THOSE SET FORTH IN SCHEDULE 2.1(J)).
EXCEPT AS SET FORTH ON SCHEDULE 2.1(J),
EXCEPT FOR PERMITTED ENCUMBRANCES, THERE ARE NO INDEBTEDNESS, BORROWINGS, LOAN
AGREEMENTS, PROMISSORY NOTES, PLEDGES, MORTGAGES, GUARANTEES, AND SIMILAR
LIABILITIES (DIRECT AND INDIRECT) THAT ARE SECURED BY OR CONSTITUTE AN
ENCUMBRANCE ON THE JONAH GAS GATHERING SYSTEM, AND THERE ARE NO PREFERENTIAL OR
SIMILAR RIGHTS TO PURCHASE ANY PORTION OF THE JONAH GAS GATHERING SYSTEM.
THE
TEPPCO PARTIES AND JONAH HAVE GIVEN ENTERPRISE ACCESS TO ALL TITLE INFORMATION
IN THEIR POSSESSION RELATING TO THE JONAH GAS GATHERING SYSTEM, INCLUDING
WITHOUT LIMITATION THE FOLLOWING:
(I)
COPIES OF ALL TITLE OPINIONS AND REPORTS PERTAINING TO THE JONAH
GAS GATHERING SYSTEM;
(II)
ALL ABSTRACTS OF TITLE AND STATUS REPORTS PERTAINING TO THE JONAH
GAS GATHERING SYSTEM;
(III)
COPIES OF ALL EASEMENTS, PRIOR CONVEYANCES OF INTERESTS CREATED
THEREBY, UNITIZATION, POOLING AND OPERATING AGREEMENTS, DIVISION AND TRANSFER
ORDERS, MORTGAGES, DEEDS OF TRUST, SECURITY AGREEMENTS, CHATTEL MORTGAGES,
FINANCING STATEMENTS AND OTHER ENCUMBRANCES AFFECTING THE TITLE TO OR THE VALUE
OF THE JONAH GAS GATHERING SYSTEM AND COPIES OF ALL OTHER CONTRACTS AND
DOCUMENTS AFFECTING THE TITLE TO OR THE VALUE OF THE JONAH GAS GATHERING SYSTEM;
(IV)
EVIDENCE THAT ALL RENTALS, ROYALTIES AND OTHER PAYMENTS DUE UNDER
THE EASEMENTS AND CONTRACTS PERTAINING TO THE JONAH GAS GATHERING SYSTEM HAVE
BEEN PAID AND ACCEPTED;
(V)
EVIDENCE THAT ALL AD VALOREM, PROPERTY, PRODUCTION, SEVERANCE,
EXCISE AND SIMILAR TAXES AND ASSESSMENTS BASED ON OR MEASURED BY THE OWNERSHIP
OF THE JONAH GAS GATHERING SYSTEM HAVE BEEN
6
PROPERLY AND TIMELY PAID;
(VI)
OWNERSHIP MAPS AND SURVEYS RELATING TO THE JONAH GAS GATHERING
SYSTEM;
(VII)
COPIES OF ALL LEASE RECORDS AND DATA SHEETS AND TO BONUSES,
RENTALS AND ROYALTIES PAYABLE THEREUNDER; AND
(VIII)
UCC SEARCH CERTIFICATES AND OTHER CERTIFICATES AND TITLE
INFORMATION.
(3)
EXCEPT AS SET FORTH ON SCHEDULE 2.1(J), JONAH'S ASSETS, INCLUDING
THE JONAH GAS GATHERING SYSTEM, ARE SUFFICIENT FOR THE CONTINUED CONDUCT OF
JONAH'S BUSINESS AFTER THE CLOSING IN THE SAME MANNER AS CONDUCTED PRIOR TO THE
CLOSING.
(K)
CONTRACT OBLIGATIONS.
ALL CONTRACTS (INCLUDING, WITHOUT
LIMITATION, ALL EASEMENTS AND ALL GAS CONTRACTS) PERTAINING TO THE JONAH GAS
GATHERING SYSTEM ARE IN FULL FORCE AND EFFECT, ARE VALID AND SUBSISTING, AND, AS
TO THE EASEMENTS, COVER THE ENTIRE ESTATES OR RIGHTS THAT THEY PURPORT TO
COVER.
ENTERPRISE HAS BEEN PROVIDED WITH ACCESS TO ALL SUCH CONTRACTS AND THERE
ARE NO OTHER WRITTEN OR, TO THE KNOWLEDGE OF THE TEPPCO PARTIES ORAL,
AGREEMENTS, CONTRACTS, COMMITMENTS OR ARRANGEMENTS WHICH AFFECT THE JONAH GAS
GATHERING SYSTEM IN A MATERIAL WAY OTHER THAN SUCH CONTRACTS SO DESCRIBED.
ALL
PAYMENTS DUE UNDER SUCH CONTRACTS HAVE BEEN MADE AND ACCEPTED, AND ALL
CONDITIONS NECESSARY TO KEEPING SUCH CONTRACTS IN FULL FORCE AND EFFECT HAVE
BEEN PERFORMED.
JONAH HAS NEVER BEEN ADVISED, DIRECTLY OR INDIRECTLY, BY ANY
OTHER PARTY OF A DEFAULT UNDER ANY SUCH CONTRACT WHICH CLAIM OF DEFAULT HAS NOT
BEEN RESOLVED.
NO OTHER PARTY TO ANY SUCH CONTRACT HAS OVERTLY THREATENED
TERMINATION THEREOF OR, TO THE KNOWLEDGE OF JONAH, IS