Common use of Representations of the Borrowers Clause in Contracts

Representations of the Borrowers. The Borrowers represent and warrant that: (a) each of the representations and warranties made by any Loan Party contained in the Credit Agreement or in the other Loan Documents is true and correct in all material respects (if not qualified as to materiality or Material Adverse Effect) or in any respect (if so qualified) on and as of the Effective Date (as defined below) after giving effect hereto; (b) no Default or Event of Default has occurred and is continuing on and as of the Effective Date after giving effect hereto (c) each Loan Party has the corporate power and authority, and the legal right, to make, deliver and perform this Amendment. Each Loan Party has taken all necessary corporate or other action to authorize the execution, delivery and performance of this Amendment. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment, except for such as have been obtained or made and are in full force and effect or to the extent failure to obtain such authorization or consent or to take such action could not reasonably be expected to result in a Material Adverse Effect. This Amendment has been duly executed and delivered on behalf of each Loan Party. This Amendment constitutes, and each other Loan Document as modified hereby constitutes, a legal, valid and binding obligation of each Loan Party that is a party hereto or thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law); and (d) the execution, delivery and performance of this Amendment (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect or those which the failure to obtain or make could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Consolidated Entity or any order or decree of any Governmental Authority binding on or affecting any Consolidated Entity where such violation of such order or decree, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Consolidated Entity or any of its assets, or give rise to a right thereunder to require any payment to be made by any Consolidated Entity, where such violation or result, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any asset of any Consolidated Entity, except pursuant to the terms of any Loan Document.

Representations of the Borrowers. The Borrowers represent Each Borrower hereby represents and warrant warrants to the other parties hereto as of the First Amendment Effective Date that: (a) each of the representations and warranties made by any Loan Party contained in the Credit Agreement or in the other Loan Documents is true and correct in all material respects (if not qualified as to materiality or Material Adverse Effect) or in any respect (if so qualified) on and as of the Effective Date (as defined below) after giving effect hereto; (b) no Default or Event of Default has occurred and is continuing on and as of the Effective Date after giving effect hereto (c) each Loan Party has the corporate power and authority, and the legal right, to make, deliver and perform this Amendment. Each Loan Party has taken all necessary corporate or other action to authorize the execution, delivery and performance of this Amendment. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment, except for such as have been obtained or made and are in full force and effect or to the extent failure to obtain such authorization or consent or to take such action could not reasonably be expected to result in a Material Adverse Effect. This Amendment has been duly executed and delivered on behalf of each Loan Party. This Amendment constitutes, and each other Loan Document as modified hereby constitutes, a legal, valid and binding obligation of each Loan Party that is a party hereto or thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law); and (d) the execution, delivery and performance by it of this First Amendment (ax) do does not require any consent or approval of, registration or filing with, or any other action by, any Governmental AuthorityAuthority or any other third Person (including members, partners or shareholders of the Borrowers, the Guarantors or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of this First Amendment or the consummation of the transactions contemplated hereby, except such as have been obtained or made and are in full force and effect or those which other than the failure to obtain or make could not reasonably be expected to have, individually or in recording and filing of the aggregate, a Material Adverse Effect, Security Instruments as required by this First Amendment and (by) will does not violate (i) any applicable law or regulation or regulation, (ii) the charterOrganizational Documents of the Borrowers, by-laws or other organizational documents of any Consolidated Entity the Guarantors or any Restricted Subsidiary of the Parent Borrower or (iii) any order or decree of any Governmental Authority binding on or affecting any Consolidated Entity where such violation of such order or decree, individually or in the aggregate, could reasonably be expected to have a Material Adverse EffectAuthority, (c) will not violate or result in a default under any indenture, agreement or other instrument evidencing Material Debt binding upon any Consolidated Entity the Borrowers or any Restricted Subsidiary of its assetsthe Parent Borrower or their Properties, or give rise to a right thereunder to require any material payment to be made by any Consolidated Entity, where the Borrowers or such violation or result, individually or in Restricted Subsidiary of the aggregate, could reasonably be expected to have a Material Adverse Effect, Parent Borrower and (d) will not result in the creation or imposition of any Lien on any asset Property of the Borrowers or any Consolidated EntityRestricted Subsidiary of the Parent Borrower (other than the Liens created by the Loan Documents); (b) it has all requisite corporate or limited liability company power and authority, and has all material governmental licenses, authorizations, consents and approvals necessary, to enter into this First Amendment and the execution, delivery and performance by it of this First Amendment, has been duly authorized by all necessary organizational action by it; (c) each Borrower has duly executed and delivered this First Amendment, and this First Amendment, the Amended Second Lien Credit Agreement and each other Loan Document to which it is a party constitutes the legally valid and binding obligations of it, enforceable against it in accordance with its terms, subject to applicable Bankruptcy Law, laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; and (d) each of the representations and warranties set forth in the Amended Second Lien Credit Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the First Amendment Effective Date, except pursuant to the terms extent any such representations and warranties are expressly limited to an earlier date (in which case such representations and warranties shall be true and correct on and as of such earlier date); provided, that any Loan Documentrepresentation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates.

