Common use of FORECLOSURE AND COLLECTION Clause in Contracts

FORECLOSURE AND COLLECTION. SECTION 6.01. Subject to the terms of the Intercreditor Agreement, without prejudice to the foregoing provisions, upon sending a notice to the Pledgor of the occurrence of an Enforcement Event, the Pledgees (as the case may be and to the 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 other 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 transfer order related to the Bank Accounts only pursuant to the instructions received from the Pledgees; and (iii) to enforce and collect all amounts deposited in the Pledged Bank Accounts pursuant to the applicable Brazilian laws, as well as exercise all rights and powers related to such Pledged Bank Accounts as conferred by such laws. SECTION 6.02. Subject to the terms of the Intercreditor Agreement, the rights of the Pledgees or any designee thereof under Section 6.01 shall include, to the extent permitted by the applicable laws, all of the following: (i) the right to use the amounts deposited in the Pledged Bank Accounts for payment of the Secured Obligations; and (ii) the right to retain all such amounts as a guaranty for the Secured Obligations becoming due; and apply such amounts to reduce the Secured Obligations when due, in each case, to the extent permitted under the Secured Documents. SECTION 6.03. Subject to the terms of the Intercreditor Agreement, if the proceeds deposited in the Pledged Bank Accounts as set forth in this Article VI are sufficient to pay and discharge in full all Secured Obligations (other than contingent indemnification obligations as to which no claim has been asserted) and all other payments due under the Secured Documents, any proceeds in excess of the then outstanding amount of the Secured Obligations shall be delivered to the Pledgor. SECTION 6.04. If the proceeds deposited in the Pledged Bank Accounts are not sufficient to pay and 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 Secured Documents that have not yet been paid and discharged, all other deposits make in the Pledged Bank Accounts shall remain pledged in favor of the Pledgees, as the case may be, and their successors and permitted assignees, for the benefit of the Secured Parties, as the case may be, until such time as 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 Section 7.11. SECTION 6.05. For purposes of the payment of the Secured Obligations, as a result of the provisions of this Article VI, all proceeds received by the Pledgees shall be considered and converted at the date on which the relevant amounts are received by the Pledgees at the Conversion Rate.

FORECLOSURE AND COLLECTION. SECTION 6.01. Subject to the terms of the Intercreditor Agreement, without prejudice to 11.1 Notwithstanding the foregoing provisions, upon sending a notice to the Pledgor of the occurrence and continuance of an Enforcement Event“Event of Default” (if the Secured Obligations become due and payable and are not discharged or any of the situations described in the Finance Agreement), the Pledgees (as the case may be and to the extent permitted by the Secured Documents) are Pledgee is hereby irrevocably authorized (iwhether or not any foreclosure measure is taken against the Pledgor and irrespective of any right that the Pledgor may have to any benefit of order or similar right (which is hereby waived by the Pledgor to the fullest extent permitted by law)) to verify under reasonable procedures the quantity, value, condition and status dispose of, or any other matter relating tocollect, receive, appropriate (to the extent that may be permitted under the laws of Brazil) and/or seize the Pledged Bank AccountsAssets and Rights (or part thereof), and may promptly amicably sell (ii) pursuant to send Clause 11.3), assign, grant a call option or options on, or otherwise dispose of and deliver the 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 all Banks, with a copy to the Pledgor, related with due regard to the Pledged Bank Accounts being enforcedprovisions in Articles 1,433, substantially in item IV, and 1,435, item V, of 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 transfer order related Brazilian Civil Code. 11.2 Pursuant to the Bank Accounts only pursuant to provisions of Article 1,433, item IV, of the instructions received from Brazilian Civil Code, and for the Pledgees; purposes of foreclosure of the liens herein constituted and (iii) to enforce and collect all collection of the amounts deposited in under the Pledged Bank Accounts pursuant Assets and Rights, the Pledgor irrevocably appoints the Pledgee as its attorney-in-fact, with