Common use of State and Federal Regulation Clause in Contracts

State and Federal Regulation. (a) In order to comply with the Interstate Commerce Act, the Energy Policy Act, and regulations promulgated by the FERC to implement those statutes, Borrower or Borrower’s Affiliates, as applicable, have on file with the FERC tariffs that govern the interstate transportation of Crude Oil on the Pipeline Systems, except for any Utah FERC Jurisdictional Requirement that has been ordered or imposed but for which time period for compliance therewith has not expired. Except as set forth on Schedule 5.22(a), neither the Borrower, any of the Borrower’s Subsidiaries, nor any other Person that now owns an interest in any of the Pipeline Systems has been within the past three (3) years or is the subject of a complaint, investigation or other proceeding at the FERC regarding their respective rates or practices with respect to the Pipeline Systems. No complaint or investigation is currently pending before the FERC, nor to the knowledge of any Loan Party is any such complaint or investigation currently contemplated, that could result in, if adversely determined to the position or interest of the Borrower or its applicable Subsidiaries, or could reasonably be expected to result in, a Material Adverse Effect. (b) With respect to the intrastate common carrier pipeline services and operations that are provided by the Pipeline Systems in the State of North Dakota (the “North Dakota Intrastate Pipeline Services”), each Subsidiary of the Borrower which owns pipelines and conducts pipeline operations in the State of North Dakota has filed with the North Dakota Public Service Commission (“NDPSC”) tariffs applicable to such services that comply with Chapter 49-19 of the North Dakota Century Code and regulations issued thereunder by the NDPSC. Except to the extent that any of the following could not reasonably be expected to result in a Material Adverse Effect, (i) the rates charged by the Borrower’s Subsidiaries with respect to the North Dakota Intrastate Pipeline Services have not been challenged, protested or subject to complaint in writing by the NDPSC or by any shipper or potential shipper as being unreasonable, excessive or unlawfully discriminatory, or otherwise unlawful and (ii) none of the NDPSC or any shipper or potential shipper has threatened in writing to challenge, protest or complain that such rates are unreasonable, excessive or unlawfully discriminatory, or otherwise unlawful. Neither the Borrower nor any of the Borrower’s Subsidiaries has been within the past three (3) years or is presently the subject of a written complaint, investigation or other proceeding regarding their respective rates or practices with respect to such services except to the extent the same could not reasonably be expected to result in a Material Adverse Effect. (c) With respect to those certain common carrier pipeline services and operations that are provided by the Pipeline Systems in the State of Montana, each Subsidiary of the Borrower which owns pipelines and conducts pipeline operations in the State of Montana has determined that no tariff filing with any regulatory agency of the State of Montana is necessary because all pipeline services within the State of Montana are interstate common carrier services that are governed exclusively by the FERC. Except to the extent that any of the following could not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any Subsidiary of the Borrower which owns pipelines and conducts pipeline services and operations in the State of Montana has been subject to any written challenge, protest or complaint by any party, including any agency of the State of Montana, with respect to (i) the jurisdiction of the State of Montana or any agency thereof over such pipelines and pipeline services and operations in the State of Montana, or (ii) the lack of a tariff filing with any regulatory agency of the State of Montana regarding such pipeline services and operations. (d) With respect to pipeline services and operations that are situated or conducted in the State of Utah, each Subsidiary of the Borrower which owns such pipelines and conducts such pipeline operations has determined that the rates and terms and conditions of shipment are not subject to regulation by the State of Utah, any administrative agency of the State of Utah, or the FERC. Except to the extent that any Utah FERC Jurisdictional Requirement has been ordered or imposed, the Borrower and its Subsidiaries have determined that no tariff filing is required with respect to pipeline services and operations within the State of Utah. Except to the extent that any of the following could not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any Subsidiary of the Borrower which owns pipelines and conducts pipeline services and operations in the State of Utah has been subject to any written challenge, protest or complaint by any party, including any agency of the State of Utah or FERC, with respect to (i) the jurisdiction of the State of Utah or any agency thereof over such pipelines and pipeline services and operations in the State of Utah, (ii) the jurisdiction of FERC over such pipelines and pipeline services and operations in the State of Utah, or (iii) with respect to the lack of a tariff filing with any regulatory agency of the State of Utah or the FERC regarding such pipeline services and operations. (e) With respect to those pipeline services and operations that are situated or conducted in any State other than the States of North Dakota, Montana and Utah, except to the extent that any of the following could not reasonably be expected to result in a Material Adverse Effect, (i) (A) each Loan Party which owns such pipelines and conducts such pipeline operations has determined that the rates and terms and conditions of shipment thereon are not subject to regulation by any State Pipeline Regulatory Agency, any other administrative agency of the such State, or the FERC, and (B) none of such Loan Parties has been subject to any written challenge, protest or complaint by any party, including any agency of such State or FERC, with respect to (1) the jurisdiction of such State or any agency thereof over such pipelines and pipeline services and operations, (2) the jurisdiction of FERC over such pipelines and pipeline services and operations, or (3) with respect to the lack of a tariff filing with any regulatory agency of the such State or the FERC regarding such pipeline services and operations, or (ii) each Loan Party which owns such pipelines and conducts such pipeline operations has filed with the applicable State Pipeline Regulatory Agency or the FERC tariffs applicable to such services that comply with applicable Law and any regulations issued thereunder by the State Pipeline Regulatory Agency or the FERC. (f) Each of the Borrower and its Subsidiaries is in compliance with all rules, regulations and orders of the FERC and all State Pipeline Regulatory Agencies applicable to the Pipeline Systems, except for any Utah FERC Jurisdictional Requirement that has been ordered or imposed but for which time period for compliance therewith has not expired, and except to the extent that any noncompliance, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (g) Each of the Borrower and its Subsidiaries, to the extent applicable, is in compliance with all Department of Transportation, Pipeline and Hazardous Materials Safety Administration (“PHMSA”) regulations applicable to the Pipeline Systems, including but not limited to all such regulations pertaining to pipeline safety and integrity, control room management, personnel management and qualification, and annual and specific incident reports, except to the extent that any noncompliance, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. As of the Closing Date, none of the Contributing Affiliates has been subject to any material enforcement or remedial action by or involving PHMSA within the past three (3) years. Neither the Borrower nor any of its Subsidiaries, to the extent applicable, has been subject to any material enforcement or remedial action by or involving PHMSA within the past three (3) years, except to the extent that any such enforcement or remedial action, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (h) As of the Closing Date, none of the Borrower or its Subsidiaries is liable for any material refunds or interest thereon as a result of an order from the FERC or any other Governmental Authority with jurisdiction over the Pipeline Systems. (i) The Borrower’s and any applicable Subsidiary’s annual FERC Form No. 6 with respect to the Pipeline Systems filed with the FERC since 2005 has been filed on a timely basis, except to the extent that the time for filing any such annual form has been extended by the FERC. (j) Without limiting the generality of Section 5.03 of this Agreement, and except as to tariffs on file at the FERC and at applicable State Pipeline Regulatory Agencies, no material certificate, license, permit, consent, authorization or order (to the extent not otherwise obtained) is required by the Borrower or any of its Subsidiaries from any Governmental Authority to construct, own, operate and maintain the Pipeline Systems, or to transport and/or distribute Crude Oil or Refined Products under existing contracts, agreements and tariffs as the Pipeline Systems are presently owned, operated and maintained.

