments made at a subsequent date) are applied in accordance with Section 2.04, (v) prior to or simultaneously with the consummation of such Asset Sale, the Guarantor shall have provided to the Administrative Agent the documentation evidencing such Asset Sale and a Responsible Officers’ Certificate certifying compliance (as of the date of, and taking into account the effects of, such Asset Sale) with Sections 5.11 and 5.12 and (vi) immediately before and after giving effect to such transactionmerger, no Default shall exist have occurred and be continuing; (b) The Borrower and its Subsidiaries will not sell, lease, transfer or otherwise dispose of (including in connection with a Sale and Leaseback Transaction) any of its assets, except for (i) sales and dispositions by the Borrower and its Subsidiaries in the ordinary course of business (including the disposition of repossessed assets), (ii) dispositions by the Borrower and its Subsidiaries of obsolete, worn out or surplus property disposed of in the ordinary course of business, (iii) sales, leases, transfers or other dispositions of assets by a Wholly-Owned Subsidiary of the Borrower to any other Wholly-Owned Subsidiary of the Borrower, (iv) sales, leases, transfers or other dispositions of assets by any Wholly-Owned Subsidiary of the Borrower to the Borrower, (v) sales, transfers or dispositions of assets by the Borrower or any of its Subsidiaries, provided, that any such sales, transfers or dispositions covered under this clause (v) shall, for the term of this Agreement include assets with an aggregate fair market value not to exceed $10,000,000 and (vi) transfers or dispositions of assets by the Borrower or any of its Subsidiaries not otherwise permitted by clauses (i) through (v) above, so long as in exchange for any such transfer or disposition the Borrower or its Subsidiaries receive assets with a fair market value at least equal to the fair market value as the assets transferred or disposed of by the Borrower or any of its Subsidiaries.

Mergers and Sales of Assets. (a) Each of the Issuer and the Guarantor The Borrower will not, and will not permit any Material Subsidiary to, consolidate or merge with or into, or convey, transfer or lease all or substantially all of its assets to, into any other Person, provided that the Issuer, the Guarantor or any Material Subsidiary may merge or consolidate with another Person or so convey, transfer or lease its assets to another Person if, prior to or simultaneously with such merger, consolidation, conveyance, transfer or lease, (i) the Required Interest Holders shall have consented to Borrower or any Guarantor may each merge with another Person if it is the corporation surviving such transaction in writing or (ii) (A) the Guarantor shall have provided to the Administrative Agent the documentation evidencing such transaction merger and a Responsible Officers’ Certificate certifying that immediately before and after giving effect to such transactionmerger, no Default shall have occurred and be continuing, and (ii) any Subsidiary other than a Guarantor may merge with any other Person if the Consolidated Debt to EBITDA Ratio corporation surviving the merger is the Borrower or a Subsidiary of the Guarantor Borrower and its Consolidated Subsidiaries does not exceed 3.5 to 1, (B) immediately before and after giving effect to such transactionmerger, no Default shall exist have occurred and be continuing and (C) in the case of any such transaction involving the Original Issuer, the Issuer or the Guarantor, the Person surviving such merger or consolidation or the Person to which such assets have been so conveyed, transferred or leased (which in each case shall be engaged principally in the telecommunications business in Brazil) shall explicitly assume in writing all of the obligations of the Issuer, the Guarantor or the Original Issuer, respectively, under the Transaction Documents and shall provide to the Administrative Agent an opinion or opinions of Brazilian, New York and other relevant independent counsel that such assumption is a legal, valid and binding obligation of such Personcontinuing. (b) Each of the Issuer and the Guarantor The Borrower will not, and will not permit any Material Subsidiary of its Subsidiaries to, make any Asset Sale, unless other than (i) Asset Sales the fair market value of which, when combined with all other such Asset Sales previously made during each Fiscal Year, does not exceed $1,000,000, and (ii) any Asset Sale in which (x) the consideration therefor is not less than the fair market value of the related assetasset (as determined in good faith by the chief financial officer of the Borrower), (ii) until at least 75% of the purchase price therefor has been paid in cash or cash equivalents, the obligation to pay such purchase price shall be secured by a first lien on the assets sold, (iii) if such asset constituted Collateral hereunder, such Lien on such asset and the proceeds resulting from the enforcement of such Lien shall be assigned to the Brazilian Collateral Agent and shall constitute Collateral hereunder, (ivy) the Net Cash Proceeds thereof (whether consideration received therefor consists solely of cash payable at the closing of such Asset Sale or pursuant thereof and (z) after giving effect to cash payments made at a subsequent date) are applied in accordance with Section 2.04, (v) prior to or simultaneously with the consummation of such Asset Sale, the Guarantor shall have provided to the Administrative Agent the documentation evidencing such Asset Sale and a Responsible Officers’ Certificate certifying compliance (as aggregate fair market value of the date ofassets disposed of in all Asset Sales in such Fiscal Year does not exceed $2,500,000. (c) Without limitation of the foregoing, the Borrower will not, and taking into account will not permit its Subsidiaries to, sell, lease or otherwise transfer, directly or indirectly, all or substantially all of the effects ofassets of the Borrower and its Subsidiaries, such Asset Sale) with Sections 5.11 and 5.12 and (vi) immediately before and after giving effect taken as a whole, to such transaction, no Default shall exist and be continuingany other Person.

