ANY LOAN
DOCUMENT OR THE TRANSACTIONS OR (II) COULD REASONABLY BE EXPECTED, INDIVIDUALLY
OR IN THE AGGREGATE, TO RESULT IN A MATERIAL ADVERSE EFFECT.
(B)
NONE OF SSCC , THE BORROWER AND ANY OF THE SUBSIDIARIES NOR ANY OF THEIR
RESPECTIVE PROPERTIES OR ASSETS IS (I) IN VIOLATION OF, NOR WILL THE CONTINUED
OPERATION OF THEIR PROPERTIES AND ASSETS AS CURRENTLY CONDUCTED VIOLATE, ANY
LAW, RULE, REGULATION, STATUTE (INCLUDING ANY ZONING, BUILDING, ENVIRONMENTAL
LAWS, ORDINANCE, CODE OR APPROVAL OR ANY BUILDING PERMITS) OR ANY RESTRICTIONS
OF RECORD OR AGREEMENTS AFFECTING THE MORTGAGED PROPERTIES, WHERE SUCH
VIOLATIONS COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT OR
(II) IN DEFAULT WITH RESPECT TO ANY JUDGMENT, WRIT, INJUNCTION, DECREE OR ORDER
OF ANY GOVERNMENTAL AUTHORITY, WHERE SUCH DEFAULTS, INDIVIDUALLY OR IN THE
AGGREGATE, COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
SECTION 3.10. FEDERAL RESERVE REGULATIONS.
(A)
NONE OF SSCC, THE BORROWER AND
THE SUBSIDIARIES IS ENGAGED OR WILL ENGAGE, PRINCIPALLY, OR AS ONE OF ITS
IMPORTANT ACTIVITIES, IN THE BUSINESS OF PURCHASING OR CARRYING MARGIN STOCK OR
EXTENDING CREDIT FOR THE PURPOSE OF PURCHASING OR CARRYING MARGIN STOCK.
(B)
NO PART OF THE PROCEEDS OF ANY LOAN WILL BE USED, WHETHER DIRECTLY OR
INDIRECTLY, AND WHETHER IMMEDIATELY, INCIDENTALLY OR ULTIMATELY, (I) TO PURCHASE
OR CARRY MARGIN STOCK OR TO EXTEND CREDIT TO OTHERS FOR THE PURPOSE OF
PURCHASING OR CARRYING MARGIN STOCK OR TO REFUND INDEBTEDNESS ORIGINALLY
INCURRED FOR SUCH PURPOSE OR (II) FOR ANY PURPOSE THAT ENTAILS A VIOLATION OF,
OR IS INCONSISTENT WITH, THE PROVISIONS OF THE REGULATIONS OF THE BOARD,
INCLUDING REGULATION T, U OR X.
SECTION 3.11. INVESTMENT COMPANY ACT.
NONE OF SSCC, THE BORROWER OR THE
SUBSIDIARIES IS AN "INVESTMENT COMPANY" AS DEFINED IN, OR IS SUBJECT TO
REGULATION UNDER, THE INVESTMENT COMPANY ACT OF 1940.
SECTION 3.12. TAX RETURNS.
EACH OF SSCC, THE BORROWER AND THE SUBSIDIARIES HAS
FILED OR CAUSED TO BE FILED ALL FEDERAL, FOREIGN, STATE, PROVINCIAL, REGIONAL
AND LOCAL INCOME AND OTHER MATERIAL TAX RETURNS REQUIRED TO HAVE BEEN FILED BY
IT OR WITH RESPECT TO IT AND HAS PAID OR CAUSED TO BE PAID ALL TAXES SHOWN TO BE
DUE AND PAYABLE ON SUCH RETURNS OR ON ANY ASSESSMENTS RECEIVED BY IT OR WITH
RESPECT TO IT, EXCEPT TAXES THAT
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ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS AND FOR WHICH IT
HAS SET ASIDE ON ITS BOOKS ADEQUATE RESERVES IN ACCORDANCE WITH GAAP OR CANADIAN
GAAP, AS APPLICABLE.
SECTION 3.13. NO MATERIAL MISSTATEMENTS.
THE INFORMATION PROVIDED BY OR ON
BEHALF OF SSCC AND SSCE AND CONTAINED IN THE CONFIDENTIAL INFORMATION MEMORANDUM
(INCLUDING ALL ATTACHMENTS AND EXHIBITS THERETO), AS SUPPLEMENTED, AND OTHER
INFORMATION FURNISHED IN WRITING BY OR ON BEHALF OF SSCC OR THE BORROWER TO ANY
ARRANGER OR ANY LENDER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS, WHEN TAKEN AS A WHOLE, AS OF THE DATE
SUCH INFORMATION WAS SO FURNISHED, DOES NOT CONTAIN ANY UNTRUE