State and Federal Regulation. (a) In order The Interstate Pipeline comprising a portion of the Collateral are subject to comply with the Interstate Commerce Act, the Energy Policy Act, and regulations promulgated regulation by the FERC under the NGA, NGPA, ICA, and EPAct 2005. With respect to implement those statutesthe Interstate Pipelines, Borrower or Borrower’s Affiliates, as applicable, have (a) the rates on file with the FERC tariffs that govern are just and reasonable pursuant to the interstate transportation EPAct 2005 and (b) no provision of Crude Oil on the Pipeline Systems, except for any Utah FERC Jurisdictional Requirement that has been ordered tariff containing such rates is unduly discriminatory or imposed but for which time period for compliance therewith has not expiredpreferential. Except as set forth on Schedule 5.22(a), neither to the BorrowerBorrowers’ knowledge, none of the Borrowers nor any of the Borrower’s Subsidiaries, their respective Subsidiaries nor any other Person that now owns or has owned an interest in any of the Pipeline Systems Interstate Pipelines or operates or has operated the Interstate Pipelines has been within the past three (3) years or is the subject of a complaint, investigation or other proceeding at the FERC regarding their respective rates or practices with respect to the Pipeline Systems. No complaint or investigation is currently pending before the FERC, nor to the knowledge of any Loan Party is any such complaint or investigation currently contemplated, that could result in, if adversely determined to the position or interest of the Borrower or its applicable Subsidiaries, or could reasonably be expected to result in, a Material Adverse Effect. (b) With respect to the intrastate common carrier pipeline services and operations that are provided by the Pipeline Systems in the State of North Dakota (the “North Dakota Intrastate Pipeline Services”), each Subsidiary of the Borrower which owns pipelines and conducts pipeline operations in the State of North Dakota has filed with the North Dakota Public Service Commission (“NDPSC”) tariffs applicable to such services that comply with Chapter 49-19 of the North Dakota Century Code and regulations issued thereunder by the NDPSC. Except to the extent that any of the following could not reasonably be expected to result in a Material Adverse Effect, (i) the rates charged by the Borrower’s Subsidiaries with respect to the North Dakota Intrastate Pipeline Services have not been challenged, protested or subject to complaint in writing by the NDPSC or by any shipper or potential shipper as being unreasonable, excessive or unlawfully discriminatory, or otherwise unlawful and (ii) none of the NDPSC or any shipper or potential shipper has threatened in writing to challenge, protest or complain that such rates are unreasonable, excessive or unlawfully discriminatory, or otherwise unlawful. Neither the Borrower nor any of the Borrower’s Subsidiaries has been within the past three (3) years or is presently the subject of a written complaint, investigation or other proceeding regarding their respective rates or practices with respect to such services except the Interstate Pipelines. No complaint investigation or other proceeding set forth on Schedule 5.22(a), individually or in the aggregate, could result, if adversely determined to the extent position or interest of the same could not reasonably be expected to result Borrowers or any of their respective Subsidiaries, in a Material Adverse Effect. (cb) With respect to those certain common carrier pipeline services and operations Certain Intrastate Pipelines that are provided by the Pipeline Systems in the State of Montana, each Subsidiary comprise a portion of the Borrower which owns pipelines and conducts pipeline operations in the State of Montana has determined that no tariff filing with any regulatory agency of the State of Montana is necessary because all pipeline services within the State of Montana Collateral are interstate common carrier services that are governed exclusively by the FERC. Except to the extent that any of the following could not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any Subsidiary of the Borrower which owns pipelines and conducts pipeline services and operations in the State of Montana has been subject to any written challenge, protest or complaint by any party, including any agency of the State of Montana, with respect to (i) the jurisdiction of the State of Montana or any agency thereof over such pipelines and pipeline services and operations in the State of Montana, or (ii) the lack of a tariff filing with any regulatory agency of the State of Montana regarding such pipeline services and operations. (d) With respect to pipeline services and operations that are situated or conducted in the State of Utah, each Subsidiary of the Borrower which owns such pipelines and conducts such pipeline operations has determined that the rates and terms and conditions of shipment are not subject to regulation by one or more State Pipeline Regulatory Agencies. The Borrowers and each of their respective Subsidiaries that owns pipelines or conducts pipeline operations has followed prudent practice in the State Hydrocarbon transportation, processing and distribution industries, as applicable, regarding the setting of Utah, any administrative agency rates for services provided and the implementation of the State of Utah, or the FERCsuch rates. Except to the extent that any Utah FERC Jurisdictional Requirement has been ordered or imposed, the The rates charged by each Borrower and its applicable Subsidiaries have determined that no tariff filing is required with respect to pipeline services and operations within the State of Utah. Except to the extent that any of the following could not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any Subsidiary of the Borrower which owns pipelines and conducts pipeline services and operations in the State of Utah has been subject to any written challenge, protest or complaint by any party, including any agency of the State of Utah or FERC, with respect to (i) the jurisdiction of the State of Utah or any agency thereof over such pipelines and pipeline services and operations in the State of Utah, (ii) the jurisdiction of FERC over such pipelines and pipeline services and operations in the State of Utah, or (iii) with respect to the lack of a tariff filing with any regulatory agency Intrastate Pipelines provide no more than fair return on the aggregate value of the State of Utah property used to render services on the Intrastate Pipelines, and no such party uses, charges, imposes or the FERC regarding such pipeline services and operations. (e) With respect to those pipeline services and operations that are situated implements, or conducted in any State other than the States of North Dakota, Montana and Utah, except to the extent that has previously done any of the following could not reasonably be expected to result foregoing, in a Material Adverse Effectdiscriminatory manner. Except as set forth on Schedule 5.22(b), (i) (A) each Loan Party which to the Borrowers’ knowledge, none of the Borrowers nor any of their respective Subsidiaries that owns such pipelines and conducts such pipeline operations any interest in, or operates any of the Intrastate Pipelines has determined that been or is the rates and terms and conditions subject of shipment thereon are not subject to regulation complaint, investigation or other proceeding by any State Pipeline Regulatory Agency, any other administrative agency of the such State, Governmental Authority regarding their respective rates or the FERC, and (B) none of such Loan Parties has been subject to any written challenge, protest or complaint by any party, including any agency of such State or FERC, with respect to (1) the jurisdiction of such State or any agency thereof over such pipelines and pipeline services and operations, (2) the jurisdiction of FERC over such pipelines and pipeline services and operations, or (3) practices with respect to the lack of a tariff filing with any regulatory agency Intrastate Pipelines. No complaint, investigation or other proceeding set forth on Schedule 5.22(b), individually or in the aggregate, could result, if adversely determined to the position or interest of the Borrowers or any of their respective Subsidiaries or other such State or the FERC regarding such pipeline services and operationsPerson, or (ii) each Loan Party which owns such pipelines and conducts such pipeline operations has filed with the applicable State Pipeline Regulatory Agency or the FERC tariffs applicable to such services that comply with applicable Law and any regulations issued thereunder by the State Pipeline Regulatory Agency or the FERCin Material Adverse Effect. (fc) Each of the Borrower and each of its applicable Subsidiaries is in compliance in all material respects with all rules, rules regulations and orders of the FERC and all State Pipeline Regulatory Agencies applicable to the Pipeline Systems, except for any Utah FERC Jurisdictional Requirement that has been ordered or imposed but for which time period for compliance therewith has not expired, and except to the extent that any noncompliance, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectits property. (g) Each of the Borrower and its Subsidiaries, to the extent applicable, is in compliance with all Department of Transportation, Pipeline and Hazardous Materials Safety Administration (“PHMSA”) regulations applicable to the Pipeline Systems, including but not limited to all such regulations pertaining to pipeline safety and integrity, control room management, personnel management and qualification, and annual and specific incident reports, except to the extent that any noncompliance, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. As of the Closing Date, none of the Contributing Affiliates has been subject to any material enforcement or remedial action by or involving PHMSA within the past three (3) years. Neither the Borrower nor any of its Subsidiaries, to the extent applicable, has been subject to any material enforcement or remedial action by or involving PHMSA within the past three (3) years, except to the extent that any such enforcement or remedial action, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (hd) As of the Original Closing Date, none neither Parent nor any Subsidiary of the AMID Borrower or its Subsidiaries is liable for any material refunds or interest thereon as a result of an order from the FERC or any other Governmental Authority with jurisdiction over any portion of the Interstate Pipeline Systemsor Intrastate Pipeline. (ie) The Each Borrower’s and any each of its applicable Subsidiary’s annual FERC report on Form No. 6 with respect to the Pipeline Systems 2 or 2A, as applicable, filed with the FERC since 2005 has been filed on a timely basisFERC, except if any, complies with all applicable material legal requirements and does not contain any untrue statement of material fact or omit to state material fact required to make the extent that the time for filing any such annual form has been extended by the FERCstatements therein not misleading. (j) Without limiting the generality of Section 5.03 of this Agreement, and except as to tariffs on file at the FERC and at applicable State Pipeline Regulatory Agencies, no material certificate, license, permit, consent, authorization or order (to the extent not otherwise obtained) is required by the Borrower or any of its Subsidiaries from any Governmental Authority to construct, own, operate and maintain the Pipeline Systems, or to transport and/or distribute Crude Oil or Refined Products under existing contracts, agreements and tariffs as the Pipeline Systems are presently owned, operated and maintained.

