Common use of Limitation on Consolidation, Merger or Transfer of Assets Clause in Contracts

Limitation on Consolidation, Merger or Transfer of Assets. (a) None of the Company nor any Guarantor shall consolidate with, amalgamate or merge with or into, or wind up into (whether or not the Issuer is the surviving Person), or convey, sell, assign, transfer or lease or otherwise dispose of all or substantially all of its properties or assets (on a consolidated basis), in one or more related transactions, to any Person, unless: (i) the resulting, surviving or transferee Person (if not the Company) shall be a Person organized and existing under the laws of the Cayman Islands, Brazil or the United States of America, any State thereof or the District of Columbia or any other country that is a member country of the European Union or of the Organization for Economic Co-operation and Development or any other country whose long-term foreign currency-denominated debt has an Investment Grade rating from either S&P or Xxxxx’x as of the effective date of such transaction, and such Person shall expressly assume, by a supplement to this Indenture, executed and delivered to the Trustee, all obligations under the Guarantee and this Indenture; (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been incurred by such Person at the time of such transaction), no Event of Default will have occurred and be continuing; and (iii) if requested by the Trustee, the Company shall have delivered an Officer’s Certificate of an authorized officer of the Company and an opinion of legal counsel, each stating that such consolidation, merger or transfer and such supplement to this Indenture, if any, comply with the Notes and this Indenture, which the Trustee will be entitled to conclusively rely on and will accept as sufficient evidence of the satisfaction of the foregoing conditions precedent, in which event it shall be conclusive and binding on the Holders. (b) Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Guarantors in accordance with clause (i) above in which a Guarantor is not the continuing obligor under the Guarantee and this Indenture, the surviving or transferor Person will succeed to, and be substituted for, and may exercise every right and power of, such Guarantor under the Guarantee and this Indenture with the same effect as if such successor had been named as such Guarantor herein and therein. When a successor assumes all the obligations of its predecessor under the Guarantee and this Indenture, the predecessor will be released from those obligations; provided that in the case of a transfer by lease, the predecessor will not be released from the payment of principal and interest on the Guarantee. If, upon any such consolidation of any Guarantor with or merger of such Guarantor into any other corporation, or upon any conveyance, lease or transfer of the property of such Guarantor substantially as an entirety to any other Person, any property or assets of such Guarantor would thereupon become subject to any Lien, then unless such Lien could be created pursuant to Section 4.14 without equally and ratably securing the Notes, such Guarantor, prior to or simultaneously with such consolidation, merger, conveyance, lease or transfer, will as to such property or assets, secure the outstanding Notes (together with, if such Guarantor will so determine, any other Indebtedness of such Guarantor now existing or hereinafter created which is not subordinate in right of payment to the Notes) equally and ratably with (or prior to) the Indebtedness which upon such consolidation, merger, conveyance, lease or transfer is to become secured as to such property or assets by such Lien.

Limitation on Consolidation, Merger or Transfer of Assets. (a) None of the Company nor any Guarantor The Guarantors shall not consolidate with, amalgamate with or merge with or into, or wind up into (whether or not the Issuer is the surviving Person), or convey, sell, assignconvey, transfer or dispose of, or lease or otherwise dispose of all or substantially all of its properties assets as an entirety or assets (on a consolidated basis)substantially as an entirety, in one transaction or more a series of related transactions, to to, any Person, unless: (i) the resulting, surviving or transferee Person (if not the CompanyGuarantors) shall be a Person organized and existing under the laws of the Cayman Islands, Brazil or the United States of AmericaStates, any State thereof or the District of Columbia or any other country (or political subdivision thereof) that is a member country of the European Union or of the Organization Organisation for Economic Co-operation and Development or any other country whose long-term foreign currency-denominated debt has an Investment Grade rating from either S&P or Xxxxx’x as of on the effective date of such transactionthis Indenture, and such Person shall expressly assumeassumes, by a supplement to this Indenturesupplemental indenture hereto, executed and delivered to the Trustee, all the obligations of the Guarantors under this Indenture and the Guarantee and this IndentureNotes; (ii) immediately the resulting, surviving or transferee person (if not the Guarantors), if organized and existing under the laws of a jurisdiction other than Brazil, undertakes in such supplemental indenture, (i) to pay such Additional Amounts in respect of principal (and premium, if any) and interest as may be necessary in order that every net payment made in respect of the Notes after giving effect deduction or withholding for or on account of any present or future tax, duty, assessment or other governmental charge imposed by such other country or any political subdivision or taxing authority thereof or therein shall not be less than the amount of principal (and premium, if any) and interest then due and payable on the Notes subject to the same exceptions set forth under Section 4.06(a)(i)-(vi) and (ii) that the provisions set forth in Section 3.01(e) shall apply to such transaction (and treating any Indebtedness that becomes an obligation person, but in both cases, replacing existing references in such Section to Brazil with references to the jurisdiction of organization of the resulting, surviving or transferee Person Person, as a result of the case may be; (iii) immediately prior to such transaction as having been incurred by such Person at the time of and immediately after giving effect to such transaction), no Default or Event of Default will shall have occurred and be continuing; and (iiiiv) if requested by the Trustee, the Company Guarantors shall have delivered to the Trustee an Officer’s Certificate of an authorized officer of the Company and an opinion Opinion of legal counselCounsel, each stating that such consolidation, merger or transfer and such supplement to this Indenturesupplemental indenture, if any, comply with the Notes and this Indenture, which the . The Trustee will be entitled to conclusively rely on shall accept such Officer’s Certificate and will accept Opinion of Counsel as sufficient evidence of the satisfaction of the foregoing conditions precedentprecedent set forth in this Section 5.01, in which event it shall be conclusive and binding on the Holders. (b) Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Guarantors in accordance with clause (i) above in which a Guarantor is not the continuing obligor under the Guarantee and this Indenture, the surviving or transferor Person will succeed to, and be substituted for, and may exercise every right and power of, such Guarantor under the Guarantee and this Indenture with the same effect as if such successor had been named as such Guarantor herein and therein. When a successor assumes all the obligations of its predecessor under the Guarantee and this Indenture, the predecessor will be released from those obligations; provided that in the case of a transfer by lease, the predecessor will not be released from the payment of principal and interest on the Guarantee. If, upon any such consolidation of any Guarantor with or merger of such Guarantor into any other corporation, or upon any conveyance, lease or transfer of the property of such Guarantor substantially as an entirety to any other Person, any property or assets of such Guarantor would thereupon become subject to any Lien, then unless such Lien could be created pursuant to Section 4.14 without equally and ratably securing the Notes, such Guarantor, prior to or simultaneously with such consolidation, merger, conveyance, lease or transfer, will as to such property or assets, secure the outstanding Notes (together with, if such Guarantor will so determine, any other Indebtedness of such Guarantor now existing or hereinafter created which is not subordinate in right of payment to the Notes) equally and ratably with (or prior to) the Indebtedness which upon such consolidation, merger, conveyance, lease or transfer is to become secured as to such property or assets by such Lien.

