Common use of FORECLOSURE AND COLLECTION Clause in Contracts

FORECLOSURE AND COLLECTION. 8.1 Without prejudice to the foregoing provisions, upon notice from the Agent as provided in the Loan Agreement, after the occurrence and during the continuance of (i) any breach or violation by any Pledgor under this Agreement, (ii) any breach or violation under the Modular Brazil Pledge Agreement, or (iii) any Event of Default (as such term is defined under the Guaranties or the Loan Agreement), the Agent, acting for the benefit of the Lenders, or the Lenders, are hereby irrevocably authorized and qualified (whether or not any foreclosure measure is taken against any Borrower and irrespective of any right that the Pledgors may have to any benefit of order or similar right (which is hereby waived by Pledgors to the fullest extent permitted by law) to dispose of, collect, receive, appropriate and/or seize the Modular Brazil’s Pledged Assets and Rights or PR Borrower’s Pledged Assets and Rights (or part thereof), and may promptly amicably sell (pursuant to Clause 8.3.1), assign, grant a call option or options on, or otherwise dispose of and deliver the Modular Brazil’s Pledged Assets and Rights or PR Borrower’s Pledged Assets and Rights, in full or in part, at the price, in the manner, and under the terms and conditions that they deem appropriate, pursuant to the applicable law, regardless of any prior or subsequent notice to the Pledgors, with due regard to the provisions in articles 1,433, item IV, and 1,435, item V, of the Brazilian Civil Code. 8.2 Pursuant to the provisions in articles 684 and 1,433, item IV, of the Brazilian Civil Code, as a means to comply with the obligations herein, each Pledgor irrevocably appoints the Agent as its attorney-in-fact, upon the occurrence and during the continuance of (i) any breach or violation by any Pledgor under this Agreement, (ii) any breach or violation under the Modular Brazil Pledge Agreement, or (iii) any Event of Default (as such term is defined under the Guaranties or the Loan Agreement), with the necessary powers to vote the Pledged Stock (to the maximum extent permitted by law), to execute amendments to the organizational documents of the Company, to enter into contracts of assignment or purchase and sale, as well as to execute any and all documents and take any and all actions for the fulfillment of the Company’s obligations herein. The Pledgors shall maintain this appointment during the term of this Agreement and shall abstain from practicing any act that may adversely affect the fulfillment of the obligations herein or that may adversely affect the exercise of rights provided in this Clause 8 by the Agent or by the Lenders. 8.3 At any time after sending a notice as provided in the Loan Agreement of the occurrence and during the continuance of (i) any breach or violation by any Pledgor under this Agreement, (ii) any breach or violation under the Modular Brazil Pledge Agreement, or (iii) any Event of Default (as such term is defined under the Guaranties or the Loan Agreement), the Agent, acting for the benefit of the Lenders, or the Lenders, may, at their sole discretion, amicably sell the Pledged Assets and Rights, in all or in part, and in the manner they deem appropriate, without the need for any consent from the Pledgors or any third party, in such a way as to recover the entirety of its credits in the most efficient, fast, economical and transparent way possible. 8.3.1 The following procedure shall be followed in connection with any amicable sale of the Pledge Assets and Rights, which sale shall necessarily be made in compliance with all legal and regulatory provisions then applicable to the Agent or the Lenders, as the case may be: (a) the Modular Brazil’s Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights to be disposed of shall be appraised by two firms appointed by the Agent, acting for the benefit of the Lenders, or by the Lenders. These firms shall have expertise in independent auditing or economic appraisal of companies in general, and be duly qualified and have notorious experience in the appraisal of companies in the same business as the Company. The appraisals shall be carried out within thirty (30) calendar days from the date the appraising firms have been retained, and shall establish the minimum selling price for the Modular Brazil’s Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights, based on the economic value of such Modular Brazil’s Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights (i.e. discounted cash flow method, to the extent applicable). If the difference between the two appraisal reports is no greater than ten percent (10%), the lower of the two amounts established as the base value for the disposition of Modular Brazil’s Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights, as the case may be, will be used. If the difference between the two appraisal reports is greater than ten percent (10%), a third appraisal report will be prepared along the same lines by a different firm, and the average of the amounts obtained in the three reports shall be taken as the base value for the disposition of such assets; (b) the proceeds resulting from the disposition of the Modular Brazil’s Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights shall be used to pay the outstanding Guaranteed Obligations, with due regard for the order of priorities established in Clause 2.4(b) of the Loan Agreement; (c) following the use of proceeds resulting from the disposition of the Modular Brazil’s Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights as set forth in sub-item (b) above, any proceeds in excess of the then outstanding amount of the Guaranteed Obligations shall be delivered to the respective owner of the Modular Brazil’s Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights disposed of, but shall remain pledged hereunder in favor of the Agent, for the benefit of the Lenders, until such time as all Guaranteed Obligations have been finally and indefeasibly paid in full and this Agreement has been terminated pursuant to Clause 11 below; (d) if the proceeds resulting from the disposition of the Modular Brazil’s Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights are not sufficient to pay and discharge all Guaranteed Obligations that have not yet been paid and discharged, the Agent, for the benefit of the Lenders, or the Lenders, shall have the right to collect from the Pledgors the shortfall, and all other Modular Brazil’s Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights that may not have been disposed of shall remain pledged in favor of the Agent, for the benefit of the Lenders, until such time as the Guaranteed Obligations have been finally and indefeasibly paid in full and this Agreement has been terminated pursuant to Clause 11 below; and (e) if there are no interested parties, or the base value for the disposition of the Modular Brazil’s Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights is not offered or otherwise reached, the Modular Brazil’s Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights may be sold for the highest bid made in accordance with the procedure set forth above. 8.4 For the effectiveness of this Clause, the Pledgors hereby authorize, according to Clause [•] of the Articles of Association (Contrato Social) of the Company, the disposition of their Pledged Stock to third parties in accordance with this Section 8.

