the Lien Subordination and
Intercreditor Agreement dated as of [•], (as amended, restated, supplemented or
otherwise modified from time to time, the "Intercreditor Agreement"), among
SSCC, the other subsidiaries of SSCC party thereto, the Term Loan Credit Agent
(as defined therein), Revolving Credit Agent (as defined therein) and each
Permitted Notes Agent (as defined therein) that becomes a party thereto.
In the
event of any conflict between the terms of the Intercreditor Agreement and this
Agreement, the terms of the Intercreditor Agreement shall govern and control."
In addition, the Grantors agree that each Revolving Credit Mortgage or Permitted
Notes Mortgage in favor of the Junior Secured Parties covering any Common
Collateral subject to their Junior Lien shall contain such other language as the
Controlling Agent may reasonably request to reflect the subordination of such
Revolving Credit Mortgage or Permitted Notes Mortgage, as the case may be, to
the Term Loan Credit Mortgage or Permitted Notes Mortgage, as the case may be,
in favor of the Prior Secured Parties covering such Common Collateral.
SECTION 5.05.
BAILEE FOR PERFECTION.
(A)
EACH PRIOR AGENT AGREES TO HOLD THAT
PART OF THE COMMON COLLATERAL ON WHICH IT HOLDS A PRIOR LIEN AND THAT IS IN ITS
POSSESSION OR CONTROL, OR IN THE POSSESSION OR CONTROL OF ITS AGENTS OR BAILEES
(SUCH COLLATERAL BEING THE "PLEDGED COLLATERAL"), AS COLLATERAL AGENT FOR ITS
RELATED SECURED PARTIES AND AS GRATUITOUS BAILEE AND, WITH RESPECT TO SUCH
COMMON COLLATERAL THAT CANNOT BE PERFECTED IN SUCH MANNER, AS AGENT FOR, THE
OTHER AGENTS (SUCH BAILMENT OR AGENCY BEING INTENDED, AMONG OTHER THINGS, TO
SATISFY THE REQUIREMENTS OF SECTIONS 8-301(A)(2) AND 9-313(C) OF THE UCC) AND
ANY ASSIGNEE THEREOF SOLELY FOR THE PURPOSE OF PERFECTING THE SECURITY INTERESTS
GRANTED UNDER THE APPLICABLE CREDIT DOCUMENTS, SUBJECT TO THE TERMS AND
CONDITIONS OF THIS SECTION.
EACH JUNIOR AGENT AGREES (A) TO HOLD ANY PART OF
THE PLEDGED COLLATERAL OF WHICH IT OBTAINS POSSESSION OR CONTROL (INCLUDING
THROUGH ANY OF ITS AGENTS OR BAILEES) AS COLLATERAL AGENT FOR THE PRIOR SECURED
PARTIES AND JUNIOR SECURED PARTIES AND ANY ASSIGNEES OF THE FOREGOING SOLELY FOR
THE PURPOSE OF PERFECTING THE SECURITY INTEREST GRANTED UNDER THE APPLICABLE
PRIOR CREDIT DOCUMENTS, SUBJECT TO THE TERMS AND CONDITIONS OF THIS SECTION AND
(B) AS SOON AS PRACTICABLE AFTER IT (OR ANY OF ITS AGENTS OR BAILEES) OBTAINS
POSSESSION OF ANY COMMON COLLATERAL, DELIVER OR CAUSE TO BE DELIVERED SUCH
COMMON COLLATERAL, TOGETHER WITH ANY NECESSARY ENDORSEMENTS, TO THE CONTROLLING
AGENT SO AS TO ALLOW SUCH CONTROLLING AGENT TO OBTAIN CONTROL OF SUCH COMMON
COLLATERAL AND COOPERATE WITH SUCH CONTROLLING AGENT TO ASSIGN CONTROL OVER SUCH
COMMON COLLATERAL TO THE CONTROLLING AGENT (OR ITS AGENTS OR BAILEES).
(B)
NO PRIOR AGENT SHALL HAVE ANY OBLIGATION WHATSOEVER TO THE JUNIOR AGENTS OR
THE JUNIOR SECURED PARTIES TO ENSURE THAT ANY PLEDGED COLLATERAL IS GENUINE OR
OWNED BY ANY OF THE GRANTORS OR TO PRESERVE RIGHTS OR BENEFITS OF ANY PERSON
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION.
THE