Limitation on Consolidation, Merger or Transfer of Assets. (a) None of Neither the Company nor any Guarantor shall consolidate with, amalgamate with or merge with or into, or wind up into (whether or not the Issuer is the surviving Person), or convey, sell, assignconvey, transfer or dispose of, or lease or otherwise dispose of all or substantially all of its properties assets as an entirety or assets (on a consolidated basis)substantially as an entirety, in one transaction or more a series of related transactions, to to, any Person, unless: (i) the resulting, surviving or transferee Person (if not the CompanyCompany or such Guarantor) shall be a Person organized and existing under the laws of the Cayman Islands, Brazil Brazil, or the United States of America, any State thereof or the District of Columbia Columbia, or any other country (or political subdivision thereof) that is a member country of the European Union or of the Organization Organisation for Economic Co-operation and Development or any other country whose long-term foreign currency-denominated debt has an Investment Grade rating from either S&P or Xxxxx’x as of on the effective date of such transactionthis Indenture, and such Person shall expressly assumeassumes, by a supplement an indenture supplemental to this Indenture, executed and delivered to the Trustee, all the obligations of the Company or such Guarantor under this Indenture and the Guarantee Notes and this Indenturethe Note Guaranty; (ii) immediately the resulting, surviving or transferee person (if not the Company or such Guarantor), if not organized and existing under the laws of a jurisdiction other than the Cayman Islands or Brazil, undertakes, in such supplemental indenture, (i) to pay such Additional Amounts in respect of principal (and premium, if any) and interest as may be necessary in order that every net payment made in respect of the Notes and the Note Guaranty after giving effect deduction or withholding for or on account of any present or future tax, penalty, fine, duty, assessment or other governmental charge imposed by such other country or any political subdivision or taxing authority thereof or therein shall not be less than the amount of principal (and premium, if any) and interest then due and payable on the Notes and the Note Guaranty subject to the same exceptions set forth under Sections 4.06(a)(i) through Section 4.06(a)(viii) and (ii) that the provisions set forth in Section 3.01(c) shall apply to such transaction (and treating any Indebtedness that becomes an obligation person, but in both cases, replacing existing references in such Section to Cayman Islands or Brazil or to the Taxing Jurisdiction with references to the jurisdiction of organization of the resulting, surviving or transferee Person as a result of the case may be; (iii) immediately prior to such transaction as having been incurred by such Person at the time of and immediately after giving effect to such transaction), no Default or Event of Default will shall have occurred and be continuing; and (iiiiv) if requested by the Trustee, the Company or such Guarantor shall have delivered to the Trustee an Officer’s Officers’ Certificate of an authorized officer of the Company and an opinion Opinion of legal counselCounsel, each stating that such consolidation, merger or transfer and such supplement to this Indenturesupplemental indenture, if any, comply with the Notes and this Indenture. Notwithstanding anything to the contrary contained in the foregoing, which any of the Guarantors may consolidate with or merge with the Company or any Subsidiary that becomes a Guarantor concurrently with the relevant transaction. The Trustee will shall be entitled to conclusively rely exclusively on and will shall accept such Officers’ Certificate and Opinion of Counsel as sufficient evidence of the satisfaction of the foregoing conditions precedentprecedent set forth in this Section 5.01, in which event it shall be conclusive and binding on the Holders. (b) Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Guarantors in accordance with clause (i) above in which a Guarantor is not the continuing obligor under the Guarantee and this Indenture, the surviving or transferor Person will succeed to, and be substituted for, and may exercise every right and power of, such Guarantor under the Guarantee and this Indenture with the same effect as if such successor had been named as such Guarantor herein and therein. When a successor assumes all the obligations of its predecessor under the Guarantee and this Indenture, the predecessor will be released from those obligations; provided that in the case of a transfer by lease, the predecessor will not be released from the payment of principal and interest on the Guarantee. If, upon any such consolidation of any Guarantor with or merger of such Guarantor into any other corporation, or upon any conveyance, lease or transfer of the property of such Guarantor substantially as an entirety to any other Person, any property or assets of such Guarantor would thereupon become subject to any Lien, then unless such Lien could be created pursuant to Section 4.14 without equally and ratably securing the Notes, such Guarantor, prior to or simultaneously with such consolidation, merger, conveyance, lease or transfer, will as to such property or assets, secure the outstanding Notes (together with, if such Guarantor will so determine, any other Indebtedness of such Guarantor now existing or hereinafter created which is not subordinate in right of payment to the Notes) equally and ratably with (or prior to) the Indebtedness which upon such consolidation, merger, conveyance, lease or transfer is to become secured as to such property or assets by such Lien.