FORECLOSURE AND COLLECTION. 8.1 Without SECTION 8.01. Subject to the terms of the Intercreditor Agreement, without prejudice to the foregoing provisions, upon sending a notice from to the Agent as provided in the Loan Agreement, after Pledgors of the occurrence and during of an Enforcement Event, the continuance of (i) any breach or violation by any Pledgor under this Agreement, (ii) any breach or violation under the Modular Brazil Pledge Agreement, or (iii) any Event of Default Pledgees (as such term is defined under the Guaranties or case may be and to the Loan Agreement), extent permitted by the Agent, acting for the benefit of the Lenders, or the Lenders, Secured Documents) are hereby irrevocably authorized to (i) verify under reasonable procedures the quantity, value, condition and qualified status of, or any other matter relating to, the Pledged Assets and Rights and (whether or not any foreclosure measure is taken against any Borrower and irrespective of any right that the Pledgors may have to any benefit of order or similar right (which is hereby waived by Pledgors to the fullest extent permitted by lawii) to dispose of, collect, receive, appropriate (to the extent that may be permitted under the laws of Brazil) and/or seize the Modular Brazil’s Pledged Assets and Rights or PR Borrower’s Pledged Assets and Rights (or part thereof), and may promptly amicably sell (pursuant to Clause 8.3.1Section 8.02), assign, grant a call option or options on, or otherwise dispose of and deliver the Modular Brazil’s Pledged Assets and Rights or PR Borrower’s Pledged Assets and Rights, in full or in part, at the price, in the manner, and under the terms and conditions that they deem appropriate, pursuant to the applicable law, regardless of any prior or subsequent notice to the Pledgors, with due regard to the provisions in articles of the Secured Documents (including, but not limited to, the provisions of Articles 1,433, item IV, and 1,435, item V, of the Brazilian Civil Code). 8.2 SECTION 8.02. Pursuant to the provisions in articles 684 and of Article 1,433, item IV, of the Brazilian Civil Code, and for the purposes of foreclosure of the liens herein constituted and collection of the amounts under the Pledged Assets and Rights, the Pledgors irrevocably appoint the Pledgees (as a means the case may be and to comply with the obligations herein, each Pledgor irrevocably appoints extent permitted by the Agent Secured Documents) as its attorneytheir attorneys-in-fact, upon the occurrence and during the continuance of (i) any breach or violation by any Pledgor under this Agreement, (ii) any breach or violation under the Modular Brazil Pledge Agreement, or (iii) any Event of Default (as such term is defined under the Guaranties or the Loan Agreement), with the necessary powers to vote the Pledged Stock (to the maximum extent permitted by law), to execute amendments to the organizational documents of the Company, full authority to enter into contracts of assignment or purchase and salesale of the Pledged Assets and Rights, as well as to execute any and all documents related to such assignment or purchase and sale agreements and take any and all actions for the fulfillment which each of the Company’s obligations hereinPledgees, jointly or individually (as the case may be and subject to the terms of the Intercreditor Agreement), believes are necessary to accomplish the purposes of this Pledge Agreement, including but not limited to, the amicable sale of the Pledged Assets and Rights and the execution of exchange agreements for remittance of funds abroad. The Under the terms of Article 684 of the Brazilian Civil Code, the Pledgors shall maintain the appointment of the Pledgees (as the case may be and subject to the terms of the Intercreditor Agreement) as their attorneys-in-fact until such time as this appointment during the term of this Pledge Agreement is terminated pursuant to Section 9.11, and shall abstain from practicing taking any act action that may could reasonably be expected to adversely affect the fulfillment of the their obligations herein or that may adversely affect the exercise of the rights provided set forth in this Clause 8 Article VIII by the Agent or by the Lenders. 8.3 At any time after sending a notice as provided in the Loan Agreement of the occurrence and during the continuance of (i) any breach or violation by any Pledgor under this Agreement, (ii) any breach or violation under the Modular Brazil Pledge Agreement, or (iii) any Event of Default (as such term is defined under the Guaranties or the Loan Agreement), the Agent, acting for the benefit of the Lenders, or the Lenders, may, at their sole discretion, amicably sell the Pledged Assets and Rights, in all or in part, and in the manner they deem appropriate, without the need for any consent from the Pledgors or any third party, in such a way as to recover the entirety of its credits in the most efficient, fast, economical and transparent way possible. 