SHALL NOT THEREAFTER PRECLUDE
BORROWER'S OBLIGATION TO PAY SUCH COSTS AND EXPENSES RELATING TO THE COMMITMENT
INCREASE FOLLOWING THE COMMITMENT INCREASE EFFECTIVE DATE OR TO REIMBURSE AGENT
BANK FOR THE PAYMENT THEREOF.
SECTION 3.38.
ADDITIONAL DOCUMENTS AND STATEMENTS.
SUCH ADDITIONAL DOCUMENTS, AFFIDAVITS, CERTIFICATES AND OPINIONS AS AGENT BANK
MAY REASONABLY REQUIRE TO INSURE COMPLIANCE WITH THIS CREDIT AGREEMENT.
THE
STATEMENTS SET FORTH IN SECTION 3.31 SHALL BE TRUE AND CORRECT.
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D.
CONDITIONS PRECEDENT TO BORROWINGS FOR
EACH MATERIAL FUTURE PROJECT.
EXCEPT WITH RESPECT TO THE SDI PROJECT FOR WHICH
UP TO FIFTEEN MILLION DOLLARS ($15,000,000.00) MAY BE ADVANCED PRIOR TO
COMPLIANCE WITH THE REQUIREMENTS OF SECTIONS 3.39 THROUGH 3.44, THE OBLIGATION
OF EACH LENDER AND AGENT BANK TO ADVANCE BORROWINGS FOR A MATERIAL FUTURE
PROJECT IS SUBJECT TO AGENT BANK HAVING RECEIVED, IN EACH CASE IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO AGENT BANK AND LENDERS' CONSULTANT, OR IN
THE CASE OF AN OCCURRENCE, ACTION OR EVENT, THE OCCURRENCE OF, EACH OF THE
FOLLOWING:
SECTION 3.39.
CONSTRUCTION COST ANALYSIS.
BORROWERS
SHALL HAVE DEMONSTRATED TO THE SATISFACTION OF AGENT BANK AND LENDERS'
CONSULTANT, THAT THE CONSTRUCTION COMPLETION COSTS OF ALL OF THE CONSTRUCTION
PROJECTS COMMENCED AND FOR WHICH THE COMPLETION DATE HAS NOT OCCURRED, INCLUDING
THE PROPOSED MATERIAL FUTURE PROJECT, DO NOT EXCEED THE IN BALANCE CALCULATION.
SECTION 3.40.
CONSTRUCTION SCHEDULE, PLANS AND
SPECIFICATIONS AND CONSTRUCTION BUDGETS.
A CONSTRUCTION SCHEDULE, PLANS AND
SPECIFICATIONS, GENERAL CONTRACTOR'S BUDGET, BORROWER CONSTRUCTION BUDGET AND
THE PROJECT DEVELOPMENT BUDGET FOR SUCH MATERIAL FUTURE PROJECT, TOGETHER WITH A
COMPLETED CONSTRUCTION COST ANALYSIS FOR SUCH MATERIAL FUTURE PROJECT, EACH
APPROVED BY LENDERS' CONSULTANT AND AGENT BANK AS SUBSTANTIALLY FINAL AND
COMPLETE AND ACCEPTABLE FOR CONSTRUCTION DISBURSEMENTS FOR SUCH MATERIAL FUTURE
PROJECT.
SECTION 3.41.
CONSTRUCTION DOCUMENTATION.
A
COMPLETE SET OF ALL CONSTRUCTION DOCUMENTATION APPLICABLE TO SUCH MATERIAL
FUTURE PROJECT, IN EACH CASE DULY EXECUTED BY ALL APPLICABLE PARTIES.
SECTION 3.42.
REGULATORY APPROVALS, PERMITS,
CONSENTS, ETC.
TRUE AND CORRECT COPIES OF ALL PERMITS, APPROVALS,
AUTHORIZATIONS AND CONSENTS BY ALL GOVERNMENTAL AUTHORITIES PERMITTING THE
CONSTRUCTION OF THE MATERIAL FUTURE PROJECT IN ACCORDANCE WITH THE APPLICABLE
PLANS AND SPECIFICATIONS OR EVIDENCE THAT SAME CAN BE OBTAINED, TOGETHER WITH
ALL SUPPORTING DOCUMENTS AND MATERIALS REASONABLY REQUESTED BY AGENT BANK.
SECTION 3.43.
ASSIGNMENT OF ARCHITECT'S CONTRACT.
IF REQUIRED BY AGENT BANK, AN ASSIGNMENT OF ARCHITECT'S CONTRACT DULY EXECUTED
BY THE APPLICABLE MEMBER OF THE BORROWER CONSOLIDATION AND THE APPLICABLE
ARCHITECT AND AN ARCHITECT'S CONSENT DULY EXECUTED BY SUCH ARCHITECT.
SECTION 3.44.
ASSIGNMENT OF GENERAL CONTRACTOR'S
AGREEMENT.
IF REQUIRED BY AGENT BANK, AN ASSIGNMENT OF CONTRACTOR'S AGREEMENT
DULY EXECUTED BY THE APPLICABLE MEMBER OF THE BORROWER CONSOLIDATION AND A
GENERAL CONTRACTOR'S CONSENT DULY EXECUTED BY SUCH GENERAL CONTRACTOR.
98
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
To induce Banks to enter into this Credit Agreement, Borrowers make the
following representations and warranties:
SECTION 4.01.
ORGANIZATION; POWER AND
AUTHOR­IZATION.
MTRI IS A CORPORATION DULY ORGANIZED AND VALIDLY EXISTING UNDER
THE LAWS OF THE STATE OF DELAWARE.
SGLVI AND SGFI ARE EACH A CORPORATION DULY
ORGANIZED