WITH THE ADMINISTRATIVE AGENT OR SUNTRUST CAPITAL MARKETS, INC., AS
ARRANGER.
46
(B)
THE ADMINISTRATIVE AGENT (OR ITS COUNSEL) SHALL HAVE RECEIVED THE
FOLLOWING:
(I)
A COUNTERPART OF THIS AGREEMENT SIGNED BY OR ON BEHALF OF EACH
PARTY HERETO OR WRITTEN EVIDENCE SATISFACTORY TO THE ADMINISTRATIVE AGENT (WHICH
MAY INCLUDE TELECOPY TRANSMISSION OF A SIGNED SIGNATURE PAGE OF THIS AGREEMENT)
THAT SUCH PARTY HAS SIGNED A COUNTERPART OF THIS AGREEMENT;
(II)
DULY EXECUTED REVOLVING CREDIT AND TERM NOTES PAYABLE TO SUCH
LENDER AND THE SWINGLINE NOTE PAYABLE TO THE SWINGLINE LENDER, IN EACH CASE,
ONLY IF REQUESTED BY SUCH LENDER AT LEAST ONE (1) BUSINESS DAY PRIOR TO THE
CLOSING DATE;
(III)
COPIES OF DULY EXECUTED PAYOFF LETTERS, IN FORM AND SUBSTANCE
SATISFACTORY TO ADMINISTRATIVE AGENT, EXECUTED BY EACH OF THE EXISTING LENDERS
OR THE AGENT THEREOF;
(IV)
A CERTIFICATE OF THE SECRETARY OR ASSISTANT SECRE­TARY OF THE
GENERAL PARTNER IN THE FORM OF EXHIBIT 3.1(B)(IV), ATTACHING AND CERTIFYING
COPIES OF ITS BYLAWS AND OF THE RESOLUTIONS OF ITS BOARD OF DIRECTORS, THE
PARTNERSHIP AGREEMENT, OR COMPARABLE ORGANIZATIONAL DOCUMENTS AND AUTHORIZATIONS
OF THE BORROWER, AUTHORIZING THE EXECUTION, DELIVERY AND 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 INTERMEDIATE PARTNERSHIP
AGREEMENT, AND 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;
47
(IX)
A DULY EXECUTED NOTICE OF BORROWING;
(X)
A DULY EXECUTED FUNDS DISBURSEMENT AGREEMENT, TOGETHER