full authority to enter into contracts of assignment or purchase and sale of the applicable Brazilian lawsPledged Assets and Rights, as well as exercise to execute any and all rights and powers documents related to such assignment or purchase and sale agreements and take any and all actions which the Pledgee believes are necessary to accomplish the purposes of this Agreement, including but not limited to, the amicable sale of the Pledged Bank Accounts as conferred by such laws. SECTION 6.02Assets and Rights and the execution of exchange agreements for remittance of funds abroad. Subject to Under the terms of Article 684 of the Intercreditor AgreementBrazilian Civil Code, the rights Pledgor shall maintain the appointment of the Pledgees Pledgee as its attorney-in-fact until such time as this Agreement is terminated pursuant to Clause 16, and shall abstain from taking any action that could reasonably be expected to adversely affect the fulfillment of its obligations herein or any designee thereof under Section 6.01 shall include, to the extent permitted exercise of the rights set forth in this Clause 16 by the applicable laws, all of Pledgee. The Pledgor acknowledges that the following: (i) powers conferred on the right Pledgee hereunder are solely to use the amounts deposited protect its interest in the Pledged Bank Accounts for payment Assets and Rights and shall not impose any duty on the Pledgee to exercise any such powers. 11.3 Upon sending a notice to the Pledgor of the occurrence and continuance of an Event of Default, the Pledgee may, at 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 it deems appropriate, without the need for any consent from the Pledgor or any third party, in such a way as to recover the entirety of the credits in a commercially reasonable manner. 11.4 The proceeds resulting from the disposition of the Pledged Assets and Rights shall be used to pay the outstanding Secured Obligations; and (ii) , as well as any fees, expenses and amounts owed to the right to retain all such amounts Pledgee as a guaranty for result of the Secured Obligations becoming due; and apply such amounts to reduce the Secured Obligations when due, in each case, performance of its duties herein established with due regard to the extent permitted under the Secured Documentsorder of priorities established in Clause 12 below. SECTION 6.03. Subject to 11.5 Following the terms use of proceeds resulting from the disposal of the Intercreditor Agreement, if the proceeds deposited in the Pledged Bank Accounts Assets and Rights as set forth in this Article VI are sufficient to pay and discharge in full all Secured Obligations (other than contingent indemnification obligations as to which no claim has been asserted) and all other payments due under the Secured DocumentsClause 11.4 above, any proceeds in excess of the then outstanding amount of the Secured Obligations shall be delivered to the Pledgor. SECTION 6.04. If the proceeds deposited in the Pledged Bank Accounts are not sufficient to pay and 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 Secured Documents that have not yet been paid and discharged, all other deposits make in the Pledged Bank Accounts but shall remain pledged hereunder in favor of the PledgeesPledgee, as the case may be, and their successors and permitted assignees, for the benefit of the Secured Parties, as the case may befirst priority pledge, until such time as the all 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 Section 7.11Clause 16. SECTION 6.05. For purposes 11.6 If the proceeds resulting from the disposition of the payment Pledged Assets and Rights are not sufficient to pay and discharge all Secured Obligations that have not yet been paid and discharged, the Pledgee shall have the right to collect from the Pledgor the shortfall, and all other Pledged Assets and Rights that may not have been disposed of shall remain pledged in favor of the Pledgee, as first priority pledge, until such time as the Secured Obligations have been finally and indefeasibly paid in full and this Agreement has been terminated pursuant to Clause 16. 11.7 For the effectiveness of this Clause, the Pledgor hereby authorizes the disposition of its Quotas or Additional Quotas to third 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, as a result 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 provisions case of this Article VI, all proceeds received an enforcement by the Pledgees shall be considered and converted at the date on which the relevant amounts are received by the Pledgees at the Conversion RatePledgee of its rights under this Agreement.

