AGENT OR REVOLVING (CANADIAN) FACILITY FACING AGENT, AS APPLICABLE, AND SUCH
LENDER.
SECTION 3.12.
EXISTING LETTERS OF CREDIT.
THE BORROWERS, THE FACING AGENTS AND
THE LENDERS ACKNOWLEDGE THE ISSUANCE OF THE EXISTING LETTERS OF CREDIT AND AGREE
THAT SUCH EXISTING LETTERS OF CREDIT SHALL CONSTITUTE LETTERS OF CREDIT PURSUANT
TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
90
ARTICLE IV
Representations and Warranties
Each of SSCC and the Borrowers represents and warrants to each of the Lenders,
the Agents and the Facing Agents that:
SECTION 4.01.
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 BORROWERS, TO BORROW HEREUNDER.
SECTION 4.02.
AUTHORIZATION.
THE EXECUTION, DELIVERY AND PERFORMANCE BY THE
PARTIES PARTY THERETO OF THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
THEREBY (COLLECTIVELY, THE "MERGER TRANSACTIONS") AND BY EACH OF THE LOAN
PARTIES OF EACH OF THE LOAN DOCUMENTS TO WHICH IT IS A PARTY, THE BORROWINGS
HEREUNDER, THE ISSUANCE OF THE LETTERS OF CREDIT, THE USE OF THE PROCEEDS OF THE
LOANS AND THE LETTERS OF CREDIT, THE CREATION OF THE SECURITY INTERESTS
CONTEMPLATED BY THE SECURITY DOCUMENTS AND THE OTHER TRANSACTIONS CONTEMPLATED
BY THE LOAN DOCUMENTS (OTHER THAN THE MERGER TRANSACTIONS) (COLLECTIVELY, THE
"CREDIT TRANSACTIONS" AND, TOGETHER WITH THE MERGER TRANSACTIONS, THE
"TRANSACTIONS") (A) HAVE BEEN DULY AUTHORIZED BY ALL REQUISITE CORPORATE 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 EXPECTED TO RESULT IN
A MATERIAL ADVERSE EFFECT, OR OF THE CERTIFICATE OF INCORPORATION OR OTHER
CONSTITUTIVE DOCUMENTS OR BY-LAWS OF ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES,
(B) ANY ORDER OF ANY GOVERNMENTAL AUTHORITY OR (C) ANY PROVISION OF ANY
INDENTURE OR OTHER MATERIAL AGREEMENT OR OTHER MATERIAL INSTRUMENT TO WHICH ANY
LOAN PARTY OR ANY OF ITS SUBSIDIARIES IS A PARTY OR BY WHICH ANY OF THEM OR ANY
OF THEIR PROPERTY IS OR MAY BE BOUND, EXCEPT, WITH RESPECT TO THE MERGER
TRANSACTIONS, WHERE SUCH VIOLATIONS COULD NOT REASONABLY BE EXPECTED TO HAVE A