OR
CONCURRENT SATISFACTION OF EACH OF THE CONDITIONS PRECEDENT SET FORTH IN THIS
SECTION 5.1.
SECTION 5.1.1.
RESOLUTIONS, ETC.
THE AGENT SHALL HAVE RECEIVED FROM THE
BORROWER A CERTIFICATE, DATED THE SAME DATE AS THIS AGREEMENT, OF ITS SECRETARY
OR ASSISTANT SECRETARY AS TO
(A)
RESOLUTIONS OF ITS BOARD OF DIRECTORS THEN IN FULL FORCE AND
EFFECT AUTHORIZING THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT,
THE NOTES AND EACH OTHER LOAN DOCUMENT TO BE EXECUTED BY IT,
(B)
THE INCUMBENCY AND SIGNATURES OF THOSE OF ITS OFFICERS AUTHORIZED
TO ACT WITH RESPECT TO THIS AGREEMENT, THE NOTES AND EACH OTHER LOAN DOCUMENT
EXECUTED BY IT, UPON WHICH CERTIFICATE EACH LENDER MAY CONCLUSIVELY RELY UNTIL
IT SHALL HAVE RECEIVED A FURTHER CERTIFICATE OF THE SECRETARY OF THE BORROWER
CANCELING OR AMENDING SUCH PRIOR CERTIFICATE, AND
(C)
TRUE AND CORRECT COPIES OF THE ORGANIC DOCUMENTS OF THE BORROWER.
SECTION 5.1.2.
OFFICER'S CERTIFICATE.
THE AGENT SHALL HAVE RECEIVED A
CERTIFICATE, DATED THE DATE OF THIS AGREEMENT, SIGNED BY AN AUTHORIZED OFFICER
OF THE BORROWER CERTIFYING (A) THAT ON SUCH DATE (BOTH BEFORE AND AFTER GIVING
EFFECT TO THE MAKING OF ANY LOANS HEREUNDER ON SUCH
30
DATE) NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, (B) EACH OF
THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE VI
OF THIS AGREEMENT IS
TRUE AND CORRECT ON AND AS OF SUCH DATE AND (C) THAT THERE HAS BEEN NO EVENT OR
CIRCUMSTANCE SINCE NOVEMBER 30, 2002 WHICH HAS OR COULD BE REASONABLY EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT.
SECTION 5.1.3.
CLOSING FEES, EXPENSES, ETC.
THE AGENT SHALL HAVE RECEIVED FOR
ITS OWN ACCOUNT AND THE LEAD ARRANGER ALL FEES, COSTS AND EXPENSES DUE AND
PAYABLE PURSUANT TO SECTIONS 3.4.3 AND 10.3, IF THEN INVOICED.
SECTION 5.1.4.
DELIVERY OF FINANCIAL INFORMATION.
THE AGENT SHALL HAVE
RECEIVED, WITH COPIES FOR EACH LENDER, AUDITED CONSOLIDATED BALANCE SHEETS OF
THE BORROWER AND ITS SUBSIDIARIES AS AT NOVEMBER 30, 2002 AND THE RELATED
STATEMENTS OF EARNINGS AND CASH FLOW, AND UNAUDITED BALANCE SHEETS OF THE
BORROWER AND ITS SUBSIDIARIES AS OF THE END OF THE FISCAL QUARTER ENDING
FEBRUARY 28, 2003 AND CONSOLIDATED STATEMENTS OF EARNINGS AND CASH FLOW OF THE
BORROWER AND ITS SUBSIDIARIES FOR SUCH FISCAL QUARTER, CERTIFIED BY AN
AUTHORIZED OFFICER OF THE BORROWER.
SECTION 5.1.5.
DELIVERY OF NOTES.
THE AGENT SHALL HAVE RECEIVED FOR THE
ACCOUNT OF EACH LENDER ITS NOTE DULY EXECUTED AND DELIVERED BY THE BORROWER WITH
RESPECT TO SUCH LENDER'S COMMITMENT.
SECTION 5.1.6.
OPINION OF COUNSEL.
THE AGENT SHALL HAVE RECEIVED AN OPINION OF
ROBERT W. SKELTON, GENERAL COUNSEL OF THE BORROWER OR ANY ASSOCIATE GENERAL
COUNSEL OF THE BORROWER, DATED THE DATE OF THIS AGREEMENT AND ADDRESSED TO THE
AGENT AND ALL LENDERS, SUBSTANTIALLY IN THE FORM OF EXHIBIT F HERETO.
SECTION 5.2.
CONDITIONS PRECEDENT TO BORROWINGS.
THE OBLIGATION OF EACH LENDER
TO FUND ANY LOAN ON THE OCCASION OF ANY BORROWING (INCLUDING THE INITIAL
BORROWING) SHALL BE SUBJECT TO THE SATISFACTION OF EACH OF THE