SUBSIDIARIES TO
EMPLOYEES OF THE BORROWER OR ANY OF ITS SUBSIDIARIES NOT TO EXCEED AN AGGREGATE
OF $5,000,000.
SECTION 7.07.
ASSETS.
THE BORROWER SHALL NOT SELL, ASSIGN, TRANSFER OR
OTHERWISE DISPOSE OF ANY OF ITS ASSETS, OR PERMIT ANY OF ITS SUBSIDIARIES TO
SELL, ASSIGN, TRANSFER OR OTHERWISE DISPOSE OF ANY OF ITS ASSETS, EXCEPT:
(A)
THE SALE OR DISPOSITION OF INVENTORY AND FARM PRODUCTS IN THE ORDINARY
COURSE OF BUSINESS;
(B)
THE SALE OR DISPOSITION IN THE ORDINARY COURSE OF BUSINESS OF ANY ASSETS
WHICH HAVE BECOME OBSOLETE OR SURPLUS TO THE BUSINESS OF THE BORROWER OR ANY OF
ITS
98
SUBSIDIARIES, OR HAS NO REMAINING USEFUL LIFE, IN EACH CASE AS REASONABLY
DETERMINED IN GOOD FAITH BY THE BORROWER OR SUCH SUBSIDIARY, AS THE CASE MAY BE;
(C)
THE PERIODIC SALES TO THIRD PARTIES OF LIVE INVENTORY AND RELATED PRODUCTS
AND SERVICES UNDER GROW OUT CONTRACTS;
(D)
PERMITTED DISPOSITIONS;
(E)
THE SALE OR DISPOSITION OF PERMITTED INVESTMENTS;
(F)
THE SALE OF ACCOUNTS OR OTHER RECEIVABLES BY THE BORROWER AND ITS
SUBSIDIARIES IN CONNECTION WITH THE RECEIVABLES FACILITY OR TO A SPECIAL PURPOSE
BANKRUPTCY REMOTE SUBSIDIARY OR A THIRD PARTY FOR NOT LESS THAN THE FAIR VALUE
THEREOF, WITHOUT RECOURSE (OTHER THAN TO ANY SUCH SPECIAL PURPOSE SUBSIDIARY),
IN CONNECTION WITH A RECEIVABLES PURCHASE TRANSACTION; AND
(G)
THE SALE OR DISPOSITION OF EXCESS MARGIN STOCK FOR NOT LESS THAN THE FAIR
VALUE THEREOF.
SECTION 7.08.
CHANGE IN NATURE OF BUSINESS.
THE BORROWER SHALL NOT, AND SHALL
NOT PERMIT ANY OF ITS SUBSIDIARIES TO, ENGAGE TO ANY SUBSTANTIAL EXTENT IN ANY
BUSINESS OTHER THAN THE PRODUCTION, MARKETING AND DISTRIBUTION OF FOOD PRODUCTS
AND ANY RELATED FOOD OR AGRICULTURAL PRODUCTS, PROCESSES OR BUSINESS.
SECTION 7.09.
TRANSACTIONS WITH AFFILIATES, ETC.
THE BORROWER SHALL NOT:
(A)
ENTER INTO OR BE A PARTY TO, OR PERMIT ANY OF ITS SUBSIDIARIES TO ENTER
INTO OR BE A PARTY TO, ANY TRANSACTION WITH ANY AFFILIATE OF THE BORROWER OR ANY
SUCH SUBSIDIARY EXCEPT (I) AS OTHERWISE EXPRESSLY PERMITTED HEREIN OR (II) IN
THE ORDINARY COURSE OF BUSINESS, TO THE EXTENT CONSISTENT WITH PAST PRACTICES,
SO LONG AS ANY SUCH TRANSACTION INDIVIDUALLY AND IN THE AGGREGATE WITH OTHER
SUCH TRANSACTIONS HAS NO REASONABLE LIKELIHOOD OF HAVING A MATERIAL ADVERSE
EFFECT; OR
(B)
ENTER INTO, OR PERMIT ANY OF ITS SUBSIDIARIES TO ENTER INTO, ANY AGREEMENT
THAT PROHIBITS, LIMITS OR RESTRICTS ANY REPAYMENT OF LOANS OR ADVANCES OR OTHER
DISTRIBUTIONS TO THE BORROWER BY ANY OF ITS RESPECTIVE SUBSIDIARIES, OR THAT
RESTRICTS ANY SUCH SUBSIDIARY'S ABILITY TO DECLARE OR MAKE ANY DIVIDEND PAYMENT
OR OTHER DISTRIBUTION ON ACCOUNT OF ANY SHARES OF ANY CLASS OF ITS CAPITAL STOCK
OR ON ITS ABILITY TO ACQUIRE OR MAKE A PAYMENT IN RESPECT THEREOF; PROVIDED THAT
(I) THE FOREGOING SHALL NOT APPLY TO RESTRICTIONS AND CONDITIONS IMPOSED BY LAW
OR BY THIS AGREEMENT, (II) THE FOREGOING SHALL NOT APPLY TO RESTRICTIONS AND
CONDITIONS EXISTING ON THE DATE HEREOF IDENTIFIED ON SCHEDULE 7.09 (BUT SHALL
APPLY TO ANY EXTENSION, RENEWAL, AMENDMENT