MATERIAL ADVERSE EFFECT, (II) CONSTITUTE (ALONE OR WITH NOTICE OR LAPSE OF TIME
OR BOTH) A DEFAULT UNDER ANY SUCH INDENTURE, AGREEMENT OR OTHER INSTRUMENT,
EXCEPT, WITH RESPECT TO THE MERGER TRANSACTIONS, WHERE SUCH DEFAULTS COULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, OR (III) RESULT IN THE
CREATION OR IMPOSITION OF ANY LIEN (OTHER THAN ANY LIEN CREATED HEREUNDER OR
UNDER THE SECURITY DOCUMENTS) UPON OR WITH RESPECT TO ANY PROPERTY OR ASSETS NOW
OWNED OR HEREAFTER ACQUIRED BY ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES.
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SECTION 4.03.
ENFORCEABILITY.
THIS AGREEMENT HAS BEEN DULY EXECUTED AND
DELIVERED BY SSCC AND EACH BORROWER AND CONSTITUTES, AND EACH OTHER LOAN
DOCUMENT WHEN EXECUTED AND DELIVERED BY EACH LOAN PARTY THAT IS PARTY THERETO
WILL CONSTITUTE, A LEGAL, VALID AND BINDING OBLIGATION OF SSCC, EACH BORROWER
AND THE OTHER LOAN PARTIES, AS APPLICABLE, ENFORCEABLE AGAINST EACH OF THEM IN
ACCORDANCE WITH ITS TERMS (EXCEPT AS THE ENFORCEABILITY THEREOF MAY BE LIMITED
BY BANKRUPTCY, INSOLVENCY REORGANIZATION, MORATORIUM OR SIMILAR LAWS AFFECTING
THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY AND SUBJECT TO GENERAL PRINCIPLES
OF EQUITY (WHETHER ENFORCEMENT IS SOUGHT BY PROCEEDING IN EQUITY OR AT LAW)).
SECTION 4.04.
GOVERNMENTAL APPROVALS.
NO ACTION, CONSENT OR APPROVAL OF,
REGISTRATION OR FILING WITH OR ANY OTHER ACTION BY ANY GOVERNMENTAL AUTHORITY IS
OR WILL BE REQUIRED IN CONNECTION WITH THE TRANSACTIONS, EXCEPT FOR (A) THE
FILING OF UNIFORM COMMERCIAL CODE FINANCING STATEMENTS AND SIMILAR SECURITY OR
COLLATERAL FILINGS AND REGISTRATIONS UNDER APPLICABLE LAWS IN OTHER
JURISDICTIONS, (B) RECORDATION OF THE MORTGAGES, (C) FILINGS WITH THE UNITED
STATES PATENT AND TRADEMARK OFFICE, THE UNITED STATES COPYRIGHT OFFICE AND THE
CANADIAN INTELLECTUAL PROPERTY OFFICE, AND REGISTRATIONS WITH THE REGISTERS OF
PERSONAL AND MOVABLE REAL RIGHTS OF THE PROVINCE OF QUEBEC AND WITH LAND
REGISTERS FOR VARIOUS LAND REGISTRATION DIVISIONS OF THE PROVINCE OF QUEBEC,
(D) SUCH ACTIONS, CONSENTS, APPROVALS, REGISTRATIONS AND FILINGS AS HAVE BEEN
MADE OR OBTAINED AND ARE IN FULL FORCE AND EFFECT, AND (E) WITH RESPECT TO THE
MERGER TRANSACTIONS, ACTIONS, CONSENTS, APPROVALS, REGISTRATIONS, FILINGS OR
OTHER ACTIONS THE FAILURE TO OBTAIN WHICH COULD NOT REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT.
SECTION 4.05.
FINANCIAL STATEMENTS.
EACH OF SSCC, SSCE AND SSC CANADA HAS
DELIVERED TO THE LENDERS (A) ITS AUDITED FINANCIAL STATEMENTS FOR THE FISCAL
YEAR ENDED DECEMBER 31, 2003, TOGETHER WITH ITS ANNUAL REPORT ON FORM 10-K, IF
ANY, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO SUCH
FISCAL YEAR, AND (B) ITS UNAUDITED FINANCIAL STATEMENTS FOR THE FISCAL QUARTER
ENDED JUNE 30, 2004, TOGETHER WITH ITS QUARTERLY REPORT ON FORM 10-Q, IF ANY,
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO SUCH FISCAL
QUARTER.
ALL FINANCIAL STATEMENTS SET FORTH OR REFERRED TO IN THE MATERIALS
SPECIFIED IN THE PRECEDING SENTENCE WERE PREPARED IN CONFORMITY WITH U.S. GAAP
OR CANADIAN GAAP, AS APPLICABLE, EXCEPT, IN THE CASE OF UNAUDITED FINANCIAL
STATEMENTS, FOR THE ABSENCE OF FOOTNOTE DISCLOSURE AND FOR YEAR-END AUDIT
ADJUSTMENTS.