Common use of Conditions to Initial Credit Extensions Clause in Contracts

Conditions to Initial Credit Extensions. The obligation of each Bank to make its initial Loan (or, if no Loans have been made at such time, the obligation of the Issuing Bank to issue the initial Letter of Credit) is subject to the fulfillment of each of the following conditions: (a) the Agent shall have received each of the following, in form and substance satisfactory to the Agent: (i) a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the requested date for the making of such Credit Extension, substantially in the form of Schedule 2.01(a)(i), to which shall be attached copies of the resolutions and by-laws referred to in such certificate; (ii) a copy of the certificate of incorporation of the Borrower, certified, as of a recent date, by the Secretary of State or other appropriate official of the Borrower's jurisdiction of incorporation; (iii) a good standing certificate with respect to the Borrower and each Material Subsidiary, issued as of a recent date by the Secretary of State or other appropriate official of such Person's jurisdiction of incorporation, together with a confirmation from such Secretary of State or other official, updating the information in such certificate; (iv) an opinion of counsel for the Borrower, dated the requested date for the making of such Credit Extension, substantially in the form of Schedule 2.01(a)(iv); (v) an opinion of counsel for the Agent, dated the requested date for the making of such Credit Extension; (vi) [Reserved]; (vii) a certificate of the president, chief financial officer or treasurer of the Borrower, dated the requested date for the making of such Credit Extension, setting forth in the form of a sample calculation the manner and degree of detail in which the Borrower will make the calculations required by Section 5.01(c); (viii) a duly executed Note for each Bank; (ix) such instruments and other documents as the Agent may request, the possession of which is necessary or appropriate in the Agent's determination to give effect to this Agreement under Applicable Law; and (x) an officer's certificate or other evidence confirming that LdE Controls the Borrower; (xi) a copy of the UTC Environmental Report; and (xii) evidence that the Borrower has prepaid or, contemporaneously with the initial Credit Extension hereunder, is prepaying in full the principal amount and all accrued interest and fees with respect to the Existing Credit Agreement, and has terminated all commitments thereunder. (b) all fees payable on or prior to the requested date of such Credit Extension pursuant to Section 1.08, and all amounts payable pursuant to Section 9.02 for which invoices have been delivered to the Borrower on or prior to such date, shall have been paid in full or arrangements satisfactory to the Agent shall have been made to cause them to be paid in full concurrently with such Credit Extension.

Conditions to Initial Credit Extensions. The obligation of each Bank to make its initial Loan (or, if no Loans have been made at such time, A) On the obligation of the Issuing Bank to issue the initial Letter of Credit) is subject to the fulfillment of each of the following conditionsClosing Date: (a) The Administrative Agent shall have received, on behalf of itself, the Lenders, a customary written opinion of (i) Xxxxx & Xxxxxxx LLP, counsel for the Loan Parties, (ii) Xxxxxxx Xxxx & Xxxxxxx, special Cayman Islands counsel for the Loan Parties and (iii) Xxxxx & Xxxxxx, as special Nevada counsel for the Loan Parties, in each case, (A) dated the Closing Date and (B) addressed to the Administrative Agent and the Lenders. (b) There shall have been delivered to the Administrative Agent an executed counterpart of each of the Loan Documents. (c) The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Agent: (i) a solvency certificate of the Secretary or an Assistant Secretary of the Borrower, dated the requested date for the making of such Credit Extension, substantially in the form of Schedule 2.01(a)(i), to which shall be attached copies Exhibit H from the chief financial officer of the resolutions U.S. Borrower certifying that the U.S. Borrower and by-laws referred each of its Subsidiaries, on a consolidated basis after giving effect to in such certificate;the Closing Date Transactions and the other transactions contemplated thereby, are Xxxxxxx. (iix) The Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation or certificate of the Borrower, certifiedformation, as applicable, including all amendments thereto, of a recent dateeach Loan Party, by the Secretary of State or other appropriate official of the Borrower's jurisdiction of incorporation; (iii) a good standing certificate with respect to the Borrower and each Material Subsidiary, issued certified as of a recent date by the Secretary of State or other appropriate official equivalent of such Person's jurisdiction the state of incorporationits organization, together with and a confirmation certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (or other a comparable government official, updating the information in such certificate; as applicable); (iv) an opinion of counsel for the Borrower, dated the requested date for the making of such Credit Extension, substantially in the form of Schedule 2.01(a)(iv); (v) an opinion of counsel for the Agent, dated the requested date for the making of such Credit Extension; (vi) [Reserved]; (viiii) a certificate of the president, chief financial officer Secretary or treasurer Assistant Secretary of the Borrower, each Loan Party dated the requested date for the making of such Credit Extension, setting forth in the form of Closing Date and certifying (A) that attached thereto is a sample calculation the manner true and degree of detail in which the Borrower will make the calculations required by Section 5.01(c); (viii) a duly executed Note for each Bank; (ix) such instruments and other documents as the Agent may request, the possession of which is necessary or appropriate in the Agent's determination to give effect to this Agreement under Applicable Law; and (x) an officer's certificate or other evidence confirming that LdE Controls the Borrower; (xi) a complete copy of the UTC Environmental Report; and (xii) evidence that by-laws, memorandum and articles of association or other operating agreement, as applicable, of such Loan Party as in effect on the Borrower has prepaid or, contemporaneously with the initial Credit Extension hereunder, is prepaying in full the principal amount Closing Date and at all accrued interest and fees with respect to the Existing Credit Agreement, and has terminated all commitments thereunder. (b) all fees payable on or times since a date prior to the requested date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or members, as applicable, of such Credit Extension pursuant Loan Party authorizing the execution, delivery and performance of the Loan Documents to Section 1.08which such person is a party and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation, certificate of formation or other constitutional documentation, as applicable, of such Loan Party, and all amounts payable such amendments thereto as in effect on the Closing Date, have not been amended since the date of the last amendment thereto as certified in accordance with clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to Section 9.02 for which invoices have been delivered to the Borrower on or prior to such date, shall have been paid in full or arrangements satisfactory to the Agent shall have been made to cause them to be paid in full concurrently with such Credit Extensionclause (ii) above.