8.3.1 The following procedure shall be followed in connection with any amicable sale of the Pledge Assets and Rights, which sale shall necessarily be made in compliance with all legal and regulatory provisions then applicable to the Agent or the LendersPledgees, as the case may be:. (a) SECTION 8.03. Subject to the Modular Brazil’s Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights to be disposed of shall be appraised by two firms appointed by the Agent, acting for the benefit terms of the LendersIntercreditor Agreement, or by the Lenders. These firms shall have expertise in independent auditing or economic appraisal of companies in general, and be duly qualified and have notorious experience in the appraisal of companies in the same business as the Company. The appraisals shall be carried out within thirty (30) calendar days from the date the appraising firms have been retained, and shall establish the minimum selling price for the Modular Brazil’s Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights, based on the economic value of such Modular Brazil’s Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights (i.e. discounted cash flow method, to the extent applicable). If the difference between the two appraisal reports is no greater than ten percent (10%), the lower of the two amounts established as the base value for the disposition of Modular Brazil’s Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights, as the case may be, will be used. If the difference between the two appraisal reports is greater than ten percent (10%), a third appraisal report will be prepared along the same lines by a different firm, and the average of the amounts obtained in the three reports shall be taken as the base value for the disposition of such assets; (b) the proceeds resulting from the disposition collection, or sale or other disposition, of the Modular Brazil’s Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights shall be used applied to pay the outstanding Guaranteed Obligations, Credit Facility Secured Obligations in accordance with due regard for the order of priorities established in Clause 2.4(b) Section 8.04 of the Loan Credit Agreement and applied to the Notes Secured Obligations in accordance with Section 6.10 of the Secured Notes Indenture. SECTION 8.04. Subject to the terms of the Intercreditor Agreement; (c) following , if the use of proceeds resulting from the disposition disposal of the Modular Brazil’s Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights as set forth in sub-item this Article VIII are sufficient to pay and discharge in full all Secured Obligations (b) aboveother than contingent indemnification obligations as to which no claim has been asserted), any proceeds in excess of the then outstanding amount of the Guaranteed Secured Obligations shall be delivered to the respective owner of the Modular Brazil’s Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights disposed of, but shall remain pledged hereunder in favor of the Agent, for the benefit of the Lenders, until such time as all Guaranteed Obligations have been finally and indefeasibly paid in full and this Agreement has been terminated pursuant to Clause 11 below;Pledgors. (d) if SECTION 8.05. If the proceeds resulting from the disposition of a portion of the Modular Brazil’s Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights are not sufficient to pay and discharge in full all Guaranteed Secured Obligations (other than contingent indemnification obligations as to which no claim has been asserted) that have not yet been paid and discharged, the Agent, for the benefit of the Lenders, or the Lenders, shall have the right to collect from the Pledgors the shortfall, and all other Modular Brazil’s Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights that may not have been disposed of shall remain pledged in favor of the AgentPledgees, as the case may be, and their successors and permitted assignees, for the benefit of the LendersSecured Parties, as the case may be, until such time as the Guaranteed Secured Obligations (other than contingent indemnification obligations as to which no claim has been asserted) have been finally and indefeasibly paid in full and this Pledge Agreement has been terminated pursuant to Clause 11 below; and (e) if there are no interested parties, or the base value for the disposition of the Modular Brazil’s Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights is not offered or otherwise reached, the Modular Brazil’s Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights may be sold for the highest bid made in accordance with the procedure set forth aboveSection 9.11. 8.4 SECTION 8.06. For the effectiveness of this ClauseArticle, the Pledgors hereby authorize, according to Clause [•] of the Articles of Association (Contrato Social) of the Company, authorize the disposition of their Pledged Stock Quotas or Additional Quotas to third parties parties. The Pledgors acknowledge and agree that any sale of any portion of the Quotas or Additional Quotas may be at prices and on terms less favorable than those that could be obtained through a regular sale of such quotas under normal circumstances, provided that such sale is conducted in accordance with this Section 8commercially reasonable terms. SECTION 8.07. The Pledgors hereby waive any claims that could arise as a result of a lower price being obtained at such sale for all or any portion of the Pledged Assets and Rights than the price that might have been obtained at a regular sale or as a result of such price being less than the aggregate amount due of the Secured Obligations, even if the Pledgees, as the case may be, accept the first offer received and do not offer the Pledged Assets and Rights to more than one offeree, provided that commercially reasonable practices are observed at such sale.