Limitation on Consolidation, Merger or Transfer of Assets. The Guarantor will not, and will not permit any of its Subsidiaries (a) None of other than the Company nor any Guarantor shall Borrower), to consolidate with, amalgamate with or merge with or into, or wind up into (whether or not the Issuer is the surviving Person)sell, or convey, selltransfer, assign, transfer dispose of or lease or otherwise dispose of all or substantially all of its properties or assets (on a consolidated basis)to, in one or more related transactions, to any Person, unless: (ia) in the resultingcase of the Guarantor, the surviving or transferee Person (if not the CompanyGuarantor) shall will be a Person organized and existing under the laws of the Cayman IslandsBrazil, Brazil or the United States of America, any State thereof or the District of Columbia Columbia, or any other country that is a member country of the European Union or of the Organization for Economic Co-operation and Development or any other country whose long-term foreign currency-denominated debt has an Investment Grade rating from either S&P or Xxxxx’x as of on the effective date of such transactionthis Guaranty, and such Person shall expressly assumeassumes, by a supplement an assignment and assumption to this IndentureGuaranty, executed and delivered to the TrusteeAdministrative Agent and each other Beneficiary, all the obligations of the Guarantor under the Guarantee and this IndentureGuaranty; (iib) in the case of the Guarantor, the surviving Person (if not the Guarantor), if not organized and existing under the laws of Brazil, undertakes, in such assignment and assumption, to pay such Additional Amounts in respect of principal (and premium, if any) and interest as may be necessary in order that every net payment made in respect of this Guaranty after deduction or withholding for or on account of any present or future tax, duty, assessment or other governmental charge imposed by such other country or any political subdivision or taxing authority thereof or therein will not be less than the amount of principal (and premium, if any) and interest then due and payable on the Loans and this Guaranty subject to the same exceptions set forth under Sections 6; (c) immediately prior to such transaction and immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been incurred by such Person at the time of such transaction), no Default or Event of Default will have occurred and be continuing; and (iiid) if requested by the Trustee, the Company shall Guarantor will have delivered to the Administrative Agent and each other Beneficiary an Officer’s Certificate of an authorized officer of the Company officers’ certificate and an opinion of independent legal counsel, each stating that such consolidation, merger or transfer and such supplement to this Indentureassignment and assumption, if any, comply with the Notes this Guaranty. The Administrative Agent and this Indenture, which the Trustee will each other Beneficiary shall be entitled to conclusively rely exclusively on and will accept such certificate and opinion as sufficient evidence of the satisfaction of the foregoing conditions precedentprecedent set forth in this Section 10.11, in which event it shall will be conclusive and binding on the Holders. Lenders. Notwithstanding anything to the contrary contained herein, this Section 10.11 will not apply to (a) the consummation of the Joint Venture or the Corporate Restructuring or (b) Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease transfer or disposition resulting from the exercise of any put or call options (an “Option Exercise”) by the Guarantor, Shell or any other party to the definitive agreements to the Joint Venture if either (i) such Option Exercise does not result in a Rating Decline or (ii) within 360 days after the receipt of any Net Cash Proceeds from such Option Exercise, the Guarantor or any Subsidiary of the Guarantor uses the Net Cash Proceeds to (in each case, a “Permitted Reinvestment”): (i) permanently repay the Indebtedness (other than Subordinated Debt) of the Guarantor or any Subsidiary of the Guarantor (and in the case of a revolving credit, permanently reduce the commitment thereunder by such amount), in each case owing to a Person other than the Guarantor or any Subsidiary of the Guarantor; (ii) acquire all or substantially all of the properties and assets of a Permitted Business, or a majority of the Guarantors Voting Shares of another Person that thereupon becomes a Subsidiary of the Guarantor engaged in accordance with clause a Permitted Business, or to make capital expenditures or otherwise acquire long-term assets that are to be used in a Permitted Business; or (iiii) above in which a acquire Productive Assets for the Guarantor is not the continuing obligor under the Guarantee and this Indenture, the surviving or transferor Person will succeed to, and be substituted for, and may exercise every right and power of, such Guarantor under the Guarantee and this Indenture with the same effect as if such successor had been named as such Guarantor herein and therein. When a successor assumes all the obligations any of its predecessor under the Guarantee and this Indenture, the predecessor will be released from those obligations; provided that in the case of a transfer by lease, the predecessor will not be released from the payment of principal and interest on the Guarantee. If, upon any such consolidation of any Guarantor with or merger of such Guarantor into any other corporation, or upon any conveyance, lease or transfer of the property of such Guarantor substantially as an entirety to any other Person, any property or assets of such Guarantor would thereupon become subject to any Lien, then unless such Lien could be created pursuant to Section 4.14 without equally and ratably securing the Notes, such Guarantor, prior to or simultaneously with such consolidation, merger, conveyance, lease or transfer, will as to such property or assets, secure the outstanding Notes (together with, if such Guarantor will so determine, any other Indebtedness of such Guarantor now existing or hereinafter created which is not subordinate in right of payment to the Notes) equally and ratably with (or prior to) the Indebtedness which upon such consolidation, merger, conveyance, lease or transfer is to become secured as to such property or assets by such LienSubsidiaries.

