ORGANIZATION OR FORMATION, OPERATING AGREEMENT OR OTHER ORGANIZATIONAL
DOCUMENTATION, OR ANY INDENTURE, AGREEMENT OR UNDERTAKING TO WHICH SUCH LOAN
PARTY IS A PARTY OR BY WHICH SUCH LOAN PARTY OR ITS PROPERTY ARE BOUND AND (III)
SHALL NOT RESULT IN THE CREATION OR IMPOSITION OF ANY LIEN, CLAIM, CHARGE OR
ENCUMBRANCE UPON ANY OF THE COLLATERAL, OTHER THAN LIENS PERMITTED BY THE CREDIT
AGREEMENT AND THE LOAN DOCUMENTS, AS AMENDED HEREBY;
(C)
ALL OF THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THE
CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, EACH AS AMENDED HEREBY, ARE TRUE
AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE DATE HEREOF, AS IF MADE ON
THE DATE HEREOF, EXCEPT TO THE EXTENT ANY SUCH REPRESENTATION OR WARRANTY IS
MADE AS OF A SPECIFIED DATE, IN WHICH CASE SUCH REPRESENTATION OR WARRANTY SHALL
HAVE BEEN TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF SUCH DATE;
(D)
AFTER GIVING EFFECT TO THE AMENDMENTS SET FORTH IN THIS
AMENDMENT, NO DEFAULT OR EVENT OF DEFAULT EXISTS; AND
(E)
NO ACTION OF, OR FILING WITH, OR CONSENT OF ANY GOVERNMENTAL
AUTHORITY, AND NO APPROVAL OR CONSENT OF ANY OTHER PARTY (OTHER THAN, IN EACH
CASE, ACTIONS, FILINGS OR CONSENTS THAT HAVE ALREADY BEEN TAKEN, MADE OR
OBTAINED) IS REQUIRED TO AUTHORIZE, OR IS OTHERWISE REQUIRED IN CONNECTION WITH,
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AMENDMENT AND THE OTHER
AMENDMENT DOCUMENTS (IF ANY), EXCEPT TO THE EXTENT THE FAILURE TO SO OBTAIN ANY
SUCH ACTION, FILING OR CONSENT WOULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
2270379.15
25
23.
CONDITIONS PRECEDENT.
THIS AMENDMENT SHALL NOT BE EFFECTIVE
UNTIL EACH OF THE FOLLOWING CONDITIONS PRECEDENT ARE SATISFIED IN A MANNER
SATISFACTORY TO AGENT:
(A)
THE RECEIPT BY AGENT OF THIS AMENDMENT, DULY AUTHORIZED AND
EXECUTED BY BORROWERS AND LENDERS;
(B)
THE RECEIPT BY AGENT OF AMENDMENT NO. 1 FEE LETTER, DULY
AUTHORIZED AND EXECUTED BY BORROWERS AND ADMINISTRATIVE AGENT;
(C)
THE LENDERS, THE AGENT AND THE ARRANGERS SHALL HAVE RECEIVED
ALL FEES WHICH BORROWERS ARE OBLIGATED TO PAY PURSUANT TO THE AMENDMENT NO. 1
FEE LETTER AND THE CREDIT AGREEMENT AND, TO THE EXTENT INVOICED AT LEAST TWO (2)
BUSINESS DAYS PRIOR TO THE AMENDMENT NO. 1 EFFECTIVE DATE, ALL EXPENSES REQUIRED
TO BE PAID ON OR BEFORE THE AMENDMENT NO. 1 EFFECTIVE DATE;
(D)
THE RECEIPT BY AGENT OF SUCH LEGAL OPINIONS (INCLUDING
OPINIONS (I) FROM COUNSEL TO THE LOAN PARTIES AND (II) FROM SUCH SPECIAL AND
LOCAL COUNSEL (LIMITED TO ONE LOCAL COUNSEL FOR EACH JURISDICTION) AS MAY BE
REASONABLY REQUIRED BY THE AGENT), CERTIFICATES, DOCUMENTS AND OTHER INSTRUMENTS
AS ARE CUSTOMARY FOR TRANSACTIONS OF THE TYPE CONTEMPLATED BY THIS AMENDMENT OR
AS AGENT MAY REASONABLY REQUEST;
(E)
THE RECEIPT BY AGENT FROM EXISTING AND/OR ADDITIONAL LENDERS
COMMITMENTS (INCLUSIVE OF THE COMMITMENT OF WFCF) TO PROVIDE BOTH THE INCREASE
IN AGGREGATE COMMITMENTS AND THE TRANCHE A-1 COMMITMENTS, IN EACH CASE IN THE
AGGREGATE AMOUNT CONTEMPLATED BY THIS AMENDMENT;
(F)
BORROWERS SHALL