FORECLOSURE AND COLLECTION. SECTION 6.018.01. Subject to the terms of the Intercreditor Agreement, without prejudice to the foregoing provisions, upon sending a notice to the Pledgor Pledgors of the occurrence of an Enforcement Event, the Pledgees (as the case may be and to the extent permitted by the Secured Documents) are hereby irrevocably authorized to (i) to verify under reasonable procedures the quantity, value, condition and status of, or any other matter relating to, the Pledged Bank Accounts, Assets and Rights and (ii) to send a notice to all Banksdispose of, with a copy collect, receive, appropriate (to the Pledgor, related to extent that may be permitted under the laws of Brazil) and/or seize the Pledged Bank Accounts being enforcedAssets and Rights (or part thereof), substantially and may promptly amicably sell (pursuant to Section 8.02), assign, or otherwise dispose of and deliver the Pledged Assets and Rights, in full or in part, at the price, in the form of Exhibit 5 hereto (manner, and under the “Enforcement Notice”)terms and conditions that they deem appropriate, (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 transfer order related to the Bank Accounts only pursuant to the instructions received from the Pledgees; and (iii) to enforce and collect all amounts deposited in the Pledged Bank Accounts pursuant to the applicable law, regardless of any prior or subsequent notice to the Pledgors, with due regard to the provisions 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 lawsCivil Code). SECTION 8.02. Pursuant to the provisions 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 the case may be and to the extent permitted by the Secured Documents) as their attorneys-in-fact, with full authority to enter into contracts of assignment or purchase and sale of the Pledged Assets and Rights, as well as exercise to execute any and all rights and powers documents related to such assignment or purchase and sale agreements and take any and all actions which each of the Pledgees, 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 Bank Accounts Assets and Rights and the execution of exchange agreements for remittance of funds abroad. Under the terms of Article 684 of the Brazilian Civil Code, the Pledgors shall maintain the appointment of the Pledgees (as conferred the case may be and subject to the terms of the Intercreditor Agreement) as their attorneys-in-fact until such time as this Pledge Agreement is terminated pursuant to Section 9.11, and shall abstain from taking any action that could reasonably be expected to adversely affect the fulfillment of their obligations herein or the exercise of the rights set forth in this Article VIII by such lawsthe Pledgees, as the case may be. SECTION 6.028.03. Subject to the terms of the Intercreditor Agreement, the rights proceeds resulting from the collection, or sale or other disposition, of the Pledgees or any designee thereof under Section 6.01 Pledged Assets and Rights shall include, be applied to the extent permitted by the applicable laws, all Credit Facility Secured Obligations in accordance with Section 8.04 of the following: (i) Credit Agreement and applied to the right to use the amounts deposited Notes Secured Obligations in the Pledged Bank Accounts for payment accordance with Section 6.10 of the Secured Obligations; and (ii) the right to retain all such amounts as a guaranty for the Secured Obligations becoming due; and apply such amounts to reduce the Secured Obligations when due, in each case, to the extent permitted under the Secured DocumentsNotes Indenture. SECTION 6.038.04. Subject to the terms of the Intercreditor Agreement, if the proceeds deposited in resulting from the disposal of the Pledged Bank Accounts Assets and Rights as set forth in this Article VI VIII are sufficient to pay and discharge in full all Secured Obligations (other than contingent indemnification obligations as to which no claim has been asserted) and all other payments due under the Secured Documents), any proceeds in excess of the then outstanding amount of the Secured Obligations shall be delivered to the Pledgorrespective Pledgors. SECTION 6.048.05. If the proceeds deposited in resulting from the disposition of a portion of the Pledged Bank Accounts Assets and Rights are not sufficient to pay and 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 Secured Documents that have not yet been paid and discharged, all other deposits make in the Pledged Bank Accounts Assets and Rights that may not have been disposed of shall remain pledged in favor of the Pledgees, as the case may be, and their successors and permitted assignees, for the benefit of the Secured Parties, as the case may be, until such time as 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 Section 7.119.11. SECTION 6.058.06. For purposes the effectiveness of this Article, the Pledgors hereby authorize the disposition of their Quotas or Additional Quotas to third parties. The Pledgors acknowledge and agree that any sale of any portion of the payment 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 commercially 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 a result of the provisions of this Article VIcase may be, all proceeds accept the first offer received by and do not offer the Pledgees shall be considered Pledged Assets and converted Rights to more than one offeree, provided that commercially reasonable practices are observed at the date on which the relevant amounts are received by the Pledgees at the Conversion Ratesuch sale.