Representations of the Borrowers. The Borrowers represent and warrant that: (a) each of the representations and warranties made by any Loan Party contained in the Credit Agreement or in the other Loan Documents is true and correct in all material respects (if not qualified as to materiality or Material Adverse Effect) or in any respect (if so qualified) on and as of the Effective Incremental Facility Closing Date (as defined below) after giving effect heretohereto and to any extension of credit requested to be made on the Incremental Facility Closing Date with the same effect as though such representations and warranties had been made on and as of such date; (b) no Default or Event of Default has occurred and is continuing on and as of the Effective Incremental Facility Closing Date after giving effect heretohereto and to any extension of credit requested to be made on the Incremental Facility Closing Date; (c) each Loan Party has the corporate power and authority, and the legal right, to make, deliver and perform this AmendmentAgreement and the other Loan Documents as modified hereby. Each Loan Party has taken all necessary corporate or other action to authorize the execution, delivery and performance of this AmendmentAgreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this AmendmentAgreement, except for such as have been obtained or made and are in full force and effect or to the extent failure to obtain such authorization or consent or to take such action could not reasonably be expected to result in a Material Adverse Effect. This Amendment Agreement has been duly executed and delivered on behalf of each Loan Party. This Amendment Agreement constitutes, and each other Loan Document as modified hereby constitutes, a legal, valid and binding obligation of each Loan Party that is a party hereto or thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law); and; (d) the execution, delivery and performance of this Amendment Agreement and the other Loan Documents as modified hereby (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect or those which the failure to obtain or make could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Consolidated Entity or any order or decree of any Governmental Authority binding on or affecting any Consolidated Entity where such violation of such order or decree, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Consolidated Entity or any of its assets, or give rise to a right thereunder to require any payment to be made by any Consolidated Entity, where such violation or result, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any asset of any Consolidated Entity, except pursuant to the terms of any Loan Document; and (e) after giving effect to the Amendment and the 2011 Incremental Term Loans, the aggregate amount of the Incremental Term Loans and Incremental Revolving Commitment Increases does not exceed the amount of Incremental Term Loans and Incremental Revolving Credit Increases permitted under Section 2.24 of the Credit Agreement.

Representations of the Borrowers. The Each Borrower represents and warrants to the Administrative Agent and the Lenders (except that the Borrowers represent make no representation (i) as to the continued accuracy of the representation and warrant that: warranty contained in Section 3.02 of the Credit Agreement and (ii) with respect to the second sentence of Section 3.07 of the Credit Agreement, the Specified Default (as defined in the Fourth Amendment and Limited Waiver)) that (a) each of the representations and warranties made by any set forth in the Loan Party contained in Documents (including with respect to this Amendment and the Credit Agreement or in the other Loan Documents is as amended hereby) are true and correct in all material respects (if not qualified as to materiality or Material Adverse Effect) or in any respect (if so qualified) on and as of the Effective Date date hereof with the same effect as though made on the date hereof, except to the extent that such representations and warranties expressly relate to an earlier date, in which event such representations and warranties were true and correct in all material respects as of such date, (b) other than the Specified Default ((as defined below) after giving effect hereto; (bin the Fourth Amendment and Limited Waiver) no Default or Event of Default has occurred and is continuing on and as of the Effective Date after giving effect hereto continuing, (c) each Loan Party has the corporate power and authority, and the legal right, to make, deliver and perform this Amendment. Each Loan Party has taken all necessary corporate or other action to authorize the execution, delivery and performance of this Amendment. No consent or authorization ofAmendment and the performance of the Agreement as modified by this Amendment will not violate any provision of law, filing with, notice to any order of any court or other act by agency of government, the formation or in respect of, governing documents of any Governmental Authority Borrower or any of its Subsidiaries, or any provision of any indenture, note, agreement or other Person is required in connection with the execution, delivery, performance, validity instrument to which any Borrower or enforceability any of this Amendment, except for such as have been obtained or made and are in full force and effect or to the extent failure to obtain such authorization or consent or to take such action could not reasonably be expected to result in a Material Adverse Effect. This Amendment has been duly executed and delivered on behalf of each Loan Party. This Amendment constitutes, and each other Loan Document as modified hereby constitutes, a legal, valid and binding obligation of each Loan Party that its Subsidiaries is a party hereto party, or theretoby which it or any of its properties or assets are bound, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law); and (d) the execution, delivery and performance of this Amendment (a) do and the performance of the Agreement as modified by this Amendment will not require any consent or approval of, registration or filing be in conflict with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect or those which the failure to obtain or make could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Consolidated Entity or any order or decree of any Governmental Authority binding on or affecting any Consolidated Entity where such violation of such order or decree, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a breach of or constitute (with or without notice or passage of time) a default under any such indenture, note, agreement or other instrument binding upon any Consolidated Entity or any of its assets, or give rise to a right thereunder to require any payment to be made by any Consolidated Entity, where such violation or result, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effectinstrument, and (de) this Amendment constitutes, and any of the documents required herein will not result constitute upon execution and delivery, legal, valid, and binding obligations of each Borrower and each of their Subsidiaries party hereto or thereto, each enforceable in the creation or imposition of any Lien on any asset of any Consolidated Entity, except pursuant to the terms of any Loan Documentaccordance with its terms.