Limitation on Consolidation, Merger or Transfer of Assets. (a1) None of the Company nor any The Guarantor shall not consolidate with, amalgamate with or merge with or into, or wind up into (whether or not the Issuer is the surviving Person), or convey, sell, assign, transfer or lease or otherwise dispose of all or substantially all of its properties or assets (on a consolidated basis)) to, in one or more related transactions, to any Person, unless: (iA) the The resulting, surviving or transferee Person (if not the CompanyGuarantor) shall be a Person organized and existing under the laws of the Cayman Islands, Brazil or the United States of America, any State thereof or the District of Columbia or any other country that is a member country of the European Union or of the Organization for Economic Co-Co- operation and Development or any other country whose long-term foreign currency-currency- denominated debt has an Investment Grade rating from either S&P or Xxxxx’x Xxxxx'x as of the effective date of such transaction, and such Person shall expressly assume, by a supplement to this the Indenture, executed and delivered to the Trustee, all obligations under the Guarantee Guaranty and this the Indenture; (iiB) immediately Immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been incurred by such Person at the time of such transaction), no Event of Default will have occurred and be continuing; and (iiiC) if requested by the Trustee, the Company The Guarantor shall have delivered to the Trustee an Officer’s Certificate of an authorized officer of the Company officer's certificate and an opinion of legal counsel, each stating that such consolidation, merger or transfer and such supplement to this the Indenture, if any, comply with the Notes and this the Indenture, which the . The Trustee will be entitled to conclusively rely on and will accept such certificate and opinion as sufficient evidence of the satisfaction of the foregoing conditions precedentprecedent set forth in clause (C) above, in which event it shall be conclusive and binding on the Holders. (b2) Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Guarantors Guarantor in accordance with clause (iSection 5(g)(1) above in which a the Guarantor is not the continuing obligor under the Guarantee Guaranty and this the Indenture, the surviving or transferor Person will succeed to, and be substituted for, and may exercise every right and power of, such the Guarantor under the Guarantee Guaranty and this the Indenture with the same effect as if such successor had been named as such the Guarantor herein and therein. When a successor assumes all the obligations of its predecessor under the Guarantee Guaranty and this the Indenture, the predecessor will be released from those obligations; provided that in the case of a transfer by lease, the predecessor will not be released from the payment of principal and interest on the Guarantee. Guaranty. (3) If, upon any such consolidation of any the Guarantor with or merger of such the Guarantor into any other corporation, or upon any conveyance, lease or transfer of the property of such the Guarantor substantially as an entirety to any other Person, any property or assets of such the Guarantor would thereupon become subject to any Lien, then unless such Lien could be created pursuant to Section 4.14 5(f) without equally and ratably securing the Notes, such the Guarantor, prior to or simultaneously with such consolidation, merger, conveyance, lease or transfer, will as to such property or assets, secure the outstanding Notes (together with, if such the Guarantor will so determine, any other Indebtedness Debt of such the Guarantor now existing or hereinafter created which is not subordinate in right of payment to the Notes) equally and ratably with (or prior to) the Indebtedness Debt which upon such consolidation, merger, conveyance, lease or transfer is to become secured as to such property or assets by such Lien.

Limitation on Consolidation, Merger or Transfer of Assets. (a) None of the Company nor any The Guarantor shall not consolidate with, amalgamate with or merge with or into, or wind up into (whether or not the Issuer is the surviving Person), or convey, sell, assign, transfer or lease or otherwise dispose of all or substantially all of its properties or assets (on a consolidated basis)) to, in one or more related transactions, to any Person, unless: (i) the The resulting, surviving or transferee Person (if not the CompanyGuarantor) shall be a Person organized and existing under the laws of the Cayman Islands, Brazil or the United States of America, any State thereof or the District of Columbia or any other country that is a member country of the European Union or of the Organization for Economic Co-operation and Development or any other country whose long-term foreign currency-denominated debt has an Investment Grade rating from either S&P Standard and Poor’s or Xxxxx’x as of the effective date of such transaction, and such Person shall expressly assume, by a supplement to this Indenture, executed and delivered to the Trustee, all obligations under the Guarantee and this Indenture; (ii) immediately Immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been incurred by such Person at the time of such transaction), no Event of Default will have occurred and be continuing; and (iii) if requested by the Trustee, the Company The Guarantor shall have delivered to the Trustee an Officer’s Certificate of an authorized officer of the Company officers’ certificate and an opinion of legal counsel, each stating that such consolidation, merger or transfer and such supplement to this Indenture, if any, comply with the Notes and this Indenture, which the . The Trustee will be entitled to conclusively rely on and will accept such certificate and opinion as sufficient evidence of the satisfaction of the foregoing conditions precedentprecedent set forth in clause (iii) above, in which event it shall be conclusive and binding on the Holders. (b) Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Guarantors Guarantor in accordance with clause (iSection 4.07(a) above in which a the Guarantor is not the continuing obligor under the Guarantee and this Indenture, the surviving or transferor Person will succeed to, and be substituted for, and may exercise every right and power of, such the Guarantor under the Guarantee and this Indenture with the same effect as if such successor had been named as such the Guarantor herein and therein. When a successor assumes all the obligations of its predecessor under the Guarantee and this Indenture, the predecessor will be released from those obligations; provided that in the case of a transfer by lease, the predecessor will not be released from the payment of principal and interest on the Guarantee. . (c) If, upon any such consolidation of any the Guarantor with or merger of such the Guarantor into any other corporation, or upon any conveyance, lease or transfer of the property of such the Guarantor substantially as an entirety to any other Person, any property or assets of such the Guarantor would thereupon become subject to any Lien, then unless such Lien could be created pursuant to Section 4.14 4.06 without equally and ratably securing the Notes, such the Guarantor, prior to or simultaneously with such consolidation, merger, conveyance, lease or transfer, will as to such property or assets, secure the outstanding Notes (together with, if such the Guarantor will so determine, any other Indebtedness Debt of such the Guarantor now existing or hereinafter created which is not subordinate in right of payment to the Notes) equally and ratably with (or prior to) the Indebtedness Debt which upon such consolidation, merger, conveyance, lease or transfer is to become secured as to such property or assets by such Lien.

