PERFORMANCE OF THE LOAN
DOCUMENTS TO WHICH THE BORROWER IS A PARTY, AND ATTACHING TRUE AND CORRECT
COPIES OF THE TC PIPELINES ILP AGREEMENT, THE TUSCARORA ILP PARTNERSHIP
AGREEMENT, THE NORTHERN BORDER PARTNERSHIP AGREEMENT;
(V)
CERTIFIED COPIES OF THE ARTICLES OR CERTIFICATE OF INCORPORATION,
CERTIFICATE OF ORGANIZATION OR LIMITED PARTNERSHIP, OR OTHER REGISTERED
ORGANIZATIONAL DOCUMENTS OF THE BORROWER AND ITS GENERAL PARTNER, TOGETHER WITH
CERTIFICATES OF GOOD STANDING OR EXISTENCE, AS MAY BE AVAILABLE FROM THE
SECRETARY OF STATE OF THE JURISDICTION OF ORGANIZATION OF THE BORROWER AND ITS
GENERAL PARTNER, AND EACH OTHER JURISDICTION WHERE THE BORROWER IS REQUIRED TO
BE QUALIFIED TO DO BUSINESS AS A FOREIGN CORPORATION;
(VI)
A CERTIFICATE DATED AS OF THE CLOSING DATE AND SIGNED BY A
RESPONSIBLE OFFICER, CERTIFYING THE NAME, TITLE AND TRUE SIGNATURE OF EACH
OFFICER OF THE GENERAL PARTNER EXECUTING THE LOAN DOCUMENTS ON BEHALF OF THE
BORROWER TO WHICH THE BORROWER IS A PARTY;
(VII)
A FAVORABLE WRITTEN OPINION OF ORRICK, HERRINGTON & SUTCLIFFE LLP,
COUNSEL TO THE LOAN PARTIES, ADDRESSED TO THE ADMINISTRATIVE AGENT AND EACH OF
THE LENDERS, AND COVERING SUCH MATTERS RELATING TO THE LOAN PARTIES, THE LOAN
DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED THEREIN AS THE ADMINISTRATIVE AGENT
OR THE REQUIRED LENDERS SHALL REASONABLY REQUEST;
(VIII)
A CERTIFICATE IN THE FORM OF EXHIBIT 3.1(B)(VIII), DATED THE
CLOSING DATE AND SIGNED BY A RESPONSIBLE OFFICER, CERTIFYING THAT (X) NO DEFAULT
OR EVENT OF DEFAULT EXISTS, (Y) ALL REPRESENTATIONS AND WARRANTIES OF THE
BORROWER SET FORTH IN THE LOAN DOCUMENTS ARE TRUE AND CORRECT AND (Z) SINCE THE
DATE OF THE FINANCIAL STATEMENTS OF THE BORROWER DESCRIBED IN SECTION 4.4, THERE
SHALL HAVE BEEN NO CHANGE WHICH HAS HAD OR COULD REASONABLY BE EXPECTED TO HAVE
A MATERIAL ADVERSE EFFECT;
48
(IX)
[RESERVED];
(X)
COPIES OF THE AUDITED FINANCIAL STATEMENTS OF GLGT FOR ITS FISCAL
YEARS ENDED 2004 AND 2005 AND THE INTERNALLY PREPARED QUARTERLY FINANCIAL
STATEMENTS OF GLGT FOR ITS FISCAL QUARTER ENDED ON SEPTEMBER 30, 2006 AS WELL AS
A PROJECTED CONSOLIDATED BALANCE SHEET OF THE BORROWER AND ITS SUBSIDIARIES AS
OF THE CLOSING DATE AFTER GIVING EFFECT TO THE GLGT ACQUISITION; AND
(XI)
A CERTIFICATE DATED AS OF THE CLOSING DATE AND SIGNED BY A
RESPONSIBLE OFFICER, ATTACHING TRUE AND CORRECT COPIES OF ALL CONSENTS,
APPROVALS, AUTHORIZATIONS, REGISTRATIONS AND FILINGS AND ORDERS REQUIRED OR
ADVISABLE TO BE MADE OR OBTAINED UNDER ANY REQUIREMENT OF LAW, OR BY ANY
CONTRACTUAL OBLIGATION OF THE BORROWER, IN CONNECTION WITH THE EXECUTION,
DELIVERY, PERFORMANCE, VALIDITY AND ENFORCEABILITY OF THE LOAN DOCUMENTS OR ANY
OF THE TRANSACTIONS CONTEMPLATED THEREBY, AND SUCH CONSENTS, APPROVALS,
AUTHORIZATIONS, REGISTRATIONS, FILINGS AND ORDERS SHALL BE IN FULL FORCE AND
EFFECT AND ALL APPLICABLE WAITING PERIODS SHALL HAVE EXPIRED, AND NO
INVESTIGATION OR INQUIRY BY ANY GOVERNMENTAL AUTHORITY REGARDING THE COMMITMENTS
OR ANY TRANSACTION BEING FINANCED WITH THE PROCEEDS THEREOF SHALL BE ONGOING.
SECTION 3.2.
EACH CREDIT EVENT.
THE OBLIGATION OF EACH LENDER
TO MAKE A LOAN AND OF THE ISSUING BANK TO ISSUE, AMEND,