OBLIGATIONS OF, AND OTHER DISPUTES WITH, CUSTOMERS AND SUPPLIERS
ARISING IN THE ORDINARY COURSE OF BUSINESS;
(V)
THE BORROWER AND ITS SUBSIDIARIES MAY MAKE LOANS AND ADVANCES TO
THEIR OFFICERS AND EMPLOYEES FOR MOVING, RELOCATION AND TRAVEL EXPENSES AND
OTHER SIMILAR EXPENDITURES, IN EACH CASE IN THE ORDINARY COURSE OF BUSINESS IN
AN AGGREGATE AMOUNT NOT TO EXCEED $1,000,000 AT ANY TIME (DETERMINED WITHOUT
REGARD TO ANY WRITE-DOWNS OR WRITE-OFFS OF SUCH LOANS AND ADVANCES);
(VI)
THE BORROWER MAY ENTER INTO INTEREST RATE PROTECTION AGREEMENTS TO
THE EXTENT REQUIRED BY SECTION 9.15 OR PERMITTED BY SECTION 10.04(II);
(VII)
(I)
ANY CREDIT PARTY MAY MAKE INTERCOMPANY LOANS AND ADVANCES TO
ANY OTHER CREDIT PARTY, (II) THE BORROWER AND ITS DOMESTIC SUBSIDIARIES MAY MAKE
INTERCOMPANY LOANS AND ADVANCES TO ANY WHOLLY-OWNED FOREIGN SUBSIDIARY, (III)
ANY SUBSIDIARY WHICH IS NOT A CREDIT PARTY MAY MAKE INTERCOMPANY LOANS AND
ADVANCES TO ANY CREDIT PARTY, (IV) ANY FOREIGN SUBSIDIARY MAY MAKE INTERCOMPANY
LOANS AND ADVANCES TO ANY OTHER FOREIGN SUBSIDIARY THAT IS A WHOLLY-OWNED
SUBSIDIARY AND (V) ANY CREDIT PARTY MAY MAKE INTERCOMPANY LOANS AND ADVANCES TO
JUNO INDIA (SUCH INTERCOMPANY LOANS AND ADVANCES REFERRED TO IN PRECEDING
CLAUSES (I) THROUGH (V), COLLECTIVELY, THE "INTERCOMPANY LOANS"), PROVIDED, THAT
(U) IN THE CASE OF INTERCOMPANY LOANS TO BE MADE PURSUANT TO PRECEDING CLAUSE
(V), SUCH INTERCOMPANY LOANS SHALL ONLY BE PERMITTED, SO LONG AS (AND ONLY SO
LONG AS) (X) THE PROCEEDS THEREOF ARE USED SOLELY FOR THE WORKING CAPITAL
PURPOSES AND GENERAL, ADMINISTRATIVE AND OPERATING EXPENSES OF JUNO INDIA AND
(Y) JUNO INDIA AT ALL TIMES CONDUCTS ITS BUSINESS ON A BASIS CONSISTENT WITH ITS
PAST PRACTICES AS IN EFFECT ON THE EFFECTIVE DATE, (V) AT NO TIME SHALL THE
AGGREGATE OUTSTANDING PRINCIPAL AMOUNT OF ALL INTERCOMPANY LOANS MADE DURING ANY
FISCAL YEAR OF THE BORROWER PURSUANT TO PRECEDING SUB-CLAUSE (II) OF THIS CLAUSE
(VII), WHEN ADDED TO THE AMOUNT OF CONTRIBUTIONS, CAPITALIZATIONS AND
FORGIVENESSES THERETOFORE MADE PURSUANT TO SUB-CLAUSE (II) OF SECTION 10.05(XIV)
DURING SUCH FISCAL YEAR OF THE BORROWER (FOR THIS PURPOSES, TAKING THE FAIR
MARKET VALUE OF ANY PROPERTY (OTHER THAN CASH) SO CONTRIBUTED AT THE TIME OF
SUCH CONTRIBUTION), EXCEED $7,500,000 (DETERMINED (A) WITHOUT REGARD TO ANY
WRITE-DOWNS OR WRITE-OFFS OF SUCH LOANS AND ADVANCES AND (B) NET OF ANY RETURNS
ON ANY SUCH INVESTMENT IN THE FORM OF A PRINCIPAL REPAYMENT, DISTRIBUTION,
DIVIDEND OR REDEMPTION, AS APPLICABLE, IN SUCH FISCAL YEAR), (W) NO INTERCOMPANY
LOAN MAY BE MADE PURSUANT TO SUBCLAUSE (II) ABOVE AT ANY TIME A DEFAULT OR EVENT
OF DEFAULT HAS OCCURRED AND ITS CONTINUING, (X) EACH INTERCOMPANY LOAN SHALL BE
EVIDENCED BY AN INTERCOMPANY NOTE, (Y) EACH SUCH INTERCOMPANY NOTE OWNED OR HELD
BY A CREDIT PARTY SHALL BE PLEDGED
85
TO THE COLLATERAL AGENT PURSUANT TO THE PLEDGE AGREEMENT AND (Z) EACH
INTERCOMPANY LOAN MADE BY ANY SUBSIDIARY OF THE BORROWER THAT IS NOT A CREDIT
PARTY TO A CREDIT PARTY SHALL BE SUBJECT TO THE SUBORDINATION PROVISIONS
CONTAINED IN THE INTERCOMPANY NOTE; PROVIDED FURTHER