Representations of the Borrowers. The Borrowers represent and warrant that: (a) each of the representations and warranties made by any Loan Party contained in the Credit Agreement or in the other Loan Documents is true and correct in all material respects (if not qualified as to materiality or Material Adverse Effect) or in any respect (if so qualified) on and as of the Effective Date (as defined below) after giving effect hereto; (b) no Default or Event of Default has occurred and is continuing on and as of the Effective Date after giving effect hereto; (c) each Loan Party has the corporate power and authority, and the legal right, to make, deliver and perform this Amendment. Each Loan Party has taken all necessary corporate or other action to authorize the execution, delivery and performance of this Amendment. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment, except for such as have been obtained or made and are in full force and effect or to the extent failure to obtain such authorization or consent or to take such action could not reasonably be expected to result in a Material Adverse Effect. This Amendment has been duly executed and delivered on behalf of each Loan Party. This Amendment constitutes, and each other Loan Document as modified hereby constitutes, a legal, valid and binding obligation of each Loan Party that is a party hereto or thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law); and (d) the execution, delivery and performance of this Amendment (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect or those which the failure to obtain or make could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Consolidated Entity or any order or decree of any Governmental Authority binding on or affecting any Consolidated Entity where such violation of such order or decree, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Consolidated Entity or any of its assets, or give rise to a right thereunder to require any payment to be made by any Consolidated Entity, where such violation or result, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any asset of any Consolidated Entity, except pursuant to the terms of any Loan Document.

Representations of the Borrowers. The Borrowers represent and warrant that: (a) each of the representations and warranties made by any Loan Party contained in the Credit Agreement or in the other Loan Documents is true and correct in all material respects (if not qualified as to materiality or Material Adverse Effect) or in any respect (if so qualified) on and as of the Third Amendment Effective Date (as defined below) after giving effect hereto; (b) no Default or Event of Default has occurred and is continuing on and as of the Third Amendment Effective Date after giving effect hereto; (c) each Loan Party has the corporate power and authority, and the legal right, to make, deliver and perform this Amendment. Each Loan Party has taken all necessary corporate or other action to authorize the execution, delivery and performance of this Amendment. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment, except for such as have been obtained or made and are in full force and effect or to the extent failure to obtain such authorization or consent or to take such action could not reasonably be expected to result in a Material Adverse Effect. This Amendment has been duly executed and delivered on behalf of each Loan Party. This Amendment constitutes, and each other Loan Document as modified hereby constitutes, a legal, valid and binding obligation of each Loan Party that is a party hereto or thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law); and (d) the execution, delivery and performance of this Amendment (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect or those which the failure to obtain or make could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Consolidated Entity or any order or decree of any Governmental Authority binding on or affecting any Consolidated Entity where such violation of such order or decree, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Consolidated Entity or any of its assets, or give rise to a right thereunder to require any payment to be made by any Consolidated Entity, where such violation or result, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any asset of any Consolidated Entity, except pursuant to the terms of any Loan Document.

