Common use of Contingent Payment Clause in Contracts

Contingent Payment. This Note will be issued with the support of a Convertibility Support and Escrow Agreement. Upon the occurrence of a default in payment by the Issuer of the Note, whether at the Note’s original Maturity or at an accelerated maturity as a result of the exercise of a Call/Put Option, as a result of a Convertibility Event where a “Convertibility Event” shall mean the failure of any Governmental Authority of Brazil, as defined in the Convertibility Support and Escrow Agreement, to approve or permit the exchange of Reais for U.S. Dollars to repay the Convertibility Enhanced Notes (including, without limitation, the inability to repay the Note due to the promulgation, operation or enforcement by any relevant Brazilian Governmental Authority of any law, act, decree, regulation, ordinance, order, policy or determination or modification of, or change in the interpretation of any the foregoing, an effect of which (i) restricts the exchange of Reais for U.S. Dollars, (ii) prevents the transfer of U.S. Dollars outside of Brazil or (iii) makes U.S. Dollars generally unavailable in any legal exchange market in Brazil), the Note will be repaid through the collection of export receivables in an offshore escrow account to be opened and maintained with an escrow agent. Exclusively upon the occurrence of a Convertibility Event and the receipt of a written request from the Agent, Issuer will conclude a Convertibility Support and Escrow Agreement with Cargill Financial Services International, Inc. as the Escrow Agent on behalf of the Note Purchasers under which agreement the Issuer unconditionally and irrevocably agrees that the proceeds of its Export Receivables under an Off-take Contract with a designated buyer will be assigned and pledged to the Escrow Agent on behalf of the Note Purchasers and will be paid by the designated buyer to an Escrow Account with the Escrow Agent for repayment of the Note in accordance with Central Bank’s regulation. The original Maturity or accelerated maturity of the Notes as a result of the exercise of a Call/Put Option shall be extended upon the occurrence of a Convertibility Event as deemed reasonably necessary by the Agent to enable Issuer to fulfill its payment obligations under the Note through the export of goods during shipment windows designated by the Agent.