Common use of Pledge; Grant of Security Interest Clause in Contracts

Pledge; Grant of Security Interest. (a) In order to secure the full and prompt payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all the Secured Obligations, which for the purposes of Article 1,424 of Brazilian Federal Law number 10,406 of January 10, 2002 (“Brazilian Civil Code”), are described in Schedule A hereto (and which the Grantor hereby acknowledges and recognizes for all legal purposes), and all of the obligations of the Grantor hereunder, the Grantor hereby pledges to the Collateral Agent, for the benefit of the Secured Parties, hereby represented by the Collateral Agent, pursuant to the provisions of Articles 1,431 et seq. (including Article 1,451) of the Brazilian Civil Code, the following, whether now existing or hereafter acquired: (i) all of the Grantor’s credit rights, rights to revenues, claims and receivables of any kind under any individual contract or claim which have an aggregate value equal to, or above, R$1,000,000.00 (one million reais) (“Material Credit Rights”), now existing or arising in the future under the contracts listed in Schedule B hereto and any proceeds of the foregoing (collectively, the “Pledged Assets”); and (ii) all of the Grantor’s additional Material Credit Rights which may, from time to time, be acquired by the Grantor in any manner including, but not limited to, any additional contracts and instruments entered into by the Grantor, whether or not in addition to, in substitution of, as a conversion of or in exchange for the current existent Pledged Assets (“Additional Pledged Assets”). (b) The Grantor shall keep the Pledged Assets as a depositary (fiel depositário), representing and accepting all the charges and liabilities in accordance with the terms hereof and with the applicable legislation, including those of Article 627 et. seq. of the Brazilian Civil Code, for the safeguarding and maintenance of the Pledged Assets, for as long as this Agreement is in full force and effect.

Pledge; Grant of Security Interest. (a) In order to secure the full and prompt payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all the Secured Obligations, which which, for the purposes of Article 1,424 of Brazilian Federal Law number 10,406 of January 10, 2002 (“Brazilian Civil Code”), are described in Schedule A hereto to the Agreement (and which the Grantor hereby acknowledges and recognizes for all legal purposes), and all of the obligations of the Grantor under the Agreement and hereunder, the Grantor hereby pledges to the Collateral Agent, for the benefit of the Secured Parties, hereby represented by the Collateral Agent, pursuant to the provisions of Articles 1,431 et seq. (including Article 1,451) of the Brazilian Civil Code, the following, whether now existing or hereafter acquired: (i) all of the Grantor’s credit rights, rights to revenues, claims and receivables of any kind under any individual contract or claim which have an aggregate value equal to, or above, R$1,000,000.00 (one million reais) (“Material Credit Rights”), now existing or arising in the future under the contracts listed in Schedule B hereto to the Agreement and any proceeds of the foregoing (collectively, the “Pledged Assets”); and (ii) all of the Grantor’s additional Material Credit Rights which may, from time to time, be acquired by the Grantor in any manner including, but not limited to, any additional contracts and instruments entered into by the Grantor, whether or not in addition to, in substitution of, as a conversion of or in exchange for the current existent Pledged Assets (“Additional Pledged Assets”). (b) The Grantor shall keep the Pledged Assets as a depositary (fiel depositário), ) representing and accepting all the charges and liabilities in accordance with the terms of the Agreement and hereof and with the applicable legislation, including those of Article 627 et. seq. of the Brazilian Civil Code, for the safeguarding and maintenance of the Pledged Assets, for as long as this the Agreement and hereunder is in full force and effect. (c) As a consequence of the pledge of the Additional Pledged Assets pursuant to this Amendment, Schedule B of the Agreement is hereby amended and shall read as stated in the Annex hereto, which, upon registration of this Amendment as set forth in Section 3 below, shall replace any Schedule B of the Agreement.

