TC PipeLines, LP (TCLP)

to time in effect that affect creditors’ rights generally, (ii) general principles of equity and (iii) the power of a court to deny enforcement of remedies generally based upon public policy.

(d)           No Conflict or Violation.  The execution, delivery and performance by Seller of this Agreement does not and will not:

(i)            violate, conflict with or result in any breach of any provision of the certificate of limited partnership or limited partnership agreement of Seller or NBP (each as in effect on the date hereof);

(ii)           assuming that Seller’s Required Consents and Buyer’s Required Consents have been obtained, violate, result in a breach of, constitute (with due notice or lapse of time or both) a default or permit termination of or cause any obligation, penalty or premium to arise or accrue under any material contract, lease, loan agreement, mortgage, security agreement, trust indenture or other material agreement or instrument to which the Seller or the Partnership is a party or by which either of them is bound, or to which any of their respective properties or assets is subject;

(iii)          assuming all the required filings have been made under the HSR Act and the waiting period under the HSR Act has expired, and any other Seller’s Required Consents have been obtained, violate any Law, order, writ, judgment, injunction, award or decree of any Governmental Authority applicable to Seller or NBP in a manner that would have a Material Adverse Effect; or

(iv)          result in the creation of any Liability for the Partnership, including as a result of any change of control, severance or other agreements; provided, however, that this Section 5.1(d)(iv) shall not be deemed to include any Liabilities arising under the Operating Agreement.

(e)           Consents and Approvals.  Except for Seller’s Required Consents, no permit, license, approval or authorization of, or filing, registration or qualification with, or notification to or waiver or consent from, any Governmental Authority or other Person (each a “