FORECLOSURE AND COLLECTION. 8.1 Without prejudice to 11.1 Notwithstanding the foregoing provisions, upon sending a notice from to the Agent as provided in the Loan Agreement, after Pledgor of the occurrence and during the continuance of (i) any breach or violation by any Pledgor under this Agreement, (ii) any breach or violation under the Modular Brazil Pledge Agreement, or (iii) any an “Event of Default Default” (as such term is defined under if the Guaranties Secured Obligations become due and payable and are not discharged or any of the Loan situations described in the Finance Agreement), the Agent, acting for the benefit of the Lenders, or the Lenders, are Pledgee is hereby irrevocably authorized and qualified (whether or not any foreclosure measure is taken against any Borrower the Pledgor and irrespective of any right that the Pledgors Pledgor may have to any benefit of order or similar right (which is hereby waived by Pledgors the Pledgor to the fullest extent permitted by law)) to dispose of, collect, receive, appropriate (to the extent that may be permitted under the laws of Brazil) and/or seize the Modular Brazil’s Pledged Assets and Rights or PR Borrower’s Pledged Assets and Rights (or part thereof), and may promptly amicably sell (pursuant to Clause 8.3.111.3), assign, grant a call option or options on, or otherwise dispose of and deliver the Modular Brazil’s Pledged Assets and Rights or PR Borrower’s Pledged Assets and Rights, in full or in part, at the price, in the manner, and under the terms and conditions that they deem appropriate, pursuant to the applicable law, regardless of any prior or subsequent notice to the PledgorsPledgor, with due regard to the provisions in articles Articles 1,433, item IV, and 1,435, item V, of the Brazilian Civil Code. 8.2 11.2 Pursuant to the provisions in articles 684 and of Article 1,433, item IV, of the Brazilian Civil Code, as a means to comply with and for the obligations hereinpurposes of foreclosure of the liens herein constituted and collection of the amounts under the Pledged Assets and Rights, each the Pledgor irrevocably appoints the Agent Pledgee as its attorney-in-fact, upon the occurrence and during the continuance of (i) any breach or violation by any Pledgor under this Agreement, (ii) any breach or violation under the Modular Brazil Pledge Agreement, or (iii) any Event of Default (as such term is defined under the Guaranties or the Loan Agreement), with the necessary powers to vote the Pledged Stock (to the maximum extent permitted by law), to execute amendments to the organizational documents of the Company, full authority to enter into contracts of assignment or purchase and salesale of the Pledged Assets and Rights, as well as to execute any and all documents related to such assignment or purchase and sale agreements and take any and all actions for which the fulfillment Pledgee believes are necessary to accomplish the purposes of this Agreement, including but not limited to, the amicable sale of the Company’s obligations hereinPledged Assets and Rights and the execution of exchange agreements for remittance of funds abroad. The Pledgors Under the terms of Article 684 of the Brazilian Civil Code, the Pledgor shall maintain this the appointment during of the term of Pledgee as its attorney-in-fact until such time as this Agreement is terminated pursuant to Clause 16, and shall abstain from practicing taking any act action that may could reasonably be expected to adversely affect the fulfillment of the its obligations herein or that may adversely affect the exercise of the rights provided set forth in this Clause 8 16 by the Agent or by Pledgee. The Pledgor acknowledges that the Lenderspowers conferred on the Pledgee hereunder are solely to protect its interest in the Pledged Assets and Rights and shall not impose any duty on the Pledgee to exercise any such powers. 8.3 At any time after 11.3 Upon sending a notice as provided in to the Loan Agreement Pledgor of the occurrence and during the continuance of (i) any breach or violation by any Pledgor under this Agreement, (ii) any breach or violation under the Modular Brazil Pledge Agreement, or (iii) any an Event of Default (as such term is defined under the Guaranties or the Loan Agreement)Default, the Agent, acting for the benefit of the Lenders, or the Lenders, Pledgee may, at their its sole discretion, and without incurring any liability to the Pledgor or any third party as a result thereof, amicably sell the Pledged Assets and Rights, in all or in part, and in the manner they deem it deems appropriate, without the need for any consent from the Pledgors Pledgor or any third party, in such a way as to recover the entirety of its the credits in the most efficient, fast, economical and transparent way possiblea commercially reasonable manner. 