Pledge; Grant of Security Interest. (a) In order to secure the full and prompt payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all the Secured Obligations, which which, for the purposes of Article 1,424 of Brazilian Federal Law number 10,406 of January 10, 2002 (“the Brazilian Civil Code”), are described in Schedule A hereto (and which the Grantor Borrower hereby acknowledges and recognizes for all legal purposes), and all of the obligations of Borrower owing to the Grantor hereunderBank (collectively, the “Secured Obligations”), Grantor hereby pledges to the Collateral Agent, for the benefit of the Secured Parties, hereby represented by the Collateral Agent, pursuant to the provisions of Articles 1,431 1,451 et seq. (including Article 1,451) of the Brazilian Civil CodeCode (Federal Law no. 10,406/02) and Article 39 of Federal Law no. 6,404/76 (the Brazilian Corporations Act, as amended), the following, whether now existing or hereafter acquired: (i) all 1,507,701 of the shares held by Grantor’s credit rights, rights to revenues, claims and receivables of any kind under any individual contract or claim which have an aggregate value equal to, or above, R$1,000,000.00 (one million reais) (“Material Credit Rights”), now existing or arising in the future under the contracts listed as indicated in Schedule B hereto and any proceeds (as amended from time to time), representing on the date hereof the percentage of 100% of the foregoing Capital Stock of the Qualytextil (collectively, the “Pledged AssetsShares”); and; (ii) all additional shares in the Capital Stock of the Grantor’s additional Material Credit Rights Qualytextil which may, may from time to timetime be subscribed, be purchased or acquired by the Grantor in any manner (including, but not limited to, any additional contracts and instruments entered into shares acquired by the Grantorconsolidation, merger, exchange of stock, stock split, or corporate reorganization or otherwise), whether or not in addition to, in substitution of, as a conversion of or in exchange for the current existent Pledged Assets (“Additional Pledged Assets”). (b) The Grantor shall keep the Pledged Assets as a depositary (fiel depositário), representing and accepting all the charges and liabilities in accordance with the terms hereof and with the applicable legislation, including those of Article 627 et. seq. any shares of the Brazilian Civil CodeQualytextil held by Grantor, for together with all options, warrants or rights of any nature whatsoever that may be issued or granted by the safeguarding and maintenance Qualytextil to Grantor in respect of its interest in the Pledged Assets, for as long as Qualytextil while this Agreement is in full force effect (“Additional Shares” and, together with the Shares , the “Pledged Shares”); and (iii) all profits, income, cash, rights, distributions, interests on capital and effectall other amounts received, receivable or otherwise distributed to it upon any collection, exchange, sale or other disposition of any of the Pledged Shares, and any property into which any of the Pledged Shares is converted (including any deposits, securities or negotiable instruments).

Pledge; Grant of Security Interest. (a) In order to secure the full and prompt payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all the Secured Obligations, which for the purposes of Article 1,424 of Brazilian Federal Law number 10,406 of January 10, 2002 (“Brazilian Civil Code”), are described in Schedule A hereto (and which the Grantor hereby acknowledges and recognizes for all legal purposes), and all of the obligations of the Grantor hereunder, the Grantor hereby pledges to the Collateral Agent, for the benefit of the Secured Parties, hereby represented by the Collateral Agent, pursuant to the provisions of Articles 1,431 et seq. (including Article 1,4511,447) of the Brazilian Civil Code, the following, whether now existing or hereafter acquired: (i) all of the Grantor’s credit rightsinventory of raw materials, rights industrialized products and other goods, comprised on the date hereof of raw materials, industrialized products and other goods described in Schedule B hereto and all of the Grantor’s additional inventory of raw materials, industrialized products and other goods which may, from time to revenuestime, claims be acquired or produced by the Grantor, or which may become a part of, by any other manner, the inventory of the Grantor (“Pledged Inventory”); (ii) all of the Grantor’s equipment and receivables assets of any kind under any individual contract or claim which individually have an aggregate value equal to, or above, R$1,000,000.00 (one million reaisReais) (“Material Credit RightsEquipment”), now existing or arising in the future under the contracts listed ) as described in Schedule B C hereto and any proceeds of the foregoing (collectively, the “Pledged Equipment” and, together with the Pledged Inventory, the “Pledged Assets”); and (iiiii) all of the Grantor’s additional Material Credit Rights Equipment, which may, from time to time, be acquired by the Grantor in any manner including, but not limited to, any additional contracts equipment and instruments entered into by the Grantorassets acquired as result of purchase agreements, whether or not in addition toexchanges, in substitution ofreplacements and upgrades, as a conversion of succession rights, corporate transactions or in exchange for the current existent Pledged Assets any other manner (“Additional Pledged AssetsEquipment”). (b) The Grantor shall keep the Pledged Assets as a depositary (fiel depositário), representing and accepting all the charges and liabilities in accordance with the terms hereof and with the applicable legislation, including those of Article 627 et. seq. of the Brazilian Civil Code, for the safeguarding and maintenance of the Pledged Assets, for as long as this Agreement is in full force and effect.