Mergers and Sales of Assets. (a) Each Neither Issuer will consolidate or merge with or into, or transfer all or substantially all of its assets to any other Person; provided that either Issuer may merge with another Person if (i) such Issuer is the Issuer corporation surviving such merger and the Guarantor (ii) after giving effect to such merger, no Default shall have occurred and be continuing. The Issuers will not, and will not permit any Material Subsidiary of their respective Subsidiaries to, consolidate sell, lease, license or merge with otherwise transfer, directly or intoindirectly, or convey, transfer or lease all or substantially all of the assets of either Issuer or of such Issuer and its assets Subsidiaries, taken as a whole, to, any other Person, ; provided that the Issuer, the Guarantor or any Material Subsidiary may merge or consolidate with another Person or so convey, transfer or lease its assets to another Person if, prior to or simultaneously with such merger, consolidation, conveyance, transfer or lease, (i) the Required Interest Holders shall have consented to such transaction nothing in writing or (ii) (A) the Guarantor shall have provided to the Administrative Agent the documentation evidencing such transaction and a Responsible Officers’ Certificate certifying that immediately before and after giving effect to such transaction, the Consolidated Debt to EBITDA Ratio of the Guarantor this Section 5.08 will prevent DNAP and its Consolidated Subsidiaries does not exceed 3.5 to 1, (B) immediately before from licensing their proprietary technology and after giving effect to such transaction, no Default shall exist and be continuing and (C) other intellectual property in the case ordinary course of any such transaction involving the Original Issuer, the Issuer or the Guarantor, the Person surviving such merger or consolidation or the Person to which such assets have been so conveyed, transferred or leased (which in each case shall be engaged principally in the telecommunications business in Brazil) shall explicitly assume in writing all of the obligations of the Issuer, the Guarantor or the Original Issuer, respectively, under the Transaction Documents and shall provide to the Administrative Agent an opinion or opinions of Brazilian, New York and other relevant independent counsel that such assumption is a legal, valid and binding obligation of such Personbusiness. (b) Each Neither any Issuer nor any Other Pledgor will conduct or consummate any Asset Sale with respect to any Collateral or otherwise sell, lease, license or otherwise transfer (any of the Issuer and the Guarantor will notforegoing, and will not permit a "Transfer") any Material Subsidiary toCollateral, make any Asset Sale, unless except for Transfers (other than leases or licenses) (i) the consideration therefor is not less for fair value to a Person or Persons other than the fair market value of the related assetIssuers and their Subsidiaries and Affiliates, (ii) until at least 75for consideration not less than 90% of which is in the purchase price therefor has been paid in form of cash or cash equivalents, received by the obligation to pay relevant Issuers and/or Other Pledgors at the closing of such purchase price shall be secured by a first lien on the assets sold, Transfer and (iii) if such asset constituted Collateral hereunder, such Lien on such asset and the proceeds resulting from the enforcement of such Lien shall be assigned to the Brazilian Collateral Agent and shall constitute Collateral hereunder, (iv) the Net Cash Proceeds of which are paid promptly upon the receipt thereof (whether received at the closing of such Asset Sale or pursuant to cash payments made at a subsequent date) are applied in accordance with Section 2.042.03. Without limitation of the foregoing, (vA) prior to or simultaneously with unless the consummation of such Asset Sale, Share Collateral Reduction Period is then in effect and the Guarantor shall have provided to the Administrative Agent the documentation evidencing such Asset Sale and a Responsible Officers’ Certificate certifying compliance (as Total Collateral Value after giving effect thereto will be not less than 300% of the date ofaggregate outstanding principal amount of the Notes at such time (in each case, and taking into account the effects of, such Asset Sale) with Sections 5.11 and 5.12 and (vi) determined immediately before and after giving effect to the application of the Net Cash Proceeds of any such transactionTransfer), no Default Transfer of any Share Collateral consisting of shares of Empaques, SCA or DNAP shall exist be made unless all of the shares owned by Savia and be continuingits Subsidiaries of such Person are sold simultaneously as part of the same transaction and (B) in no event shall Savia sell, lease, license or otherwise transfer any Seminis Shares held as Share Collateral unless all of the shares of Seminis owned by Savia and its Subsidiaries are sold simultaneously as part of the same transaction.

Mergers and Sales of Assets. (ai) Each The Borrowers and Guarantors will not and will not permit any of their Subsidiaries, in a single transaction or through a series of related transactions, to consolidate with or merge with or into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any other Person or group of Persons (other than to effect the imposition of Liens under the Credit Documents), unless at the time and after giving effect thereto: (1) either (A) the Borrowers and Guarantors or such Subsidiary will be the continuing corporation in the case of a consolidation or merger involving a Borrower, Guarantor or such Subsidiary, as the case may be, or (B) the Person (if other than a Borrower or Guarantor) formed by such consolidation or into which such Borrower, Guarantor or Subsidiary is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease or disposition all or substantially all of the Issuer properties and assets of such Borrower, Guarantor or Subsidiary (the "Surviving Entity") will be a corporation duly organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and such Person expressly assumes, by all relevant documentation in form and substance reasonably satisfactory to the Agent, all the Obligations of such Borrower, Guarantor or Subsidiary, as the case may be, under this Agreement, the Loans and the Notes, the Guaranty, the other Credit Documents and the Warrant Agreement and Warrant Registration Rights Agreement, as the case may be, and the Loans and the Notes, the Guaranty, the other Credit Documents, the Warrant Agreement and the Warrant Registration Rights Agreement as applicable will remain in full force and effect as so supplemented; provided, however, that the exceptions permitted by this clause (1) shall not apply to any transaction referred to therein whereby prior to the Restructuring any assets are sold, assigned, conveyed, transferred, or otherwise disposed of to CGX or a consolidation or merger is effected whereby CGX is the surviving corporation; (2) immediately before and immediately after giving effect to such transaction on a pro forma basis (and treating any Indebtedness not previously an Obligation of a Borrower or Guarantor or any of their Subsidiaries which becomes the obligation of such Borrower or Guarantor or any of their Subsidiaries as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default will have occurred and be continuing; (3) immediately after giving effect to such transaction on a pro forma basis (including any Indebtedness incurred or anticipated to be incurred in connection with such transaction), the Consolidated Net Worth of such Borrower or Guarantor or the Surviving Entity, as the case may be, is at least equal to the Consolidated Net Worth of such Borrower or Guarantor immediately prior to such transaction; (4) at the time of the transaction, each Guarantor, if any, unless it is the other party to the transactions described above, will have confirmed to the Agent's satisfaction that its Guaranty shall apply to such Person's Obligations under the Credit Documents; (5) at the time of the transaction if any of the property or assets of the Borrowers, Guarantors or any of their Subsidiaries would thereupon become subject to any Lien, such Lien is a Permitted Lien hereunder; (6) such transaction would not result in the loss, material impairment or adverse modification or amendment of any authorization or license of a Borrower or Guarantor