8.3.1 11.4 The following procedure shall be followed in connection with any amicable sale of the Pledge Assets and Rights, which sale shall necessarily be made in compliance with all legal and regulatory provisions then applicable to the Agent or the Lenders, as the case may be: (a) the Modular Brazil’s Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights to be disposed of shall be appraised by two firms appointed by the Agent, acting for the benefit of the Lenders, or by the Lenders. These firms shall have expertise in independent auditing or economic appraisal of companies in general, and be duly qualified and have notorious experience in the appraisal of companies in the same business as the Company. The appraisals shall be carried out within thirty (30) calendar days from the date the appraising firms have been retained, and shall establish the minimum selling price for the Modular Brazil’s Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights, based on the economic value of such Modular Brazil’s Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights (i.e. discounted cash flow method, to the extent applicable). If the difference between the two appraisal reports is no greater than ten percent (10%), the lower of the two amounts established as the base value for the disposition of Modular Brazil’s Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights, as the case may be, will be used. If the difference between the two appraisal reports is greater than ten percent (10%), a third appraisal report will be prepared along the same lines by a different firm, and the average of the amounts obtained in the three reports shall be taken as the base value for the disposition of such assets; (b) the proceeds resulting from the disposition of the Modular Brazil’s Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights shall be used to pay the outstanding Guaranteed Secured Obligations, as well as any fees, expenses and amounts owed to the Pledgee as a result of the performance of its duties herein established with due regard for to the order of priorities established in Clause 2.4(b) of the Loan Agreement;12 below. (c) following 11.5 Following the use of proceeds resulting from the disposition disposal of the Modular Brazil’s Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights as set forth in sub-item (b) Clause 11.4 above, any proceeds in excess of the then outstanding amount of the Guaranteed Secured Obligations shall be delivered to the respective owner of the Modular Brazil’s Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights disposed ofPledgor, but shall remain pledged hereunder in favor of the AgentPledgee, for the benefit of the Lendersas first priority pledge, until such time as all Guaranteed Secured Obligations have been finally and indefeasibly paid in full and this Agreement has been terminated pursuant to Clause 11 below;16. (d) if 11.6 If the proceeds resulting from the disposition of the Modular Brazil’s Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights are not sufficient to pay and discharge all Guaranteed Secured Obligations that have not yet been paid and discharged, the Agent, for the benefit of the Lenders, or the Lenders, Pledgee shall have the right to collect from the Pledgors Pledgor the shortfall, and all other Modular Brazil’s Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights that may not have been disposed of shall remain pledged in favor of the AgentPledgee, for the benefit of the Lendersas first priority pledge, until such time as the Guaranteed Secured Obligations have been finally and indefeasibly paid in full and this Agreement has been terminated pursuant to Clause 11 below; and (e) if there are no interested parties, or the base value for the disposition of the Modular Brazil’s Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights is not offered or otherwise reached, the Modular Brazil’s Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights may be sold for the highest bid made in accordance with the procedure set forth above16. 8.4 11.7 For the effectiveness of this Clause, the Pledgors Pledgor hereby authorize, according to Clause [•] of the Articles of Association (Contrato Social) of the Company, authorizes the disposition of their Pledged Stock its Quotas or Additional Quotas to third parties parties. The Pledgor acknowledges and agrees that any sale of any portion of the Quotas or Additional Quotas may be at prices and on terms less favorable than those that could be obtained through a regular sale of such quotas under normal circumstances (provided that any such sale shall not result in preço vil, in accordance with the applicable legislation) and, notwithstanding such circumstances, acknowledge and agree that any such sale shall be deemed to have been made on commercially reasonable terms and that the Pledgee shall have no obligation to engage in regular sales. 11.8 The Pledgor hereby waives any claims against the Pledgee that could arise as a result of a lower price being obtained at such sale for all or any portion of the Pledged Assets and Rights than the price that might have been obtained at a regular sale or as a result of such price being less than the aggregate amount due of the Secured Obligations, even if the Pledgee accepts the first offer received and does not offer the Pledged Assets and Rights to more than one offeree. 11.9 The Pledgor hereby undertakes not to exercise any rights which may pass to the Pledgor by subrogation or otherwise, including but not limited to, any recourse claim against any person which the Pledgor may acquire (i) in the event that the Pledgor pays any debt of an obligor or (ii) in the case of an enforcement by the Pledgee of its rights under this Section 8Agreement.

