SUCH DEFENSES WITH OR WITHOUT A
RESERVATION OF RIGHTS, THE COMMENCEMENT DATE OF SUCH LITIGATION AND THE AMOUNT
SOUGHT TO BE RECOVERED BY THE ADVERSE PARTIES THERETO OR THE AMOUNT WHICH IS
OTHERWISE IN CONTROVERSY.
SECTION 3.19.
NO INJUNCTION OR OTHER LITIGATION.
NO LAW OR REGULATION SHALL PROHIBIT, AND NO ORDER, JUDGMENT OR DECREE OF ANY
GOVERNMENTAL AUTHORITY SHALL, AND NO LITIGATION SHALL BE PENDING OR THREATENED
WHICH IN THE REASONABLE JUDGMENT OF THE AGENT BANK WOULD OR WOULD REASONABLY BE
EXPECTED TO, ENJOIN, PROHIBIT, LIMIT OR RESTRAIN THE EXECUTION AND DELIVERY OF
THIS CREDIT AGREEMENT OR THE MAKING OF ANY ADVANCE UNDER THE CREDIT FACILITY.
SECTION 3.20.
ADDITIONAL DOCUMENTS AND STATEMENTS.
AS OF THE CLOSING DATE SUCH ADDITIONAL DOCUMENTS, AFFIDAVITS, CERTIFICATES AND
OPINIONS AS REQUISITE LENDERS MAY REASONABLY REQUIRE TO INSURE COMPLIANCE WITH
THIS CREDIT AGREEMENT.
THE STATEMENTS SET FORTH IN SECTION 3.23 SHALL BE TRUE
AND CORRECT.
SECTION 3.21.
WOODVIEW LOAN DOCUMENTS, LOGAN
PURCHASE AGREEMENTS, GREEN SHINGLE LOAN DOCUMENTS, SGRI LOAN DOCUMENTS, SCIOTO
MERGER AGREEMENT AND PIDI OPTIONS.
A.
A TRUE AND CORRECT COPY OF THE WOODVIEW
LOAN DOCUMENTS AND OF ALL AMENDMENTS AND MODIFICATIONS THERETO;
71
B.
A TRUE AND CORRECT COPY OF THE LOGAN
PURCHASE AGREEMENTS AND OF ALL AMENDMENTS AND MODIFICATIONS THERETO;
C.
EACH OF THE FOLLOWING WITH RESPECT TO
THE GREEN SHINGLE LOAN:
(I)
THE ORIGINALS OF EACH OF THE GREEN
SHINGLE NOTE, GREEN SHINGLE LOAN AGREEMENT, GREEN SHINGLE SECURITY DOCUMENTS AND
THE ORIGINAL STOCK CERTIFICATES OF TECNICA STOCK REFERENCED IN THE TECNICA STOCK
PLEDGE (COLLECTIVELY, THE "GREEN SHINGLE LOAN DOCUMENTS");
(II)
SUCH ENDORSEMENTS AND ASSIGNMENTS OF THE
GREEN SHINGLE LOAN DOCUMENTS AS ARE REASONABLY REQUIRED BY AGENT BANK AND ITS
ATTORNEYS TO PERFECT A FIRST POSITION SECURITY INTEREST IN THE GREEN SHINGLE
LOAN DOCUMENTS AS ADDITIONAL COLLATERAL FOR THE CREDIT FACILITY;
D.
THE DULY EXECUTED ORIGINALS OF EACH OF
THE RRLLC NOTE, RRLLC DEED OF TRUST AND RRLLC GUARANTYS;
E.
A TRUE AND CORRECT COPY OF THE SCIOTO
MERGER AGREEMENT AND ALL AMENDMENTS, MODIFICATIONS, SCHEDULES, ATTACHMENTS AND
ADDENDA RELATING THERETO; AND
F.
A TRUE AND CORRECT COPY OF EACH PIDI
OPTION.
SECTION 3.22.
ISSUANCE OF SENIOR UNSECURED NOTES.
ON OR BEFORE THE CLOSING DATE: (I) THE SENIOR UNSECURED NOTES EFFECTIVE DATE
SHALL HAVE OCCURRED, (II) MTRI SHALL HAVE ISSUED THE SENIOR UNSECURED NOTES IN
AN AGGREGATE FACE AMOUNT OF NO LESS THAN ONE HUNDRED TWENTY-FIVE MILLION DOLLARS
($125,000,000.00) BEARING INTEREST AT NO GREATER THAN ELEVEN PERCENT (11.0%) PER
ANNUM, AND (III) AGENT BANK SHALL HAVE RECEIVED A TRUE AND CORRECT FINAL
EXECUTION COPY OF THE SENIOR UNSECURED INDENTURE.
ADDITIONALLY, AS OF THE
CLOSING DATE, THE CREDIT AGREEMENT SHALL CONSTITUTE THE "CREDIT AGREEMENT" AS
DEFINED IN THE SENIOR UNSECURED INDENTURE AND THE INCURRENCE AND MAINTENANCE OF
THE BANK FACILITIES SHALL BE PERMITTED UNDER THE SENIOR UNSECURED INDENTURE AS
SECURED INDEBTEDNESS OF THE BORROWER CONSOLIDATION.
B.
CONDITIONS PRECEDENT TO ALL BORROWINGS.
THE OBLIGATION OF EACH LENDER AND AGENT BANK TO MAKE ANY BORROWING REQUESTED TO
BE MADE ON ANY FUNDING DATE, EXCEPT BORROWINGS MADE