State and Federal Regulation. (a) In order to comply with the Interstate Commerce Act, the Energy Policy Act, and regulations promulgated by the FERC to implement those statutes, Borrower or Borrower’s Affiliates, as applicable, have on file with the FERC tariffs that govern the interstate transportation of Crude Oil on the Pipeline Systems, except for any Utah FERC Jurisdictional Requirement that has been ordered or imposed but for which time period for compliance therewith has not expired. Except as set forth on Schedule 5.22(a), neither the Borrower, any of the Borrower’s Restricted Subsidiaries, nor any other Person that now owns an interest in any of the Pipeline Systems has been within the past three (3) years or is the subject of a complaint, investigation or other proceeding at the FERC regarding their respective rates or practices with respect to the Pipeline Systems. No complaint or investigation is currently pending before the FERC, nor to the knowledge of any Loan Party is any such complaint or investigation currently contemplated, that could result in, if adversely determined to the position or interest of the Borrower or its applicable Restricted Subsidiaries, or could reasonably be expected to result in, a Material Adverse Effect. (b) With respect to the intrastate common carrier pipeline services and operations that are provided by the Pipeline Systems in the State of North Dakota (the “North Dakota Intrastate Pipeline Services”), each Restricted Subsidiary of the Borrower which owns pipelines and conducts pipeline operations in the State of North Dakota has filed with the North Dakota Public Service Commission (“NDPSC”) tariffs applicable to such services that comply with Chapter 49-19 of the North Dakota Century Code and regulations issued thereunder by the NDPSC. Except to the extent that any of the following could not reasonably be expected to result in a Material Adverse Effect, (i) the rates charged by the Borrower’s Restricted Subsidiaries with respect to the North Dakota Intrastate Pipeline Services have not been challenged, protested or subject to complaint in writing by the NDPSC or by any shipper or potential shipper as being unreasonable, excessive or unlawfully discriminatory, or otherwise unlawful and (ii) none of the NDPSC or any shipper or potential shipper has threatened in writing to challenge, protest or complain that such rates are unreasonable, excessive or unlawfully discriminatory, or otherwise unlawful. Neither the Borrower nor any of the Borrower’s Restricted Subsidiaries has been within the past three (3) years or is presently the subject of a written complaint, investigation or other proceeding regarding their respective rates or practices with respect to such services except to the extent the same could not reasonably be expected to result in a Material Adverse Effect. (c) With respect to those certain common carrier pipeline services and operations that are provided by the Pipeline Systems in the State of Montana, each Restricted Subsidiary of the Borrower which owns pipelines and conducts pipeline operations in the State of Montana has determined that no tariff filing with any regulatory agency of the State of Montana is necessary because all pipeline services within the State of Montana are interstate common carrier services that are governed exclusively by the FERC. Except to the extent that any of the following could not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any Restricted Subsidiary of the Borrower which owns pipelines and conducts pipeline services and operations in the State of Montana has been subject to any written challenge, protest or complaint by any party, including any agency of the State of Montana, with respect to (i) the jurisdiction of the State of Montana or any agency thereof over such pipelines and pipeline services and operations in the State of Montana, or (ii) the lack of a tariff filing with any regulatory agency of the State of Montana regarding such pipeline services and operations. (d) With respect to pipeline services and operations that are situated or conducted in the State of Utah, each Restricted Subsidiary of the Borrower which owns such pipelines and conducts such pipeline operations has determined that the rates and terms and conditions of shipment are not subject to regulation by the State of Utah, any administrative agency of the State of Utah, or the FERC. Except to the extent that any Utah FERC Jurisdictional Requirement has been ordered or imposed, the The Borrower and its Restricted Subsidiaries have determined that no tariff filing is required with respect to pipeline services and operations within the State of Utah. Except to the extent that any of the following could not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any Restricted Subsidiary of the Borrower which owns pipelines and conducts pipeline services and operations in the State of Utah has been subject to any written challenge, protest or complaint by any party, including any agency of the State of Utah or FERC, with respect to (i) the jurisdiction of the State of Utah or any agency thereof over such pipelines and pipeline services and operations in the State of Utah, (ii) the jurisdiction of FERC over such pipelines and pipeline services and operations in the State of Utah, or (iii) with respect to the lack of a tariff filing with any regulatory agency of the State of Utah or the FERC regarding such pipeline services and operations. (e) With respect to those pipeline services and operations that are situated or conducted in any State other than the States of North Dakota, Montana and Utah, except to the extent that any of the following could not reasonably be expected to result in a Material Adverse Effect, (i) (A) each Loan Party which owns such pipelines and conducts such pipeline operations has determined that the rates and terms and conditions of shipment thereon are not subject to regulation by any State Pipeline Regulatory Agency, any other administrative agency of the such State, or the FERC, and (B) none of such Loan Parties has been subject to any written challenge, protest or complaint by any party, including any agency of such State or FERC, with respect to (1) the jurisdiction of such State or any agency thereof over such pipelines and pipeline services and operations, (2) the jurisdiction of FERC over such pipelines and pipeline services and operations, or (3) with respect to the lack of a tariff filing with any regulatory agency of the such State or the FERC regarding such pipeline services and operations, or (ii) each Loan Party which owns such pipelines and conducts such pipeline operations has filed with the applicable State Pipeline Regulatory Agency or the FERC tariffs applicable to such services that comply with applicable Law and any regulations issued thereunder by the State Pipeline Regulatory Agency or the FERC. (f) Each of the Borrower and its Restricted Subsidiaries is in compliance with all rules, regulations and orders of the FERC and all State Pipeline Regulatory Agencies applicable to the Pipeline Systems, except for any Utah FERC Jurisdictional Requirement that has been ordered or imposed but for which time period for compliance therewith has not expired, and except to the extent that any noncompliance, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (g) Each of the Borrower and its Restricted Subsidiaries, to the extent applicable, is in compliance with all Department of Transportation, Pipeline and Hazardous Materials Safety Administration (“PHMSA”) regulations applicable to the Pipeline Systems, including but not limited to all such regulations pertaining to pipeline safety and integrity, control room management, personnel management and qualification, and annual and specific incident reports, except to the extent that any noncompliance, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. As of the Closing Date, none of the Contributing Affiliates has been subject to any material enforcement or remedial action by or involving PHMSA within the past three (3) years. Neither the Borrower nor any of its Restricted Subsidiaries, to the extent applicable, has been subject to any material enforcement or remedial action by or involving PHMSA within the past three (3) years, except to the extent that any such enforcement or remedial action, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (h) As of the Closing Date, none of the Borrower or its Restricted Subsidiaries is liable for any material refunds or interest thereon as a result of an order from the FERC or any other Governmental Authority with jurisdiction over the Pipeline Systems. (i) The Borrower’s and any applicable Restricted Subsidiary’s annual FERC Form No. 6 with respect to the Pipeline Systems filed with the FERC since 2005 2007 has been filed on a timely basis, except to the extent that the time for filing any such annual form has been extended by the FERC. (j) Without limiting the generality of Section 5.03 of this Agreement, and except as to tariffs on file at the FERC and at applicable State Pipeline Regulatory Agencies, no material certificate, license, permit, consent, authorization or order (to the extent not otherwise obtained) is required by the Borrower or any of its Restricted Subsidiaries from any Governmental Authority to construct, own, operate and maintain the Pipeline Systems, or to transport and/or distribute Crude Oil or Refined Products under existing contracts, agreements and tariffs as the Pipeline Systems are presently owned, operated and maintained.