Pledge; Grant of Security Interest. (a) In order to secure the full and prompt payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all the Secured Obligations, which which, for the purposes of Article 1,424 of Brazilian Federal Law number 10,406 of January 10, 2002 (“Brazilian Civil Code”), are described in Schedule A hereto (and which the Grantor hereby acknowledges and recognizes for all legal purposes), and all of the obligations of the Grantor hereunder, the Grantor hereby pledges to the Collateral Agent, for the benefit of the Secured Parties, hereby represented by the Collateral Agent, pursuant to the provisions of Articles 1,431 et seq. (including Article 1,451) of the Brazilian Civil Code, the following, whether now existing or hereafter acquired: (i) all of 180,573,961 (one hundred and eighty million, five hundred and seventy three thousand, nine hundred and sixty one) quotas, owned by the Grantor’s credit rights, rights to revenues, claims and receivables of any kind under any individual contract or claim which have an aggregate value equal to, or above, R$1,000,000.00 (one million reais) (“Material Credit Rights”), now existing or arising in the future under the contracts listed as indicated in Schedule B hereto (as amended from time to time), representing on the date hereof the equivalent to R$180,573,961.00 (one hundred and any proceeds eighty million, five hundred and seventy three thousand, nine hundred and sixty one reais) and being 99.99% (ninety-nine point nine-nine) of the foregoing capital stock of the Company (collectively“Quotas”). For the avoidance of doubt, the “Pledged Assets”); andone quota of the Company that is not owned by the Grantor is not subject to the terms of this Agreement; (ii) all additional quotas or shares representing the capital stock of the Grantor’s additional Material Credit Rights Company which may, may from time to timetime be subscribed, be purchased or acquired by the Grantor in any manner (including, but not limited to, any additional contracts and instruments entered into quotas acquired by the Grantorconsolidation, merger, exchange of stock, stock split, corporate reorganization or otherwise), whether or not in addition to, in substitution of, as a conversion of or in exchange for any quotas of the current existent Pledged Assets Company held by the Grantor, together with all options, warrants or rights of any nature whatsoever that may be issued or granted by the Company to the Grantor in respect of its interest in the Company, so as to pledge 100% of the quotas issued by the Company that are also held by Grantor (“Additional Quotas” and, together with the Quotas, the “Pledged AssetsQuotas”); and (iii) all profits, income, cash, rights, distributions, interests on capital and all other amounts received, receivable or otherwise distributed to it upon any collection or exchange of any of the Pledged Quotas, and any property into which any of the Pledged Quotas is converted (including any deposits, securities or negotiable instruments, provided that if no Enforcement Event has occurred and is continuing, Grantor may freely distribute, use and dispose of any dividends, profits or interest on own capital (juros sobre capital próprio) generated by the Pledged Quotas). (b) The Grantor shall keep the Pledged Assets Quotas it holds as a depositary (fiel depositário), representing and accepting all the charges and liabilities in accordance with the terms hereof and with the applicable legislation, including those of Article 627 et. seq. of the Brazilian Civil Code, for the safeguarding and maintenance of the Pledged AssetsQuotas, for as long as this Agreement is in full force and effect.

Pledge; Grant of Security Interest. (a) In order to secure the full and prompt payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all the Secured Obligations, which which, for the purposes of Article 1,424 of Brazilian Federal Law number 10,406 of January 10, 2002 (“Brazilian Civil Code”), are described in Schedule A hereto to the Agreement (and which the Grantor hereby acknowledges and recognizes for all legal purposes), and all of the obligations of the Grantor hereunderunder the Agreement and hereunder (collectively, the “Secured Obligations”), the Grantor hereby pledges to the Collateral Agent, for the benefit of the Secured Parties, hereby represented by the Collateral Agent, pursuant to the provisions of Articles 1,431 et seq. (including Article 1,4511,447) of the Brazilian Civil Code, the following, whether now existing or hereafter acquired: (i) following assets: all of the Grantor’s credit rights, rights to revenues, claims equipment and receivables of any kind under any individual contract or claim which have an aggregate value equal to, or above, R$1,000,000.00 (one million reais) (“Material Credit Rights”), now existing or arising in the future under the contracts listed assets described in Schedule B hereto and any proceeds and products relating to or arising from the equipment and assets referred above, including any proceeds or product hereafter received upon the sale, exchange, lease or any disposition of the foregoing any such equipment and assets (collectively, the “Pledged Assets”); and (ii) all of the Grantor’s additional Material Credit Rights which may, from time to time, be acquired by the Grantor in any manner including, but not limited to, any additional contracts and instruments entered into by the Grantor, whether or not in addition to, in substitution of, as a conversion of or in exchange for the current existent Pledged Assets (“Additional Pledged Assets”). (b) The Grantor shall keep the Pledged Assets as a depositary (fiel depositário), ) representing and accepting all the charges and liabilities in accordance with the terms hereof and with the applicable legislation, including those of Article 627 et. seq. of the Brazilian Civil Code, for the safeguarding and maintenance of the Pledged Assets, for as long as this Agreement is in full force and effect. (c) As a consequence of the pledge of the Additional Pledged Equipment pursuant to this Amendment, Schedule C of the Agreement is hereby amended and shall read as stated in the Annex hereto, which, upon registration of this Amendment as set forth in Section 3 below, shall replace any Schedule C of the Agreement.