or any of their Subsidiaries that could have a Material Adverse Effect; and (7) at the time of the transaction such Borrower, Guarantor or the Surviving Entity will have delivered, or caused to be delivered, to the Agent, in form and substance reasonably satisfactory to the Agent, an Officers' Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger, transfer, sale, assignment, conveyance, transfer, lease or other transaction comply with this Agreement and that all conditions precedent herein provided for relating to such transaction have been complied with. (ii) Notwithstanding the foregoing, the provisions of (i) (3) shall not apply to (1) a merger or consolidation between a Borrower or a Guarantor and any of its Subsidiaries or between one or more of its Subsidiaries, and (2) a merger or consolidation of a Borrower or a Guarantor into any Person in a transaction designed solely for the purpose of effecting a change in the jurisdiction of incorporation of such Borrower or Guarantor within the United States of America. (iii) In the event of any transaction (other than a lease) described in and complying with the conditions listed in (i) in which a Borrower or Guarantor is not the surviving Person, such surviving Person shall succeed to, and be substituted for, and may exercise every right and power of such Borrower or Guarantor and such Borrower or Guarantor shall be discharged from all of its Obligations and covenants under this Agreement, the Loans, the Notes, the Guaranty, the Pledge and Security Agreement, the other Credit Documents, the Warrant Agreement and the Warrant Registration Rights Agreement, as the case may be. (iv) The Borrowers and Guarantors will not, and will not permit any Material Subsidiary toSubsidiary, consolidate directly or merge with indirectly, whether in a single transaction or intoa series of related transactions, to consummate an Asset Sale unless (1) no Default or convey, transfer Event of Default has occurred or lease all or substantially all of its assets to, any other Person, provided that the Issuer, the Guarantor or any Material Subsidiary may merge or consolidate with another Person or so convey, transfer or lease its assets to another Person if, prior to or simultaneously with such merger, consolidation, conveyance, transfer or leasewould occur as a result thereof, (i2) the Required Interest Holders shall have consented to such transaction in writing or (ii) (A) the Guarantor shall have provided to the Administrative Agent the documentation evidencing such transaction and a Responsible Officers’ Certificate certifying that immediately before and after giving effect to such transaction, the Consolidated Debt to EBITDA Ratio of the Guarantor and its Consolidated Subsidiaries does not exceed 3.5 to 1, (B) immediately before and after giving effect to such transaction, no Default shall exist and be continuing and (C) in the case of any such transaction involving the Original Issuer, the Issuer or the Guarantor, the Person surviving such merger or consolidation or the Person to which such assets have been so conveyed, transferred or leased (which in each case shall be engaged principally in the telecommunications business in Brazil) shall explicitly assume in writing all of the obligations of the Issuer, the Guarantor or the Original Issuer, respectively, under the Transaction Documents and shall provide to the Administrative Agent an opinion or opinions of Brazilian, New York and other relevant independent counsel that such assumption is a legal, valid and binding obligation of such Person. (b) Each of the Issuer and the Guarantor will not, and will not permit any Material Subsidiary to, make any Asset Sale, unless (i) the consideration therefor is not less than the fair market value of the related asset, (ii) until at least 75% of the purchase price therefor has been paid consideration from such Asset Sale is received in cash or cash equivalentsother comparable consideration (as described below), the obligation to pay such purchase price shall be secured by a first lien on the assets sold, and (iii) if such asset constituted Collateral hereunder, such Lien on such asset and the proceeds resulting from the enforcement of such Lien shall be assigned to the Brazilian Collateral Agent and shall constitute Collateral hereunder, (iv3) the Net Cash Proceeds thereof (whether received Borrowers and Guarantors or such Subsidiary receives consideration at the closing time of such Asset Sale at least equal to the Fair Market Value of the shares or pursuant assets subject to cash payments made at a subsequent date) are applied in accordance with Section 2.04such Asset Sale. Such determination of Fair Market Value shall be based upon an opinion or appraisal issued by an accounting, (v) prior to appraisal or simultaneously with investment banking firm of national standing if such Fair Market Value exceeds $1.0 million. No later than the consummation date of such Asset Sale, the Guarantor Borrowers and Guarantors shall have provided deliver to the Administrative Agent the documentation evidencing an Officer's Certificate stating that such Asset Sale is permitted hereby and setting forth the basis upon which the calculations required above were computed, together with a Responsible Officers’ Certificate certifying compliance copy of any fairness opinion or appraisal required hereby. The following types of consideration shall be deemed "comparable consideration" for the purposes of this covenant: (as A) Cash Equivalents, (B) liabilities (contingent or otherwise) of such Borrower, Guarantor or Subsidiary assumed by the transferee (or its designee) such that such Borrower, Guarantor or Subsidiary has no further liability therefor, and (C) any securities, notes or other obligations received by such Borrower, Guarantor or Subsidiary from such transferee that are immediately converted by such Borrower, Guarantor or Subsidiary into cash. Such Borrowers, Guarantors or Subsidiaries shall within 180 days of the Asset Sale use the Net Cash Proceeds to invest in property and other assets that will be used only in the Telecommunications Business or to permanently repay the Loans or Notes, as the case may be. The amount of such Net Cash Proceeds required to be so applied or invested during such 180 day period and not so applied or invested constitutes "Excess Proceeds". When the aggregate amount of Excess Proceeds equals or exceeds $1.5 million, such Borrower or Guarantor, as the case may be, will apply the Excess Proceeds to the repayment of the Loans or Notes as the case may be as follows: The Borrowers or Guarantors, as the case may be, will make an offer to purchase (an "Offer") on a pro rata basis, from all Lenders or Noteholders, in accordance with the procedures set forth herein, in the aggregate maximum principal amount (expressed as a multiple of $1,000) of Loans or Notes plus accrued and unpaid interest, that may be purchased out of such Excess Proceeds. The offer price for the Loans or Notes will be payable in cash in an amount equal to 100% of the principal amount of the Loans or Notes plus accrued and unpaid interest, if any, to the date ofsuch Offer is consummated (the "Offered Price"). If the aggregate principal amount of Loans or Notes surrendered by holders thereof exceeds the amount of Excess Proceeds, the Loans or Notes to be purchased shall be purchased on a pro rata basis. Upon the completion of the purchase of all the Loans or Notes tendered pursuant to an Offer the amount of Excess Proceeds, if any, shall be reset at zero. If a Borrower or Guarantor becomes obligated to make an Offer pursuant hereto, the Loans or Notes shall be purchased by the Borrowers or Guarantors, at the option of the holders thereof, in whole or in part in integral multiples of $1,000, on a date that is not earlier than 30 days and not later than 60 days from the date the notice of the Offer is given to holders, or such later date as may be necessary for the Borrowers or Guarantors to comply with the applicable requirements under the Exchange Act. The Borrowers and Guarantors will comply with the applicable tender offer rules, including Rule 14e-1 under the Exchange Act, and taking into account the effects of, such Asset Sale) any other applicable securities laws or regulations in connection with Sections 5.11 and 5.12 and (vi) immediately before and after giving effect to such transaction, no Default shall exist and be continuingan Offer.

