HAVE REVIEWED THE FINANCIAL COVENANTS
AS AT THE END OF SUCH FISCAL YEAR (WHICH SHALL ACCOMPANY SUCH CERTIFICATE) UNDER
SECTIONS 6.01 THROUGH 6.07, HAVE READ SUCH SECTIONS (INCLUDING THE DEFINITIONS
OF ALL DEFINED TERMS USED THEREIN) AND THAT NOTHING HAS COME TO THE ATTENTION OF
SUCH ACCOUNTANTS IN THE COURSE OF SUCH EXAMINATION THAT WOULD CAUSE THEM TO
BELIEVE THAT THE SAME WERE NOT CALCULATED BY THE BORROWER CONSOLIDATION IN THE
MANNER PRESCRIBED BY THIS CREDIT AGREEMENT.
SUCH FINANCIAL STATEMENTS SHALL BE
CERTIFIED BY AN AUTHORIZED OFFICER OF THE BORROWER CONSOLIDATION IN THE SAME
MANNER AS REQUIRED WITH RESPECT TO FINANCIAL STATEMENTS DELIVERED PURSUANT TO
SECTION 5.08(A);
D.
BUDGETS AND PROJECTIONS.
AS SOON AS PRACTICABLE, AND IN ANY
EVENT NO LATER THAN FIFTEEN (15) DAYS FOLLOWING THE COMMENCEMENT OF EACH FISCAL
YEAR, A BUDGET (INCLUDING A CAPITAL EXPENDITURE BUDGET) AND PROJECTION BY FISCAL
QUARTER FOR THAT FISCAL YEAR AND BY FISCAL YEAR FOR THE NEXT FOUR (4) SUCCEEDING
FISCAL YEARS, INCLUDING FOR THE FIRST SUCH FISCAL YEAR, PROJECTED CONSOLIDATED
AND CONSOLIDATING BALANCE SHEETS,
84
STATEMENTS OF OPERATIONS AND STATEMENTS OF CASH FLOW AND, FOR THE SECOND (2ND)
AND THIRD (3RD) SUCH FISCAL YEARS, PROJECTED CONSOLIDATED AND CONSOLIDATING
CONDENSED BALANCE SHEETS AND STATEMENTS OF OPERATIONS AND CASH FLOWS, OF THE
BORROWER CONSOLIDATION, ALL IN REASONABLE DETAIL.
E.
COMPLIANCE CERTIFICATE.
CONCURRENTLY WITH THE FINANCIAL
STATEMENTS AND REPORTS REQUIRED PURSUANT TO SECTIONS 5.08(A)(II) AND 5.08(C),
COMPLIANCE CERTIFICATE SIGNED BY AN AUTHORIZED OFFICER;
F.
SEC REPORTING.
PROMPTLY AFTER THE SAME ARE AVAILABLE, COPIES OF
EACH ANNUAL REPORT, PROXY OR FINANCIAL STATEMENT OR OTHER REPORT OR
COMMUNICATION THAT SHALL HAVE BEEN SENT TO THE STOCKHOLDERS OF MTRI, AND COPIES
OF ALL ANNUAL, REGULAR, PERIODIC AND SPECIAL REPORTS (INCLUDING, WITHOUT
LIMITATION, EACH 10Q AND 10K REPORT) AND REGISTRATION STATEMENTS WHICH MTRI
SHALL HAVE FILED OR BE REQUIRED TO FILE WITH THE SECURITIES AND EXCHANGE
COMMISSION UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED, AND NOT OTHERWISE REQUIRED TO BE DELIVERED TO THE BANKS PURSUANT TO
OTHER PROVISIONS OF THIS SECTION 5.08.
G.
BOOKS AND RECORDS.
UNTIL CREDIT FACILITY TERMINATION, BORROWERS,
AND EACH OF THEM, SHALL KEEP AND MAINTAIN COMPLETE AND ACCURATE BOOKS AND
RECORDS IN ACCORDANCE WITH GAAP, CONSISTENTLY APPLIED.
SUBJECT TO COMPLIANCE
WITH ALL APPLICABLE GAMING LAWS AND THE SECURITIES AND EXCHANGE ACT OF 1934, AS
AMENDED, BORROWERS, AND EACH OF THEM, SHALL PERMIT BANKS AND ANY AUTHORIZED
REPRESENTATIVES OF BANKS TO HAVE REASONABLE ACCESS TO AND TO INSPECT, EXAMINE
AND MAKE COPIES OF THE BOOKS AND RECORDS, ANY AND ALL ACCOUNTS, DATA AND OTHER
DOCUMENTS OF BORROWERS AT ALL REASONABLE TIMES UPON THE GIVING OF REASONABLE
NOTICE OF SUCH INTENT.
IN ADDITION:
(I) IN THE EVENT OF THE OCCURRENCE OF ANY
DEFAULT OR EVENT OF DEFAULT, OR (II) IN THE EVENT ANY MATERIAL ADVERSE CHANGE
OCCURS, BORROWERS SHALL PROMPTLY, AND IN ANY EVENT WITHIN THREE (3) DAYS AFTER
ACTUAL KNOWLEDGE THEREOF, NOTIFY AGENT BANK IN WRITING OF SUCH OCCURRENCE; AND
H.
CONSTRUCTION PROJECTS REPORTING.
ON OR BEFORE