Amount”), the Company shall promptly (and in any event within two Business Days) repay, prepay, repurchase, redeem, legally defease or otherwise retire (or cause to be repaid, prepaid, repurchased, redeemed, legally defeased or otherwise retired) such Excess Amount at a price equal to 100% of such Excess Amount (plus any applicable accrued and unpaid interest on the Excess Amount) such that the remaining aggregate principal amount of Notes issued and outstanding does not exceed US$500,000,000.
(c) Section 2.5 is hereby amended and restated in its entirety as follows:
“The Company agrees that from the first Closing Date hereunder, at any time that Notes have been drawn and are outstanding or within 45 days prior to each Closing Date hereunder, without the prior written consent of the Purchaser, the Company will not and will not permit any of its Subsidiaries to make or pay, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on the Existing Unsecured Notes or the Series II Notes (as defined in the SBG Unsecured Notes Indenture), or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of the Existing Unsecured Notes or the Series II Notes, except for payments of regularly scheduled interest on the Existing Unsecured Notes or the Series II Notes and except for payments of customary consent fees in connection with a consent solicitation with respect to the Existing Unsecured Notes or the Series II Notes.”
2. Representations and Warranties. The Company and the Co-Obligor hereby jointly and severally represent and warrant to the Purchaser, and the Purchaser hereby represents and warrants to the Company and the Co-Obligor, in the case of the Company and the Co-Obligor as to themselves, and in the case of the Purchaser as to itself and only with respect to the representations and warranties contained in clause (a) and clause (b)(i) below, as of the date of this Amendment that:
(a) this Amendment and the Note Purchase Agreement, as amended hereby, (i) constitute a valid and legally binding agreement of the Company and the Co-Obligor, or the Purchaser, as applicable, subject to the Enforceability Exceptions and (ii) have been duly authorized, executed and delivered and all action required to be taken by the Company and the Co-Obligor, or the Purchaser, as applicable, for the due and proper authorization, execution and delivery of the Amendment has been or will be duly and validly taken on or prior to the date hereof; and
(b) the execution, delivery and performance by the Company and the Co- Obligor, or the Purchaser, as applicable, of this Amendment (i) do not require the consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority; and (ii) do not and will not (A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, result in the termination, modification or acceleration of, or result in the creation or imposition of any lien, charge or encumbrance upon any property, right or asset of the Company or the Co-Obligor pursuant to any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or the Co-Obligor is a party or by which the Company or the Co-Obligor is bound or to which any property, right
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