Borrower. Borrower will not (a)
change its jurisdiction of organization, or (b) take or permit any action that
would result in (i) Borrower's discontinuance as a limited liability company in
good standing under the jurisdiction of Borrower's organization, or (ii)
Borrower becoming ineligible to borrow from Lender or any Farm Credit System
lending institutions.
ARTICLE VII.
EVENTS OF DEFAULT AND REMEDIES
Section 7.01
Events of Default. The following will be considered events
of default (each an "Event of Default") hereunder:
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(A)
BORROWER FAILS TO PAY OR DEPOSIT, AS THE CASE MAY BE, ANY AMOUNT
PAYABLE OR REQUIRED UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT WITHIN 10
DAYS OF WHEN SUCH AMOUNT BECOMES DUE;
(B)
ANY REPRESENTATION OR WARRANTY MADE OR DEEMED MADE BY OR ON BEHALF
OF BORROWER IN OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
(INCLUDING THE SCHEDULES ATTACHED HERETO AND THERETO) AND ANY AMENDMENTS OR
MODIFICATIONS HEREOF OR WAIVERS HEREUNDER, OR IN ANY CERTIFICATE, REPORT,
FINANCIAL STATEMENT OR OTHER DOCUMENT SUBMITTED TO LENDER BY BORROWER OR ANY
REPRESENTATIVE OF BORROWER PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT PROVES TO BE MATERIALLY INCORRECT WHEN MADE OR DEEMED
MADE OR SUBMITTED;
(C)
BORROWER FAILS TO OBSERVE OR PERFORM ANY COVENANT OR AGREEMENT IN
(I) SECTIONS 4.01, 4.02, OR 4.03, OR ARTICLE V OR VI, OF THIS MASTER AGREEMENT,
(II) ANY AMENDMENT DOCUMENT, OR (III) ANY MATERIAL CONTRACT BEYOND ANY
APPLICABLE CURE PERIOD, IF ANY (INCLUDING ANY PAYMENT DEFAULT UNDER SUCH
MATERIAL CONTRACTS);
(D)
BORROWER FAILS TO OBSERVE OR PERFORM ANY COVENANT OR AGREEMENT IN
THIS AGREEMENT (OTHER THAN THOSE REFERRED TO IN CLAUSES (A), (B), OR (C) ABOVE)
OR IN ANY OTHER LOAN DOCUMENT, AND SUCH FAILURE CONTINUES FOR 30 DAYS AFTER THE
EARLIER OF THE DATE (1) BORROWER BECOMES AWARE OF SUCH FAILURE, OR (2) WRITTEN
NOTICE THEREOF IS GIVEN TO BORROWER BY LENDER; OR ANY EVENT OF DEFAULT OTHERWISE
OCCURS UNDER ANY LOAN DOCUMENT;
(E)
BORROWER OR ANY GUARANTOR OF ANY PORTION OF THE OBLIGATIONS,
(WHETHER AS PRIMARY OBLIGOR OR AS GUARANTOR OR OTHER SURETY) FAILS TO PAY ANY
PRINCIPAL OF OR PREMIUM OR INTEREST ON ANY MATERIAL INDEBTEDNESS THAT IS
OUTSTANDING, WHEN AND AS THE SAME BECOMES DUE AND PAYABLE (WHETHER AT SCHEDULED
MATURITY, REQUIRED PREPAYMENT, ACCELERATION, DEMAND OR OTHERWISE), AND SUCH
FAILURE CONTINUES AFTER THE APPLICABLE GRACE PERIOD, IF ANY, SPECIFIED IN THE
AGREEMENT OR INSTRUMENT EVIDENCING SUCH INDEBTEDNESS; OR ANY OTHER EVENT OCCURS
OR CONDITION EXISTS UNDER ANY AGREEMENT OR INSTRUMENT RELATING TO SUCH
INDEBTEDNESS AND CONTINUES AFTER THE APPLICABLE GRACE PERIOD, IF ANY, SPECIFIED
IN SUCH AGREEMENT OR INSTRUMENT, IF THE EFFECT OF SUCH EVENT OR CONDITION IS TO
ACCELERATE, OR PERMIT THE ACCELERATION OF, THE MATURITY OF SUCH INDEBTEDNESS; OR
ANY SUCH INDEBTEDNESS IS DECLARED TO BE DUE AND PAYABLE; OR REQUIRED TO BE
PREPAID OR REDEEMED (OTHER THAN BY A REGULARLY SCHEDULED REQUIRED PREPAYMENT OR
REDEMPTION), PURCHASED OR DEFEASED, OR ANY OFFER TO PREPAY, REDEEM, PURCHASE OR
DEFEASE SUCH