State and Federal Regulation. (a) In order The Interstate Pipeline comprising a portion of the Collateral are subject to comply with the Interstate Commerce Act, the Energy Policy Act, and regulations promulgated regulation by the FERC under the NGA, NGPA, ICA, and EPAct 2005. With respect to implement those statutesthe Interstate Pipelines, Borrower or Borrower’s Affiliates, as applicable, have (a) the rates on file with the FERC tariffs that govern are just and reasonable pursuant to the interstate transportation EPAct 2005 and (b) no provision of Crude Oil on the Pipeline Systems, except for any Utah FERC Jurisdictional Requirement that has been ordered tariff containing such rates is unduly discriminatory or imposed but for which time period for compliance therewith has not expiredpreferential. Except as set forth on Schedule 5.22(a), neither the Borrower, Borrower nor any of the Borrower’s Subsidiaries, its Subsidiaries nor any other Person that now owns or has owned an interest in any of the Pipeline Systems Interstate Pipelines or operates or has operated the Interstate Pipelines has been within the past three (3) years or is the subject of a complaint, investigation or other proceeding at the FERC regarding their respective rates or practices with respect to the Pipeline Systems. No complaint or investigation is currently pending before the FERC, nor to the knowledge of any Loan Party is any such complaint or investigation currently contemplated, that could result in, if adversely determined to the position or interest of the Borrower or its applicable Subsidiaries, or could reasonably be expected to result in, a Material Adverse Effect. (b) With respect to the intrastate common carrier pipeline services and operations that are provided by the Pipeline Systems in the State of North Dakota (the “North Dakota Intrastate Pipeline Services”), each Subsidiary of the Borrower which owns pipelines and conducts pipeline operations in the State of North Dakota has filed with the North Dakota Public Service Commission (“NDPSC”) tariffs applicable to such services that comply with Chapter 49-19 of the North Dakota Century Code and regulations issued thereunder by the NDPSC. Except to the extent that any of the following could not reasonably be expected to result in a Material Adverse Effect, (i) the rates charged by the Borrower’s Subsidiaries with respect to the North Dakota Intrastate Pipeline Services have not been challenged, protested or subject to complaint in writing by the NDPSC or by any shipper or potential shipper as being unreasonable, excessive or unlawfully discriminatory, or otherwise unlawful and (ii) none of the NDPSC or any shipper or potential shipper has threatened in writing to challenge, protest or complain that such rates are unreasonable, excessive or unlawfully discriminatory, or otherwise unlawful. Neither the Borrower nor any of the Borrower’s Subsidiaries has been within the past three (3) years or is presently the subject of a written complaint, investigation or other proceeding regarding their respective rates or practices with respect to such services except the Interstate Pipelines. No complaint investigation or other proceeding set forth on Schedule 5.22(a), individually or in the aggregate, could result, if adversely determined to the extent position or interest of the same could not reasonably be expected to result Borrower or any of its Subsidiaries, in a Material Adverse Effect. (cb) With respect to those certain common carrier pipeline services and operations Certain Intrastate Pipelines that are provided by the Pipeline Systems in the State of Montana, each Subsidiary comprise a portion of the Collateral are subject to regulation by one or more State Pipeline Regulatory Agencies. The Borrower which and each of its Subsidiaries that owns pipelines and or conducts pipeline operations has followed prudent practice in the State Hydrocarbon transportation, processing and distribution industries, as applicable, regarding the setting of Montana has determined that rates for services provided and the implementation of such rates. The rates charged by the Borrower and its applicable Subsidiaries with respect to the Intrastate Pipelines provide no tariff filing with any regulatory agency more than fair return on the aggregate value of the State of Montana is necessary because all pipeline property used to render services within on the State of Montana are interstate common carrier services that are governed exclusively by the FERC. Except to the extent that Intrastate Pipelines, and no such party uses, charges, imposes or implements, or has previously done any of the following could not reasonably be expected to result foregoing, in a Material Adverse Effectdiscriminatory manner. Except as set forth on Schedule 5.22(b), neither the Borrower nor any Subsidiary of the Borrower which its Subsidiaries that owns pipelines and conducts pipeline services and operations in the State of Montana has been subject to any written challenge, protest or complaint by any party, including any agency of the State of Montana, with respect to (i) the jurisdiction of the State of Montana or any agency thereof over such pipelines and pipeline services and operations in the State of Montanainterest in, or (ii) the lack of a tariff filing with any regulatory agency of the State of Montana regarding such pipeline services and operations. (d) With respect to pipeline services and operations that are situated or conducted in the State of Utah, each Subsidiary of the Borrower which owns such pipelines and conducts such pipeline operations has determined that the rates and terms and conditions of shipment are not subject to regulation by the State of Utah, any administrative agency of the State of Utah, or the FERC. Except to the extent that any Utah FERC Jurisdictional Requirement has been ordered or imposed, the Borrower and its Subsidiaries have determined that no tariff filing is required with respect to pipeline services and operations within the State of Utah. Except to the extent that operates any of the following could not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any Subsidiary of the Borrower which owns pipelines and conducts pipeline services and operations in the State of Utah Intrastate Pipelines has been or is the subject to any written challengeof complaint, protest investigation or complaint other proceeding by any party, including any agency of the State of Utah Governmental Authority regarding their respective rates or FERC, with respect to (i) the jurisdiction of the State of Utah or any agency thereof over such pipelines and pipeline services and operations in the State of Utah, (ii) the jurisdiction of FERC over such pipelines and pipeline services and operations in the State of Utah, or (iii) practices with respect to the lack of a tariff filing with any regulatory agency Intrastate Pipelines. No complaint, investigation or other proceeding set forth on Schedule 5.22(b), individually or in the aggregate, could result, if adversely determined to the position or interest of the State Borrower or any of Utah its Subsidiaries or the FERC regarding other such pipeline services and operationsPerson, in Material Adverse Effect. (ec) With respect to those pipeline services and operations that are situated or conducted in any State other than the States of North Dakota, Montana and Utah, except to the extent that any of the following could not reasonably be expected to result in a Material Adverse Effect, (i) (A) each Loan Party which owns such pipelines and conducts such pipeline operations has determined that the rates and terms and conditions of shipment thereon are not subject to regulation by any State Pipeline Regulatory Agency, any other administrative agency of the such State, or the FERC, and (B) none of such Loan Parties has been subject to any written challenge, protest or complaint by any party, including any agency of such State or FERC, with respect to (1) the jurisdiction of such State or any agency thereof over such pipelines and pipeline services and operations, (2) the jurisdiction of FERC over such pipelines and pipeline services and operations, or (3) with respect to the lack of a tariff filing with any regulatory agency of the such State or the FERC regarding such pipeline services and operations, or (ii) each Loan Party which owns such pipelines and conducts such pipeline operations has filed with the applicable State Pipeline Regulatory Agency or the FERC tariffs applicable to such services that comply with applicable Law and any regulations issued thereunder by the State Pipeline Regulatory Agency or the FERC. (f) Each of the Borrower and each of its applicable Subsidiaries is in compliance