FORECLOSURE AND COLLECTION. SECTION 6.01. Subject to the terms (a) Without prejudice of the Intercreditor Agreement, without prejudice to the foregoing previous provisions, upon sending a notice the occurrence and during the continuance (subject to the Pledgor applicable cure periods set forth in the Credit Agreement, if any) of an Event of Default under Section 9.1(a) of the Credit Agreement, or to the extent that an automatic acceleration event occurs under the Section 9.1(e), (f) or (g) of the Credit Agreement or upon the occurrence of an Enforcement Eventany other Event of Default to the extent that the Administrative Agent (upon request of the Majority Lenders) declares the acceleration of all amounts due thereunder, which shall be evidenced by means of a written notice sent to the Collateral Agent (together with copy of the notice sent by the Administrative Agent, as required pursuant to Section 9.1 of the Credit Agreement), the Pledgees (as the case may be Collateral Agent is hereby irrevocably and irretrievably, authorized and qualified to, in name and to the extent permitted by exclusive benefit of the Lenders, sell the Pledged Shares (in whole or in part), for the prices, terms and conditions it may understand appropriate in accordance with applicable law and the provisions of article 1,433, item IV, of the Brazilian Civil Code, and use or apply the proceeds therefrom to pay the Secured DocumentsObligations, as provided for in the Credit Agreement. (b) are hereby irrevocably authorized (i) In accordance with the provisions of articles 684 and 1,433 of the Brazilian Civil Code and as a means to verify under reasonable procedures perform the quantity, value, condition and status of, or any other matter relating toobligations herein agreed, the Pledged Bank Accounts, (ii) to send a notice to all Banks, with a copy Shareholders irrevocably and irretrievably appoint the Collateral Agent as their attorney-in-fact and for this purpose they have executed and delivered to the Pledgor, related to Collateral Agent on the Pledged Bank Accounts being enforced, date hereof a power of attorney substantially in the form of Exhibit 5 hereto (B hereof. The Shareholders undertake to deliver a power of attorney with the “Enforcement Notice”), (a) informing its decision same content to enforce this Pledge Agreement and identifying any successor of the Bank Accounts being enforced under this instrument and (b) instructing the relevant Bank to conduct any transfer order related to the Bank Accounts only Collateral Agent appointed pursuant to the instructions received from Credit Agreement and, as it may be reasonably required pursuant to applicable law, whenever necessary to secure that the Pledgees; Collateral Agent has the powers required to perform the actions and exercise the rights herein provided for. (iiic) No action performed or omitted by the Collateral Agent in relation to enforce and collect all amounts deposited in the Pledged Bank Accounts pursuant Shares shall give rise to any right of defense, counterclaim or compensation in favor of the applicable Brazilian lawsShareholders or any claim or proceeding against the Collateral Agent, as well as exercise all rights except in case of gross negligence or willful misconduct by the Collateral Agent. (d) The Shareholders must indemnify and powers hold harmless the Collateral Agent, its members, executive officers, employees and agents (each of whom an “Indemnified Person”) against any losses, liabilities and expenses, including but not limited to attorneys’ fees, expenses and out-of-pocket expenses related to such Pledged Bank Accounts as conferred by such laws. SECTION 6.02. Subject to the terms of the Intercreditor Agreement, the rights of the Pledgees or any designee thereof under Section 6.01 shall include, to the extent permitted by the applicable laws, all of the following: resulting from (i) the right to use execution of this Share Pledge Agreement, the amounts deposited in performance by the Pledged Bank Accounts for payment parties of their respective obligations and the consummation of the Secured Obligationstransaction contemplated herein; and and (ii) the right any lawsuit, controversy, investigation or proceeding, current or future, related to retain all such amounts as a guaranty for the Secured Obligations becoming due; and apply such amounts to reduce the Secured Obligations when due, in each case, to the extent permitted under the Secured Documents. SECTION 6.03. Subject to the terms of the Intercreditor Agreement, if the proceeds deposited in the Pledged Bank Accounts as set forth in this Article VI are sufficient to pay and discharge in full all Secured Obligations (other than contingent indemnification obligations as to which no claim has been asserted) and all other payments due under the Secured Documents, any proceeds in excess of the then outstanding amount of the Secured Obligations shall be delivered to the Pledgor. SECTION 6.04. If the proceeds deposited in the Pledged Bank Accounts are not sufficient to pay and 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 Secured Documents that have not yet been paid and