IN ALL MATERIAL RESPECTS ON OR BEFORE APRIL 1,
2008, AGENT BANK AND EACH OF THE LENDERS:
A.
AGREE THAT THE NEW ACQUISITION
CERTIFICATIONS WITH RESPECT TO THE MARA PROPERTY MAY BE DEFERRED UNTIL SUCH TIME
AS THE MARA ENVIRONMENTAL COMPLIANCE HAS BEEN COMPLETED; AND
B.
AGREE THAT THE REQUIREMENT THAT SDI
ENCUMBER THE MARA PROPERTY AS COLLATERAL SHALL BE DEFERRED UNTIL SUCH TIME AS
THE MARA ENVIRONMENTAL COMPLIANCE HAS OCCURRED AND BORROWERS HAVE DELIVERED THE
NEW ACQUISITION CERTIFICATIONS WITH RESPECT TO THE MARA PROPERTY.
SECTION 5.31.
SPECIAL PROVISIONS REGARDING
ACQUISITION OF ADDITIONAL PROPERTIES WITH ENVIRONMENTAL ISSUES.
IN THE EVENT
THE BORROWER CONSOLIDATION DESIRES TO ACQUIRE OWNERSHIP OF ADDITIONAL REAL
PROPERTY, BUT BECAUSE OF ENVIRONMENTAL ISSUES WOULD BE UNABLE TO DELIVER THE NEW
ACQUISITION CERTIFICATIONS AS PROVIDED IN SECTION 5.06(B) OR 6.09(I)(III):
A.
NO LESS THAN FORTY-FIVE (45) DAYS PRIOR
TO THE DATE BORROWERS DESIRE TO ACQUIRE TITLE TO SUCH PROPERTY, BORROWERS SHALL
DELIVER TO AGENT BANK WITH SUFFICIENT COPIES FOR EACH OF THE LENDERS (I) A
DETAILED DESCRIPTION OF THE TRANSACTION,
126
INCLUDING THE PURCHASE PRICE AND OTHER MATERIAL TERMS, (II) A LEGAL DESCRIPTION
AND MAP OF SUCH PROPERTY, (III) A COPY OF ALL REPORTS, INVESTIGATIONS AND OTHER
INQUIRIES CONCERNING THE APPLICABLE ENVIRONMENTAL ISSUES, AND (IV) THE PROPOSED
TIMELINE FOR REMEDIATING SUCH ENVIRONMENTAL ISSUES AND DELIVERING THE NECESSARY
NEW ACQUISITION CERTIFICATIONS;
B.
UPON THE CONSENT OF REQUISITE LENDERS,
BORROWERS SHALL BE PERMITTED TO ACQUIRE OWNERSHIP OF THE SUBJECT PROPERTY AND
THE REQUIREMENT THAT BORROWERS ENCUMBER SUCH PROPERTY AS COLLATERAL AND GIVE THE
NEW ACQUISITION CERTIFICATIONS WITH RESPECT TO SUCH PROPERTY SHALL BE DEFERRED
UNTIL SUCH DATE AS MAY BE APPROVED BY THE REQUISITE LENDERS.
SECTION 5.32.
USA PATRIOT ACT.
EACH LENDER THAT IS
SUBJECT TO THE PATRIOT ACT (AS HEREINAFTER DEFINED) TO THE EXTENT REQUIRED
THEREBY, NOTIFIES BORROWER THAT PURSUANT TO THE REQUIREMENTS OF THE USA PATRIOT
ACT (TITLE III OF PUB. L. 107-56 (SIGNED INTO LAW OCTOBER 26, 2001)) (THE
"PATRIOT ACT"), IT IS REQUIRED TO OBTAIN, VERIFY AND RECORD INFORMATION THAT
IDENTIFIES EACH BORROWER, WHICH INFORMATION INCLUDES THE NAME AND ADDRESS OF
EACH BORROWER AND OTHER INFORMATION THAT WILL ALLOW SUCH LENDER TO IDENTIFY EACH
OF THE BORROWERS IN ACCORDANCE WITH THE PATRIOT ACT, AND BORROWERS AGREE TO
PROVIDE SUCH INFORMATION FROM TIME TO TIME TO ANY LENDER.
ARTICLE VI
FINANCIAL COVENANTS
Until the occurrence of Bank Facilities Termination, the Borrower Consolidation
agrees, as set forth below, to comply or cause compliance with the following
Financial Covenants:
SECTION 6.01.
TOTAL LEVERAGE RATIO.
COMMENCING AS
OF THE FIRST FISCAL QUARTER ENDING ON SEPTEMBER 30, 2006 AND CONTINUING AS OF
EACH FISCAL QUARTER END UNTIL BANK FACILITIES TERMINATION, THE BORROWER
CONSOLIDATION SHALL MAINTAIN A TOTAL LEVERAGE RATIO NO GREATER THAN THE RATIOS
DESCRIBED HEREINBELOW AS OF THE END OF EACH FISCAL QUARTER IN ACCORDANCE WITH
THE FOLLOWING SCHEDULE, TO BE CALCULATED FOR A FISCAL PERIOD CONSISTING OF EACH
SUCH FISCAL QUARTER AND THE MOST RECENTLY ENDED THREE (3) PRECEDING FISCAL
QUARTERS ON A ROLLING FOUR (4) FISCAL QUARTER