Conditions of Loans. 6 3.1 Conditions Precedent to Initial Credit Extension.................... 6 3.2 Conditions Precedent to all Credit Extensions....................... 6
Conditions of Loans. 10 3.1 Conditions Precedent to Initial Advance.................. 10 3.1 Conditions Precedent to All Advances..................... 10
Conditions of Loans. The obligations of the Lenders to make any Loans, and of the Issuing Banks to issue Letters of Credit, hereunder on or subsequent to the Closing Date are subject to the satisfaction of the following conditions:
(a) the Administrative Agent shall have received a Borrowing Notice if required by Article II;
(b) the representations and warranties of the Borrower and Guarantors set forth in Article VI and in each of the other Loan Documents shall be true and correct in all material respects on and as of the date of such Advance or issuance of such Letters of Credit with the same effect as though such representations and warranties had been made on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier date and except that the financial statements referred to in Section 6.1(e)(i) shall be deemed (solely for the purpose of the representation and warranty contained in such Section 6.1(e)(i) but not for the purpose of any cross reference to such Section 6.1(e)(i) or to the financial statements described therein contained in any other provision of Section 6.1(e) or elsewhere in Article VI) to be those financial statements most recently delivered to the Administrative Agent and the Lenders pursuant to Section 7.1;
(c) in the case of the issuance of a Letter of Credit, the Borrower shall have executed and delivered to the applicable Issuing Bank an Application and Agreement for Letter of Credit in form and content acceptable to such applicable Issuing Bank together with such other instruments and documents as it shall request;
(d) immediately after giving effect to a Swing Line Loan, the aggregate Swing Line Outstandings shall not exceed $25,000,000;
(e) at the time of (and after giving effect to) each Advance, Swing Line Loan or issuance of each Letter of Credit, no Default or Event of Default shall have occurred and be continuing; and
(f) immediately after giving effect to:
(i) a Loan or Letter of Credit, the aggregate principal balance of all outstanding Loans (other than Term Loans) and Participations for each Lender shall not exceed, respectively, such Lender’s Revolving Credit Commitment or Letter of Credit Commitment; and
(ii) a Loan or Letter of Credit, the Outstanding Revolving Credit Obligations shall not exceed the Total Revolving Credit Commitment.
Conditions of Loans. 6 ------------------- 3.1 Conditions Precedent to Initial Advance......................................................... 6 3.2 Conditions Precedent to all Credit Extensions................................................... 6 4 CREATION OF SECURITY INTEREST.............................................................................. 6 ----------------------------- 4.1 Grant of Security Interest...................................................................... 6
Conditions of Loans. The obligation of Lender to make the Loans described herein is subject to the following conditions:
(a) no Default (as defined below) has occurred and is continuing;
(b) the proceeds of the proposed Loan are, at the date of the relevant request, to be used by Borrower for working capital purposes, as reasonably determined by Borrower; and
(c) Lender has received the notice of borrowing.
Conditions of Loans. The obligation of each Lender to make its Loan hereunder is subject to satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies or other electronic image scan transmission (e.g., “pdf” or “tif” via e-mail) (followed promptly by originals) unless otherwise specified, and each properly executed by a Responsible Officer of the signing Loan Party (if applicable):
(i) executed counterparts of this Agreement;
(ii) a Note executed by the Borrower in favor of each Lender that has requested a Note at least two (2) Business Days in advance of the Closing Date;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a party (including approvals by the board of directors or similar governing body of each Loan Party) and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party;
(iv) copies of each Loan Party’s Organization Documents and a certificate of good standing (where applicable, or such other customary functionally equivalent certificates or abstracts, to the extent available in the applicable jurisdiction) of such Loan Party’s jurisdiction of organization;
(v) a favorable opinion of (A) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, special counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to customary matters relating to the Loan Documents as the Administrative Agent may reasonably request, (B) AMMC Law, special Luxembourg counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to customary matters relating to the Luxembourg Pledge Agreement as the Administrative Agent may reasonably request, and (C) General Counsel of Quiksilver, Inc., as to (x) the due execution and authorization and enforceability of the Side Agreement and Services Fee Agreement and (y) the absence of a conflict with Material Indebtedness of the Loan Parties other than the Senior Notes Indenture, the ABL Credit Agreement and the Euro Term Loan Credit Agreement;
(vi) a certificate signed by a Responsible Officer of the Borrower, certifying that, as of...
Conditions of Loans. The obligation of each Lender to make its initial Loan hereunder is subject to satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which will be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Company, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Company;
(ii) Notes executed by the Company in favor of each Lender requesting Notes;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Company as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the Notes;
(iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Company is duly organized or formed, and that the Company is validly existing and in good standing in its jurisdiction of incorporation;
(v) favorable opinions of a vice president and assistant general counsel of the Company and DLA Piper US, LLP, special outside counsel to the Company, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit G in the aggregate;
(vi) a certificate of a Responsible Officer of the Company either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Company and the validity against the Company of the Loan Documents, and such consents, licenses and approvals will be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required;
(vii) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) a calculatio...
Conditions of Loans. The obligation of each Lender to make its Loan on the Closing Date is subject to satisfaction of the following conditions precedent:
Conditions of Loans. 5 3.1 Conditions Precedent to Initial Credit Extension. . . . . . . . . . . . . .5 3.2 Conditions Precedent to all Credit Extensions.. . . . . . . . . . . . . . .5
Conditions of Loans. 31 3.1 Conditions Precedent to Initial Loans...............................31 3.2 Conditions Precedent to all Loans...................................32