discharged, all other deposits make in the Pledged Bank Accounts shall remain pledged in favor of the Pledgees, as the case may be, and their successors and permitted assignees, for the benefit of the Secured Parties, as the case may be, until such time as 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 Section 7.11. SECTION 6.05. For purposes of the payment of the Secured Obligations, as a result of the provisions of this Article VIShare Pledge Agreement, all proceeds received by either grounded in contractual liability, tort or any other action, irrespective of the Pledgees Indemnified Person being or not a party to this Share Pledge Agreement. The provisions of this Section shall be considered not apply to cases in which such losses, liabilities and converted at the date on which the relevant amounts are received by the Pledgees at the Conversion Rate.expenses result from gross negligence or willful misconduct of

FORECLOSURE AND COLLECTION. SECTION 6.01. Subject to the terms of the Intercreditor Agreement, without 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 to as provided in the Pledgor Loan Agreement of the occurrence and during the continuance of an Enforcement Event(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 Pledgees (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 and to the 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 other 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”), be: (a) informing its decision the Modular Brazil’s Pledged Assets and Rights or the PR Borrower’s Pledged Assets and Rights to enforce this Pledge Agreement 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 identifying be duly qualified and have notorious experience in the Bank Accounts being enforced under this instrument and appraisal of companies in the same business as the Company. The appraisals shall be carried out within thirty (b30) instructing the relevant Bank to conduct any transfer order related to the Bank Accounts only pursuant to the instructions received calendar days from the Pledgees; 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 (iii) to enforce and collect all amounts deposited in the Pledged Bank Accounts pursuant to the applicable Brazilian laws, as well as exercise all rights and powers related to such Pledged Bank Accounts as conferred by such laws. SECTION 6.02. Subject to the terms of the Intercreditor Agreement, the rights of the Pledgees or any designee thereof under Section 6.01 shall includei.e. discounted cash flow method, to the extent permitted by applicable). If the applicable lawsdifference between the two appraisal reports is no greater than ten percent (10%), all the lower of the following: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; (ib) the right to use proceeds resulting from the amounts deposited in the Pledged Bank Accounts for payment disposition of the Secured 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; and, with due regard for the order of priorities established in Clause 2.4(b) of the Loan Agreement; (iic) following the right to retain all such amounts as a guaranty for use of proceeds resulting from the Secured Obligations becoming due; and apply such amounts to reduce the Secured Obligations when due, in each case, to the extent permitted under the Secured Documents. SECTION 6.03. Subject to the terms disposition of the Intercreditor Agreement, if Modular Brazil’s Pledged Assets and Rights or the proceeds deposited in the PR Borrower’s Pledged Bank Accounts Assets and Rights as set forth in this Article VI are sufficient to pay and discharge in full all Secured Obligations sub-item (other than contingent indemnification obligations as to which no claim has been assertedb) and all other payments due under the Secured Documentsabove, any proceeds in excess of the then outstanding amount of the Secured Guaranteed Obligations shall be delivered to the Pledgor. SECTION 6.04. If respective owner of the proceeds deposited in Modular Brazil’s Pledged Assets and Rights or the PR Borrower’s Pledged Bank Accounts are not sufficient to pay Assets and 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 Secured Documents that have not yet been paid and dischargedRights disposed of, all other deposits make in the Pledged Bank Accounts but shall remain pledged hereunder in favor of the Pledgees, as the case may be, and their successors and permitted assigneesAgent, for the benefit of the Secured Parties, as the case may beLenders, until such time as the Secured all Guaranteed 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 Section 7.11Clause 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. SECTION 6.05. 8.4 For purposes the effectiveness of this Clause, the Pledgors hereby authorize, according to Clause [•] of the payment Articles of Association (Contrato Social) of the Secured ObligationsCompany, as a result the disposition of the provisions of their Pledged Stock to third parties in accordance with this Article VI, all proceeds received by the Pledgees shall be considered and converted at the date on which the relevant amounts are received by the Pledgees at the Conversion RateSection 8.