DECLARATIONS AND GUARANTEES Without Clause Samples

DECLARATIONS AND GUARANTEES Without prejudice to declarations and guarantees under the CREDIT FACILITY, ▇▇▇ CELULAR declares and guarantees that: Exhibit I to the Credit Facility Agreement by means of Credit Facility #05.2.0642.1 I – it is authorized pursuant to law and its bylaws to assign and restrict the RESTRICTED REVENUE as well as comply with provisions under this AGREEMENT; II - the restriction and assignment of the RESTRICTED REVENUE in favor of BNDES violates neither violates nor contravene any legal provision, any provisions or clause contained in covenants to which ▇▇▇ CELULAR is a party; and III – the RESTRICTED REVENUE, as defined in Clause One, is free of liens, debts and/or encumbrances of any nature, except for the restriction and assignment of the subject matter of this AGREEMENT, referring exclusively to obligations assumed under the CREDIT FACILITY and, after the settlement of the CREDIT FACILITY declared by BNDES by way of an appropriate instrument, may be restricted upon new agreements. COMMUNICATION All and any communication and/or correspondence to be exchanged between the parties undersigned hereinbelow pursuant to this AGREEMENT shall be telefaxed or mailed by means of correspondence with receipt acknowledgment to the following addresses: To ▇▇▇ CELULAR S.A. Address: ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇.▇▇▇, ▇‹ . ▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇, ▇▇▇ ▇▇▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇: Departamento de Finanças e Tesouraria Telefax: ▇▇ ▇▇▇▇-▇▇▇▇ Phone number: ▇▇ ▇▇▇▇-▇▇▇▇ / 4009-4017 To NATIONAL BANK FOR ECONOMIC AND SOCIAL DEVELOPMENT (BNDES) Address: ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇, CEP 20139-900 Attention: Chefe do Departamento de Telecomunicações – DETEL da Área de Infra-Estrutura - AIE Telefax: ▇▇ ▇▇▇▇-▇▇▇▇ Phone number: ▇▇ ▇▇▇▇-▇▇▇▇ / 2172-8086 Exhibit I to the Credit Facility Agreement by means of Credit Facility #05.2.0642.1 To CITIBANK, N.A. – BRAZILIAN BRANCH Address: ▇▇. ▇▇▇▇▇▇▇▇, ▇.▇▇▇, ▇▇▇ Paulo, SP, CEP 01311-920 Attention: Citibank Global Security Services M▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ Telefax: ▇▇ ▇▇▇▇-▇▇▇▇ Phone number: ▇▇ ▇▇▇▇-▇▇▇▇ To BANCO CITIBANK S.A. Address: ▇▇. ▇▇▇▇▇▇▇▇, ▇.▇▇▇, ▇▇▇ Paulo, SP, CEP 01311-920 Attention: Citibank Global Security Services M▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Telefax: ▇▇ ▇▇▇▇-▇▇▇▇ Phone number: ▇▇ ▇▇▇▇-▇▇▇▇ JURISDICTION Any dispute arising out of or relating to this AGREEMENT shall be resolved by the Central Jurisdiction of the District Court of State of Rio de Janeiro, the parties expressly waiving any other jurisdiction, however privileg...