Northern Border Pipeline Company

First Revised Volume No. 1

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Effective Date: 06/01/2001, Docket: RP01-388-000, Status: Effective

Original Sheet Number 465 Original Sheet Number 465 : Effective








Article 9 - Successors (Continued)


any mortgage, deed of trust, indenture, security agreement or similar

instrument which it has executed, or assign such Agreement to any

affiliated Person (which for such purpose shall mean any person which

controls, is under common control with or is controlled by such party).

Nothing contained in this Article 9 shall, however, operate to release

predecessor Buyer from its obligation under its Agreement unless Company

shall, in its sole discretion, consent in writing to such release.

Company shall not release any Buyer from its obligations under its

Agreement unless: (a) such release is effected pursuant to an assignment

of obligations by such Buyer, and the assumption thereof by the

assignee, and the terms of such assignment and assumption render the

obligations being assigned and assumed no more conditional and no less

absolute than those at the time provided therein; and (b) such release

is not likely to have a substantial adverse effect upon Company. Buyer

shall, at Company's request, execute such instrument and take such other

action as may be desirable to give effect to any such assignment of

Company's rights under such Buyer's Agreement or to give effect to the

right of a Person whom the Company has specified pursuant to Section 6

of the General Terms and Conditions of Company's FERC Gas Tariff as the

Person to whom payment of amounts invoiced by Company shall be made;

provided, however, the: (a) Buyer shall not be required to execute any

such instruments or take any such other action the effect of which is to

modify the respective rights and obligations of either Buyer or Company

under this Agreement; and (b) Buyer shall be under no obligation at any

time to determine the status or amount of any payments which may be due

from Company to any Person whom the Company has specified pursuant to

said Section 6 as the Person to whom payment of amounts invoiced by

Company shall be made.


Article 10 - Other Operating Provisions


(This Article to be utilized when necessary to specify other operating