RATE TO THE DATE OF REPAYMENT (TO THE EXTENT PERMITTED BY APPLICABLE LAW),
SHALL HAVE BEEN RECEIVED BY SUCH LENDER.
SECTION 10.13.
PATRIOT ACT.
THE ADMINISTRATIVE AGENT AND EACH LENDER
HEREBY NOTIFIES THE LOAN PARTIES THAT PURSUANT TO THE REQUIREMENTS OF THE USA
PATRIOT ACT (TITLE III OF PUB. L. 107-56 (SIGNED INTO LAW OCTOBER 26, 2001))
(THE "PATRIOT ACT"), IT IS REQUIRED TO OBTAIN, VERIFY AND RECORD INFORMATION
THAT IDENTIFIES THE BORROWER, WHICH INFORMATION INCLUDES THE NAME AND ADDRESS OF
THE BORROWER AND OTHER INFORMATION THAT WILL ALLOW SUCH LENDER OR THE
ADMINISTRATIVE AGENT, AS APPLICABLE, TO IDENTIFY THE BORROWER IN ACCORDANCE WITH
THE PATRIOT ACT.
THE BORROWER SHALL, AND SHALL CAUSE EACH OF ITS SUBSIDIARIES
TO, PROVIDE TO THE EXTENT COMMERCIALLY REASONABLE, SUCH INFORMATION AND TAKE
SUCH OTHER ACTIONS AS ARE REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT OR
ANY LENDER IN ORDER TO ASSIST THE ADMINISTRATIVE AGENT AND THE LENDERS IN
MAINTAINING COMPLIANCE WITH THE PATRIOT ACT.
SECTION 10.14.
LOCATION OF CLOSING.
EACH LENDER ACKNOWLEDGES AND AGREES
THAT IT HAS DELIVERED, WITH THE INTENT TO BE BOUND, ITS EXECUTED COUNTERPARTS OF
THIS AGREEMENT TO AGENT, C/O KING & SPALDING LLP, 1185 AVENUE OF THE AMERICAS,
NEW YORK, NEW YORK
10036.
BORROWER ACKNOWLEDGES AND AGREES THAT IT HAS
DELIVERED, WITH THE INTENT TO BE BOUND, ITS EXECUTED COUNTERPARTS OF THIS
AGREEMENT AND EACH OTHER LOAN DOCUMENT, TOGETHER WITH ALL OTHER DOCUMENTS,
INSTRUMENTS, OPINIONS, CERTIFICATES AND OTHER ITEMS REQUIRED UNDER SECTION 3.1,
TO ADMINISTRATIVE AGENT, C/O KING & SPALDING LLP, 1185 AVENUE OF THE AMERICAS,
NEW YORK, NEW YORK
10036.
ALL PARTIES AGREE THAT CLOSING OF THE TRANSACTIONS
CONTEMPLATED BY THIS CREDIT AGREEMENT HAS OCCURRED IN NEW YORK.
SECTION 10.15.
NON-RECOURSE TO THE GENERAL PARTNER AND ASSOCIATED PERSONS.
THE ADMINISTRATIVE AGENT, THE ISSUING BANK AND EACH LENDER AGREES ON BEHALF OF
ITSELF AND ITS SUCCESSORS, ASSIGNS AND LEGAL REPRESENTATIVES, THAT NEITHER THE
GENERAL PARTNER NOR ANY PERSON WHICH IS A PARTNER, SHAREHOLDER, MEMBER, OWNER,
OFFICER, DIRECTOR, SUPERVISOR, TRUSTEE OR OTHER PRINCIPAL (COLLECTIVELY,
"ASSOCIATED PERSONS") OF THE BORROWER, THE GENERAL PARTNER, OR ANY OF THEIR
RESPECTIVE SUCCESSORS OR ASSIGNS, SHALL HAVE ANY PERSONAL LIABILITY FOR THE
PAYMENT OR PERFORMANCE OF ANY OF THE BORROWER'S OBLIGATIONS HEREUNDER OR UNDER
ANY OF THE NOTES AND NO MONETARY OR OTHER JUDGMENT SHALL BE SOUGHT OR ENFORCED
AGAINST THE GENERAL PARTNER OR ANY OF SUCH ASSOCIATED PERSONS OR ANY OF THEIR
RESPECTIVE SUCCESSORS OR ASSIGNS.
NOTWITHSTANDING THE FOREGOING, NEITHER THE
ADMINISTRATIVE AGENT, THE ISSUING BANK NOR ANY LENDER SHALL BE DEEMED BARRED BY
THIS SECTION 10.15 FROM ASSERTING ANY CLAIM AGAINST ANY PERSON BASED UPON AN
ALLEGATION OF FRAUD OR MISREPRESENTATION.
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81
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed under seal in the case of the Borrower by their respective authorized
officers as of the day and year first above written.
TC PIPELINES, LP
By: TC PipeLines GP, Inc., its General Partner
By
/s/ Mark Zimmerman
Name: Mark A.P. Zimmerman
Title: