WHICH ARE OWED DIRECTLY BY SUCH GRANTOR) AND (C) ANY
FOREIGN SUBSIDIARY OF HOLDINGS THAT IS A MATERIAL SUBSIDIARY AND THE EQUITY
INTERESTS OF WHICH ARE OWNED DIRECTLY BY SUCH GRANTOR, AND THE CERTIFICATES
REPRESENTING ALL SUCH EQUITY INTERESTS (ALL SUCH EQUITY INTERESTS REFERRED TO IN
CLAUSES (I), (II), (III), AND (IV) ABOVE BEING REFERRED TO AS THE "PLEDGED
EQUITY INTERESTS"); PROVIDED THAT THE PLEDGED EQUITY INTERESTS SHALL NOT INCLUDE
(X)
TO THE EXTENT THAT APPLICABLE LAW REQUIRES THAT A SUBSIDIARY ISSUE
DIRECTORS' QUALIFYING SHARES, ANY SUCH QUALIFYING SHARES, AND (Y) MORE THAN 65%
OF THE ISSUED AND OUTSTANDING VOTING EQUITY INTERESTS OF SSC CANADA OR ANY OTHER
FOREIGN SUBSIDIARY OF HOLDINGS;
(B)
(I) THE PROMISSORY NOTES OWNED BY IT ON THE DATE HEREOF AND LISTED OPPOSITE
THE NAME OF SUCH GRANTOR ON SCHEDULE II, (II) EACH PROMISSORY NOTE EVIDENCING
INTERCOMPANY INDEBTEDNESS AMONG HOLDINGS AND/OR ANY SUBSIDIARY (INCLUDING
AMOUNTS OWED IN CONNECTION WITH THE INTERCOMPANY SETTLEMENTS WITH RESPECT TO
COLLECTIONS FROM ACCOUNTS RECEIVABLE AND INVENTORY OF U.S. LOAN PARTIES
DEPOSITED INTO ACCOUNTS OF CANADIAN LOAN PARTIES AND OTHER INTERCOMPANY
RECEIVABLES) OWNED BY AND OWED TO SUCH GRANTOR AFTER THE DATE HEREOF AND
(III) EACH OTHER PROMISSORY NOTE EVIDENCING INDEBTEDNESS ON OR AFTER THE DATE
HEREOF OWED TO SUCH GRANTOR OTHER THAN INDEBTEDNESS IN
9
A PRINCIPAL AMOUNT OF LESS THAN $5,000,000, SO LONG AS THE AGGREGATE PRINCIPAL
AMOUNT OF INDEBTEDNESS NOT SO PLEDGED UNDER THIS EXCLUSION DOES NOT EXCEED
$10,000,000 (THE PROMISSORY NOTES REFERENCED IN THE PRECEDING CLAUSES (I),
(II) AND (III) BEING REFERRED TO AS THE "PLEDGED DEBT SECURITIES") ;
(C)
SUBJECT TO SECTION 3.06, ALL PAYMENTS OF PRINCIPAL OR INTEREST, DIVIDENDS,
CASH, INSTRUMENTS AND OTHER PROPERTY FROM TIME TO TIME RECEIVED, RECEIVABLE OR
OTHERWISE DISTRIBUTED IN RESPECT OF, IN EXCHANGE FOR OR UPON THE CONVERSION OF,
AND ALL OTHER PROCEEDS RECEIVED IN RESPECT OF, THE SECURITIES REFERRED TO IN
CLAUSES (A) AND (B) ABOVE; AND
(D)
ALL PROCEEDS OF ANY OF THE FOREGOING (THE ITEMS REFERRED TO IN CLAUSES
(A), (B), (C) AND (D) OF THIS SECTION 3.01 ABOVE BEING COLLECTIVELY REFERRED TO
AS THE "PLEDGED COLLATERAL") .
TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title,
interest, powers, privileges and preferences pertaining or incidental thereto,
unto the Security Agent, its successors and assigns, for the ratable benefit of
the Secured Parties, as security for the payment or performance, as the case may
be, in full of the U.S. Secured Obligations; subject, however, to the terms,
covenants and conditions hereinafter set forth.
SECTION 3.02.
Delivery of the Pledged Collateral.
(a)
Each Grantor agrees
promptly to deliver or cause to be delivered to the Security Agent (or the Term
Loan Agent or Permitted Notes Agent or a designated bailee for purposes of
perfection, in accordance with the Intercreditor Agreement) any and all Pledged
Securities at any time owned by such Grantor.
(B)
EACH GRANTOR WILL CAUSE ANY INDEBTEDNESS FOR BORROWED MONEY OWED TO SUCH
GRANTOR BY HOLDINGS AND/OR ANY SUBSIDIARY (INCLUDING AMOUNTS OWED IN