WHICH ALLOWS, OR AFTER NOTICE OR LAPSE OF TIME WOULD ALLOW, REVOCATION
OR TERMINATION THEREOF OR WOULD RESULT IN ANY IMPAIRMENT OF THE RIGHTS OF THE
HOLDER OF ANY SUCH RIGHTS-OF-WAY, EXCEPT FOR SUCH FAILURES TO PERFORM,
REVOCATIONS, TERMINATIONS AND IMPAIRMENTS THAT WILL NOT HAVE A MATERIAL ADVERSE
EFFECT UPON THE ABILITY OF THE PARTNERSHIP, THE SUBSIDIARIES AND THE JOINT
VENTURE CONSIDERED AS A WHOLE TO CONDUCT THEIR BUSINESSES IN ALL MATERIAL
RESPECTS AS CURRENTLY CONDUCTED AND AS CONTEMPLATED BY THE OFFERING MEMORANDUM
TO BE CONDUCTED, SUBJECT IN EACH CASE TO SUCH QUALIFICATION AS MAY BE SET FORTH
IN THE FINAL OFFERING MEMORANDUM; AND, EXCEPT AS DESCRIBED IN THE OFFERING
MEMORANDUM, NONE OF SUCH RIGHTS-OF-WAY CONTAINS ANY RESTRICTION THAT IS
MATERIALLY BURDENSOME TO THE PLAINS PARTIES CONSIDERED AS A WHOLE.
11
(DD)
NONE OF THE PLAINS PARTIES IS NOW, AND AFTER SALE
OF THE SECURITIES TO BE SOLD BY THE ISSUERS HEREUNDER AND APPLICATION OF THE NET
PROCEEDS FROM SUCH SALE AS DESCRIBED IN THE OFFERING MEMORANDUM UNDER THE
CAPTION "USE OF PROCEEDS," NONE OF THE PLAINS PARTIES WILL BE, (I) AN
"INVESTMENT COMPANY" OR A COMPANY "CONTROLLED BY" AN "INVESTMENT COMPANY" WITHIN
THE MEANING OF THE INVESTMENT COMPANY ACT, (II) A "PUBLIC UTILITY COMPANY,"
"HOLDING COMPANY" OR A "SUBSIDIARY COMPANY" OF A "HOLDING COMPANY" OR AN
"AFFILIATE" THEREOF, UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935, AS
AMENDED, (III) A "GAS UTILITY," WITHIN THE MEANING OF TEX. UTIL. CODE § 121.001
OR (IV) A "PUBLIC UTILITY" OR "UTILITY" WITHIN THE MEANING OF THE PUBLIC UTILITY
REGULATORY ACT OF TEXAS OR UNDER SIMILAR LAWS OF ANY STATE IN WHICH ANY SUCH
PLAINS PARTY DOES BUSINESS.
(EE)
NONE OF THE PLAINS PARTIES HAS SUSTAINED SINCE
THE DATE OF THE LATEST AUDITED FINANCIAL STATEMENTS INCLUDED IN THE OFFERING
MEMORANDUM ANY MATERIAL LOSS OR INTERFERENCE WITH ITS BUSINESS FROM FIRE,
EXPLOSION, FLOOD OR OTHER CALAMITY WHETHER OR NOT COVERED BY INSURANCE, OR FROM
ANY LABOR DISPUTE OR COURT OR GOVERNMENTAL ACTION, INVESTIGATION, ORDER OR
DECREE, OTHERWISE THAN AS SET FORTH OR CONTEMPLATED IN THE OFFERING MEMORANDUM.
(FF)
EXCEPT AS DESCRIBED IN THE OFFERING
MEMORANDUM, NONE OF THE PLAINS PARTIES HAS VIOLATED ANY ENVIRONMENTAL, SAFETY,
HEALTH OR SIMILAR LAW OR REGULATION APPLICABLE TO ITS BUSINESS RELATING TO THE
PROTECTION OF HUMAN HEALTH AND SAFETY, THE ENVIRONMENT OR HAZARDOUS OR TOXIC
SUBSTANCES OR WASTES, POLLUTANTS OR CONTAMINANTS ("ENVIRONMENTAL LAWS"), OR
LACKS ANY PERMITS, LICENSES OR OTHER APPROVALS REQUIRED OF THEM UNDER APPLICABLE
ENVIRONMENTAL LAWS TO OWN, LEASE OR OPERATE THEIR PROPERTIES AND CONDUCT THEIR
BUSINESS AS DESCRIBED IN THE OFFERING MEMORANDUM OR IS VIOLATING ANY TERMS AND
CONDITIONS OF ANY SUCH PERMIT, LICENSE OR APPROVAL, WHICH IN EACH CASE WOULD
HAVE A MATERIAL ADVERSE EFFECT ON THE CONDITION (FINANCIAL OR OTHER), BUSINESS,
PROSPECTS, PROPERTIES, NET WORTH OR RESULTS OF OPERATIONS OF THE PARTNERSHIP,
THE SUBSIDIARIES AND THE JOINT VENTURE, TAKEN AS A WHOLE.
(GG)
NO LABOR DISPUTE BY THE EMPLOYEES OF ANY OF THE
PLAINS PARTIES EXISTS OR, TO THE KNOWLEDGE OF THE