AND IN COMPLIANCE IN
ALL MATERIAL RESPECTS WITH APPLICABLE LAWS AND REGULATIONS.
(H)
NO UNDISCLOSED LIABILITIES; RELEASE OF GUARANTEE.
EXCEPT AS SET
FORTH ON SCHEDULE 2.1(H), JONAH AND THE JONAH GAS GATHERING SYSTEM HAVE NO
LIABILITIES OR OBLIGATIONS OF ANY NATURE (WHETHER KNOWN OR UNKNOWN AND WHETHER
ABSOLUTE, ACCRUED, CONTINGENT OR OTHERWISE) EXCEPT FOR LIABILITIES OR
OBLIGATIONS REFLECTED OR RESERVED AGAINST IN THE BALANCE SHEET AND CURRENT
LIABILITIES INCURRED IN THE ORDINARY COURSE OF BUSINESS.
JONAH (I) HAS OBTAINED
A RELEASE FROM THAT CERTAIN GUARANTEE GRANTED BY JONAH TO WACHOVIA BANK,
NATIONAL ASSOCIATION PURSUANT TO THE PROVISIONS OF SECTION 14.04 OF THE
INDENTURE BETWEEN TEPPCO PARTNERS, L.P., AS ISSUER, TE PRODUCTS PIPELINE COMPANY
LIMITED PARTNERSHIP, TCTM, L.P., TEPPCO MIDSTREAM COMPANIES, L.P. AND JONAH,
EACH AS SUBSIDIARY GUARANTORS AND WACHOVIA BANK, NATIONAL ASSOCIATION, AS
TRUSTEE AND (II) HAS OBTAINED A SIMILAR RELEASE OF ITS SUBSIDIARY GUARANTEE
UNDER THE AMENDED AND RESTATED CREDIT AGREEMENT OF TEPPCO PARTNERS, L.P.
(I)
ABSENCE OF CHANGES.
EXCEPT AS AND TO THE EXTENT SET FORTH ON
SCHEDULE 2.1(I) OR AS CONTEMPLATED BY THIS AGREEMENT OR THE PARTNERSHIP
AGREEMENT, SINCE MARCH 31, 2006, JONAH HAS NOT, DIRECTLY OR INDIRECTLY:
(1)
MADE ANY AMENDMENT TO ITS PARTNERSHIP AGREEMENT OR OTHER
ORGANIZATIONAL DOCUMENTS, OR CHANGED THE CHARACTER OF ITS BUSINESS IN ANY
MATERIAL MANNER;
(2)
EXPERIENCED ANY EVENT, DEVELOPMENT OR CONDITION OF ANY CHARACTER
THAT HAD OR COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON
JONAH OR THE JONAH GAS GATHERING SYSTEM;
(3)
ENTERED INTO ANY AGREEMENT OR TRANSACTION OUTSIDE THE ORDINARY
COURSE OF BUSINESS, EXCEPT IN CONNECTION WITH THE JONAH EXPANSION; OR
(4)
MADE ANY CAPITAL EXPENDITURE OR COMMITMENT OTHER THAN IN THE
ORDINARY COURSE OF BUSINESS AND EXCEPT IN CONNECTION WITH THE JONAH EXPANSION.
(J)
CONDITION OF SYSTEM, LEGALITY OF USE, TITLE, SUFFICIENCY OF
ASSETS.
(1)
THE JONAH GAS GATHERING SYSTEM IS IN GOOD AND SERVICEABLE
CONDITION (NORMAL WEAR AND TEAR EXCEPTED) AND SUITABLE FOR THE USES FOR WHICH IT
IS INTENDED AND HAS BEEN MAINTAINED IN ACCORDANCE WITH INDUSTRY PRACTICES
REGARDING GATHERING SYSTEMS OF SIMILAR SIZE AND OPERATING IN SUBSTANTIALLY THE
SAME GEOGRAPHIC AREA.
5
THE JONAH GAS GATHERING SYSTEM AND ITS USES CONFORM IN ALL MATERIAL RESPECTS TO
ALL APPLICABLE LAWS.
JONAH HAS COMPLIED IN ALL MATERIAL RESPECTS WITH ALL LAWS,
RULES, REGULATIONS, ORDINANCES AND ORDERS OF ALL FEDERAL, STATE, COUNTY,
MUNICIPAL, LOCAL AND OTHER GOVERNMENTAL BODIES, AUTHORITIES AND AGENCIES HAVING
JURISDICTION OVER THE JONAH GAS GATHERING SYSTEM.
NO PORTION OF THE JONAH GAS
GATHERING SYSTEM HAS BEEN FOUND TO BE SUBJECT TO THE JURISDICTION OF THE FEDERAL
ENERGY REGULATORY COMMISSION UNDER THE NATURAL GAS ACT OF 1938, THE NATURAL GAS
POLICY ACT OF 1978 OR THE INTERSTATE COMMERCE ACT.
(2)
JONAH HAS GOOD AND MARKETABLE TITLE TO THE JONAH GAS GATHERING
SYSTEM.
FOR PURPOSES OF THIS AGREEMENT, "GOOD AND MARKETABLE" TITLE SHALL MEAN
THAT TITLE WHICH GRANTS THE TITLE HOLDER ALL RIGHT, TITLE AND INTEREST IN AND TO
THE JONAH GAS GATHERING SYSTEM, FREE AND CLEAR OF ALL ENCUMBRANCES (OTHER THAN