Mergers and Sales of Assets. The Borrower will not (a) Each of the Issuer and the Guarantor will not, and will not permit any Material Subsidiary to, consolidate or merge with or intointo any other Person or (b) sell, lease or conveyotherwise transfer, directly or indirectly, all or substantially all of the assets of the Borrower and its Subsidiaries, taken as a whole, to any other Person; provided that (i) the Borrower may merge with any another Person if (x) the Borrower is the corporation surviving such merger and (y) after giving effect to such merger, no Default shall have occurred and be continuing and (ii) the Borrower or any Subsidiary may sell, lease or otherwise transfer or lease all or substantially all of its assets toto a wholly-owned Subsidiary. (d) Section 7.09(c) of the Existing Credit Agreement is hereby amended to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth below: Notwithstanding anything to the contrary set forth in clauses (a) and (b) above (except with respect to the Eureka/MVP JV Entities), any other Person, provided that the Issuer, the Guarantor so long as no Event of Default then exists or any Material Subsidiary may merge or consolidate with another Person or so convey, transfer or lease its assets to another Person if, prior to or simultaneously with such merger, consolidation, conveyance, transfer or leasewill result therefrom, (i) the Required Interest Holders shall have consented Borrower or any Subsidiary may sell or otherwise transfer any asset (excluding capital stock of or other equity interests in any Subsidiary) to any Unrestricted JV Entity, and any Unrestricted JV Entity may own such transaction in writing or assets, (ii) (A) the Guarantor shall have provided Borrower or any Subsidiary may sell or otherwise transfer capital stock of or other equity interests in any Subsidiary to any Unrestricted JV Entity, and any Unrestricted JV Entity may own such capital stock or other equity interests, so long as such Subsidiary is not a “Subsidiary” of the Administrative Agent the documentation evidencing such transaction and a Responsible Officers’ Certificate certifying that immediately before and Borrower under this Agreement after giving effect to such transaction, sale or transfer and (iii) the Consolidated Debt to EBITDA Ratio Borrower and any Subsidiary of the Guarantor Borrower may provide credit support (including issuing and its Consolidated Subsidiaries does not exceed 3.5 maintaining letters of credit, guaranties (other than guaranties of Debt for borrowed money) and surety and performance bonds on behalf of any Unrestricted JV Entity) to 1any Unrestricted JV Entity pursuant to agreements between the Borrower, (B) immediately before any Subsidiary and after giving effect to such transaction, no Default shall exist and be continuing and (C) any Unrestricted JV Entity entered into in the case ordinary course of any such transaction involving the Original Issuer, the Issuer or the Guarantor, the Person surviving such merger or consolidation or the Person to which such assets have been so conveyed, transferred or leased (which in each case shall be engaged principally in the telecommunications business in Brazil) shall explicitly assume in writing all of the obligations of the Issuer, the Guarantor or the Original Issuer, respectively, under the Transaction Documents and shall provide to the Administrative Agent an opinion or opinions of Brazilian, New York and other relevant independent counsel that such assumption is a legal, valid and binding obligation of such Personbusiness. (be) Each of the Issuer Clauses (h) and the Guarantor will not, and will not permit any Material Subsidiary to, make any Asset Sale, unless (i) the consideration therefor is not less than the fair market value of Section 8.01 of the related asset, Existing Credit Agreement are hereby amended to (i) delete the stricken text (indicated textually in the same manner as the following example: stricken text) and (ii) until at least 75% of to add the purchase price therefor has been paid double-underlined text (indicated textually in cash or cash equivalents, the obligation to pay such purchase price shall be secured by a first lien on same manner as the assets sold, (iiifollowing example: double-underlined text) if such asset constituted Collateral hereunder, such Lien on such asset and the proceeds resulting from the enforcement of such Lien shall be assigned to the Brazilian Collateral Agent and shall constitute Collateral hereunder, (iv) the Net Cash Proceeds thereof (whether received at the closing of such Asset Sale or pursuant to cash payments made at a subsequent date) are applied in accordance with Section 2.04, (v) prior to or simultaneously with the consummation of such Asset Sale, the Guarantor shall have provided to the Administrative Agent the documentation evidencing such Asset Sale and a Responsible Officers’ Certificate certifying compliance (as of the date of, and taking into account the effects of, such Asset Sale) with Sections 5.11 and 5.12 and (vi) immediately before and after giving effect to such transaction, no Default shall exist and be continuing.set forth below:

Mergers and Sales of Assets. (a) Each of the Issuer and the Neither Guarantor will not, and will not permit any Material Subsidiary to, consolidate or merge with or into, or convey, transfer or lease all or substantially all of its assets to, into any other Person, ; provided that the Issuer, the a Guarantor or any Material Subsidiary may merge or consolidate with another Person or so convey, transfer or lease its assets to another Person if, prior to or simultaneously with such merger, consolidation, conveyance, transfer or lease, if (i) such Guarantor is the Required Interest Holders shall have consented to entity surviving such transaction in writing or merger and (ii) (A) the Guarantor shall have provided to the Administrative Agent the documentation evidencing such transaction and a Responsible Officers’ Certificate certifying that immediately before and after giving effect to such transactionmerger, the Consolidated Debt to EBITDA Ratio no Default shall have occurred and be continuing. Neither Guarantor will, nor will it permit any Subsidiary to, sell, lease or otherwise transfer, directly or indirectly, all or any substantial part of the assets of either Guarantor and its Consolidated Subsidiaries, taken as a whole, to any other Person; provided that either Guarantor may transfer all of its assets to one of its wholly-owned Subsidiaries does not exceed 3.5 to 1so long as (A) no Default shall have occurred and be continuing or be caused by such transfer, (B) immediately before such wholly-owned Subsidiary agrees to be bound by the terms and after giving effect conditions of this Agreement to the same extent as such transaction, no Default shall exist and be continuing Guarantor and (C) in the case of any such transaction involving the Original Issuer, the Issuer or the Guarantor, the Person surviving such merger or consolidation or the Person to which such assets have been so conveyed, transferred or leased (which in each case Agent shall be engaged principally in the telecommunications business in Brazil) shall explicitly assume in writing all furnished with such evidence of the obligations agreement described in clause (B) and the enforceability thereof, including but not limited to certificates of the Issuer, the Guarantor or the Original Issuer, respectively, under the Transaction Documents officers and shall provide to the Administrative Agent an opinion or opinions of Braziliancounsel, New York and other relevant independent counsel that such assumption is a legal, valid and binding obligation of such Personas it shall reasonably request. (b) Each of Notwithstanding the Issuer and the Guarantor will notforegoing, Amway Japan shall be permitted to sell its headquarters building to an unaffiliated third party for an arm's length price, as evidenced by an independent appraisal, and will lease such headquarters building back from the purchaser at a rental rate not permit any Material Subsidiary toexceeding the fair market rental, make any Asset Saleas evidenced by an independent appraisal, unless but only to the extent that either (i) the consideration therefor is such sale and leaseback transactions (A) do not less than the fair market value cause a violation of the related asset, any covenant contained in this Agreement and (B) would not have caused a violation of any such covenant if they had occurred 12 months earlier or (ii) until the Borrowers, at least 75% their option, either (x) prepay an amount of Loans or other Debt such that the tests set forth in clause (i) above are met and would have been met had such Loans been so prepaid 12 months earlier or (y) place the amount referred to in clause (x) on deposit with the Agent in escrow on terms satisfactory to the Agent (including the granting of setoff rights to the Agent on behalf of the purchase price therefor has been paid Banks with respect to funds in cash or cash equivalents, the obligation to pay such purchase price shall be secured by a first lien on the assets sold, (iii) if such asset constituted Collateral hereunder, such Lien on such asset and the proceeds resulting from the enforcement of such Lien shall be assigned to the Brazilian Collateral Agent and shall constitute Collateral hereunder, (iv) the Net Cash Proceeds thereof (whether received at the closing of such Asset Sale or pursuant to cash payments made at a subsequent date) are applied in accordance with Section 2.04, (v) prior to or simultaneously with the consummation of such Asset Sale, the Guarantor shall have provided to the Administrative Agent the documentation evidencing such Asset Sale and a Responsible Officers’ Certificate certifying compliance (as of the date of, and taking into account the effects of, such Asset Sale) with Sections 5.11 and 5.12 and (vi) immediately before and after giving effect to such transaction, no Default shall exist and be continuingescrow).