Limitation on Consolidation, Merger or Transfer of Assets. (a) None of the Company nor any The Guarantor shall not consolidate with, amalgamate with or merge with or into, or wind up into (whether or not the Issuer is the surviving Person), or convey, sell, assign, transfer or lease or otherwise dispose of all or substantially all of its properties or assets (on a consolidated basis)) to, in one or more related transactions, to any Person, unless: (i) the The resulting, surviving or transferee Person (if not the CompanyGuarantor) shall be a Person organized and existing under the laws of the Cayman Islands, Brazil or the United States of America, any State thereof or the District of Columbia or any other country that is a member country of the European Union or of the Organization for Economic Co-operation and Development or any other country whose long-term foreign currency-denominated debt has an Investment Grade rating from either S&P Standard and Poor’s or Xxxxx’x Moody’s as of the effective date of such transaction, and such Person shall expressly assume, by a supplement to this Indenture, executed and delivered to the Trustee, all obligations under the Guarantee and this Indenture; (ii) immediately Immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been incurred by such Person at the time of such transaction), no Event of Default will have occurred and be continuing; and (iii) if requested by the Trustee, the Company The Guarantor shall have delivered to the Trustee an Officer’s Certificate of an authorized officer of the Company officers’ certificate and an opinion of legal counsel, each stating that such consolidation, merger or transfer and such supplement to this Indenture, if any, comply with the Notes and this Indenture, which the . The Trustee will be entitled to conclusively rely on and will accept such certificate and opinion as sufficient evidence of the satisfaction of the foregoing conditions precedentprecedent set forth in clause (iii) above, in which event it shall be conclusive and binding on the Holders. (b) Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Guarantors Guarantor in accordance with clause (iSection 4.07(a) above in which a the Guarantor is not the continuing obligor under the Guarantee and this Indenture, the surviving or transferor Person will succeed to, and be substituted for, and may exercise every right and power of, such the Guarantor under the Guarantee and this Indenture with the same effect as if such successor had been named as such the Guarantor herein and therein. When a successor assumes all the obligations of its predecessor under the Guarantee and this Indenture, the predecessor will be released from those obligations; provided that in the case of a transfer by lease, the predecessor will not be released from the payment of principal and interest on the Guarantee. . (c) If, upon any such consolidation of any the Guarantor with or merger of such the Guarantor into any other corporation, or upon any conveyance, lease or transfer of the property of such the Guarantor substantially as an entirety to any other Person, any property or assets of such the Guarantor would thereupon become subject to any Lien, then unless such Lien could be created pursuant to Section 4.14 4.06 without equally and ratably securing the Notes, such the Guarantor, prior to or simultaneously with such consolidation, merger, conveyance, lease or transfer, will as to such property or assets, secure the outstanding Notes (together with, if such the Guarantor will so determine, any other Indebtedness Debt of such the Guarantor now existing or hereinafter created which is not subordinate in right of payment to the Notes) equally and ratably with (or prior to) the Indebtedness Debt which upon such consolidation, merger, conveyance, lease or transfer is to become secured as to such property or assets by such Lien.

Limitation on Consolidation, Merger or Transfer of Assets. (a1) None of the Company nor any The Guarantor shall not consolidate with, amalgamate with or merge with or into, or wind up into (whether or not the Issuer is the surviving Person), or convey, sell, assign, transfer or lease or otherwise dispose of all or substantially all of its properties or assets (on a consolidated basis)) to, in one or more related transactions, to any Person, unless: (iA) the The resulting, surviving or transferee Person (if not the CompanyGuarantor) shall be a Person organized and existing under the laws of the Cayman Islands, Brazil or the United States of America, any State thereof or the District of Columbia or any other country that is a member country of the European Union or of the Organization for Economic Co-Co- operation and Development or any other country whose long-term foreign currency-currency- denominated debt has an Investment Grade rating from either S&P or Xxxxx’x Moody's as of the effective date of such transaction, and such Person shall expressly assume, by a supplement to this the Indenture, executed and delivered to the Trustee, all obligations under the Guarantee Guaranty and this the Indenture; (iiB) immediately Immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been incurred by such Person at the time of such transaction), no Event of Default will have occurred and be continuing; and (iiiC) if requested by the Trustee, the Company The Guarantor shall have delivered to the Trustee an Officer’s Certificate of an authorized officer of the Company officer's certificate and an opinion of legal counsel, each stating that such consolidation, merger or transfer and such supplement to this the Indenture, if any, comply with the Notes and this the Indenture, which the . The Trustee will be entitled to conclusively rely on and will accept such certificate and opinion as sufficient evidence of the satisfaction of the foregoing conditions precedentprecedent set forth in clause (C) above, in which event it shall be conclusive and binding on the Holders. (b2) Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Guarantors Guarantor in accordance with clause (iSection 5(g)(1) above in which a the Guarantor is not the continuing obligor under the Guarantee Guaranty and this the Indenture, the surviving or transferor Person will succeed to, and be substituted for, and may exercise every right and power of, such the Guarantor under the Guarantee Guaranty and this the Indenture with the same effect as if such successor had been named as such the Guarantor herein and therein. When a successor assumes all the obligations of its predecessor under the Guarantee Guaranty and this the Indenture, the predecessor will be released from those obligations; provided that in the case of a transfer by lease, the predecessor will not be released from the payment of principal and interest on the Guarantee. Guaranty. (3) If, upon any such consolidation of any the Guarantor with or merger of such the Guarantor into any other corporation, or upon any conveyance, lease or transfer of the property of such the Guarantor substantially as an entirety to any other Person, any property or assets of such the Guarantor would thereupon become subject to any Lien, then unless such Lien could be created pursuant to Section 4.14 5(f) without equally and ratably securing the Notes, such the Guarantor, prior to or simultaneously with such consolidation, merger, conveyance, lease or transfer, will as to such property or assets, secure the outstanding Notes (together with, if such the Guarantor will so determine, any other Indebtedness Debt of such the Guarantor now existing or hereinafter created which is not subordinate in right of payment to the Notes) equally and ratably with (or prior to) the Indebtedness Debt which upon such consolidation, merger, conveyance, lease or transfer is to become secured as to such property or assets by such Lien.

