OR FOR
THE BENEFIT OF THE OTHERS, MAKE LOANS, ADVANCES AND PROVIDE OTHER FINANCIAL
ACCOMMODATIONS TO OR FOR THE BENEFIT OF THE OTHER BORROWERS AND GUARANTORS AND
PROVIDE ADMINISTRATIVE, MARKETING, PAYROLL AND MANAGEMENT SERVICES TO OR FOR THE
BENEFIT OF THE OTHER BORROWERS AND GUARANTORS, AS THE CASE MAY BE.
BORROWERS
AND GUARANTORS HAVE THE SAME CHIEF EXECUTIVE OFFICE, CERTAIN CENTRALIZED
ACCOUNTING AND LEGAL SERVICES, CERTAIN COMMON OFFICERS AND DIRECTORS AND
GENERALLY DO NOT PROVIDE CONSOLIDATING FINANCIAL STATEMENTS TO CREDITORS.
8.20
NOTICES FROM FARM PRODUCTS SELLERS, ETC.
(A)
EACH BORROWER HAS NOT, WITHIN THE ONE (1) YEAR PERIOD PRIOR TO THE
EFFECTIVE DATE, RECEIVED ANY WRITTEN NOTICE PURSUANT TO THE APPLICABLE
PROVISIONS OF THE PSA, PACA, THE FOOD SECURITY ACT, THE UCC OR ANY OTHER
APPLICABLE LOCAL LAWS FROM (I) ANY FARM PRODUCTS SELLER OR (II) ANY LENDER TO
ANY FARM PRODUCTS SELLER OR ANY OTHER PERSON WITH A SECURITY INTEREST IN THE
ASSETS OF ANY FARM PRODUCTS SELLER OR (III) THE SECRETARY OF STATE (OR
EQUIVALENT OFFICIAL) OR OTHER GOVERNMENTAL AUTHORITY OF ANY STATE, COMMONWEALTH
OR POLITICAL SUBDIVISION THEREOF IN WHICH ANY FARM PRODUCTS PURCHASED BY SUCH
BORROWER ARE PRODUCED, IN ANY CASE ADVISING OR NOTIFYING SUCH BORROWER OF THE
INTENTION OF SUCH FARM PRODUCTS SELLER OR OTHER PERSON TO PRESERVE THE BENEFITS
OF ANY TRUST APPLICABLE TO ANY ASSETS OF ANY BORROWER ESTABLISHED IN FAVOR OF
SUCH FARM PRODUCTS SELLER OR OTHER PERSON UNDER THE PROVISIONS OF ANY LAW OR
CLAIMING A SECURITY INTEREST IN OR LIEN UPON OR OTHER CLAIM OR ENCUMBRANCE WITH
RESPECT TO ANY PERISHABLE AGRICULTURAL COMMODITY OR ANY OTHER FARM PRODUCTS
WHICH MAY BE OR HAVE BEEN PURCHASED BY A BORROWER OR ANY RELATED OR OTHER ASSETS
OF SUCH BORROWER (ALL OF THE FOREGOING, TOGETHER WITH ANY SUCH NOTICES AS ANY
BORROWER MAY AT ANY TIME HEREAFTER RECEIVE, COLLECTIVELY, THE "FOOD SECURITY ACT
NOTICES").
(B)
NO BORROWER IS A "LIVE POULTRY DEALER" (AS SUCH TERM IS DEFINED IN THE
PSA) OR OTHERWISE PURCHASES OR DEALS IN LIVE POULTRY OF ANY TYPE WHATSOEVER.
BORROWERS AND GUARANTORS DO NOT PURCHASE LIVESTOCK PURSUANT TO CASH SALES AS
SUCH TERM IS DEFINED IN THE PSA. EACH BORROWER IS NOT ENGAGED IN, AND SHALL NOT
ENGAGE IN, RAISING, CULTIVATING, PROPAGATING, FATTENING, GRAZING OR ANY OTHER
FARMING, LIVESTOCK OR AQUACULTURAL OPERATIONS.
120
8.21
PHARMACEUTICAL LAWS.
(A)
BORROWERS AND GUARANTORS HAVE OBTAINED ALL PERMITS, LICENSES AND OTHER
AUTHORIZATIONS WHICH ARE REQUIRED WITH RESPECT TO THE OWNERSHIP AND OPERATIONS
OF THEIR BUSINESS UNDER ANY PHARMACEUTICAL LAW, EXCEPT WHERE THE FAILURE TO
OBTAIN SUCH PERMITS, LICENSES OR OTHER AUTHORIZATIONS WOULD NOT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(B)
BORROWERS AND GUARANTORS ARE IN COMPLIANCE WITH ALL TERMS AND CONDITIONS
OF ALL SUCH PERMITS, LICENSES, ORDERS AND AUTHORIZATIONS, AND ARE ALSO IN
COMPLIANCE WITH ALL PHARMACEUTICAL LAWS, INCLUDING ALL OTHER LIMITATIONS,
RESTRICTIONS, CONDITIONS, STANDARDS, PROHIBITIONS, REQUIREMENTS, OBLIGATIONS,
SCHEDULES AND TIMETABLES CONTAINED IN THE PHARMACEUTICAL LAWS, EXCEPT WHERE THE
FAILURE TO COMPLY WITH SUCH TERMS, CONDITIONS OR LAWS WOULD NOT REASONABLY