Mergers and Sales of Assets. (a) Each of the Issuer and the Guarantor The Company will not, and will not permit any Material Subsidiary to, consolidate or merge with or intointo any other Person; PROVIDED that (x) any Subsidiary may merge into the Company or into a 39 wholly-owned Subsidiary or, or convey, transfer or lease all or substantially all of its assets toon and after the Trigger Date, any other Person, provided that the Issuer, the Guarantor or any Material Subsidiary may merge or consolidate with another Person or so convey, transfer or lease its assets to another Person if, prior to or simultaneously with such merger, consolidation, conveyance, transfer or lease, (i) the Required Interest Holders shall have consented to such transaction in writing or (ii) (A) the Guarantor shall have provided to the Administrative Agent the documentation evidencing such transaction and a Responsible Officers’ Certificate certifying that immediately before and after giving effect to such transactionmerger,(i) no Default shall have occurred and be continuing and the entity surviving such merger is the Company or a Subsidiary and (ii) in the event that any Subsidiary which merges into a wholly-owned Subsidiary or any other Person is a Borrower, the Consolidated Debt to EBITDA Ratio entity surviving such merger shall automatically assume all obligations of such Borrower under this Agreement and the Guarantor Notes and its Consolidated Subsidiaries does not exceed 3.5 to 1(y) on and after the Trigger Date, the Company may merge with another Person if (A) the Company is the corporation surviving such merger and (B) immediately before and after giving effect to such transactionmerger, no Default shall exist have occurred and be continuing and (C) in the case of any such transaction involving the Original Issuer, the Issuer or the Guarantor, the Person surviving such merger or consolidation or the Person to which such assets have been so conveyed, transferred or leased (which in each case shall be engaged principally in the telecommunications business in Brazil) shall explicitly assume in writing all of the obligations of the Issuer, the Guarantor or the Original Issuer, respectively, under the Transaction Documents and shall provide to the Administrative Agent an opinion or opinions of Brazilian, New York and other relevant independent counsel that such assumption is a legal, valid and binding obligation of such Personcontinuing. (b) Each of Prior to the Issuer and Trigger Date, the Guarantor Company will not, and will not permit any Material Subsidiary of its Subsidiaries to, make any Asset Sale, unless (i) the consideration therefor is not less than the fair market value of the related asset, asset and (ii) until either such sale is a Permitted Disposition or, after giving effect thereto, the aggregate fair market value of the assets disposed of in all Asset Sales other than Permitted Dispositions during any fiscal year would not exceed $50,000,000 and the portion of the consideration for any Asset Sale (other than Permitted Dispositions) which does not consist of cash payable at least 75closing would not exceed 20% of the purchase price therefor has been paid in cash or cash equivalents, the obligation to pay such purchase price shall be secured by a first lien on the assets sold, (iii) if such asset constituted Collateral hereunder, such Lien on such asset and the proceeds resulting from the enforcement of such Lien shall be assigned to the Brazilian Collateral Agent and shall constitute Collateral hereunder, (iv) the Net Cash Proceeds thereof (whether received at the closing of such Asset Sale or pursuant to cash payments made at a subsequent date) are applied in accordance with Section 2.04, (v) prior to or simultaneously with the consummation of total consideration for such Asset Sale. On and after the Trigger Date, neither the Guarantor shall have provided Company nor any Subsidiary will sell, lease or otherwise transfer, directly or indirectly, all or any substantial part of the assets of the Company and its Subsidiaries, taken as a whole, to any other Person; PROVIDED that any Subsidiary may transfer assets to the Administrative Agent the documentation evidencing such Asset Sale and a Responsible Officers’ Certificate certifying compliance (as of the date ofCompany or another Subsidiary if, and taking into account the effects of, such Asset Sale) with Sections 5.11 and 5.12 and (vi) immediately before and after giving effect to such transactionthereto, no Default shall exist have occurred and be continuing.

Mergers and Sales of Assets. (a) Each of the Issuer and the Guarantor The Borrower will not, and will not permit any Material Subsidiary to, consolidate or merge with or into, or convey, transfer or lease all or substantially all of its assets to, into any other Person, provided that the Issuer, the Guarantor or any Material Subsidiary may merge or consolidate with another Person or so convey, transfer or lease its assets to another Person if, prior to or simultaneously with such merger, consolidation, conveyance, transfer or lease, nothing in this Section 5.07 shall prohibit (i) the Required Interest Holders shall have consented to Borrower from merging with any Subsidiary if the Borrower is the entity surviving such transaction in writing or merger, (ii) any Subsidiary from merging with any Guarantor if the corporation surviving the merger is a Guarantor or (Aiii) any Subsidiary that is not a Guarantor from merging with any Subsidiary that is not a Guarantor if the Guarantor shall have provided to the Administrative Agent the documentation evidencing entity surviving such transaction and merger is a Responsible Officers’ Certificate certifying that wholly-owned Subsidiary; provided, in each case, immediately before and after giving effect to such transaction, the Consolidated Debt to EBITDA Ratio of the Guarantor and its Consolidated Subsidiaries does not exceed 3.5 to 1, (B) immediately before and after giving effect to such transactionmerger, no Event of Default shall exist have occurred and be continuing and (C) in the case of any such transaction involving the Original Issuer, the Issuer or the Guarantor, the Person surviving such merger or consolidation or the Person to which such assets have been so conveyed, transferred or leased (which in each case shall be engaged principally in the telecommunications business in Brazil) shall explicitly assume in writing all of the obligations of the Issuer, the Guarantor or the Original Issuer, respectively, under the Transaction Documents and shall provide to the Administrative Agent an opinion or opinions of Brazilian, New York and other relevant independent counsel that such assumption is a legal, valid and binding obligation of such Person. (b) Each of the Issuer and the Guarantor continuing. The Borrower will not, and will not permit any Material Subsidiary of its Subsidiaries to, make any Asset Sale, Sale unless (i) with respect to any Asset Sale the consideration for which exceeds $250,000, (x) the consideration therefor is not less than the fair market value of the related asset, asset (iias determined in good faith by the chief financial officer of the Borrower) until at least and (y) not less than 75% of the purchase price consideration therefor has been paid in consists of cash or cash equivalents, the obligation to pay such purchase price shall be secured by a first lien on the assets sold, (iii) if such asset constituted Collateral hereunder, such Lien on such asset and the proceeds resulting from the enforcement of such Lien shall be assigned to the Brazilian Collateral Agent and shall constitute Collateral hereunder, (iv) the Net Cash Proceeds thereof (whether received at the closing of such Asset Sale or pursuant to cash payments made at a subsequent date) are applied in accordance with Section 2.04, (v) prior to or simultaneously with the consummation of such Asset Sale, the Guarantor shall have provided to the Administrative Agent the documentation evidencing such Asset Sale and a Responsible Officers’ Certificate certifying compliance (as of the date of, and taking into account the effects of, such Asset Sale) with Sections 5.11 and 5.12 and (viii) immediately before and after giving effect thereto, the aggregate fair market value of the assets disposed of in all Asset Sales effected after the Closing Date would not exceed $10,000,000; provided that (i) the conditions specified in clauses (i) and (ii) above will not apply to such transaction, no Default shall exist any Asset Sale involving the sale of any Panini Entity or the assets thereof and be continuing(ii) the condition specified in clause (ii) above will not apply to the sale by the Borrower or any Subsidiary of accounts receivable in the ordinary course of business in an amount not to exceed $2,000,000 in the aggregate for the Borrower and its Subsidiaries in any Fiscal Year.

