BY THE BORROWER OR ANY OF ITS SUBSIDIARIES OF
NEW LOANS OR OTHER INDEBTEDNESS (OTHER THAN CAPITAL LEASE OBLIGATIONS) (WHETHER
PURSUANT TO INCREMENTAL TERM COMMITMENTS, PERMITTED NOTES OR OTHERWISE, BUT
EXCLUDING ANY SUCH INCURRENCE OF INDEBTEDNESS CONSUMMATED AT THE TIME A CHANGE
IN CONTROL OCCURS) OR (B) RECEIVED BY SUCH LENDER AS A RESULT OF THE MANDATORY
ASSIGNMENT OF SUCH TERM LOANS UNDER THE CIRCUMSTANCES DESCRIBED IN
SECTION 2.20(C) FOLLOWING THE FAILURE OF SUCH LENDER TO CONSENT TO AN AMENDMENT
OF THIS AGREEMENT THAT WOULD HAVE THE EFFECT OF REDUCING THE APPLICABLE RATE
WITH RESPECT TO SUCH TERM LOANS; PROVIDED, HOWEVER THAT NO SUCH PREPAYMENT
PREMIUM SHALL BE PAYABLE (I) WITH RESPECT TO TERM LOANS UP TO AN AGGREGATE
PRINCIPAL AMOUNT OF $500,000,000 THAT ARE PREPAID ON OR PRIOR TO THE DATE THREE
MONTHS AFTER THE FUNDING DATE WITH PROCEEDS FROM THE ISSUANCE OF PERMITTED
UNSECURED NOTES OR (II) IF ALL OUTSTANDING TERM LOANS ARE PREPAID IN THEIR
ENTIRETY ON OR PRIOR TO THE THIRD MENSIVERSARY OF THE FUNDING DATE WITH PROCEEDS
FROM A SENIOR SECURED NOTE OFFERING.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Each of SSCC and SSCE represents and warrants, as of the Closing Date, the
Funding Date, the date of each Credit Event that occurs after the Funding Date
and each other date specifically contemplated hereby, to each of the Lenders as
follows:
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SECTION 3.01. ORGANIZATION; POWERS.
EACH OF THE LOAN PARTIES (A) IS DULY
ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE
JURISDICTION OF ITS ORGANIZATION, (B) HAS ALL REQUISITE POWER AND AUTHORITY TO
OWN ITS PROPERTY AND ASSETS AND TO CARRY ON ITS BUSINESS AS NOW CONDUCTED,
(C) IS QUALIFIED TO DO BUSINESS IN EVERY JURISDICTION WHERE SUCH QUALIFICATION
IS REQUIRED BY THE NATURE OF ITS BUSINESS, THE CHARACTER AND LOCATION OF ITS
PROPERTY, BUSINESS OR CUSTOMERS, OR THE OWNERSHIP OR LEASING OF ITS PROPERTIES,
EXCEPT FOR SUCH JURISDICTIONS IN WHICH THE FAILURE SO TO QUALIFY, IN THE
AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE
EFFECT, AND (D) HAS THE REQUISITE POWER AND AUTHORITY TO EXECUTE, DELIVER AND
PERFORM ITS OBLIGATIONS UNDER EACH OF THE LOAN DOCUMENTS AND EACH OTHER
AGREEMENT OR INSTRUMENT CONTEMPLATED THEREBY TO WHICH IT IS OR WILL BE A PARTY
AND, IN THE CASE OF THE BORROWER, TO BORROW HEREUNDER.
SECTION 3.02. AUTHORIZATION; ABSENCE OF CONFLICTS.
THE EXECUTION, DELIVERY AND
PERFORMANCE BY EACH OF THE LOAN PARTIES OF EACH OF THE LOAN DOCUMENTS TO WHICH
IT IS A PARTY, THE BORROWINGS HEREUNDER, THE USE OF THE PROCEEDS OF THE LOANS,
THE CREATION OF THE SECURITY INTERESTS CONTEMPLATED BY THE SECURITY DOCUMENTS
AND THE OTHER TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS (COLLECTIVELY, THE
"TRANSACTIONS") (A) HAVE BEEN DULY AUTHORIZED BY ALL REQUISITE CORPORATE OR
OTHER ORGANIZATIONAL AND, IF REQUIRED, STOCKHOLDER ACTION AND (B) WILL NOT
(I) VIOLATE (A) ANY PROVISION OF LAW, STATUTE, RULE OR REGULATION, OTHER THAN
ANY LAW, STATUTE, RULE OR REGULATION THE VIOLATION OF WHICH COULD NOT REASONABLY
BE