ENTER INTO ANY AGREEMENT
RESTRICTING THE PAYMENT OF DIVIDENDS OR THE MAKING OF LOANS BY IT TO THE
GUARANTOR OR TO ANY OTHER DESIGNATED OBLIGOR, EXCEPT THAT THE GUARANTOR MAY
PERMIT A DESIGNATED OBLIGOR TO BE PARTY TO AGREEMENTS (I) LIMITING THE PAYMENT
OF DIVIDENDS BY SUCH DESIGNATED OBLIGOR FOLLOWING A DEFAULT OR AN EVENT OF
DEFAULT UNDER SUCH AGREEMENT AND (II) REQUIRING THE COMPLIANCE BY SUCH
DESIGNATED OBLIGOR WITH SPECIFIED NET WORTH, WORKING CAPITAL OR OTHER SIMILAR
FINANCIAL TESTS AND (III) RESTRICTING LOANS TO BE MADE BY SUCH DESIGNATED
OBLIGOR TO ANY OTHER OBLIGOR OR THE GUARANTOR TO SUCH LOANS WHICH ACCRUE
INTEREST AT A RATE GREATER THAN OR EQUAL TO SUCH LENDING DESIGNATED OBLIGOR'S
AVERAGE COST OF FUNDS AS DETERMINED IN GOOD FAITH BY THE BOARD OF DIRECTORS OF
SUCH DESIGNATED OBLIGOR.
(E)
INTERCOMPANY LOANS.
NOTWITHSTANDING ANY PROVISION TO THE CONTRARY
SET FORTH IN THE TRANSACTION DOCUMENTS (INCLUDING, WITHOUT LIMITATION, CLAUSE
(S) OF THE DEFINITION OF "ELIGIBLE LOAN" IN ANNEX X), THE GUARANTOR (I) SHALL
NOT PERMIT ANY SELLER TO SELL, TRANSFER, ASSIGN OR OTHERWISE CONVEY ANY
INTERCOMPANY LOAN TO BUNGE FUNDING UNDER THE SALE AGREEMENT THAT HAS A MATURITY
IN EXCESS OF SIX (6) YEARS AND (II) SHALL EITHER CAUSE A SELLER, BUNGE FUNDING
OR THE TRUSTEE TO DEMAND REPAYMENT OF ALL OUTSTANDING PRINCIPAL AND ACCRUED
INTEREST UNDER EACH INTERCOMPANY LOAN OR CAUSE A SELLER TO REFINANCE SUCH
AMOUNTS BY MAKING A NEW INTERCOMPANY LOAN TO THE APPLICABLE OBLIGOR WITHIN SIX
(6) YEARS FROM THE DATE OF SUCH INTERCOMPANY LOAN.
8.3
USE OF WEBSITES.
(A)
THE GUARANTOR MAY SATISFY ITS OBLIGATION TO DELIVER ANY PUBLIC
INFORMATION TO THE LENDERS BY POSTING THIS INFORMATION ONTO AN ELECTRONIC
WEBSITE DESIGNATED BY THE GUARANTOR AND THE ADMINISTRATIVE AGENT (THE
"DESIGNATED WEBSITE") BY NOTIFYING THE ADMINISTRATIVE AGENT (I) OF THE ADDRESS
OF THE WEBSITE TOGETHER WITH ANY RELEVANT PASSWORD SPECIFICATIONS AND (II) THAT
SUCH INFORMATION HAS BEEN POSTED ON THE WEBSITE; PROVIDED, THAT IN ANY EVENT THE
GUARANTOR SHALL SUPPLY THE ADMINISTRATIVE AGENT WITH ONE COPY IN PAPER FORM OF
ANY INFORMATION WHICH IS POSTED ONTO THE WEBSITE.
(B)
THE ADMINISTRATIVE AGENT SHALL SUPPLY EACH LENDER WITH THE ADDRESS
OF AND ANY RELEVANT PASSWORD SPECIFICATIONS FOR THE DESIGNATED WEBSITE FOLLOWING
DESIGNATION OF THAT WEBSITE BY THE GUARANTOR AND THE ADMINISTRATIVE AGENT.
(C)
THE GUARANTOR SHALL PROMPTLY UPON BECOMING AWARE OF ITS OCCURRENCE
NOTIFY THE ADMINISTRATIVE AGENT IF:
(I)
THE DESIGNATED WEBSITE CANNOT BE ACCESSED DUE TO TECHNICAL
FAILURE;
(II)
THE PASSWORD SPECIFICATIONS FOR THE DESIGNATED WEBSITE CHANGE;
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(III)
ANY NEW INFORMATION WHICH IS REQUIRED TO BE PROVIDED UNDER THIS
GUARANTY IS POSTED ONTO THE DESIGNATED WEBSITE;
(IV)
ANY EXISTING INFORMATION WHICH HAS BEEN PROVIDED UNDER THIS
GUARANTY AND POSTED ONTO THE DESIGNATED WEBSITE IS AMENDED; OR
(V)
THE GUARANTOR BECOMES AWARE THAT THE DESIGNATED WEBSITE OR ANY
INFORMATION POSTED ONTO THE DESIGNATED WEBSITE IS OR HAS BEEN INFECTED BY ANY
ELECTRONIC VIRUS OR SIMILAR SOFTWARE.
If the Guarantor notifies the Administrative Agent under Section 8.3(c)(i) or
Section 8.3(c)(v) above,