FORECLOSURE AND COLLECTION. 8.1 Without prejudice to the foregoing provisions, upon notice from the Agent as provided in the Loan Agreement, after the occurrence and during the continuance of (i) any breach or violation by any Pledgor under this Agreement, or (ii) any breach or violation under the Modular Brazil Pledge Agreement, or (iii) any Event of Default (as such term is defined under the Guaranties or the Loan Agreement), the Agent, acting for the benefit of the Lenders, or the Lenders, are hereby irrevocably authorized and qualified (whether or not any foreclosure measure is taken against any Borrower and irrespective of any right that the Pledgors may have to any benefit of order or similar right (which is hereby waived by Pledgors to the fullest extent permitted by law) to dispose of, collect, receive, appropriate and/or seize the Modular Brazil’s Foreign Holdings’ Pledged Assets and Rights or PR Borrower’s Pledged Assets and Rights (or part thereof), and may promptly amicably sell (pursuant to Clause 8.3.1), assign, grant a call option or options on, or otherwise dispose of and deliver the Modular Brazil’s Foreign Holdings’ Pledged Assets and Rights or PR Borrower’s Pledged Assets and Rights, in full or in part, at the price, in the manner, and under the terms and conditions that they deem appropriate, pursuant to the applicable law, regardless of any prior or subsequent notice to the Pledgors, with due regard to the provisions in articles 1,433, item IV, and 1,435, item V, of the Brazilian Civil Code. 8.2 Pursuant to the provisions in articles 684 and 1,433, item IV, of the Brazilian Civil Code, as a means to comply with the obligations herein, each Pledgor irrevocably appoints the Agent as its attorney-in-fact, upon the occurrence and during the continuance of (i) any breach or violation by any Pledgor under this Agreement, or (ii) any breach or violation under the Modular Brazil Pledge Agreement, or (iii) any Event of Default (as such term is defined under the Guaranties or the Loan Agreement), with the necessary powers to vote the Pledged Stock (to the maximum extent permitted by law), to execute amendments to the organizational documents of the Company, to enter into contracts of assignment or purchase and sale, as well as to execute any and all documents and take any and all actions for the fulfillment of the Company’s obligations herein. The Pledgors shall maintain this appointment during the term of this Agreement and shall abstain from practicing any act that may adversely affect the fulfillment of the obligations herein or that may adversely affect the exercise of rights provided in this Clause 8 by the Agent or by the Lenders. 8.3 At any time after sending a notice as provided in the Loan Agreement of the occurrence and during the continuance of (i) any breach or violation by any Pledgor under this Agreement, or (ii) any breach or violation under the Modular Brazil Pledge Agreement, or (iii) any Event of Default (as such term is defined under the Guaranties or the Loan Agreement), the Agent, acting for the benefit of the Lenders, or the Lenders, may, . at their sole discretion, amicably sell the Pledged Assets and Rights, in all or in part, and in the manner they deem appropriate, without the need for any consent from the Pledgors or any third party, in such a way as to recover the entirety of its credits in the most efficient, fast, economical and transparent way possible. 8.3.1 The following procedure shall be followed in connection with any amicable sale of the Pledge Assets and Rights, which sale shall necessarily be made in compliance with all legal and regulatory provisions then applicable to the Agent or the Lenders, as the case may be: (a) the Modular Brazil’s Foreign Holdings’ Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights to be disposed of shall be appraised by two firms appointed by the Agent, acting for the benefit of the Lenders, or by the Lenders. These firms shall have expertise in independent auditing or economic appraisal of companies in general, and be duly qualified and have notorious experience in the appraisal of companies in the same business as the Company. The appraisals shall be carried out within thirty (30) calendar days from the date the appraising firms have been retained, and shall establish the minimum selling price for the Modular Brazil’s Foreign Holdings’ Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights, based on the economic value of such Modular Brazil’s Foreign Holdings’ Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights (i.e. discounted cash flow method, to the extent applicable). If the difference between the two appraisal reports is no greater than ten percent (10%), the lower of the two amounts established as the base value for the disposition of Modular Brazil’s Foreign Holdings’ Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights, as the case may be, will be used. If the difference between the two appraisal reports is greater than ten percent (10%), a third appraisal report will be prepared along the same lines by a different firm, and the average of the amounts obtained in the three reports shall be taken as the base value for the disposition of such assets; (b) the proceeds resulting from the disposition of the Modular Brazil’s Foreign Holdings’ Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights shall be used to pay the outstanding Guaranteed Obligations, with due regard for the order of priorities established in Clause 2.4(b) of the Loan Agreement; (c) following the use of proceeds resulting from the disposition of the Modular Brazil’s Foreign Holdings” Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights as set forth in sub-item (b) above, any proceeds in excess of the then outstanding amount of the Guaranteed Obligations shall be delivered to the respective owner of the Modular Brazil’s Foreign Holdings’ Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights disposed of, but shall remain pledged hereunder in favor of the Agent, for the benefit of the Lenders, until such time as all Guaranteed Obligations have been finally and indefeasibly paid in full and this Agreement has been terminated pursuant to Clause 11 below; (d) if the proceeds resulting from the disposition of the Modular Brazil’s Foreign Holdings’ Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights are not sufficient to pay and discharge all Guaranteed Obligations that have not yet been paid and discharged, the Agent, for the benefit of the Lenders, or the Lenders, shall have the right to collect from the Pledgors Pledgers the shortfall, and all other Modular Brazil’s Foreign Holdings’ Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights that may not have been disposed of shall remain pledged in favor of the Agent, for the benefit of the Lenders, until such time as the Guaranteed Obligations have been finally and indefeasibly paid in full and this Agreement has been terminated pursuant to Clause 11 below; and (e) if there are no interested parties, or the base value for the disposition of the Modular Brazil’s Foreign Holdings’ Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights is not offered or otherwise reached, the Modular Brazil’s Foreign Holdings’ Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights may be sold for the highest bid made in accordance with the procedure set forth above. 8.4 For the effectiveness of this Clause, the Pledgors hereby authorize, according to Clause [•] 18 of the Articles of Association (Contrato Social) of the Company, the disposition of their Pledged Stock to third parties in accordance with this Section 8.