Mergers and Sales of Assets. Except for sales of the assets described in the Disclosure Statement (the "Specified Assets"), the Company will not (a) Each of the Issuer and the Guarantor will not, and will not permit any Material Subsidiary to, consolidate or merge with or into, or convey, transfer or lease all or substantially all of its assets to, any other Person, provided that the Issuer, the Guarantor or any Material Subsidiary may merge or consolidate with another Person with, or so conveysell, transfer assign, lease or lease its assets to another Person ifotherwise dispose of, prior to whether in one transaction or simultaneously with such mergerin a series of transactions, consolidation, conveyance, transfer or lease, more than (i) ten percent (10%) in the Required Interest Holders shall have consented aggregate (not including Specified Assets) of the Company's and its Restricted Subsidiaries' consolidated total assets (whether now owned or hereafter acquired) to such transaction in writing any Person or Persons during any twelve month period or (ii) twenty-five percent (A) the Guarantor shall have provided to the Administrative Agent the documentation evidencing such transaction and a Responsible Officers’ Certificate certifying that immediately before and after giving effect to such transaction, the Consolidated Debt to EBITDA Ratio of the Guarantor and its Consolidated Subsidiaries does not exceed 3.5 to 1, (B) immediately before and after giving effect to such transaction, no Default shall exist and be continuing and (C25%) in the case aggregate (not including Specified Assets) of the Company's and its Restricted Subsidiaries' consolidated total assets as of the date hereof to any Person or Persons prior to the Stated Maturity Date, or permit any Restricted Subsidiary to do so (other than to the Company or another Restricted Subsidiary or the issuance by any Restricted Subsidiary of any such transaction involving the Original Issuer, the Issuer or the Guarantor, the Person surviving such merger or consolidation or the Person to which such assets have been so conveyed, transferred or leased (which in each case shall be engaged principally in the telecommunications business in Brazil) shall explicitly assume in writing all of the obligations of the Issuer, the Guarantor or the Original Issuer, respectively, under the Transaction Documents and shall provide stock to the Administrative Agent an opinion Company or opinions of Braziliananother Restricted Subsidiary), New York and other relevant independent counsel that such assumption is a legal, valid and binding obligation of such Person. or (b) Each sell, assign, lease or otherwise dispose of, whether in one transaction or in a series of the Issuer and the Guarantor will nottransactions, and will not permit any Material Subsidiary to, make any Asset Sale, unless (i) the other properties if receiving therefor consideration therefor other than cash or other consideration readily convertible to cash or which is not less than the fair market value of the related assetrelevant properties, or permit any Restricted Subsidiary to do so; provided that the Company or any Restricted Subsidiary may merge or consolidate with any other Person and any Restricted Subsidiary may transfer properties to any other Restricted Subsidiary or to the Company so long as, in each case, (i) immediately thereafter and giving effect thereto, no event will occur and be continuing which constitutes a Default, (ii) until at least 75% in the case of any such merger or consolidation to which the purchase price therefor has been paid in cash or cash equivalentsCompany is a party, the obligation to pay such purchase price shall be secured by a first lien on Company is the assets soldsurviving Person, (iii) if in the case of any such asset constituted Collateral hereundermerger or consolidation to which any Restricted Subsidiary is a party (but not the Company), after giving effect to all transactions closing concurrently relating to such Lien on such asset merger or consolidation, the surviving Person is a Restricted Subsidiary and the proceeds resulting from the enforcement of such Lien shall be assigned to the Brazilian Collateral Agent and shall constitute Collateral hereunder, (iv) the Net Cash Proceeds thereof surviving Person ratifies each applicable Loan Document and provided further that any Restricted Subsidiary may merge or consolidate with any other Restricted Subsidiary so long as, in each case (whether received at the closing of such Asset Sale or pursuant to cash payments made at i) immediately thereafter and giving effect thereto, no event will occur and be continuing which constitutes a subsequent date) are applied in accordance with Section 2.04, (v) prior to or simultaneously with the consummation of such Asset Sale, the Guarantor shall have provided to the Administrative Agent the documentation evidencing such Asset Sale and a Responsible Officers’ Certificate certifying compliance (as of the date of, and taking into account the effects of, such Asset Sale) with Sections 5.11 and 5.12 Default and (viii) immediately before and after giving effect to such transaction, no Default shall exist and be continuingthe surviving Person ratifies each applicable Loan Document.

