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, (II) CONSTITUTE
(ALONE OR WITH NOTICE OR LAPSE OF TIME OR BOTH) A DEFAULT UNDER ANY SUCH
INDENTURE, AGREEMENT OR OTHER INSTRUMENT OR GIVE RISE TO A RIGHTS THEREUNDER TO
REQUIRE ANY PAYMENT, REPURCHASE OR REDEMPTION TO BE MADE BY ANY LOAN PARTY, OR
GIVE RISE TO A RIGHT OF, OR RESULT IN, ANY TERMINATION, CANCELLATION,
ACCELERATION OR RIGHT OF RENEGOTIATION OF ANY OBLIGATION THEREUNDER, 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.
SECTION 3.03. ENFORCEABILITY.
THIS AGREEMENT HAS BEEN DULY EXECUTED AND
DELIVERED BY SSCC AND SSCE 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, SSCE 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 3.04. GOVERNMENTAL APPROVALS.
NO ACTION, CONSENT OR APPROVAL OF,
REGISTRATION OR FILING WITH OR ANY OTHER ACTION BY ANY GOVERNMENTAL AUTHORITY IS
OR
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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 AND THE UNITED STATES COPYRIGHT OFFICE,
(D) THE ENTRY BY THE BANKRUPTCY COURT OF THE CONFIRMATION ORDER REFERRED TO IN
SECTION 4.02 AND (D) SUCH ACTIONS, CONSENTS, APPROVALS, REGISTRATIONS AND
FILINGS AS HAVE BEEN MADE OR OBTAINED AND ARE IN FULL FORCE AND EFFECT.
SECTION 3.05. FINANCIAL STATEMENTS.
EACH OF SSCC AND SSCE HAS DELIVERED TO THE
LENDERS (A) ITS AUDITED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2008, 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
SEPTEMBER 30, 2009, TOGETHER WITH ITS QUARTERLY REPORT ON FORM 10-Q FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO SUCH FISCAL QUARTER.
ALL
FINANCIAL STATEMENTS SET