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 OR ANY OF