FORECLOSURE AND COLLECTION. 8.1 Without SECTION 6.01. Subject to the terms of the Intercreditor Agreement, without prejudice to the foregoing provisions, upon sending a notice from to the Agent as provided in the Loan Agreement, after Pledgor of the occurrence of an Enforcement Event, the Pledgees (as the case may be and during to the continuance of extent permitted by the Secured Documents) are hereby irrevocably authorized (i) to verify under reasonable procedures the quantity, value, condition and status of, or any breach or violation by any Pledgor under this Agreementother matter relating to, the Pledged Bank Accounts, (ii) to send a notice to all Banks, with a copy to the Pledgor, related to the Pledged Bank Accounts being enforced, substantially in the form of Exhibit 5 hereto (the “Enforcement Notice”), (a) informing its decision to enforce this Pledge Agreement and identifying the Bank Accounts being enforced under this instrument and (b) instructing the relevant Bank to conduct any breach or violation under transfer order related to the Modular Brazil Pledge Agreement, or Bank Accounts only pursuant to the instructions received from the Pledgees; and (iii) any Event of Default (as such term is defined under the Guaranties or the Loan Agreement), the Agent, acting for the benefit of the Lenders, or the Lenders, are hereby irrevocably authorized to enforce and qualified (whether or not any foreclosure measure is taken against any Borrower and irrespective of any right that the Pledgors may have to any benefit of order or similar right (which is hereby waived by Pledgors to the fullest extent permitted by law) to dispose of, collect, receive, appropriate and/or seize the Modular Brazil’s Pledged Assets and Rights or PR Borrower’s Pledged Assets and Rights (or part thereof), and may promptly amicably sell (pursuant to Clause 8.3.1), assign, grant a call option or options on, or otherwise dispose of and deliver the Modular Brazil’s Pledged Assets and Rights or PR Borrower’s Pledged Assets and Rights, in full or in part, at the price, collect all amounts deposited in the manner, and under the terms and conditions that they deem appropriate, Pledged Bank Accounts pursuant to the applicable law, regardless of any prior or subsequent notice to the Pledgors, with due regard to the provisions in articles 1,433, item IV, and 1,435, item V, of the Brazilian Civil Code. 8.2 Pursuant to the provisions in articles 684 and 1,433, item IV, of the Brazilian Civil Code, as a means to comply with the obligations herein, each Pledgor irrevocably appoints the Agent as its attorney-in-fact, upon the occurrence and during the continuance of (i) any breach or violation by any Pledgor under this Agreement, (ii) any breach or violation under the Modular Brazil Pledge Agreement, or (iii) any Event of Default (as such term is defined under the Guaranties or the Loan Agreement), with the necessary powers to vote the Pledged Stock (to the maximum extent permitted by law), to execute amendments to the organizational documents of the Company, to enter into contracts of assignment or purchase and salelaws, as well as exercise all rights and powers related to execute any and all documents and take any and all actions for such Pledged Bank Accounts as conferred by such laws. SECTION 6.02. Subject to the fulfillment terms of the Company’s obligations herein. The Pledgors shall maintain this appointment during Intercreditor Agreement, the term of this Agreement and shall abstain from practicing any act that may adversely affect the fulfillment rights of the obligations herein or that may adversely affect the exercise of rights provided in this Clause 8 by the Agent or by the Lenders. 8.3 At any time after sending a notice as provided in the Loan Agreement of the occurrence and during the continuance of (i) any breach or violation by any Pledgor under this Agreement, (ii) any breach or violation under the Modular Brazil Pledge Agreement, or (iii) any Event of Default (as such term is defined under the Guaranties or the Loan Agreement), the Agent, acting for the benefit of the Lenders, or the Lenders, may, at their sole discretion, amicably sell the Pledged Assets and Rights, in all or in part, and in the manner they deem appropriate, without the need for any consent from the Pledgors Pledgees or any third party, in such a way as to recover the entirety of its credits in the most efficient, fast, economical and transparent way possible. 