EFFECTIVE DATE SHALL BE ABR BORROWINGS.
(K)
IF THE INITIAL BORROWING INCLUDES THE ISSUANCE OF A LETTER OF
CREDIT, THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A WRITTEN REQUEST IN
ACCORDANCE WITH SECTION 2.07 OF THIS AGREEMENT.
(L)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED SUCH FINANCING
STATEMENTS (INCLUDING, WITHOUT LIMITATION, THE FINANCING STATEMENTS REFERENCED
IN SUBCLAUSE (F) AND (H) ABOVE) AS ADMINISTRATIVE AGENT SHALL SPECIFY TO FULLY
EVIDENCE AND PERFECT ALL LIENS CONTEMPLATED BY THE LOAN DOCUMENTS, ALL OF WHICH
SHALL BE FILED OF RECORD IN SUCH JURISDICTIONS AS THE ADMINISTRATIVE AGENT SHALL
REQUIRE IN ITS SOLE DISCRETION.
(M)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED REASONABLY
SATISFACTORY EVIDENCE THAT AFTER GIVING EFFECT TO THE TRANSACTIONS, AGGREGATE
CREDIT EXPOSURE ON THE EFFECTIVE DATE SHALL NOT EXCEED $1,100,000,000.
56
(N)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED A SOLVENCY
CERTIFICATE IN THE FORM ATTACHED HERETO AS EXHIBIT D, DATED THE EFFECTIVE DATE,
AND SIGNED BY A RESPONSIBLE OFFICER OF THE BORROWER.
(O)
THE LENDERS SHALL HAVE RECEIVED FROM THE BORROWER (I) A PRO FORMA
CONSOLIDATED BALANCE SHEET OF THE BORROWER AND ITS CONSOLIDATED SUBSIDIARIES AS
OF THE EFFECTIVE DATE, AND REFLECTING THE CONSUMMATION OF THE TRANSACTIONS, THE
RELATED FINANCINGS AND OTHER TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS TO
OCCUR ON OR PRIOR TO THE EFFECTIVE DATE, WHICH PRO FORMA BALANCE SHEET SHALL BE
PREPARED CONSISTENT IN ALL RESPECTS WITH THE INFORMATION PREVIOUSLY PROVIDED BY
THE BORROWER TO THE ADMINISTRATIVE AGENT AND THE LENDERS AND IN FORM AND
SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT, (II) A PRO FORMA STATEMENT
OF OPERATIONS OF THE BORROWER AND ITS CONSOLIDATED SUBSIDIARIES FOR THE TWELVE
MONTH PERIOD ENDING AS OF THE DATE OF THE PRO FORMA BALANCE SHEET DESCRIBED IN
THE IMMEDIATELY PRECEDING CLAUSE (I), AND (III) THE PROJECTIONS.
(P)
EACH CREDIT PARTY SHALL HAVE OBTAINED ALL APPROVALS REQUIRED FROM
ANY GOVERNMENTAL AUTHORITY AND ALL CONSENTS OF OTHER PERSONS, IN EACH CASE THAT
ARE NECESSARY OR ADVISABLE IN CONNECTION WITH THE TRANSACTIONS AND EACH OF THE
FOREGOING SHALL BE IN FULL FORCE AND EFFECT AND IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT.
ALL APPLICABLE WAITING PERIODS SHALL
HAVE EXPIRED WITHOUT ANY ACTION BEING TAKEN OR THREATENED BY ANY COMPETENT
AUTHORITY WHICH WOULD RESTRAIN, PREVENT OR OTHERWISE IMPOSE ADVERSE CONDITIONS
ON THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS, THE ANADARKO ASSET
PURCHASE DOCUMENTS OR THE FINANCING THEREOF AND NO ACTION, REQUEST FOR STAY,
PETITION FOR REVIEW OR REHEARING, RECONSIDERATION, OR APPEAL WITH RESPECT TO ANY
OF THE FOREGOING SHALL BE PENDING, AND THE TIME FOR ANY APPLICABLE AGENCY TO
TAKE ACTION TO SET ASIDE ITS CONSENT ON ITS OWN MOTION SHALL HAVE EXPIRED.
(Q)
THERE SHALL NOT EXIST ANY ACTION, SUIT, INVESTIGATION, LITIGATION
OR PROCEEDING OR OTHER LEGAL OR REGULATORY DEVELOPMENTS, PENDING OR THREATENED
IN ANY COURT OR BEFORE ANY ARBITRATOR OR GOVERNMENTAL AUTHORITY THAT, IN THE
REASONABLE OPINION OF ADMINISTRATIVE AGENT, SINGLY OR IN THE AGGREGATE,
MATERIALLY IMPAIRS THE TRANSACTIONS, THE FINANCING THEREOF OR ANY OF THE OTHER
TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS OR