Mergers and Sales of Assets. (a) Each of the Issuer and the Guarantor will not, and will not permit any Material Subsidiary to, consolidate or merge with or into, or convey, transfer or lease all or substantially all of its assets to, any other Person, provided that the Issuer, the Guarantor or any Material Subsidiary may merge or consolidate with another Person or so convey, transfer or lease its assets to another Person if, prior to or simultaneously with such merger, consolidation, conveyance, transfer or lease, (i) the Required Interest Holders shall have consented to such transaction in writing or (ii) (A) the Guarantor shall have provided to the Administrative Agent the documentation evidencing such transaction and a Responsible Officers’ ' Certificate certifying that immediately before and after giving effect to such transaction, the Consolidated Debt to EBITDA Ratio of the Guarantor and its Consolidated Subsidiaries does not exceed 3.5 to 1, (B) immediately before and after giving effect to such transaction, no Default shall exist and be continuing and (C) in the case of any such transaction involving the Original Issuer, the Issuer or the Guarantor, the Person surviving such merger or consolidation or the Person to which such assets have been so conveyed, transferred or leased (which in each case shall be engaged principally in the telecommunications business in Brazil) shall explicitly assume in writing all of the obligations of the Issuer, the Guarantor Issuer or the Original IssuerGuarantor, respectively, under the Transaction Documents and shall provide to the Administrative Agent an opinion or opinions of Brazilian, New York and other relevant independent counsel that such assumption is a legal, valid and binding obligation of such Person.. Nothing shall be construed so as to prohibit the merger of any Subsidiary specified in Schedule 6 into and with Telecomunicacoes do Rio de Janeiro S.A. (b) Each of the Issuer and the Guarantor will not, and will not permit any Material Subsidiary to, make any Asset Sale, unless (i) the consideration therefor is not less than the fair market value of the related asset, (ii) until at least 75% of the purchase price therefor has been paid in cash or cash equivalents, the obligation to pay such purchase price shall be secured by a first lien on the assets sold, (iii) if such asset constituted Collateral hereunder, such Lien on such asset and the proceeds resulting from the enforcement by the Issuer of such Lien shall be assigned to the Brazilian Collateral Agent and shall constitute Collateral hereunder, (iv) the Net Cash Proceeds thereof (whether received at the closing of such Asset Sale or pursuant to cash payments made at a subsequent date) are applied in accordance with Section 2.04, (v) prior to or simultaneously with the consummation of such Asset Sale, the Guarantor shall have provided to the Administrative Agent the documentation evidencing such Asset Sale and a Responsible Officers’ ' Certificate certifying compliance (as of the date of, and taking into account the effects of, such Asset Sale) with Sections 5.11 and 5.12 and (vi) immediately before and after giving effect to such transaction, no Default shall exist and be continuing.

Mergers and Sales of Assets. (a) Each of the Issuer and the Guarantor Borrower will not, not and will not permit any Material Subsidiary to, consolidate or merge with or into, or convey, transfer or lease all or substantially all of its assets to, any other Person, provided that the Issuer, the Guarantor or any Material Subsidiary may Borrower to (a) merge or consolidate with another with, whether in one transaction or in a series of transactions, any Person or so conveyPersons or (b) sell, transfer or lease its assets to another Person ifassign, prior to or simultaneously with such merger, consolidation, conveyance, transfer or lease, or otherwise dispose of, whether in one transaction or in a series of transactions, any properties (a "Property Disposition") other than (x) sales of hydrocarbons produced from Borrower's Oil & Gas Properties in the ordinary course of business and (y) other Property Dispositions; provided, that (i) the Required Interest Holders shall have consented to such transaction unless Borrower has provided Lenders prior notice of a Property Disposition as provided in writing or clause (ii) below, (A) such Property Disposition may only be for cash consideration, and (B) the Guarantor Borrowing Base shall reduce simultaneously with the completion of such Property Disposition by an amount equal to the Net Cash Proceeds from such Property Disposition, and (ii) Borrower may, at its option in connection with any Property Disposition in which the cash consideration consists solely of cash, and Borrower shall, in connection with any Property Disposition in which the consideration consists in whole or in part of property other than cash, provide Lenders not less than 15 days advance written notice of such Property Disposition, describing the properties to be disposed of and the consideration to be received, and Lenders shall have provided the right to reduce the Borrowing Base then in effect by an amount equal to the Administrative Agent Borrowing Base value attributable to the documentation evidencing such transaction and properties to be disposed of; any reduction in the Borrowing Base pursuant to this clause (ii) shall (A) be determined by Required Lenders in their sole discretion but in a Responsible Officers’ Certificate certifying that immediately before and after giving effect to such transaction, the Consolidated Debt to EBITDA Ratio manner consistent with redeterminations of the Guarantor and its Consolidated Subsidiaries does not exceed 3.5 to 1Borrowing Base generally as provided in Article IV, (B) immediately before and after giving effect to such transactionshall be effective simultaneously with the subject Property Disposition, no Default shall exist and be continuing and (C) shall not be in the case lieu of any such transaction involving Special Determination available to Lenders under Article IV; notwithstanding the Original Issuerforegoing, no reduction of the Issuer or the Guarantor, the Person surviving such merger or consolidation or the Person to which such assets have been so conveyed, transferred or leased (which in each case Borrowing Base shall be engaged principally required in the telecommunications business in Brazil) shall explicitly assume in writing all of the obligations of the Issuer, the Guarantor or the Original Issuer, respectively, connection with a Property Disposition under the Transaction Documents and shall provide to the Administrative Agent an opinion or opinions of Brazilian, New York and other relevant independent counsel that such assumption is a legal, valid and binding obligation of such Person. this clause (b) Each of the Issuer and the Guarantor will not, and will not permit any Material Subsidiary to, make any Asset Sale, unless (i) the consideration therefor is not less than the fair market value of the related asset, (ii) until at least 75% of the purchase price therefor has been paid in cash or cash equivalents, the obligation to pay such purchase price shall be secured by a first lien on the assets sold, (iii) if such asset constituted Collateral hereunder, such Lien on such asset and the proceeds resulting from the enforcement of such Lien shall be assigned to the Brazilian Collateral Agent and shall constitute Collateral hereunder, (iv) the Net Cash Proceeds thereof (whether received at the closing of such Asset Sale or pursuant to cash payments made at a subsequent date) are applied in accordance with Section 2.04, (v) prior to or simultaneously with the consummation of such Asset Sale, the Guarantor shall have provided to the Administrative Agent the documentation evidencing such Asset Sale and a Responsible Officers’ Certificate certifying compliance (as of the date of, and taking into account the effects of, such Asset Sale) with Sections 5.11 and 5.12 and (vi) immediately before and after giving effect to such transaction, no Default shall exist and be continuing.this SECTION 7.03

