AGAINST IT IN ACCORDANCE WITH THEIR RESPECTIVE TERMS,
EXCEPT AS MAY BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM, OR SIMILAR LAWS AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS
GENERALLY AND BY GENERAL PRINCIPLES OF EQUITY.
SECTION 4.3.
GOVERNMENTAL APPROVALS; NO CONFLICTS.
THE EXECUTION, DELIVERY
AND PERFORMANCE BY THE BORROWER OF THIS AGREEMENT, AND OF THE OTHER LOAN
DOCUMENTS TO WHICH IT IS A PARTY (A) DO NOT REQUIRE ANY CONSENT OR APPROVAL OF,
REGISTRATION OR FILING WITH, OR ANY ACTION BY, ANY GOVERNMENTAL AUTHORITY,
EXCEPT THOSE AS HAVE BEEN OBTAINED OR MADE AND ARE IN FULL FORCE AND EFFECT, (B)
WILL NOT VIOLATE ANY REQUIREMENTS OF LAW APPLICABLE TO THE BORROWER OR ANY OF
ITS SUBSIDIARIES OR ANY JUDGMENT, ORDER OR RULING OF ANY GOVERNMENTAL AUTHORITY,
(C) WILL NOT VIOLATE OR RESULT IN A DEFAULT UNDER ANY INDENTURE, MATERIAL
AGREEMENT OR OTHER MATERIAL INSTRUMENT BINDING ON THE BORROWER OR ANY OF ITS
SUBSIDIARIES OR ANY OF ITS ASSETS OR GIVE RISE TO A RIGHT THEREUNDER TO REQUIRE
ANY PAYMENT TO BE MADE BY THE BORROWER OR ANY OF ITS SUBSIDIARIES AND (D) WILL
NOT RESULT IN THE CREATION OR IMPOSITION OF ANY LIEN ON ANY ASSET OF THE
BORROWER OR ANY OF ITS SUBSIDIARIES, EXCEPT LIENS (IF ANY) CREATED UNDER THE
LOAN DOCUMENTS.
SECTION 4.4.
FINANCIAL STATEMENTS.
(A)
THE BORROWER HAS FURNISHED TO EACH LENDER (I) THE AUDITED
CONSOLIDATED BALANCE SHEET OF THE BORROWER AND ITS SUBSIDIARIES AS OF DECEMBER
31, 2005 AND THE RELATED CONSOLIDATED STATEMENTS OF INCOME, PARTNERS' EQUITY AND
CASH FLOWS FOR THE FISCAL YEAR THEN ENDED AUDITED BY KPMG LLP AND (II) THE
UNAUDITED CONSOLIDATED BALANCE SHEET OF THE BORROWER AND ITS SUBSIDIARIES AS OF
SEPTEMBER 30, 2006, AND THE RELATED UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
AND CASH FLOWS FOR THE FISCAL QUARTER AND YEAR-TO-DATE PERIOD THEN ENDING,
CERTIFIED BY A RESPONSIBLE OFFICER.
SUCH FINANCIAL STATEMENTS FAIRLY PRESENT
THE CONSOLIDATED FINANCIAL CONDITION OF THE BORROWER AND ITS SUBSIDIARIES AS OF
SUCH DATES AND THE CONSOLIDATED RESULTS OF OPERATIONS FOR SUCH PERIODS IN
CONFORMITY WITH GAAP CONSISTENTLY APPLIED, SUBJECT TO YEAR END
51
AUDIT ADJUSTMENTS AND THE ABSENCE OF FOOTNOTES IN THE CASE OF THE STATEMENTS
REFERRED TO IN CLAUSE (II).
(B)
SINCE DECEMBER 31, 2005, THERE HAVE BEEN NO CHANGES WITH RESPECT
TO THE BORROWER, ITS SUBSIDIARIES, NORTHERN BORDER AND TUSCARORA WHICH HAVE HAD
OR COULD REASONABLY BE EXPECTED TO HAVE, SINGLY OR IN THE AGGREGATE, A MATERIAL
ADVERSE EFFECT.
SECTION 4.5.
LITIGATION AND ENVIRONMENTAL MATTERS.
(A)
NO LITIGATION, INVESTIGATION OR PROCEEDING OF OR BEFORE ANY
ARBITRATORS OR GOVERNMENTAL AUTHORITIES IS PENDING AGAINST OR, TO THE KNOWLEDGE
OF THE BORROWER, THREATENED AGAINST THE BORROWER OR ANY OF ITS SUBSIDIARIES (I)
AS TO WHICH THERE IS A REASONABLE LIKELIHOOD OF AN ADVERSE DETERMINATION THAT
COULD REASONABLY BE EXPECTED TO HAVE, EITHER INDIVIDUALLY OR IN THE AGGREGATE, A
MATERIAL ADVERSE EFFECT OR (II) WHICH IN ANY MANNER DRAWS INTO QUESTION THE
VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.
(B)
EXCEPT FOR THE MATTERS