8.3.1 The following procedure designee thereof under Section 6.01 shall be followed in connection with any amicable sale of the Pledge Assets and Rights, which sale shall necessarily be made in compliance with all legal and regulatory provisions then applicable to the Agent or the Lenders, as the case may be: (a) the Modular Brazil’s Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights to be disposed of shall be appraised by two firms appointed by the Agent, acting for the benefit of the Lenders, or by the Lenders. These firms shall have expertise in independent auditing or economic appraisal of companies in general, and be duly qualified and have notorious experience in the appraisal of companies in the same business as the Company. The appraisals shall be carried out within thirty (30) calendar days from the date the appraising firms have been retained, and shall establish the minimum selling price for the Modular Brazil’s Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights, based on the economic value of such Modular Brazil’s Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights (i.e. discounted cash flow methodinclude, to the extent applicable). If permitted by the difference between the two appraisal reports is no greater than ten percent (10%)applicable laws, the lower all of the two following: (i) the right to use the amounts established deposited in the Pledged Bank Accounts for payment of the Secured Obligations; and (ii) the right to retain all such amounts as the base value a guaranty for the disposition of Modular Brazil’s Pledged Assets Secured Obligations becoming due; and Rights or apply such amounts to reduce the PR Borrower’s Pledged Assets and RightsSecured Obligations when due, as in each case, to the case may be, will be usedextent permitted under the Secured Documents. SECTION 6.03. If Subject to the difference between the two appraisal reports is greater than ten percent (10%), a third appraisal report will be prepared along the same lines by a different firm, and the average terms of the amounts obtained Intercreditor Agreement, if the proceeds deposited in the three reports shall be taken as the base value for the disposition of such assets; (b) the proceeds resulting from the disposition of the Modular Brazil’s Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights shall be used to pay the outstanding Guaranteed Obligations, with due regard for the order of priorities established in Clause 2.4(b) of the Loan Agreement; (c) following the use of proceeds resulting from the disposition of the Modular Brazil’s Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights Bank Accounts as set forth in sub-item this Article VI are sufficient to pay and discharge in full all Secured Obligations (bother than contingent indemnification obligations as to which no claim has been asserted) aboveand all other payments due under the Secured Documents, any proceeds in excess of the then outstanding amount of the Guaranteed Secured Obligations shall be delivered to the respective owner of Pledgor. SECTION 6.04. If the Modular Brazil’s proceeds deposited in the Pledged Assets Bank Accounts are not sufficient to pay and Rights or discharge in full all Secured Obligations (other than contingent indemnification obligations as to which no claim has been asserted) and any other payment due under the PR Borrower’s Secured Documents that have not yet been paid and discharged, all other deposits make in the Pledged Assets and Rights disposed of, but Bank Accounts shall remain pledged hereunder in favor of the AgentPledgees, as the case may be, and their successors and permitted assignees, for the benefit of the LendersSecured Parties, as the case may be, until such time as all Guaranteed the Secured Obligations (other than contingent indemnification obligations as to which no claim has been asserted) have been finally and indefeasibly paid in full and this Pledge Agreement has been terminated pursuant to Clause 11 below;Section 7.11. (d) if the proceeds resulting from the disposition SECTION 6.05. For purposes of the Modular Brazil’s Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights are not sufficient to pay and discharge all Guaranteed Obligations that have not yet been paid and discharged, the Agent, for the benefit payment of the LendersSecured Obligations, or the Lenders, shall have the right to collect from the Pledgors the shortfall, and all other Modular Brazil’s Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights that may not have been disposed of shall remain pledged in favor as a result of the Agent, for the benefit of the Lenders, until such time as the Guaranteed Obligations have been finally and indefeasibly paid in full and this Agreement has been terminated pursuant to Clause 11 below; and (e) if there are no interested parties, or the base value for the disposition of the Modular Brazil’s Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights is not offered or otherwise reached, the Modular Brazil’s Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights may be sold for the highest bid made in accordance with the procedure set forth above. 8.4 For the effectiveness provisions of this ClauseArticle VI, all proceeds received by the Pledgors hereby authorize, according to Clause [•] of Pledgees shall be considered and converted at the Articles of Association (Contrato Social) of date on which the Company, relevant amounts are received by the disposition of their Pledged Stock to third parties in accordance with this Section 8Pledgees at the Conversion Rate.