TO HAVE A MATERIAL ADVERSE EFFECT.
(G)
AS OF THE CLOSING DATE, TO THE KNOWLEDGE OF SSCC AND EACH BORROWER, NONE OF
THE REAL PROPERTIES ARE (I) LISTED OR PROPOSED FOR LISTING ON THE NATIONAL
PRIORITIES LIST UNDER CERCLA OR (II) LISTED IN THE COMPREHENSIVE ENVIRONMENTAL
RESPONSE, COMPENSATION, LIABILITY INFORMATION SYSTEM LIST PROMULGATED PURSUANT
TO CERCLA.
(H)
TO THE KNOWLEDGE OF SSCC AND EACH BORROWER, THERE ARE NO EVENTS,
CONDITIONS, CIRCUMSTANCES, ACTIVITIES, PRACTICES, INCIDENTS, ACTIONS OR PLANS
THAT COULD REASONABLY BE ANTICIPATED TO INTERFERE WITH OR PREVENT COMPLIANCE
WITH ANY ENVIRONMENTAL LAW, OR WHICH MAY GIVE RISE TO LIABILITY UNDER ANY
ENVIRONMENTAL LAW, OR OTHERWISE FORM THE BASIS OF ANY CLAIM, ACTION, DEMAND,
SUIT, PROCEEDING, HEARING OR NOTICE OF VIOLATION, STUDY OR INVESTIGATION, BASED
ON OR RELATED TO THE MANUFACTURE, PROCESSING, DISTRIBUTION, USE, GENERATION,
TREATMENT, STORAGE, DISPOSAL, TRANSPORT, SHIPPING OR HANDLING, THE EMISSION,
DISCHARGE, RELEASE OR THREATENED RELEASE INTO THE ENVIRONMENT OF, OR EXPOSURE
TO, ANY HAZARDOUS MATERIAL THAT COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
SECTION 4.16.
SOLVENCY.
IMMEDIATELY AFTER GIVING EFFECT TO THE TRANSACTIONS TO
OCCUR ON THE CLOSING DATE, (A) THE PRESENT FAIR SALEABLE VALUE OF THE ASSETS OF
SSCC AND THE SUBSIDIARIES, ON A CONSOLIDATED BASIS, WILL EXCEED THE AMOUNT THAT
WILL BE REQUIRED TO BE PAID ON OR IN RESPECT OF THE EXISTING DEBTS AND OTHER
LIABILITIES (INCLUDING CONTINGENT LIABILITIES) OF SSCC
AND THE SUBSIDIARIES, ON
A CONSOLIDATED BASIS, AS THEY BECOME ABSOLUTE AND MATURE, (B) SSCC AND THE
SUBSIDIARIES, ON A CONSOLIDATED BASIS, WILL NOT HAVE UNREASONABLY SMALL CAPITAL
TO CARRY OUT THEIR BUSINESSES AS CONDUCTED OR AS PROPOSED TO BE CONDUCTED, AND
(C) NEITHER SSCC NOR ANY BORROWER INTENDS TO, NOR DOES IT INTEND TO PERMIT ANY
OF ITS SUBSIDIARIES TO, AND DOES NOT BELIEVE THAT IT OR ANY SUCH
96
SUBSIDIARY WILL, INCUR DEBTS BEYOND ITS ABILITY TO PAY SUCH DEBTS AS THEY BECOME
ABSOLUTE AND MATURE (TAKING INTO ACCOUNT THE TIMING AND AMOUNTS OF CASH TO BE
RECEIVED BY EACH OF THEM OR ANY SUCH SUBSIDIARY AND THE AMOUNTS TO BE PAYABLE ON
OR IN RESPECT OF ITS OBLIGATIONS).
SECTION 4.17.
SECURITY DOCUMENTS.
(A)
THE GUARANTEE AND COLLATERAL AGREEMENT
(U.S.), UPON EXECUTION AND DELIVERY THEREOF BY THE PARTIES THERETO, WILL CREATE
IN FAVOR OF THE COLLATERAL AGENT, FOR THE RATABLE BENEFIT OF THE BENEFICIARIES
NAMED THEREIN, A LEGAL, VALID AND ENFORCEABLE SECURITY INTEREST IN THE
COLLATERAL (AS DEFINED THEREIN) (OTHER THAN VESSELS) AND PROCEEDS THEREOF AND
(I) WHEN THE PLEDGED COLLATERAL (AS DEFINED THEREIN) IS DELIVERED TO THE
COLLATERAL AGENT, THE GUARANTEE AND COLLATERAL AGREEMENT (U.S.) SHALL CONSTITUTE
A FULLY PERFECTED FIRST PRIORITY LIEN ON, AND SECURITY INTEREST IN, ALL RIGHT,
TITLE AND INTEREST OF THE LOAN PARTIES IN SUCH PLEDGED COLLATERAL, IN EACH CASE
PRIOR AND SUPERIOR IN RIGHT TO ANY OTHER PERSON, AND (II) WHEN FINANCING
STATEMENTS IN APPROPRIATE FORM HAVE BEEN DULY FILED IN THE OFFICES SPECIFIED ON
SCHEDULE 4.17(A), THE LIEN CREATED UNDER THE GUARANTEE AND COLLATERAL AGREEMENT
(U.S.) (OTHER THAN WITH RESPECT