Limitation on Consolidation, Merger or Transfer of Assets. (a) None of the Company nor any Guarantor The Issuer shall not consolidate with, amalgamate with or merge with or into, or wind up into (whether or not the Issuer is the surviving Person), or convey, sell, assign, transfer or lease or otherwise dispose of all or substantially all of its properties assets to, any person (other than a direct or assets (on a consolidated basisindirect subsidiary of the Issuer, where the Issuer is the surviving entity in such transaction), in one or more related transactions, to any Person, unless: (i) the resulting, surviving or transferee Person person (if not the CompanyIssuer) shall will be a Person person organized and existing under the laws of the Cayman IslandsIsrael, Brazil or the United States of America, any State state thereof or the District of Columbia or Columbia, the United Kingdom, any other country that is a member country state of the European Union or of the Organization for Economic Co-operation Cooperation and Development or any other country whose long-term foreign currency-denominated debt has an Investment Grade rating from either S&P or Xxxxx’x as of the effective date of such transaction, and such Person shall person (if not the Issuer) expressly assumeassumes, by a supplement Supplemental Indenture to this Indenture, executed and delivered to the Trustee, all the obligations of the Issuer under the Guarantee Notes and this Indenture; (ii) the resulting, surviving or transferee person (if not the Issuer), if organized under the laws of a country other than Israel, undertakes, in such Supplemental Indenture, to pay such additional amounts in respect of principal and interest as may be necessary in order that every payment made in respect of the Notes after deduction or withholding for or on account of any present or future tax, duty, assessment or other governmental charge imposed by such other country or any political subdivision or taxing authority thereof or therein will not be less than the amount of principal (and premium, if any) and interest then due and payable on the Notes, subject to the same exceptions set forth under Section 7.1(d) (Taxation) but replacing existing references in such section to Israel with references to such other country; (iii) immediately prior to such transaction and immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been incurred by such Person at the time of such transaction), no Enforcement Event of Default will have occurred and be continuing; and (iiiiv) if requested by the Trustee, the Company shall Issuer will have delivered to the Trustee an Officer’s Officers’ Certificate of an authorized officer of the Company and an opinion Opinion of Counsel from international legal counselcounsel of recognized standing, each stating that such consolidation, merger or transfer and such supplement to this Supplemental Indenture, if any, comply with the Notes and this Indenture, which the . The Trustee will be entitled to conclusively rely on shall accept such Officers’ Certificates and will accept Opinions of Counsel as sufficient evidence of the satisfaction of the foregoing conditions precedent, precedent set forth in this Section 7.2(a) in which event it shall will be conclusive and binding on the Holders. (b) . Upon any consolidation or consolidation, merger, or any sale, assignment, conveyance, transfer, transfer or lease or disposition of all or substantially all of the properties and Issuer’s assets of the Guarantors in accordance with clause (ithis Section 7.2(a) above in which a Guarantor is not the continuing obligor under the Guarantee and this Indenture, the surviving or transferor Person successor company will succeed to, and be substituted for, and may exercise every right and power of, such Guarantor the Issuer under the Guarantee and this Indenture and the Notes with the same effect as if such successor company had been named as such Guarantor the Issuer herein and therein. When a successor assumes thereafter the Issuer shall be relieved of all obligations and covenants under this Indenture and the obligations of its predecessor under the Guarantee and this Indenture, the predecessor will be released from those obligationsNotes; provided that that, in the case of a transfer by leaselease of all or substantially all its assets, the predecessor Issuer will not be released from the payment obligation to pay the principal of principal and interest on the Guarantee. If, upon any such consolidation of any Guarantor with or merger of such Guarantor into any other corporation, or upon any conveyance, lease or transfer of the property of such Guarantor substantially as an entirety to any other Person, any property or assets of such Guarantor would thereupon become subject to any Lien, then unless such Lien could be created pursuant to Section 4.14 without equally and ratably securing the Notes, such Guarantor, prior to or simultaneously with such consolidation, merger, conveyance, lease or transfer, will as to such property or assets, secure the outstanding Notes (together with, if such Guarantor will so determine, any other Indebtedness of such Guarantor now existing or hereinafter created which is not subordinate in right of payment to the Notes) equally and ratably with (or prior to) the Indebtedness which upon such consolidation, merger, conveyance, lease or transfer is to become secured as to such property or assets by such Lien.