in all material respects with all rules, rules regulations and orders of the FERC and all State Pipeline Regulatory Agencies applicable to the Pipeline Systems, except for any Utah FERC Jurisdictional Requirement that has been ordered or imposed but for which time period for compliance therewith has not expired, and except to the extent that any noncompliance, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectits property. (g) Each of the Borrower and its Subsidiaries, to the extent applicable, is in compliance with all Department of Transportation, Pipeline and Hazardous Materials Safety Administration (“PHMSA”) regulations applicable to the Pipeline Systems, including but not limited to all such regulations pertaining to pipeline safety and integrity, control room management, personnel management and qualification, and annual and specific incident reports, except to the extent that any noncompliance, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. As of the Closing Date, none of the Contributing Affiliates has been subject to any material enforcement or remedial action by or involving PHMSA within the past three (3) years. Neither the Borrower nor any of its Subsidiaries, to the extent applicable, has been subject to any material enforcement or remedial action by or involving PHMSA within the past three (3) years, except to the extent that any such enforcement or remedial action, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (hd) As of the Closing Date, none neither Parent nor any of the Borrower or its Subsidiaries is liable for any material refunds or interest thereon as a result of an order from the FERC or any other Governmental Authority with jurisdiction over any portion of the Interstate Pipeline Systemsor Intrastate Pipeline. (ie) The Borrower’s and any each of its applicable Subsidiary’s annual FERC report on Form No. 6 with respect to the Pipeline Systems 2 or 2A, as applicable, filed with the FERC since 2005 has been filed on a timely basisFERC, except if any, complies with all applicable material legal requirements and does not contain any untrue statement of material fact or omit to state material fact required to make the extent that the time for filing any such annual form has been extended by the FERCstatements therein not misleading. (j) Without limiting the generality of Section 5.03 of this Agreement, and except as to tariffs on file at the FERC and at applicable State Pipeline Regulatory Agencies, no material certificate, license, permit, consent, authorization or order (to the extent not otherwise obtained) is required by the Borrower or any of its Subsidiaries from any Governmental Authority to construct, own, operate and maintain the Pipeline Systems, or to transport and/or distribute Crude Oil or Refined Products under existing contracts, agreements and tariffs as the Pipeline Systems are presently owned, operated and maintained.

State and Federal Regulation. (a) In order The Interstate Pipeline comprising a portion of the Collateral are subject to comply with the Interstate Commerce Act, the Energy Policy Act, and regulations promulgated regulation by the FERC under the NGA, NGPA, ICA, and EPAct 2005. With respect to implement those statutesthe Interstate Pipelines, Borrower or Borrower’s Affiliates, as applicable, have (a) the rates on file with the FERC tariffs that govern are just and reasonable pursuant to the interstate transportation EPAct 2005 and (b) no provision of Crude Oil on the Pipeline Systems, except for any Utah FERC Jurisdictional Requirement that has been ordered tariff containing such rates is unduly discriminatory or imposed but for which time period for compliance therewith has not expiredpreferential. Except as set forth on Schedule 5.22(a), neither none of the Borrower, Borrowers nor any of the Borrower’s Subsidiaries, nor any other Person their respective Restricted Subsidiaries that now owns or has owned an interest in any of the Pipeline Systems Interstate Pipelines has been within the past three (3) years or is the subject of a complaint, investigation or other proceeding at the FERC regarding their respective rates or practices with respect to the Pipeline Systems. No complaint or investigation is currently pending before the FERC, nor to the knowledge of any Loan Party is any such complaint or investigation currently contemplated, that could result in, if adversely determined to the position or interest of the Borrower or its applicable Subsidiaries, or could reasonably be expected to result in, a Material Adverse Effect. (b) With respect to the intrastate common carrier pipeline services and operations that are provided by the Pipeline Systems in the State of North Dakota (the “North Dakota Intrastate Pipeline Services”), each Subsidiary of the Borrower which owns pipelines and conducts pipeline operations in the State of North Dakota has filed with the North Dakota Public Service Commission (“NDPSC”) tariffs applicable to such services that comply with Chapter 49-19 of the North Dakota Century Code and regulations issued thereunder by the NDPSC. Except to the extent that any of the following could not reasonably be expected to result in a Material Adverse Effect, (i) the rates charged by the Borrower’s Subsidiaries with respect to the North Dakota Intrastate Pipeline Services have not been challenged, protested or subject to complaint in writing by the NDPSC or by any shipper or potential shipper as being unreasonable, excessive or unlawfully discriminatory, or otherwise unlawful and (ii) none of the NDPSC or any shipper or potential shipper has threatened in writing to challenge, protest or complain that such rates are unreasonable, excessive or unlawfully discriminatory, or otherwise unlawful. Neither the Borrower nor any of the Borrower’s Subsidiaries has been within the past three (3) years or is presently the subject of a written complaint, investigation or other proceeding regarding their respective rates or practices with respect to such services except the Interstate Pipelines that, individually or in the aggregate, could result, if adversely determined to the extent position or interest of the same Borrowers or any of their respective Restricted Subsidiaries, in a Material Adverse Effect. (b) Certain Intrastate Pipelines that comprise a portion of the Collateral are subject to regulation by one or more State Pipeline Regulatory Agencies. The Borrowers and each of their respective Restricted Subsidiaries that owns pipelines or conducts pipeline operations has followed prudent practice in the Hydrocarbon transportation, processing and distribution industries, as applicable, regarding the setting of rates for services provided and the implementation of such rates. The rates charged by each Borrower and its applicable Restricted Subsidiaries with respect to the Intrastate Pipelines provide no more than fair return on the aggregate value of the property used to render services on the Intrastate Pipelines, and no such party uses, charges, imposes or implements, or has previously done any of the foregoing, in a discriminatory manner. Except as set forth on Schedule 5.22(b), none of the Borrowers nor any of their respective Restricted Subsidiaries that owns any interest in, or operates any of the Intrastate Pipelines has been within the past three (3) years or is the subject of complaint, investigation or other proceeding by any Governmental Authority regarding their respective rates or practices with respect to the Intrastate Pipelines that, individually or in the aggregate, could not reasonably be expected result, if adversely determined to result the position or interest of the Borrowers or any of their respective Restricted Subsidiaries, in a Material Adverse Effect. (c) With respect to those certain common carrier pipeline services and operations that are provided by the Pipeline Systems in the State of Montana, each Subsidiary of the Borrower which owns pipelines and conducts pipeline operations in the State of Montana has determined that no tariff filing with any regulatory agency of the State of Montana is necessary because all pipeline services within the State of Montana are interstate common carrier services that are governed exclusively by the FERC. Except to the extent that any of the following could not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any Subsidiary of the Borrower which owns pipelines and conducts pipeline services and operations in the State of Montana has been subject to any written challenge, protest or complaint by any party, including any agency of the State of Montana, with respect to (i) the jurisdiction of the State of Montana or any agency thereof over such pipelines and pipeline services and operations in the