LOAN PARTY OR ANY SPECIAL PURPOSE
FINANCE SUBSIDIARY TO FINANCE A PERMITTED ACQUISITION ("ACQUISITION
INDEBTEDNESS"); PROVIDED, THAT (I) AT THE TIME OF THE INCURRENCE OF SUCH
ACQUISITION INDEBTEDNESS, BOTH BEFORE AND IMMEDIATELY AFTER GIVING EFFECT
THERETO AND SUCH PERMITTED ACQUISITION, NO DEFAULT OR EVENT OF DEFAULT SHALL
HAVE OCCURRED AND BE CONTINUING, (II) SUCH ACQUISITION INDEBTEDNESS HAS A FINAL
MATURITY MORE THAN 90 DAYS AFTER THE LATER OF THE TERM LOAN MATURITY DATE AND
THE INCREMENTAL TERM LOAN MATURITY DATE (IF ANY) AND REQUIRES NO SCHEDULED OR
OTHER MANDATORY PAYMENT OF PRINCIPAL IN CASH (INCLUDING ANY PAYMENT IN CASH AT
THE OPTION OF THE HOLDERS OF SUCH INDEBTEDNESS AND ANY PAYMENT IN CASH PURSUANT
TO A SINKING FUND OBLIGATION, BUT EXCLUDING ANY PAYMENT REQUIRED UPON THE
OCCURRENCE OF A CHANGE OF CONTROL) PRIOR TO THE DATE THAT IS 90 DAYS AFTER THE
LATER OF THE TERM LOAN MATURITY DATE AND THE INCREMENTAL TERM LOAN MATURITY DATE
(IF ANY), (III) AFTER GIVING PRO FORMA EFFECT TO THE INCURRENCE OF SUCH
ACQUISITION INDEBTEDNESS AND SUCH PERMITTED ACQUISITION, THE CONSOLIDATED
LEVERAGE RATIO AS OF THE DATE OF SUCH INCURRENCE, CALCULATED IN ACCORDANCE WITH
SECTION 1.05, SHALL NOT EXCEED 5.5 TO 1.0; AND (IV) ON OR PRIOR TO THE DATE OF
SUCH INCURRENCE, SSCC SHALL HAVE DELIVERED A CERTIFICATE OF A FINANCIAL OFFICER
CONFIRMING COMPLIANCE WITH THIS PARAGRAPH (Q), TOGETHER WITH REASONABLY DETAILED
CALCULATIONS DEMONSTRATING SATISFACTION OF THE REQUIREMENT SET FORTH IN CLAUSE
(III) ABOVE;
(R)
INDEBTEDNESS OF SSCC OR ANY SUBSIDIARY EVIDENCING OBLIGATIONS TO MAKE
PAYMENTS IN RESPECT OF RIGHTS TO CUT, HARVEST OR OTHERWISE ACQUIRE TIMBER ON
PROPERTY OWNED BY ANY OTHER PERSON, PROVIDED THAT THE AGGREGATE AMOUNT OF SUCH
INDEBTEDNESS SHALL NOT EXCEED $10,000,000 AT ANY TIME OUTSTANDING;
(S)
INDEBTEDNESS INCURRED IN CONNECTION WITH (I) PERMITTED EQUIPMENT FINANCINGS
IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $100,000,000 AT ANY TIME
OUTSTANDING OR (II) PERMITTED TIMBER FINANCINGS;
(T)
SSCC CONVERTIBLE SUBORDINATED EXCHANGE DEBENTURES;
(U)
INDEBTEDNESS IN THE FORM OF ANY EARNOUT OR OTHER SIMILAR CONTINGENT PAYMENT
OBLIGATION INCURRED IN CONNECTION WITH AN ACQUISITION PERMITTED HEREUNDER; AND
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(V)
INDEBTEDNESS OF PUI IN AN AGGREGATE AMOUNT NOT TO EXCEED U.S.$10,000,000
OUTSTANDING AT ANY TIME, AND THE GUARANTEE THEREOF BY SSCE ON AN UNSECURED
BASIS.
SECTION 7.02.
LIENS.
(A)
CREATE, INCUR, ASSUME OR PERMIT TO EXIST ANY LIEN ON
ANY PROPERTY OR ASSETS (INCLUDING STOCK OR OTHER SECURITIES OF ANY PERSON) NOW
OWNED OR HEREAFTER ACQUIRED BY IT OR ON ANY INCOME OR REVENUES OR RIGHTS IN
RESPECT OF ANY THEREOF, EXCEPT:
(I) PERMITTED LIENS;
(II) LIENS CREATED UNDER THE LOAN DOCUMENTS;
(III) LIENS ON PROGRAM RECEIVABLES GRANTED PURSUANT TO THE RECEIVABLES PROGRAM
DOCUMENTS;
(IV) LIENS EXISTING AS OF THE CLOSING DATE AND LISTED ON SCHEDULE 7.02(A)(IV),
PROVIDED THAT (A) SUCH LIENS SHALL APPLY ONLY TO THE PROPERTY OR ASSETS TO WHICH
THEY APPLY ON THE CLOSING DATE AND (B) SUCH LIENS SHALL SECURE ONLY (X) THOSE
OBLIGATIONS THAT THEY SECURE ON THE CLOSING DATE AND (Y) REFINANCINGS OF SUCH
SECURED OBLIGATIONS PERMITTED