Limitation on Consolidation, Merger or Transfer of Assets. Each Guarantor will not, and will not permit any of its Subsidiaries (a) None of other than the Company nor any Guarantor shall Borrower), to consolidate with, amalgamate with or merge with or into, or wind up into (whether or not the Issuer is the surviving Person)sell, or convey, selltransfer, assign, transfer dispose of or lease or otherwise dispose of all or substantially all of its properties or assets (on a consolidated basis)to, in one or more related transactions, to any Person, unless: (ia) in the resultingcase of any Guarantor, the surviving or transferee Person (if not the Companysuch Guarantor) shall will be a Person organized and existing under the laws of the Cayman IslandsBrazil, Brazil or the United States of America, any State thereof or the District of Columbia Columbia, or any other country that is a member country of the European Union or of the Organization for Economic Co-operation and Development or any other country whose long-term foreign currency-denominated debt has an Investment Grade rating from either S&P or Xxxxx’x as of on the effective date of such transactionthis Guaranty, and such Person shall expressly assumeassumes, by a supplement an assignment and assumption to this IndentureGuaranty, executed and delivered to the TrusteeAdministrative Agent, all the obligations such Guarantor under the Guarantee and this IndentureGuaranty; (iib) in the case of any Guarantor, the surviving Person (if not such Guarantor), if not organized and existing under the laws of Brazil, undertakes, in such assignment and assumption, to pay such Additional Amounts in respect of principal (and premium, if any) and interest as may be necessary in order that every net payment made in respect of this Guaranty after deduction or withholding for or on account of any present or future tax, duty, assessment or other governmental charge imposed by such other country or any political subdivision or taxing authority thereof or therein will not be less than the amount of principal (and premium, if any) and interest then due and payable on the Loans and this Guaranty subject to the same exceptions set forth under Sections 7; (c) immediately prior to such transaction and immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been incurred by such Person at the time of such transaction), no Default or Event of Default will have occurred and be continuing; and (iiid) if requested by the Trustee, the Company shall such Guarantor will have delivered to the Administrative Agent and each other Beneficiary an Officer’s Certificate of an authorized officer of the Company officers’ certificate and an opinion of independent legal counsel, each stating that such consolidation, merger or transfer and such supplement to this Indentureassignment and assumption, if any, comply with the Notes this Guaranty. The Administrative Agent and this Indenture, which the Trustee will each other Beneficiary shall be entitled to conclusively rely exclusively on and will accept such certificate and opinion as sufficient evidence of the satisfaction of the foregoing conditions precedentprecedent set forth in this Section 11.10, in which event it shall will be conclusive and binding on the Holders. (b) Upon any consolidation or mergerLenders. Notwithstanding anything to the contrary contained herein, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all this Section 11.10 will not apply to the consummation of the properties and assets of Joint Venture or the Guarantors in accordance with clause (i) above in which a Guarantor is not the continuing obligor under the Guarantee and this Indenture, the surviving or transferor Person will succeed to, and be substituted for, and may exercise every right and power of, such Guarantor under the Guarantee and this Indenture with the same effect as if such successor had been named as such Guarantor herein and therein. When a successor assumes all the obligations of its predecessor under the Guarantee and this Indenture, the predecessor will be released from those obligations; provided that in the case of a transfer by lease, the predecessor will not be released from the payment of principal and interest on the Guarantee. If, upon any such consolidation of any Guarantor with or merger of such Guarantor into any other corporation, or upon any conveyance, lease or transfer of the property of such Guarantor substantially as an entirety to any other Person, any property or assets of such Guarantor would thereupon become subject to any Lien, then unless such Lien could be created pursuant to Section 4.14 without equally and ratably securing the Notes, such Guarantor, prior to or simultaneously with such consolidation, merger, conveyance, lease or transfer, will as to such property or assets, secure the outstanding Notes (together with, if such Guarantor will so determine, any other Indebtedness of such Guarantor now existing or hereinafter created which is not subordinate in right of payment to the Notes) equally and ratably with (or prior to) the Indebtedness which upon such consolidation, merger, conveyance, lease or transfer is to become secured as to such property or assets by such LienCorporate Restructuring.

