FORTH OR REFERRED TO IN THE MATERIALS SPECIFIED IN THE
PRECEDING SENTENCE WERE PREPARED IN CONFORMITY WITH GAAP, EXCEPT, IN THE CASE OF
UNAUDITED FINANCIAL STATEMENTS, FOR THE ABSENCE OF FOOTNOTE DISCLOSURE AND FOR
YEAR-END AUDIT ADJUSTMENTS.
ALL SUCH FINANCIAL STATEMENTS FAIRLY PRESENT IN ALL
MATERIAL RESPECTS THE CONSOLIDATED FINANCIAL POSITION OF SUCH PERSONS AND THEIR
RESPECTIVE SUBSIDIARIES AS AT THE DATE THEREOF AND THE CONSOLIDATED RESULTS OF
OPERATIONS AND CASH FLOWS OF SUCH PERSONS AND THEIR RESPECTIVE SUBSIDIARIES FOR
EACH OF THE PERIODS COVERED THEREBY.
EXCEPT AS DISCLOSED IN SUCH FINANCIAL
STATEMENTS, NEITHER SSCC NOR ANY OF THE SUBSIDIARIES HAD AT THE DATE OF SUCH
FINANCIAL STATEMENTS ANY MATERIAL CONTINGENT OBLIGATION, MATERIAL CONTINGENT
LIABILITY OR MATERIAL LIABILITY FOR TAXES, LONG-TERM LEASE OR UNUSUAL FORWARD OR
LONG-TERM COMMITMENT OR OBLIGATIONS TO RETIRED EMPLOYEES FOR MEDICAL OR OTHER
EMPLOYEE BENEFITS THAT IS NOT REFLECTED IN THE FOREGOING FINANCIAL STATEMENTS OR
THE NOTES THERETO.
SECTION 3.06. NO MATERIAL ADVERSE EFFECT.
SINCE DECEMBER 31, 2008, OTHER THAN
THE COMMENCEMENT OF THE BANKRUPTCY PROCEEDINGS AND THOSE EVENTS AND CONDITIONS
WHICH CUSTOMARILY OCCUR AS A RESULT OF EVENTS FOLLOWING THE COMMENCEMENT OF A
PROCEEDING UNDER CHAPTER 11 OF THE BANKRUPTCY CODE AND THE CCAA, THERE HAS BEEN
NO EVENT OR CONDITION THAT HAS HAD, OR COULD REASONABLY BE EXPECTED TO HAVE, A
MATERIAL ADVERSE EFFECT.
SECTION 3.07. TITLE TO PROPERTIES; POSSESSION UNDER LEASES.
(A)
EXCEPT AS SET
FORTH ON SCHEDULE 3.07, EACH OF SSCC AND THE SUBSIDIARIES HAS GOOD AND
MARKETABLE TITLE TO, OR VALID LEASEHOLD INTERESTS IN, ALL ITS MATERIAL
PROPERTIES AND ASSETS, EXCEPT FOR MINOR DEFECTS IN TITLE THAT DO NOT INTERFERE
IN ANY MATERIAL RESPECT WITH ITS ABILITY TO CONDUCT ITS BUSINESS AS CURRENTLY
CONDUCTED.
ALL SUCH TITLE TO, OR LEASEHOLD INTEREST IN, MATERIAL PROPERTIES AND
ASSETS ARE FREE AND CLEAR OF LIENS, OTHER THAN LIENS EXPRESSLY PERMITTED BY
SECTION 6.02 AND LIENS WITH RESPECT TO WHICH THE ADMINISTRATIVE AGENT WILL
RECEIVE ON OR PRIOR TO THE FUNDING DATE DULY EXECUTED RELEASES AND TERMINATION
STATEMENTS IN CONNECTION THEREWITH.
(B)
EACH OF SSCC AND THE SUBSIDIARIES HAS COMPLIED WITH ALL OBLIGATIONS UNDER
ALL LEASES TO WHICH IT IS A PARTY AND ENJOYS PEACEFUL AND UNDISTURBED POSSESSION
70
UNDER ALL SUCH LEASES, EXCEPT WHERE THE FAILURE THEREOF COULD NOT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
SECTION 3.08. SUBSIDIARIES.
SCHEDULE 3.08 SETS FORTH AS OF THE CLOSING DATE A
LIST OF ALL THE SUBSIDIARIES OF SSCC, THEIR JURISDICTION OF ORGANIZATION AND THE
PERCENTAGE OWNERSHIP INTEREST IN EACH SUBSIDIARY HELD BY SSCC OR ANY OTHER
SUBSIDIARY.
SECTION 3.09. LITIGATION; COMPLIANCE WITH LAWS.
(A)
EXCEPT AS SET FORTH IN
SCHEDULE 3.09, THERE ARE NO ACTIONS, SUITS OR PROCEEDINGS AT LAW OR IN EQUITY OR
BY OR BEFORE ANY GOVERNMENTAL AUTHORITY NOW PENDING OR, TO THE KNOWLEDGE OF SSCC
OR THE BORROWER, THREATENED AGAINST OR AFFECTING SSCC, THE BORROWER OR ANY OF
THE SUBSIDIARIES OR ANY BUSINESS OR PROPERTY OF ANY SUCH PERSON THAT
(I) PURPORTS TO AFFECT THE LEGALITY, VALIDITY OR ENFORCEABILITY OF