Conditions to Initial Credit Extensions. The obligation of each Bank to make its initial Loan (or, if no Loans have been made at such time, the obligation of the Issuing Bank to issue the initial Letter of Credit) is subject to the fulfillment of each of the following conditions: (a) the Agent shall have received each of the following, in form and substance satisfactory to the Agent: (i) a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the requested date for the making of such Credit Extension, substantially in the form of Schedule 2.01(a)(i), to which shall be attached copies of the resolutions and by-laws referred to in such certificate; (ii) a copy of the certificate of incorporation of the Borrower, certified, as of a recent date, by the Secretary of State or other appropriate official of the Borrower's jurisdiction of incorporation; (iii) a good standing certificate with respect to the Borrower and each Material Subsidiary, issued as of a recent date by the Secretary of State or other appropriate official of such Person's jurisdiction of incorporation, together with a confirmation from such Secretary of State or other official, updating the information in such certificate; (iv) an opinion of counsel for the Borrower, dated the requested date for the making of such Credit Extension, substantially in the form of Schedule 2.01(a)(iv); (v) an opinion of counsel for the Agent, dated the requested date for the making of such Credit Extension; (vi) [Reserved]; (vii) a certificate of the president, chief financial officer or treasurer of the Borrower, dated the requested date for the making of such Credit Extension, setting forth in the form of a sample calculation the manner and degree of detail in which the Borrower will make the calculations required by Section 5.01(c)) of the Other Credit Facility; (viiivii) a duly executed Note for each Bank; (ixviii) such instruments and other documents as the Agent may request, the possession of which is necessary or appropriate in the Agent's determination to give effect to this Agreement under Applicable Law; and; (xix) an officer's certificate or other evidence confirming that LdE Controls controls the Borrower; (xix) a copy of the UTC Environmental Report; and (xiixi) evidence that the Borrower has prepaid or, prior to or contemporaneously with the initial Credit Extension hereunderExtension, is prepaying in full the principal amount Other Credit Facility, has been amended to reflect the execution and all accrued interest and fees with respect to the Existing Credit delivery of this Agreement, and has terminated all commitments thereunder.; and (b) all fees payable on or prior to the requested date of such Credit Extension pursuant to Section 1.081.08 of the Other Credit Facility and this Agreement, and all amounts payable pursuant to Section 9.02 of the Other Credit Facility and this Agreement, for which invoices have been delivered to the Borrower on or prior to such date, shall have been paid in full or arrangements satisfactory to the Agent shall have been made to cause them to be paid in full concurrently with such Credit Extension.