Limitation on Consolidation, Merger or Transfer of Assets. (a) None of the Company nor any Guarantor shall consolidate with, amalgamate or merge with or into, or wind up into (whether or not the Issuer is the surviving Person), or convey, sell, assign, transfer or lease or otherwise dispose of all or substantially all of its properties or assets (on a consolidated basis), in one or more related transactions, to any Person, unless: (i) the resulting, surviving or transferee Person (if not the Company) shall be a Person organized and existing under the laws of the Cayman Islands, Brazil or the United States of America, any State thereof or the District of Columbia or any other country that is a member country of the European Union or of the Organization for Economic Co-operation and Development or any other country whose long-term foreign currency-denominated debt has an Investment Grade rating from either S&P or Xxxxx’x Moody’s as of the effective date of such transaction, and such Person shall expressly assume, by a supplement to this Indenture, executed and delivered to the Trustee, all obligations under the Guarantee and this Indenture; (ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been incurred by such Person at the time of such transaction), no Event of Default will have occurred and be continuing; and (iii) if requested by the Trustee, the Company shall have delivered an Officer’s Certificate of an authorized officer of the Company and an opinion of legal counsel, each stating that such consolidation, merger or transfer and such supplement to this Indenture, if any, comply with the Notes and this Indenture, which the Trustee will be entitled to conclusively rely on and will accept as sufficient evidence of the satisfaction of the foregoing conditions precedent, in which event it shall be conclusive and binding on the Holders. (b) Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Guarantors in accordance with clause (i) above in which a Guarantor is not the continuing obligor under the Guarantee and this Indenture, the surviving or transferor Person will succeed to, and be substituted for, and may exercise every right and power of, such Guarantor under the Guarantee and this Indenture with the same effect as if such successor had been named as such Guarantor herein and therein. When a successor assumes all the obligations of its predecessor under the Guarantee and this Indenture, the predecessor will be released from those obligations; provided that in the case of a transfer by lease, the predecessor will not be released from the payment of principal and interest on the Guarantee. If, upon any such consolidation of any Guarantor with or merger of such Guarantor into any other corporation, or upon any conveyance, lease or transfer of the property of such Guarantor substantially as an entirety to any other Person, any property or assets of such Guarantor would thereupon become subject to any Lien, then unless such Lien could be created pursuant to Section 4.14 without equally and ratably securing the Notes, such Guarantor, prior to or simultaneously with such consolidation, merger, conveyance, lease or transfer, will as to such property or assets, secure the outstanding Notes (together with, if such Guarantor will so determine, any other Indebtedness of such Guarantor now existing or hereinafter created which is not subordinate in right of payment to the Notes) equally and ratably with (or prior to) the Indebtedness which upon such consolidation, merger, conveyance, lease or transfer is to become secured as to such property or assets by such Lien.

Limitation on Consolidation, Merger or Transfer of Assets. (a) None The Borrower will not, and will not permit any of the Company nor any Guarantor shall its Subsidiaries to, consolidate with, amalgamate with or merge with or into, or wind up into (whether or not the Issuer is the surviving Person)sell, or convey, selltransfer, assign, transfer dispose of or lease or otherwise dispose of all or substantially all of its properties assets to or assets (on enter into a consolidated basis)joint venture or other form of combination with, in one or more related transactions, to any Person, unless: (ia) the resulting, surviving or transferee Person (if not the CompanyBorrower) shall will be a Person organized and existing under the laws of Brazil, the Cayman Islands, Brazil or the United States of America, any State thereof or the District of Columbia Columbia, or any other country that is a member country of the European Union or of the Organization for Economic Co-operation and Development or any other country whose long-term foreign currency-denominated debt has an Investment Grade rating from either S&P or Xxxxx’x as of on the effective date of such transactionthis Agreement, and such Person shall expressly assumeassumes, by a supplement to this Indenturean assignment and assumption, executed and delivered to the TrusteeAdministrative Agent and each Lender, all the obligations of the Borrower under the Guarantee and this IndentureAgreement; (iib) the surviving Person (if not the Borrower), if not organized and existing under the laws of the Cayman Islands, undertakes, in such assignment and assumption, to pay such additional amounts in respect of principal (and premium, if any) and interest as may be necessary in order that every net payment made in respect of the Loans after deduction or withholding for or on account of any present or future tax, duty, assessment or other governmental charge imposed by such other country or any political subdivision or taxing authority thereof or therein will not be less than the amount of principal (and premium, if any) and interest then due and payable on the Loans, subject to the same exceptions set forth under Section 5.05 but replacing existing references in such clause to the Cayman Islands with references to the other country; (c) immediately prior to such transaction and immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been incurred by such Person at the time of such transaction), no Default or Event of Default will have occurred and be continuing; and (iiid) if requested by the Trustee, the Company shall Borrower will have delivered to the Administrative Agent and each Lender an Officer’s Certificate of an authorized officer of the Company officers’ certificate and an opinion of independent legal counsel, each stating that such consolidation, merger or transfer and such supplement to this Indentureassignment and assumption, if any, comply with this Agreement. Notwithstanding anything to the Notes and contrary, this Indenture, which Section 8.10 shall not apply to the Trustee will consummation of the Joint Venture or the Corporate Restructuring. The Administrative Agent shall be entitled to conclusively rely exclusively on and will accept such certificate and opinion as sufficient evidence of the satisfaction of the foregoing conditions precedentprecedent set forth in this Section 8.10, in which event it shall will be conclusive and binding on the HoldersLenders. (b) Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Guarantors in accordance with clause (i) above in which a Guarantor is not the continuing obligor under the Guarantee and this Indenture, the surviving or transferor Person will succeed to, and be substituted for, and may exercise every right and power of, such Guarantor under the Guarantee and this Indenture with the same effect as if such successor had been named as such Guarantor herein and therein. When a successor assumes all the obligations of its predecessor under the Guarantee and this Indenture, the predecessor will be released from those obligations; provided that in the case of a transfer by lease, the predecessor will not be released from the payment of principal and interest on the Guarantee. If, upon any such consolidation of any Guarantor with or merger of such Guarantor into any other corporation, or upon any conveyance, lease or transfer of the property of such Guarantor substantially as an entirety to any other Person, any property or assets of such Guarantor would thereupon become subject to any Lien, then unless such Lien could be created pursuant to Section 4.14 without equally and ratably securing the Notes, such Guarantor, prior to or simultaneously with such consolidation, merger, conveyance, lease or transfer, will as to such property or assets, secure the outstanding Notes (together with, if such Guarantor will so determine, any other Indebtedness of such Guarantor now existing or hereinafter created which is not subordinate in right of payment to the Notes) equally and ratably with (or prior to) the Indebtedness which upon such consolidation, merger, conveyance, lease or transfer is to become secured as to such property or assets by such Lien.