ON LIVE HORSERACING AND SIMULCAST
HORSE AND GREYHOUND RACING AT THE MPI HOTEL/CASINO FACILITIES AND TO CONDUCT
GAMING ACTIVITIES AND GAMES OF CHANCE AT EACH OF THE HOTEL/CASINO FACILITIES.
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SECTION 3.17.
FINANCIAL STATEMENTS.
AUDITED FINANCIAL STATEMENTS OF
THE BORROWER CONSOLIDATION FOR THE MOST RECENTLY ENDED FISCAL YEAR, TO THE
EXTENT THE SAME HAVE BEEN PREPARED AND ARE AVAILABLE.
SECTION 3.18.
SCHEDULE OF ALL SIGNIFICANT LITIGATION.
A SCHEDULE OF
SIGNIFICANT LITIGATION (SCHEDULE 3.18) INVOLVING ANY MEMBER OF THE BORROWER
CONSOLIDATION, IN EACH INSTANCE SETTING FORTH THE NAMES OF THE OTHER PARTIES
THERETO, A BRIEF DESCRIPTION OF SUCH LITIGATION, WHETHER OR NOT SUCH LITIGATION
IS COVERED BY INSURANCE AND, IF SO, WHETHER THE DEFENSE THEREOF AND LIABILITY
THEREFOR HAS BEEN ACCEPTED BY THE APPLICABLE INSURANCE COMPANY INDICATING
WHETHER SUCH ACCEPTANCE OF 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
RESTATEMENT 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 CITIZEN BANK LOAN DOCUMENTS AND GREEN SHINGLE
LOAN DOCUMENTS.
A.
A TRUE AND CORRECT COPY OF THE WOODVIEW CITIZENS BANK LOAN
DOCUMENTS AND OF ALL AMENDMENTS AND MODIFICATIONS THERETO; AND
B.
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
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BANK AND ITS ATTORNEYS TO PERFECT A FIRST POSITION SECURITY INTEREST IN THE
GREEN SHINGLE LOAN DOCUMENTS AS ADDITIONAL COLLATERAL FOR THE CREDIT FACILITY.
SECTION 3.22.
INTENTIONALLY OMITTED.
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 upon the demand of Agent Bank for the purpose of
funding repayment of Swingline Advances and/or L/C Reimbursement Obligations, is
subject to the occurrence of each of the following conditions precedent as of
such Funding Date:
SECTION 3.23.
NOTICE OF BORROWING.
WITH RESPECT TO ANY BORROWING, THE
AGENT BANK SHALL HAVE RECEIVED IN ACCORDANCE WITH SECTION 2.03 ON OR BEFORE SUCH