Mergers and Sales of Assets. (a) Each of the Issuer and the Guarantor The Borrower will not, and will not permit any Material Subsidiary to, consolidate or merge with or into, or convey, transfer or lease all or substantially all of its assets to, into any other Person, ; provided that the Issuer, the Guarantor or any Material Subsidiary may merge or consolidate with another Person or so convey, transfer or lease its assets to another Person if, prior to or simultaneously with such merger, consolidation, conveyance, transfer or lease, (i) mergers expressly permitted pursuant to the Required Interest Holders provisions of Section 5.04 shall have consented be permitted pursuant to such transaction in writing or this Section 5.07 and (ii) (A) the Guarantor any merger of a Subsidiary shall have provided be permitted to the Administrative Agent the documentation evidencing such transaction and a Responsible Officers’ Certificate certifying that immediately before and after giving effect to such transaction, the Consolidated Debt to EBITDA Ratio of the Guarantor and its Consolidated Subsidiaries does not exceed 3.5 to 1, (B) immediately before and after giving effect to such transaction, no Default shall exist and be continuing and (C) in the case of any such transaction involving the Original Issuer, the Issuer or the Guarantor, the Person surviving extent such merger or consolidation or the Person to which such assets have been so conveyed, transferred or leased constitutes an Asset Sale permitted by Subsection (which in each case shall be engaged principally in the telecommunications business in Brazilb) shall explicitly assume in writing all of the obligations of the Issuer, the Guarantor or the Original Issuer, respectively, under the Transaction Documents and shall provide to the Administrative Agent an opinion or opinions of Brazilian, New York and other relevant independent counsel that such assumption is a legal, valid and binding obligation of such Personbelow. (b) Each of the Issuer and the Guarantor No Obligor will notsell, and will not permit lease or otherwise transfer, directly or indirectly, any Material Subsidiary to, make any Asset Sale, unless Collateral or other assets except for (i) dispositions of inventory, cash, Cash Equivalents and other cash management investments and obsolete, unused or unnecessary equipment, in each case in the consideration therefor is not less than the fair market value ordinary course of the related assetbusiness, (ii) until dispositions to the Borrower or a Wholly-Owned Subsidiary thereof (excluding dispositions by the Borrower and its Subsidiaries other than PureTec and its Subsidiaries to PureTec or any of its Subsidiaries) and (iii) Asset Sales not otherwise permitted hereunder, provided, that (x) the aggregate Net Cash Proceeds therefrom shall not exceed $10,000,000 in any Fiscal Year and $25,000,000 in the aggregate during the term of this Agreement (or $100,000,000 in the case of the disposition of certain non-strategic assets described to the Lenders prior to the Effective Date), (y) any such Asset Sale is for at least 75% of the purchase price therefor has been paid in cash or cash equivalents, for assets which constitute or are part of businesses which are related to the obligation business of the Borrower or its Subsidiaries permitted pursuant to pay such purchase price shall be secured by Section 5.04 or which assets consist of the issued and outstanding Capital Stock of a first lien on person the assets sold, (iii) if such asset constituted Collateral hereunder, such Lien on such asset and the proceeds resulting from the enforcement of which are principally comprised of such Lien shall be assigned to assets and at fair market value (as determined in good faith by the Brazilian Collateral Agent board of directors or any member of senior management of the Person selling such assets) and shall constitute Collateral hereunder, (ivz) the Net Cash Proceeds thereof (whether received at the closing of such Asset Sale or pursuant to cash payments made at a subsequent date) therefrom are applied to repay Term Loans as provided in accordance with Section 2.04, (v2.10(d) prior or reinvested or used to or simultaneously with the consummation of such Asset Sale, the Guarantor shall have provided make Permitted Acquisitions to the Administrative Agent the documentation evidencing such Asset Sale and a Responsible Officers’ Certificate certifying compliance (as of the date of, and taking into account the effects of, such Asset Sale) with Sections 5.11 and 5.12 and (vi) immediately before and after giving effect to such transaction, no Default shall exist and be continuingextent permitted by Section 2.10(d).

Mergers and Sales of Assets. (a) Each of Except in connection with a Permitted Acquisition, the Issuer and the Guarantor Borrower will not, and will not permit any Material Subsidiary to, consolidate or merge with or into, or convey, transfer or lease all or substantially all of its assets to, any other Person, provided that the Issuer, the Guarantor or any Material Subsidiary may merge or consolidate with another Person or so convey, transfer or lease its assets to another Person if, prior to or simultaneously with such merger, consolidation, conveyance, transfer or lease, (i) the Required Interest Holders shall have consented to Borrower may merge with a Wholly-Owned Subsidiary if the Borrower is the corporation surviving such transaction in writing or (ii) (A) the Guarantor shall have provided to the Administrative Agent the documentation evidencing such transaction merger and a Responsible Officers’ Certificate certifying that immediately before and after giving effect to such transactionmerger, the Consolidated Debt to EBITDA Ratio no Default shall have occurred and be continuing, and (ii) any Wholly-Owned Subsidiary or Nomai may merge with, or transfer all or substantially all of the Guarantor its assets to, any other Wholly-Owned Subsidiary and its Consolidated Subsidiaries does not exceed 3.5 to 1, (B) immediately before and after giving effect to such transactionmerger or transfer, no Default shall exist have occurred and be continuing and (C) in the case of any such transaction involving the Original Issuer, the Issuer or the Guarantor, the Person surviving such merger or consolidation or the Person to which such assets have been so conveyed, transferred or leased (which in each case shall be engaged principally in the telecommunications business in Brazil) shall explicitly assume in writing all of the obligations of the Issuer, the Guarantor or the Original Issuer, respectively, under the Transaction Documents and shall provide to the Administrative Agent an opinion or opinions of Brazilian, New York and other relevant independent counsel that such assumption is a legal, valid and binding obligation of such Personcontinuing. (b) Each Except in connection with a Permitted Acquisition, none of the Issuer Borrower and its Subsidiaries will acquire the Guarantor will notCapital Stock of or all or substantially all of the assets, and will not permit operations, any Material Subsidiary to, make division or any Asset Sale, unless operating unit of any Person (other than (i) the consideration therefor is not less than the fair market value Nomai and (ii) a Wholly-Owned Subsidiary). None of the related assetBorrower and its Subsidiaries will act as a general partner under any partnership agreement with any other Person. (c) The Borrower and its Subsidiaries will not sell, lease or otherwise transfer, directly or indirectly, any property except for (i) sales of inventory in the ordinary course of business, (ii) until at least 75% sales or dispositions of the purchase price therefor has been paid in cash obsolete or cash equivalents, the obligation to pay such purchase price shall be secured by a first lien on the assets soldno longer useful equipment, (iii) if such asset constituted Collateral hereunder, such Lien on such asset and sales of production equipment to the extent the proceeds resulting from the enforcement of such Lien shall be assigned sale do not exceed $5,000,000 in any fiscal year and $7,000,000 during the period from and including the Effective Date to but excluding the Brazilian Collateral Agent Termination Date and shall constitute Collateral hereunder, (iv) the Net Cash Proceeds thereof (whether received at granting of licenses in the closing ordinary course of such Asset Sale or pursuant to cash payments made at a subsequent date) are applied in accordance with Section 2.04, (v) prior to or simultaneously with the consummation of such Asset Sale, the Guarantor shall have provided to the Administrative Agent the documentation evidencing such Asset Sale and a Responsible Officers’ Certificate certifying compliance (as of the date of, and taking into account the effects of, such Asset Sale) with Sections 5.11 and 5.12 and (vi) immediately before and after giving effect to such transaction, no Default shall exist and be continuingbusiness.