ON ITS PIPELINE FACILITIES IN A MANNER THAT WOULD SUBJECT IT TO
REGULATION BY THE LOUISIANA OFFICE OF CONSERVATION AND THE LOUISIANA PUBLIC
SERVICE COMMISSION.
26
(E)
GARRISON GATHERING OWNS ONLY A 50% NON-OPERATED INTEREST IN A
GATHERING SYSTEM IN TEXAS.
(F)
NEITHER TALCO NOR GARRISON GATHERING IS A GAS UTILITY UNDER THE
TEXAS UTILITIES CODE.
(G)
NONE OF THE MIDSTREAM COMPANIES IS THE TARGET OF A FORMAL OR
INFORMAL COMPLAINT, PROTEST OR SIMILAR ACTION BEFORE THE FEDERAL ENERGY
REGULATORY COMMISSION, THE TEXAS RAILROAD COMMISSION, THE LOUISIANA OFFICE OF
CONSERVATION OR THE LOUISIANA PUBLIC SERVICE COMMISSION, OR IS THE TARGET OF ANY
PUBLIC OR NON-PUBLIC AUDIT OR INFORMAL OR FORMAL INVESTIGATION BY ONE OR MORE OF
SUCH AGENCIES OR BY THE STAFF OF ANY SUCH AGENCY.
4.19
RESERVE REPORT INFORMATION. THE FACTUAL INFORMATION FURNISHED BY
PFC, THE COMPANY AND THE SUBSIDIARIES TO HAAS PETROLEUM ENGINEERING SERVICES,
INC. AND NETHERLAND, SEWELL AND ASSOCIATES, INC., IN CONNECTION WITH THE
PREPARATION OF A RESERVE REPORT WITH RESPECT TO CERTAIN OF THE WELLS DATED
EFFECTIVE AS OF DECEMBER 31, 2005 IS TRUE AND CORRECT IN ALL MATERIAL RESPECTS;
PROVIDED, HOWEVER, COMPANY MAKES NO REPRESENTATIONS WITH RESPECT TO:
(I) RESERVE PROJECTIONS; (II) PRICES; OR (III) WORKING INTEREST OR NET REVENUE
INTEREST FIGURES USED IN SUCH REPORT. THE PORTIONS OF THE RESERVE REPORTS
LISTING THE WELLS AND VALUED WELL LOCATIONS, AND THE COMPANY'S OR ANY
SUBSIDIARY'S WORKING INTEREST AND NET REVENUE INTEREST THEREIN, ARE ATTACHED
HERETO AS COMPANY SCHEDULE 4.19.
4.20
TANGIBLE MIDSTREAM ASSETS.
(A)
EXCEPT AS SET FORTH ON COMPANY SCHEDULE 4.20(A):
(1)
SUBJECT TO ORDINARY WEAR AND TEAR AND TO SCHEDULED OR NECESSARY
REPAIRS IN THE ORDINARY COURSE OF BUSINESS, ALL MATERIAL PORTIONS OF THE
MIDSTREAM ASSETS THAT ARE TANGIBLE PERSONAL PROPERTY ARE IN REASONABLY GOOD AND
SERVICEABLE CONDITION AND REPAIR AND THERE ARE NO NECESSARY MATERIAL REPAIRS,
IMPROVEMENTS, RESTORATION OR OTHER SERVICE WORK NECESSARY TO MAKE SUCH ASSETS
SERVICEABLE AND THE MIDSTREAM COMPANIES OWN SUCH PROPERTY (EXCEPT FOR THE
INTEREST OF ENERQUEST CORPORATION IN THE ASSETS CO-OWNER WITH GARRISON
GATHERING) FREE AND CLEAR OF ANY LIEN, OTHER THAN PERMITTED ENCUMBRANCES; AND
(2)
NO MIDSTREAM COMPANY HAS ABANDONED (OR IS IN THE PROCESS OF
ABANDONING) ANY MATERIAL PORTION OF THE MIDSTREAM ASSETS OR REMOVED (OR IS IN
THE PROCESS OF REMOVING) ANY MATERIAL ITEMS OF EQUIPMENT, EXCEPT THOSE REPLACED
BY ITEMS OF SUBSTANTIALLY EQUIVALENT SUITABILITY AND VALUE).
(B)
THE MIDSTREAM COMPANIES' TITLE TO THE MIDSTREAM ASSETS IS (1) TO
THE EXTENT CONSTITUTING REAL PROPERTY, OF RECORD (EXCEPT FOR NEWLY ACQUIRED
RIGHTS-OF-WAY NOT YET FILED FOR RECORD) IN THE APPROPRIATE COUNTY AND SUCH TITLE
THAT ENABLES THE MIDSTREAM COMPANIES TO CARRY ON IN THE ORDINARY COURSE OF
BUSINESS AND, TO THE KNOWLEDGE OF THE COMPANY AND PFC, NO MIDSTREAM COMPANY HAS
RECEIVED ANY WRITTEN OR, TO THE KNOWLEDGE OF PFC AND THE COMPANY, ORAL CLAIMS OR
DEMANDS WITH REGARD TO THE USE OF THE SURFACE OF ANY LANDS ASSOCIATED WITH THE
MIDSTREAM ASSETS, AND (2) FREE AND CLEAR OF ALL LIENS, EXCEPT FOR PERMITTED