Transmontaigne Partners L.P. (TLP)

SECTION 20.       REPRESENTATIONS AND WARRANTIES.

Owner, to the best of its knowledge, after due inquiry, represents and warrants as of the Effective Date as follows:

(a)           The Terminals are in good serviceable condition; the Terminals are structurally sound; and the Terminals have been and are being operated and maintained in accordance with Good Industry Practice and Applicable Law.  Owner is not aware of any discharge or release at the Terminals that could materially interfere with the operation of the Terminals, or upon Owner’s ability to perform its obligations under this Agreement.

(b)           There are no liens on any portion of the Terminals that would adversely affect Owner’s ability to perform its obligations under this Agreement.

(c)           There are no existing or threatened labor disputes at the Terminals that could interfere with Owner’s performance under this Agreement, and there is no litigation pending or threatened that could have a material adverse effect upon Owner’s ability to perform its obligations under this Agreement.

(d)           Owner owns and controls the Terminals hereunder, and can provide the services to Customer in accordance with the terms and provisions of this Agreement.

SECTION 20.       REPRESENTATIONS AND WARRANTIES.

Owner, to the best of its
knowledge, after due inquiry, represents and warrants as of the Effective Date
as follows:

(a)           The Terminals are in good serviceable
condition; the Terminals are structurally sound; and the Terminals have been
and are being operated and maintained in accordance with Good Industry Practice
and Applicable Law.  Owner is not aware
of any discharge or release at the Terminals that could materially interfere
with the operation of the Terminals, or upon Owner’s ability to perform its
obligations under this Agreement.

(b)           There are no liens on any portion of
the Terminals that would adversely affect Owner’s ability to perform its
obligations under this Agreement.

(c)           There are no existing or threatened
labor disputes at the Terminals that could interfere with Owner’s performance
under this Agreement, and there is no litigation pending or threatened that
could have a material adverse effect upon Owner’s ability to perform its
obligations under this Agreement.

(d)           Owner owns and controls the Terminals
hereunder, and can provide the services to Customer in accordance with the
terms and provisions of this Agreement.

REPRESENTATIONS AND WARRANTIES

In order to induce the Lenders to enter into this Credit Agreement and the Issuing Bank to issue the Letters of Credit, and to make available the credit facilities contemplated hereby, the Borrower and (by execution and delivery of any Guaranty Agreement or of a joinder thereto and incorporation by reference therein) each Guarantor hereby represents and warrants to the Lenders and the Issuing Bank as of the Closing Date, the Funding Date and on the date of each extension of credit hereunder, as follows: