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,