Representations of the Borrowers. The Borrowers represent Each Borrower represents and warrant warrants to the Administrative Agent, the Lenders and each Issuing Bank that: (a) (i) Anadarko has been duly incorporated and is validly existing and in good standing under the laws of the State of Delaware, (ii) Additional Borrower has been duly formed and is validly existing and in good standing under the laws of the State of Delaware, and (iii) each Borrower is qualified to do business as a foreign corporation and is in good standing in each jurisdiction of the United States in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify would constitute a Material Adverse Change. (b) This Agreement, the Transactions and all other Loan Documents to which the Borrower is a party have been duly authorized, executed and delivered by the Borrower, and each of the representations this Agreement, its Notes and warranties made by any Loan Party contained in the Credit Agreement or in the other Loan Documents to which it is true a party constitutes a valid and correct in all material respects (if not qualified as to materiality or Material Adverse Effect) or in any respect (if so qualified) on and as binding agreement of the Effective Date (as defined below) after giving Borrower, enforceable in accordance with its respective terms, subject to the effect hereto; (b) no Default of applicable bankruptcy, insolvency or Event similar laws affecting creditors’ rights generally and equitable principals of Default has occurred general applicability. The Borrower’s Notes have been duly authorized by the Borrower and, when executed, issued and is continuing on delivered pursuant hereto for value received, will constitute valid and as binding obligations of the Effective Date after giving effect heretoBorrower, enforceable in accordance with their terms, except as (i) may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally, and (ii) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability. There are no actions, suits or proceedings pending or, to the knowledge of the Borrower, threatened against the Borrower which purports to affect the legality, validity or enforceability of this Agreement, any other Loan Document or any of their respective Notes. (c) each Loan Party has the corporate power and authority, and the legal right, to make, deliver and perform this Amendment. Each Loan Party has taken all necessary corporate or other action to authorize the The execution, delivery and performance of this Amendment. No consent Agreement by the Borrower and the execution, issuance, delivery and performance by the Borrower of its Notes will not violate or authorization ofconflict with (i) the restated certificate of incorporation or bylaws of the Borrower, filing withor (ii) any indenture (including the Public Indenture), notice to loan agreement or other act by similar agreement or in respect ofinstrument binding on the Borrower. (d) To the knowledge of the Borrower, on the Effective Date there are no actions, suits, proceedings or investigations pending or, to the knowledge of the Borrower, threatened against the Borrower before any Governmental Authority as to which, in the opinion of the Borrower, there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to constitute a Material Adverse Change. (e) The consolidated balance sheets of Anadarko and its consolidated Subsidiaries as of December 31, 2006 and 2007, and the related consolidated statements of income, stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2007, audited by KPMG LLP, present fairly, in all material respects, the consolidated financial position of Anadarko and its consolidated Subsidiaries as of December 31, 2006 and 2007, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2007, in conformity with GAAP applied on a consistent basis. (f) From December 31, 2007 through the Effective Date, there has been no Material Adverse Change. (g) Neither the Borrower nor any Subsidiary is (i) an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, or (ii) “holding company” as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935. (h) No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Change. The present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Plans by an amount that could reasonably be expected to be a Material Adverse Change. (i) Neither the Information Memorandum nor any of the other reports, financial statements, certificates or other information furnished by or on behalf of the Borrower to the Agents or any other Person is required Lender in connection with the execution, delivery, performance, validity or enforceability negotiation of this AmendmentAgreement or delivered hereunder (as modified or supplemented by other information so furnished), taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. (j) On the date hereof, Anadarko’s Significant Subsidiaries are listed on Schedule II hereto. (k) Each Borrower has filed all United States Federal income tax returns and all other material tax returns and reports required to be filed (or obtained extensions with respect thereto) and has paid all taxes required to have been paid by it, except for (i) taxes the validity of which is being contested in good faith by appropriate proceedings, and with respect to which such as have been obtained or made and are in full force and effect or Borrower, to the extent required by GAAP, has set aside on its books adequate reserves or (ii) to the extent the failure to obtain such authorization do so (individually or consent or to take such action could collectively) would not reasonably be expected to result in a Material Adverse Effect. This Amendment has been duly executed and delivered on behalf of each Loan Party. This Amendment constitutes, and each other Loan Document as modified hereby constitutes, a legal, valid and binding obligation of each Loan Party that is a party hereto or thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law); andChange. (dl) the execution, delivery No Event of Default has occurred and performance of this Amendment (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect or those which the failure to obtain or make could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Consolidated Entity or any order or decree of any Governmental Authority binding on or affecting any Consolidated Entity where such violation of such order or decree, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Consolidated Entity or any of its assets, or give rise to a right thereunder to require any payment to be made by any Consolidated Entity, where such violation or result, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any asset of any Consolidated Entity, except pursuant to the terms of any Loan Documentis continuing.