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pending, being contemplated by, or to its actual knowledge, threatened against
it.

      3.1.6 Broker's Fees. The executing party has not incurred any obligation
for brokers, finders or similar fees for which the other executing party or
parties would be liable.

      3.1.7   Tax Partnerships.  The Assets to be transferred pursuant to this
Agreement are not subject to any Tax Partnership Agreement or provisions
requiring a Partnership Income Tax Return to be filed under Subchapter K of
Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, or any
similar state statute.

  3.2  Seller's Representations.  By its execution of this Agreement, Seller
makes the following representations to each Buyer as to the Assets purchased by
each Buyer.  These representations are deemed to be made as of the Closing Date.

      3.2.1 Preferential Rights and Consents. There are no prior or preferential
rights to purchase, rights of first refusal, or other similar rights vested in
any other party to purchase or otherwise acquire the Assets which apply to the
transactions contemplated by this Agreement or which will not otherwise have
been either waived or terminated prior to the Closing Date. The Rights of Way
listed on Schedule 4 of Exhibit A-Texas and Exhibit A-Oklahoma which are marked
with an asterisk shall be referred to herein as the "Material Rights of Way",
and the Rights of Way listed on Schedule 4 of Exhibit A-Texas and Exhibit A-
Oklahoma which are not so marked shall be referred to herein as the "Immaterial
Rights of Way." The Contracts listed on Schedule 5 of Exhibit A-Texas and
Exhibit A-Oklahoma which are marked with an asterisk shall be referred to herein
as the "Material Contracts" and the Contracts listed on Schedule 5 of Exhibit A-
Texas and Exhibit A-Oklahoma which are not so marked shall be referred to herein
as the "Immaterial Contracts." Seller shall secure prior to the Closing Date all
third party consents or waivers which may be necessary to effect the proper
assignment of Seller's interest in the Material Contracts and the Material
Rights of Way to Buyers in accordance with their respective terms and to obtain
waivers of all preferential rights to purchase, rights of first refusal or other
similar rights vested in any other party to purchase or otherwise acquire the
Assets; provided, however, that the proper assignment of the Immaterial
Contracts and the Immaterial Rights of Way shall not be a condition to the
Closing, and to the extent such assignments of Immaterial Contracts and
Immaterial Rights of Way are not secured prior to the Closing Date, such
assignments may be secured after the Closing Date. Seller shall use good faith
(as defined in the Uniform Commercial Code) efforts to effect the proper
assignment of the Immaterial Contracts and the Immaterial Rights of Way. Buyers
agree to cooperate with Seller in attempting to secure all of such consents or
waivers before and after the

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