State of Montana, or (ii) the lack of a tariff filing with any regulatory agency of the State of Montana regarding such pipeline services and operations. (d) With respect to pipeline services and operations that are situated or conducted in the State of Utah, each Subsidiary of the Borrower which owns such pipelines and conducts such pipeline operations has determined that the rates and terms and conditions of shipment are not subject to regulation by the State of Utah, any administrative agency of the State of Utah, or the FERC. Except to the extent that any Utah FERC Jurisdictional Requirement has been ordered or imposed, the Each Borrower and each of its Subsidiaries have determined that no tariff filing is required with respect to pipeline services and operations within the State of Utah. Except to the extent that any of the following could not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any Subsidiary of the Borrower which owns pipelines and conducts pipeline services and operations in the State of Utah has been subject to any written challenge, protest or complaint by any party, including any agency of the State of Utah or FERC, with respect to (i) the jurisdiction of the State of Utah or any agency thereof over such pipelines and pipeline services and operations in the State of Utah, (ii) the jurisdiction of FERC over such pipelines and pipeline services and operations in the State of Utah, or (iii) with respect to the lack of a tariff filing with any regulatory agency of the State of Utah or the FERC regarding such pipeline services and operations. (e) With respect to those pipeline services and operations that are situated or conducted in any State other than the States of North Dakota, Montana and Utah, except to the extent that any of the following could not reasonably be expected to result in a Material Adverse Effect, (i) (A) each Loan Party which owns such pipelines and conducts such pipeline operations has determined that the rates and terms and conditions of shipment thereon are not subject to regulation by any State Pipeline Regulatory Agency, any other administrative agency of the such State, or the FERC, and (B) none of such Loan Parties has been subject to any written challenge, protest or complaint by any party, including any agency of such State or FERC, with respect to (1) the jurisdiction of such State or any agency thereof over such pipelines and pipeline services and operations, (2) the jurisdiction of FERC over such pipelines and pipeline services and operations, or (3) with respect to the lack of a tariff filing with any regulatory agency of the such State or the FERC regarding such pipeline services and operations, or (ii) each Loan Party which owns such pipelines and conducts such pipeline operations has filed with the applicable State Pipeline Regulatory Agency or the FERC tariffs applicable to such services that comply with applicable Law and any regulations issued thereunder by the State Pipeline Regulatory Agency or the FERC. (f) Each of the Borrower and its Restricted Subsidiaries is in compliance with all rules, rules regulations and orders of the FERC and all State Pipeline Regulatory Agencies applicable to the Pipeline Systemsits property, except for any Utah FERC Jurisdictional Requirement that has been ordered or imposed but for which time period for compliance therewith has as could not expiredreasonably be expected to have, and except to the extent that any noncompliance, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (g) Each of the Borrower and its Subsidiaries, to the extent applicable, is in compliance with all Department of Transportation, Pipeline and Hazardous Materials Safety Administration (“PHMSA”) regulations applicable to the Pipeline Systems, including but not limited to all such regulations pertaining to pipeline safety and integrity, control room management, personnel management and qualification, and annual and specific incident reports, except to the extent that any noncompliance, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. As of the Closing Date, none of the Contributing Affiliates has been subject to any material enforcement or remedial action by or involving PHMSA within the past three (3) years. Neither the Borrower nor any of its Subsidiaries, to the extent applicable, has been subject to any material enforcement or remedial action by or involving PHMSA within the past three (3) years, except to the extent that any such enforcement or remedial action, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (h) As of the Closing Date, none of the Borrower or its Subsidiaries is liable for any material refunds or interest thereon as a result of an order from the FERC or any other Governmental Authority with jurisdiction over the Pipeline Systems. (i) The Borrower’s and any applicable Subsidiary’s annual FERC Form No. 6 with respect to the Pipeline Systems filed with the FERC since 2005 has been filed on a timely basis, except to the extent that the time for filing any such annual form has been extended by the FERC. (j) Without limiting the generality of Section 5.03 of this Agreement, and except as to tariffs on file at the FERC and at applicable State Pipeline Regulatory Agencies, no material certificate, license, permit, consent, authorization or order (to the extent not otherwise obtained) is required by the Borrower or any of its Subsidiaries from any Governmental Authority to construct, own, operate and maintain the Pipeline Systems, or to transport and/or distribute Crude Oil or Refined Products under existing contracts, agreements and tariffs as the Pipeline Systems are presently owned, operated and maintained.

State and Federal Regulation. The Interstate Pipeline comprising a portion of the Collateral are subject to regulation by the FERC under the NGA, NGPA, ICA, and EPAct 2005. With respect to the Interstate Pipelines, (a) In order to comply with the Interstate Commerce Act, the Energy Policy Act, and regulations promulgated by the FERC to implement those statutes, Borrower or Borrower’s Affiliates, as applicable, have rates on file with the FERC tariffs that govern are just and reasonable pursuant to the interstate transportation EPAct 2005 and (b) no provision of Crude Oil on the Pipeline Systems, except for any Utah FERC Jurisdictional Requirement that has been ordered tariff containing such rates is unduly discriminatory or imposed but for which time period for compliance therewith has not expiredpreferential. Except as set forth on Schedule 5.22(a), neither to the BorrowerBorrowers’ knowledge, none of the Borrowers nor any of the Borrower’s Subsidiaries, their respective Subsidiaries nor any other Person that now owns or has owned an interest in any of the Pipeline Systems Interstate Pipelines or operates or has operated the Interstate Pipelines has been within the past three (3) years or is the subject of a complaint, investigation or other proceeding at the FERC regarding their respective rates or practices with respect to the Pipeline Systems. No complaint or investigation is currently pending before the FERC, nor to the knowledge of any Loan Party is any such complaint or investigation currently contemplated, that could result in, if adversely determined to the position or interest of the Borrower or its applicable Subsidiaries, or could reasonably be expected to result in, a Material Adverse Effect. (b) With respect to the intrastate common carrier pipeline services and operations that are provided by the Pipeline Systems in the State of North Dakota (the “North Dakota Intrastate Pipeline Services”), each Subsidiary of the Borrower which owns pipelines and conducts pipeline operations in the State of North Dakota has filed with the North Dakota Public Service Commission (“NDPSC”) tariffs applicable to such services that comply with Chapter 49-19 of the North Dakota Century Code and regulations issued thereunder by the NDPSC. Except to the extent that any of the following could not reasonably be expected to result in a Material Adverse Effect, (i) the rates charged by the Borrower’s Subsidiaries with respect to the North Dakota Intrastate Pipeline Services have not been challenged, protested or subject to complaint in writing by the NDPSC or by any shipper or potential shipper as being unreasonable, excessive or unlawfully discriminatory, or otherwise unlawful and (ii) none of the NDPSC or any shipper or potential shipper has threatened in writing to challenge, protest or complain that such rates are unreasonable, excessive or unlawfully discriminatory, or otherwise unlawful. Neither the Borrower nor any of the Borrower’s Subsidiaries has been within the past three (3) years or is presently the subject of a written complaint, investigation