Common use of Producer Event of Default Clause in Contracts

Producer Event of Default. The following shall constitute events of default on the part of Producer (each, a “Producer Event of Default”) under this Agreement: (a) Producer fails to pay any amount that is due to Cargill under this Agreement that is not excused by this Agreement, and (i) Cargill provides written notice to Producer and the Financing Parties of such failure, (ii) the Net Aggregate Exposure at such time is positive or becomes positive at any time prior to Cargill’s receipt of such past-due amounts (plus amounts payable pursuant to Section 11.3(a)(i), if any), (iii) Cargill delivers to Producer written confirmation that the Net Aggregate Exposure is, or has become, positive and demands, in such confirmation, payment of such past-due amount, and (iv) Producer fails to pay to Cargill such past-due amount (plus amounts payable pursuant to Section 11.3(a)(i), if any) within 153 days of Producer’s receipt of such confirmation; (b) three or more incidents of willful misconduct by Producer in the performance of its obligations hereunder occur in any 12-month period and Cargill provides Producer with written notice of each such incident, or any one incident of willful misconduct by Producer occurs where (i) such willful misconduct has a Material Adverse Effect on Cargill, and (ii) such willful misconduct is done under the direction of or otherwise sanctioned by Producer’s governing body or senior management; (c) For reasons other than a Force Majeure event or a default by Cargill, from and after the date the Ethanol Facility is placed into commercial operations, either (1) the monthly Ethanol production at the Ethanol Facility is less than 6.25 million gallons for three (3) or more months in any consecutive twelve month period; or (2) the total Ethanol production at the Ethanol Facility in any period of twelve (12) consecutive months is less than 75 million gallons; (d) Producer files a voluntary petition in bankruptcy, has filed against it an involuntary petition in bankruptcy, makes an assignment for the benefit of creditors, has a trustee or receiver appointed for any or all of its assets, is insolvent or fails or is generally unable to pay its debts when due, in each case where such petition, appointment or insolvency is not dismissed, discharged or remedied, as applicable, within sixty (60) days; or (e) A Producer Event of Default has occurred (and has not been waived by Cargill) under any Principal Document.

Producer Event of Default. The following shall constitute events of default on the part of Producer (each, a “Producer Event of Default”) under this Agreement: (a) Producer fails to pay any amount that is due to Cargill under this Agreement that is not excused by this Agreement, and (i) Cargill provides written notice to Producer and the Financing Parties of such failure, (ii) the Net Aggregate Exposure at such time is positive or becomes positive at any time prior to Cargill’s receipt of such past-due amounts (plus amounts payable pursuant to Section 11.3(a)(i), if any), (iii) Cargill delivers to Producer written confirmation that the Net Aggregate Exposure is, or has become, positive and demands, in such confirmation, payment of such past-due amount, and (iv) Producer fails to pay to Cargill such past-due amount (plus amounts payable pursuant to Section 11.3(a)(i), if any) within 153 days of Producer’s receipt of such confirmation; (b) three or more incidents of willful misconduct by Producer in the performance of its obligations hereunder occur in any 12-month period and Cargill provides Producer with written notice of each such incident, or any one incident of willful misconduct by Producer occurs where (i) such willful misconduct has a Material Adverse Effect on Cargill, and (ii) such willful misconduct is done under the direction of or otherwise sanctioned by Producer’s governing body or senior management; (c) For reasons other than a Force Majeure event or a default by Cargill, from and after the date the Ethanol Facility is placed into commercial operations, either (1) the monthly Ethanol production at the Ethanol Facility is less than 6.25 million gallons for three (3) or more months in any consecutive twelve month period; , or (2) the total Ethanol production Production at the Ethanol Facility in any period of twelve (12) consecutive months is less than 75 million gallons; (d) Producer files a voluntary petition in bankruptcy, has filed against it an involuntary petition in bankruptcy, makes an assignment for the benefit of creditors, has a trustee or receiver appointed for any or all of its assets, is insolvent or fails or is generally unable to pay its debts when due, in each case where such petition, appointment or insolvency is not dismissed, discharged or remedied, as applicable, within sixty (60) days; or (e) A a Producer Event of Default has occurred (and has not been waived by Cargill) under any Principal Document.

Producer Event of Default. The following shall constitute events of default on the part of Producer (each, a “Producer Event of Default”) under this Agreement: (a) a. Producer fails to pay any amount that is due to Cargill under this Agreement that is not excused by this Agreement, and (i) Cargill provides written notice to Producer and the Financing Parties of such failure, (ii) the Net Aggregate Exposure at such time is positive or becomes positive at any time prior to Cargill’s receipt of such past-due amounts (plus amounts payable pursuant to Section 11.3(a)(i10.3(a)(i), if any), (iii) Cargill delivers to Producer written confirmation that the Net Aggregate Exposure is, or has become, positive and demands, in such confirmation, payment of such past-due amount, and (iv) Producer fails to pay to Cargill such past-due amount (plus amounts payable pursuant to Section 11.3(a)(i10.3(a)(i), if any) within 153 days of Producer’s receipt of such confirmation; (b) b. three or more incidents of willful misconduct by Producer in the performance of its obligations hereunder occur in any 12-month period and Cargill provides Producer with written notice of each such incident, or any one incident of willful misconduct by Producer occurs where (i) such willful misconduct has a Material Adverse Effect on CargillCargill or the Grain Facility, and (ii) such willful misconduct is done under the direction of or otherwise sanctioned by Producer’s governing body or senior management; c. Producer procures or purchases on two (c2) For reasons other than or more occasions in a Force Majeure event 12-month period Corn or a default by Cargill, from and after the date the Ethanol Facility is placed into commercial operations, either (1) the monthly Ethanol Alternative Commodity for ethanol production at the Ethanol Facility is less from a Person other than 6.25 million gallons for three (3) Cargill in an amount equal to or more months in any consecutive twelve month period; or (2) greater than 2,000 bushels per purchase where not otherwise permitted to do so by the total Ethanol production at the Ethanol Facility in any period terms of twelve (12) consecutive months is less than 75 million gallonsthis Agreement; (d) d. Producer files a voluntary petition in bankruptcy, has filed against it an involuntary petition in bankruptcy, makes an assignment for the benefit of creditors, has a trustee or receiver appointed for any or all of its assets, is insolvent or fails or is generally unable to pay its debts generally when due, in each case where such petition, appointment or insolvency is not dismissed, discharged or remedied, as applicable, within sixty (60) days; e. Producer sells, leases, assigns or otherwise transfers the Ethanol Facility or any rights in the Principal Documents or the Grain Facility Lease to a third party other than as permitted in this Agreement or any other agreement to which Cargill and Producer are parties; or (e) A f. a Producer Event of Default has occurred (and has not been waived by Cargill) under any Principal Document.