EXPENSES
(INCLUDING REASONABLE LEGAL FEES AND EXPENSES) REQUIRED TO BE PAID ON OR PRIOR
TO THE AMENDMENT EFFECTIVE DATE PURSUANT TO (Y) THE CREDIT AGREEMENT OR (Z) THIS
AMENDMENT;
(C)
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED, FOR THE ACCOUNT OF THE LENDERS, THE AMENDMENT FEE REQUIRED TO BE PAID
PURSUANT TO SECTION 5.8 HEREOF ON OR PRIOR TO THE AMENDMENT EFFECTIVE DATE;
(D)
THE BORROWER SHALL HAVE ACQUIRED ALL OF THE
EQUITY INTERESTS IN WHOLE EARTH SWEETENER COMPANY LLC ("WHOLE EARTH") PURSUANT
TO ACQUISITION AGREEMENTS SATISFACTORY TO THE REQUISITE LENDERS, AND WHOLE EARTH
SHALL BE A WHOLLY OWNED SUBSIDIARY OF THE BORROWER;
(E)
THE BORROWER SHALL HAVE DELIVERED
DOCUMENTATION PERTAINING TO COLLATERAL AS SET FORTH ON ANNEX 1 ATTACHED HERETO
BY THE APPLICABLE DATES SET FORTH ON SUCH ANNEX (OR SUCH OTHER DATES PERMITTED
BY THE REQUISITE LENDERS), TOGETHER WITH LEGAL OPINIONS; AND
(F)
THE BORROWER SHALL HAVE DELIVERED
OPINIONS OF COUNSEL TO THE LOAN PARTIES.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES AND COVENANT
4.1.
REPRESENTATIONS AND WARRANTIES. TO INDUCE THE
LENDERS AND THE ADMINISTRATIVE AGENT TO ENTER INTO THIS AMENDMENT, THE BORROWER
AND HOLDINGS, JOINTLY AND SEVERALLY, REPRESENTS AND WARRANTS TO THE
ADMINISTRATIVE AGENT, EACH ISSUER AND EACH LENDER THAT:
(A)
THE REPRESENTATIONS AND WARRANTIES OF EACH
OF THE BORROWER AND HOLDINGS IN ARTICLE IV OF THE CREDIT AGREEMENT AND THE
COVENANTS SET FORTH IN SECTION 6.19 OF THE CREDIT AGREEMENT ARE ON THE DATE OF
EXECUTION AND DELIVERY OF THIS AMENDMENT, AND WILL BE ON THE AMENDMENT EFFECTIVE
DATE, TRUE, CORRECT AND COMPLETE IN ALL MATERIAL RESPECTS WITH THE SAME EFFECT
AS THOUGH MADE ON AND AS OF SUCH RESPECTIVE DATE (OR, TO THE EXTENT SUCH
REPRESENTATIONS AND WARRANTIES EXPRESSLY RELATE TO AN EARLIER DATE, ON AND AS OF
SUCH EARLIER DATE).
(B)
EACH OF THE BORROWER AND HOLDINGS IS IN
COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL THE TERMS AND PROVISIONS SET FORTH
IN THE CREDIT AGREEMENT AND IN EACH OTHER LOAN DOCUMENT ON ITS PART TO BE
OBSERVED OR PERFORMED; AND, EXCEPT AS SPECIFIED AND WAIVED IN ARTICLE 2 HEREOF,
NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING.
(C)
THE EXECUTION, DELIVERY AND PERFORMANCE BY
THE BORROWER AND HOLDINGS OF THIS AMENDMENT:
(I)
ARE WITHIN SUCH PERSON'S CORPORATE
POWERS;
20
(II)
HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY
CORPORATE OR OTHER ENTITY ACTION, INCLUDING THE CONSENT OF THE HOLDERS OF ITS
EQUITY INTERESTS WHERE REQUIRED;
(III)
DO NOT AND WILL NOT (A) CONTRAVENE THE
CERTIFICATE OF INCORPORATION OR BY-LAWS OF SUCH PERSON, (B) VIOLATE ANY OTHER
APPLICABLE REQUIREMENT OF LAW APPLICABLE TO SUCH PERSON OR ANY ORDER OR DECREE
OF ANY GOVERNMENTAL AUTHORITY OR ARBITRATOR APPLICABLE TO SUCH PERSON,
(C) CONFLICT WITH OR RESULT IN THE BREACH OF, OR CONSTITUTE A DEFAULT UNDER, OR
RESULT IN OR PERMIT THE TERMINATION OR ACCELERATION OF, ANY CONTRACTUAL
OBLIGATION OF SUCH PERSON OR ANY OF ITS SUBSIDIARIES, OR (D) RESULT IN THE
CREATION OR IMPOSITION OF ANY LIEN UPON ANY OF THE PROPERTY OF SUCH PERSON