or other proceeding regarding their respective rates or practices with respect to such services except the Interstate Pipelines. No complaint investigation or other proceeding set forth on Schedule 5.22(a), individually or in the aggregate, could result, if adversely determined to the extent position or interest of the same could not reasonably be expected to result Borrowers or any of their respective Subsidiaries, in a Material Adverse Effect. (ca) With respect to those certain common carrier pipeline services and operations Certain Intrastate Pipelines that are provided by the Pipeline Systems in the State of Montana, each Subsidiary comprise a portion of the Borrower which owns pipelines and conducts pipeline operations in the State of Montana has determined that no tariff filing with any regulatory agency of the State of Montana is necessary because all pipeline services within the State of Montana Collateral are interstate common carrier services that are governed exclusively by the FERC. Except to the extent that any of the following could not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any Subsidiary of the Borrower which owns pipelines and conducts pipeline services and operations in the State of Montana has been subject to any written challenge, protest or complaint by any party, including any agency of the State of Montana, with respect to (i) the jurisdiction of the State of Montana or any agency thereof over such pipelines and pipeline services and operations in the State of Montana, or (ii) the lack of a tariff filing with any regulatory agency of the State of Montana regarding such pipeline services and operations. (d) With respect to pipeline services and operations that are situated or conducted in the State of Utah, each Subsidiary of the Borrower which owns such pipelines and conducts such pipeline operations has determined that the rates and terms and conditions of shipment are not subject to regulation by one or more State Pipeline Regulatory Agencies. The Borrowers and each of their respective Subsidiaries that owns pipelines or conducts pipeline operations has followed prudent practice in the State Hydrocarbon transportation, processing and distribution industries, as applicable, regarding the setting of Utah, any administrative agency rates for services provided and the implementation of the State of Utah, or the FERCsuch rates. Except to the extent that any Utah FERC Jurisdictional Requirement has been ordered or imposed, the The rates charged by each Borrower and its applicable Subsidiaries have determined that no tariff filing is required with respect to pipeline services and operations within the State of Utah. Except to the extent that any of the following could not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any Subsidiary of the Borrower which owns pipelines and conducts pipeline services and operations in the State of Utah has been subject to any written challenge, protest or complaint by any party, including any agency of the State of Utah or FERC, with respect to (i) the jurisdiction of the State of Utah or any agency thereof over such pipelines and pipeline services and operations in the State of Utah, (ii) the jurisdiction of FERC over such pipelines and pipeline services and operations in the State of Utah, or (iii) with respect to the lack of a tariff filing with any regulatory agency Intrastate Pipelines provide no more than fair return on the aggregate value of the State of Utah property used to render services on the Intrastate Pipelines, and no such party uses, charges, imposes or the FERC regarding such pipeline services and operations. (e) With respect to those pipeline services and operations that are situated implements, or conducted in any State other than the States of North Dakota, Montana and Utah, except to the extent that has previously done any of the following could not reasonably be expected to result foregoing, in a Material Adverse Effectdiscriminatory manner. Except as set forth on Schedule 5.22(b), (i) (A) each Loan Party which to the Borrowers’ knowledge, none of the Borrowers nor any of their respective Subsidiaries that owns such pipelines and conducts such pipeline operations any interest in, or operates any of the Intrastate Pipelines has determined that been or is the rates and terms and conditions subject of shipment thereon are not subject to regulation complaint, investigation or other proceeding by any State Pipeline Regulatory Agency, any other administrative agency of the such State, Governmental Authority regarding their respective rates or the FERC, and (B) none of such Loan Parties has been subject to any written challenge, protest or complaint by any party, including any agency of such State or FERC, with respect to (1) the jurisdiction of such State or any agency thereof over such pipelines and pipeline services and operations, (2) the jurisdiction of FERC over such pipelines and pipeline services and operations, or (3) practices with respect to the lack of a tariff filing with any regulatory agency Intrastate Pipelines. No complaint, investigation or other proceeding set forth on Schedule 5.22(b), individually or in the aggregate, could result, if adversely determined to the position or interest of the Borrowers or any of their respective Subsidiaries or other such State or the FERC regarding such pipeline services and operationsPerson, or (ii) each Loan Party which owns such pipelines and conducts such pipeline operations has filed with the applicable State Pipeline Regulatory Agency or the FERC tariffs applicable to such services that comply with applicable Law and any regulations issued thereunder by the State Pipeline Regulatory Agency or the FERCin Material Adverse Effect. (fb) Each of the Borrower and each of its applicable Subsidiaries is in compliance in all material respects with all rules, rules regulations and orders of the FERC and all State Pipeline Regulatory Agencies applicable to the Pipeline Systems, except for any Utah FERC Jurisdictional Requirement that has been ordered or imposed but for which time period for compliance therewith has not expired, and except to the extent that any noncompliance, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectits property. (g) Each of the Borrower and its Subsidiaries, to the extent applicable, is in compliance with all Department of Transportation, Pipeline and Hazardous Materials Safety Administration (“PHMSA”) regulations applicable to the Pipeline Systems, including but not limited to all such regulations pertaining to pipeline safety and integrity, control room management, personnel management and qualification, and annual and specific incident reports, except to the extent that any noncompliance, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. As of the Closing Date, none of the Contributing Affiliates has been subject to any material enforcement or remedial action by or involving PHMSA within the past three (3) years. Neither the Borrower nor any of its Subsidiaries, to the extent applicable, has been subject to any material enforcement or remedial action by or involving PHMSA within the past three (3) years, except to the extent that any such enforcement or remedial action, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (hc) As of the Closing Date, none neither Parent nor any of the Borrower or its Subsidiaries is liable for any material refunds or interest thereon as a result of an order from the FERC or any other Governmental Authority with jurisdiction over any portion of the Interstate Pipeline Systemsor Intrastate Pipeline. (id) The Each Borrower’s and any each of its applicable Subsidiary’s annual FERC report on Form No. 6 with respect to the Pipeline Systems 2 or 2A, as applicable, filed with the FERC since 2005 has been filed on a timely basisFERC, except if any, complies with all applicable material legal requirements and does not contain any untrue statement of material fact or omit to state material fact required to make the extent that the time for filing any such annual form has been extended by the FERCstatements therein not misleading. (j) Without limiting the generality of Section 5.03 of this Agreement, and except as to tariffs on file at the FERC and at applicable State Pipeline Regulatory Agencies, no material certificate, license, permit, consent, authorization or order (to the extent not otherwise obtained) is required by the Borrower or any of its Subsidiaries from any Governmental Authority to construct, own, operate and maintain the Pipeline Systems, or to transport and/or distribute Crude Oil or Refined Products under existing contracts, agreements and tariffs as the Pipeline Systems are presently owned, operated and maintained.

