Common use of FORECLOSURE AND COLLECTION Clause in Contracts

FORECLOSURE AND COLLECTION. (a) Without prejudice of previous provisions, upon the occurrence and during the continuance subject to the 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 any 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 Collateral Agent is hereby irrevocably and irretrievably, authorized and qualified to, in name and to the exclusive benefit of the Lenders, withdraw, transfer and/or receive all monies deposited at the Collateral Account (in whole or in part), at its sole discretion, 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 Obligations, as provided for in the Credit Agreement. (b) In accordance with the provisions of articles 684 and 1,433 of the Brazilian Civil Code and as a means to perform the obligations herein agreed, Aracruz irrevocably and irretrievably appoints the Collateral Agent as its attorney-in-fact and for this purpose it has executed and delivered to the Collateral Agent on the date hereof a power of attorney substantially in the form of Exhibit B hereof. Aracruz undertakes to deliver a power of attorney with the same content to any successor of the Collateral Agent appointed pursuant to the Credit Agreement and, as it may be reasonably required pursuant to applicable law, whenever necessary to secure that the Collateral Agent has the powers required to perform the actions and exercise the rights herein provided for. (c) No action performed or omitted by the Collateral Agent in relation to the Collateral Account shall give rise to any right of defense, counterclaim or compensation in favor of Aracruz or any claim or proceeding against the Collateral Agent, except in case of gross negligence or willful misconduct by the Collateral Agent. (d) Aracruz must indemnify and 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 or resulting from (i) the execution of this Account Pledge Agreement and the Account Control Agreement, the performance by the parties of their respective obligations and the consummation of the transaction contemplated herein; and (ii) any lawsuit, controversy, investigation or proceeding, current or future, related to any of the provisions of this Account Pledge Agreement and the Account Control Agreement, either grounded in contractual liability, tort or any other action, irrespective of the Indemnified Person being or not a party to this Account Pledge Agreement or the Account Control Agreement. The provisions of this Section shall not apply to cases in which such losses, liabilities and expenses result from gross negligence or willful misconduct of the Indemnified Person, as determined by a final judicial decision, issued by a competent court.

FORECLOSURE AND COLLECTION. (a) Without prejudice of previous provisions, upon the occurrence and during the continuance subject to the 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 any 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 Collateral Agent is hereby irrevocably and irretrievably, authorized and qualified to, in name and to the exclusive benefit of the Lenders, withdraw, transfer and/or receive all monies deposited at the Collateral Account (in whole or in part), at its sole discretion, in accordance with applicable law and the provisions of article 1,433article 1, 433, item IV, of the Brazilian Civil Code, and use or apply the proceeds therefrom to pay the Secured Obligations, as provided for in the Credit Agreement. (b) In accordance with the provisions of articles 684 and 1,433 of the Brazilian Civil Code and as a means to perform the obligations herein agreed, Aracruz irrevocably and irretrievably appoints the Collateral Agent as its attorney-in-fact and for this purpose it has executed and delivered to the Collateral Agent on the date hereof a power of attorney substantially in the form of Exhibit B hereof. Aracruz undertakes to deliver a power of attorney with the same content to any successor of the Collateral Agent appointed pursuant to the Credit Agreement and, as it may be reasonably required pursuant to applicable law, whenever necessary to secure that the Collateral Agent has the powers required to perform the actions and exercise the rights herein provided for. (c) No action performed or omitted by the Collateral Agent in relation to the Collateral Account shall give rise to any right of defense, counterclaim or compensation in favor of Aracruz or any claim or proceeding against the Collateral Agent, except in case of gross negligence or willful misconduct by the Collateral Agent. (d) Aracruz must indemnify and 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 or resulting from (i) the execution of this Account Pledge Agreement and the Account Control Agreement, the performance by the parties of their respective obligations and the consummation of the transaction contemplated herein; and (ii) any lawsuit, controversy, investigation or proceeding, current or future, related to any of the provisions of this Account Pledge Agreement and the Account Control Agreement, either grounded in contractual liability, tort or any other action, irrespective of the Indemnified Person being or not a party to this Account Pledge Agreement or the Account Control Agreement. The provisions of this Section shall not apply to cases in which such losses, liabilities and expenses result from gross negligence or willful misconduct of the Indemnified Person, as determined by a final judicial decision, issued by a competent court.”