Conditions to Initial Credit Extensions. The obligation of the L/C Issuer and each Bank Lender to make its initial Loan (or, if no Loans have been made at such time, the obligation of the Issuing Bank to issue the initial Letter of Credit) Credit Extension hereunder is subject to the fulfillment of each satisfaction of the following conditionsconditions precedent: (a) the Agent shall have received each The Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower or the applicable Guarantor, each dated the Initial Funding Date (or, in the case of certificates of governmental officials, a recent date before the Initial Funding Date) and each in form and substance satisfactory to the AgentAgent and each of the Lenders: (i) a certificate of the Secretary or an Assistant Secretary of the Borrower, dated the requested date for the making of such Credit Extension, substantially in the form of Schedule 2.01(a)(i), to which shall be attached copies of the resolutions Borrower Assignment and by-laws referred to in such certificateAssumption executed by Mxxxxx Navigation and Matson; (ii) a copy of the certificate of incorporation of the BorrowerGuaranty executed by Mxxxxx Navigation, certifiedMxxxxx Terminals, as of Inc., a recent dateHawaii corporation, by the Secretary of State or other appropriate official of the Borrower's jurisdiction of incorporationMxxxxx Ventures, Inc., a Hawaii corporation and Matson Logistics, Inc., a Hawaii corporation; (iii) a good standing certificate with respect to the Borrower and Note executed by Matson in favor of each Material Subsidiary, issued as of Lender requesting a recent date by the Secretary of State or other appropriate official of such Person's jurisdiction of incorporation, together with a confirmation from such Secretary of State or other official, updating the information in such certificateNote; (iv) such certificates of resolutions or other action, incumbency certificates with specimen signatures and/or other certificates of the secretary or assistant secretary of each Loan Party as the Agent may require evidencing the identity, authority and capacity of each Authorized Officer thereof authorized to act as an opinion of counsel for Authorized Officer in connection with this Agreement and the Borrower, dated the requested date for the making of such Credit Extension, substantially in the form of Schedule 2.01(a)(iv)other Loan Documents; (v) an opinion such documents and certifications as the Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing and in good standing in its jurisdiction of counsel for the Agent, dated the requested date for the making of such Credit Extensionorganization; (vi) [Reserved]favorable opinions of Gxxxxx, Dxxx & Cxxxxxxx LLP and Cades Sxxxxxx LLP, addressed to the Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Lenders may reasonably request; (vii) a certificate of a Responsible Officer of Matson either (A) attaching copies of all documents evidencing other necessary approval or consents with respect to the presidentLoan Documents and the Restructuring Transactions or (B) stating that no such approvals or consents are so required; and (viii) a certificate signed by a Responsible Officer of Matson certifying (A) that the conditions specified in Sections 4.02(a) and 4.02(b) have been satisfied, chief financial officer and (B) that there has been no event or treasurer circumstance since December 31, 2011 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect. (b) At least two Business Days prior to the Initial Funding Date, the Agent shall have received written notice from Mxxxxx Navigation of its election to assign its rights and obligations under this Agreement to Matson pursuant to the Borrower Assignment and Assumption Agreement. (c) Since May 1, 2012, there shall have been no reallocation of commitments pursuant to Section 2.14 of the BorrowerExisting Credit Agreement. (d) The outstanding loans, dated accrued and unpaid interest and other obligations (other than contingent indemnification obligations) under the requested date for Existing Credit Agreement shall have been repaid in full and all commitments thereunder shall have been terminated. (e) The Alexander & Bxxxxxx Credit Agreement shall have been (i) repaid in full and all commitments thereunder shall have been terminated and (ii) refinanced with a new revolving credit facility. (f) The Agent and the making Lenders shall be reasonably satisfied with the Separation Agreement. The Agent shall have received a copy, certified by a Responsible Officer of such Credit ExtensionMatson as true and complete, setting of the Separation Agreement as originally executed and delivered, together with any amendments or supplements thereto and the other material agreements entered into in connection therewith set forth on Schedule 4.03. (g) The Agent shall have received satisfactory evidence that the following events have occurred (in accordance with the material terms as publicly disclosed by Alexander & Bxxxxxx or disclosed to the Agent, in each case, on or prior to May 1, 2012): (i) the merger of A&B Merger Corp. into Alexander & Bxxxxxx; (ii) the conversion of Alexander & Bxxxxxx into a limited liability company (“ABI LLC”); (iii) the distribution of the equity interests of Mxxxxx Navigation to Matson; and (iv) the contribution of the equity interests of ABI LLC to A&B II, Inc., a wholly owned subsidiary of Matson. Such evidence may be in the form of a sample calculation the manner and degree certificate of detail in which the Borrower will make the calculations required by Section 5.01(c);a Responsible Officer with supporting attachments. (viiih) The Agent shall have received a duly executed copy, certified by a Responsible Officer of Matson as true and complete, of the 2012 Note for each Bank;Purchase Agreement (together with all exhibits and schedules thereto) which shall amend and restate in its entirety the 2005 Note Purchase Agreement and be in form and substance reasonably satisfactory to the Agent. (ixi) such instruments Unless waived by the Agent, Matson shall have paid all fees, charges and other documents as disbursements of counsel to the Agent may request, the possession of which is necessary or appropriate in (directly to such counsel if requested by the Agent's determination ) to give effect the extent invoiced prior to this Agreement under Applicable Law; and or on the Initial Funding Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the Initial Funding Date (x) an officer's certificate or other evidence confirming provided that LdE Controls such estimate shall not thereafter preclude a final settling of accounts between Matson and the Borrower; (xi) a copy of Agent). The Agent shall notify Mxxxxx Navigation in writing when the UTC Environmental Report; and (xii) evidence that the Borrower has prepaid or, contemporaneously with conditions precedent to the initial Credit Extension hereunder, is prepaying in full the principal amount and all accrued interest and fees with respect to the Existing Credit Agreement, and has terminated all commitments thereunder. (b) all fees payable on or prior to the requested date of such Credit Extension pursuant to Section 1.08, and all amounts payable pursuant to Section 9.02 for which invoices have been delivered satisfied. Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.03, each Lender that has signed this Agreement shall be deemed to the Borrower on have consented to, approved or prior accepted or to such datebe satisfied with, shall have been paid in full each document or arrangements other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Agent shall have been made received notice from such Lender prior to cause them to be paid in full concurrently with such Credit Extensionthe proposed Initial Funding Date specifying its objection thereto.