State and Federal Regulation. (a) In order The interstate common carrier pipeline operations comprising a portion of the Pipeline Systems (the “Interstate Pipelines”) are subject to comply with rate regulation by the FERC under the Interstate Commerce Act, Act and the Energy Policy Act. With respect to the Interstate Pipelines, and regulations promulgated by (a) the FERC to implement those statutes, Borrower or Borrower’s Affiliates, as applicable, have rates on file with the FERC tariffs that govern are just and reasonable pursuant to the interstate transportation Energy Policy Act and (b) no provision of Crude Oil on the Pipeline Systems, except for any Utah FERC Jurisdictional Requirement that has been ordered tariff containing such rates is unduly discriminatory or imposed but for which time period for compliance therewith has not expiredpreferential. Except as set forth on Schedule 5.22(a6.27(a), neither the Borrower, any Borrower nor any of the Borrower’s Subsidiaries, its Subsidiaries nor any other Person that now owns or has owned an interest in any of the Pipeline Systems Interstate Pipelines has been within the past three (3) years or is the subject of a complaint, investigation or other proceeding at the FERC regarding their respective rates or practices with respect to the Pipeline Systems. No complaint or investigation is currently pending before the FERC, nor to the knowledge of any Loan Party is any such complaint or investigation currently contemplated, that could result in, if adversely determined to the position or interest of the Borrower or its applicable Subsidiaries, or could reasonably be expected to result in, a Material Adverse Effect. (b) With respect to the intrastate common carrier pipeline services and operations that are provided by the Pipeline Systems in the State of North Dakota (the “North Dakota Intrastate Pipeline Services”), each Subsidiary of the Borrower which owns pipelines and conducts pipeline operations in the State of North Dakota has filed with the North Dakota Public Service Commission (“NDPSC”) tariffs applicable to such services that comply with Chapter 49-19 of the North Dakota Century Code and regulations issued thereunder by the NDPSC. Except to the extent that any of the following could not reasonably be expected to result in a Material Adverse Effect, (i) the rates charged by the Borrower’s Subsidiaries with respect to the North Dakota Intrastate Pipeline Services have not been challenged, protested or subject to complaint in writing by the NDPSC or by any shipper or potential shipper as being unreasonable, excessive or unlawfully discriminatory, or otherwise unlawful and (ii) none of the NDPSC or any shipper or potential shipper has threatened in writing to challenge, protest or complain that such rates are unreasonable, excessive or unlawfully discriminatory, or otherwise unlawful. Neither the Borrower nor any of the Borrower’s Subsidiaries has been within the past three (3) years or is presently the subject of a written complaint, investigation or other proceeding regarding their respective rates or practices with respect to such services except the Interstate Pipelines. No complaint, investigation or other proceeding set forth on Schedule 6.27(a), individually or in the aggregate, could result, if adversely determined to the extent position or interest of any Borrower or any of its Subsidiaries or other such Person, in a Material Adverse Effect. (b) With respect to those certain intrastate common carrier pipeline operations that comprise a portion of the same Pipeline Systems (the “Intrastate Pipelines”), are subject to regulation by the State Pipeline Regulatory Agencies. Each Borrower and each of its Subsidiaries that owns pipelines and conducts pipeline operations has followed prudent practice in the Hydrocarbon transportation, processing and distribution industries, as applicable, regarding the setting of rates for services provided and the implementation of such rates. The rates charged by each applicable Borrower and its applicable Subsidiaries with respect to the Intrastate Pipelines provide no more than a fair return on the aggregate value of the property used to render services on the Intrastate Pipelines, and no such party uses, charges, imposes or implements, or has previously done any of the foregoing, in a discriminatory manner. Except as set forth on Schedule 6.27(b), neither any Borrower nor any of its Subsidiaries that owns any interest in any of the Intrastate Pipelines has been or is the subject of a complaint, investigation or other proceeding by any Governmental Authority regarding their respective rates or practices with respect to the Intrastate Pipelines. No complaint, investigation or other proceeding set forth on Schedule 6.27(b), individually or in the aggregate, could not reasonably be expected result, if adversely determined to result the position or interest of any Borrower or any of its Subsidiaries or other such Person, in a Material Adverse Effect. (c) With respect to those certain common carrier pipeline services and operations that are provided by the Pipeline Systems in the State of Montana, each Subsidiary of the Borrower which owns pipelines and conducts pipeline operations in the State of Montana has determined that no tariff filing with any regulatory agency of the State of Montana is necessary because all pipeline services within the State of Montana are interstate common carrier services that are governed exclusively by the FERC. Except to the extent that any of the following could not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any Subsidiary of the Borrower which owns pipelines and conducts pipeline services and operations in the State of Montana has been subject to any written challenge, protest or complaint by any party, including any agency of the State of Montana, with respect to (i) the jurisdiction of the State of Montana or any agency thereof over such pipelines and pipeline services and operations in the State of Montana, or (ii) the lack of a tariff filing with any regulatory agency of the State of Montana regarding such pipeline services and operations. (d) With respect to pipeline services and operations that are situated or conducted in the State of Utah, each Subsidiary of the Borrower which owns such pipelines and conducts such pipeline operations has determined that the rates and terms and conditions of shipment are not subject to regulation by the State of Utah, any administrative agency of the State of Utah, or the FERC. Except to the extent that any Utah FERC Jurisdictional Requirement has been ordered or imposed, the Each applicable Borrower and each of its Subsidiaries have determined that no tariff filing is required with respect to pipeline services and operations within the State of Utah. Except to the extent that any of the following could not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any Subsidiary of the Borrower which owns pipelines and conducts pipeline services and operations in the State of Utah has been subject to any written challenge, protest or complaint by any party, including any agency of the State of Utah or FERC, with respect to (i) the jurisdiction of the State of Utah or any agency thereof over such pipelines and pipeline services and operations in the State of Utah, (ii) the jurisdiction of FERC over such pipelines and pipeline services and operations in the State of Utah, or (iii) with respect to the lack of a tariff filing with any regulatory agency of the State of Utah or the FERC regarding such pipeline services and operations. (e) With respect to those pipeline services and operations that are situated or conducted in any State other than the States of North Dakota, Montana and Utah, except to the extent that any of the following could not reasonably be expected to result in a Material Adverse Effect, (i) (A) each Loan Party which owns such pipelines and conducts such pipeline operations has determined that the rates and terms and conditions of shipment thereon are not subject to regulation by any State Pipeline Regulatory Agency, any other administrative agency of the such State, or the FERC, and (B) none of such Loan Parties has been subject to any written challenge, protest or complaint by any party, including any agency of such State or FERC, with respect to (1) the jurisdiction of such State or any agency thereof over such pipelines and pipeline services and operations, (2) the jurisdiction of FERC over such pipelines and pipeline services and operations, or (3) with respect to the lack of a tariff filing with any regulatory agency of the such State or the FERC regarding such pipeline services and operations, or (ii) each Loan Party which owns such pipelines and conducts such pipeline operations has filed with the applicable State Pipeline Regulatory Agency or the FERC tariffs applicable to such services that comply with applicable Law and any regulations issued thereunder by the State Pipeline Regulatory Agency or the FERC. (f) Each of the Borrower and its Subsidiaries is in compliance compliance, in all material respects, with all rules, regulations and orders of the FERC and all State Pipeline Regulatory Agencies applicable to the Pipeline Systems, except for any Utah FERC Jurisdictional Requirement that has been ordered or imposed but for which time period for compliance therewith has not expired, and except to the extent that any noncompliance, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (gd) Each of the Borrower and its Subsidiaries, to the extent applicable, is in compliance with all Department of Transportation, Pipeline and Hazardous Materials Safety Administration (“PHMSA”) regulations applicable to the Pipeline Systems, including but not limited to all such regulations pertaining to pipeline safety and integrity, control room management, personnel management and qualification, and annual and specific incident reports, except to the extent that any noncompliance, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. As of the Closing Effective Date, none of the Contributing Affiliates has been subject to neither any material enforcement or remedial action by or involving PHMSA within the past three (3) years. Neither the Borrower nor any of its Subsidiaries, to the extent applicable, has been subject to any material enforcement or remedial action by or involving PHMSA within the past three (3) years, except to the extent that any such enforcement or remedial action, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (h) As of the Closing Date, none of the Borrower or its Subsidiaries is liable for any material refunds or interest thereon as a result of an order from the FERC or any other Governmental Authority with jurisdiction over the Pipeline Systems. (ie) The Each applicable Borrower’s and any each of its applicable Subsidiary’s annual FERC report on Form No. 6 with respect to the Pipeline Systems 2 or 2A, as applicable, filed with the FERC since 2005 has been filed on FERC, if any, complies with all applicable material legal requirements and does not contain any untrue statement of material fact or omit to state a timely basis, except material fact required to make the extent that the time for filing any such annual form has been extended by the FERCstatements therein not misleading. (jf) Without limiting the generality of Section 5.03 6.10 of this Agreement, and except as to tariffs on file at the FERC and at applicable State Pipeline Regulatory Agencies, no material certificate, license, permit, consent, authorization or order (to the extent not otherwise obtained) is required by the any Borrower or any of its Subsidiaries from any Governmental Authority to construct, own, operate and maintain the Pipeline Systems, or to transport transport, process and/or distribute Crude Oil or Refined Products Hydrocarbons under existing contracts, contracts and agreements and tariffs as the Pipeline Systems are presently owned, operated and maintained.