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  8.3  Seller's Obligations After Closing.  After Closing, Seller will
unconditionally and irrevocably (to the extent set forth below) pay, perform and
discharge the following liabilities, obligations and duties with respect to the
ownership or operation of the Assets before the Effective Date which are set
forth below (collectively, the "SELLER'S RETAINED OBLIGATIONS"):

       8.3.1 All performance obligations under the Permits and Right-of-Ways
attributable to the period before the Effective Date, for which a written notice
of claim for indemnity under this Article 8, including written notice of facts
as to which an indemnifiable Claim is expected to be incurred, and which
specifically cites this Agreement as a basis for indemnification, shall have
been given to Seller by Buyer within one year after the Effective Date, provided
however that such Claim has not already been satisfied pursuant to the
adjustments set forth in Sections 2.2 or 2.3 (such obligation is referred to as
a "Seller Retained Permit/Right of Way Obligation").

       8.3.2 All Claims arising out of Environmental Conditions to the extent
caused by Seller's ownership and/or operation of the Assets before the Effective
Date, for which a written notice of a claim for indemnity under this Article 8,
including written notice of facts as to which an indemnifiable Claim is expected
to be incurred, and which specifically cites this Agreement as a basis for
indemnification, shall have been given to Seller by Buyer within three years
after the Effective Date (such obligation is referred to as a "Seller Retained
Environmental Obligation").

       8.3.3. All Claims arising out of any suits, claims or proceedings brought
or asserted by a third party and which are alleged to have arisen or are
attributable to the period prior to the Effective Date and for which a written
notice of claim for indemnity under this Article 8, including written notice of
facts as to which an indemnifiable Claim is expected to be incurred, and which
specifically cites this Agreement as a basis for indemnification, shall have
been given to Seller by Buyer within three years after the Effective Date (such
obligations referred to herein as a "Seller Retained Third Party Claim
Obligation").

       8.3.4. All performance obligations under the Contracts attributable to
the period before the Effective Date, for which a written notice of claim for
indemnity under this Article 8, including written notice of facts as to which an
indemnifiable Claim is expected to be incurred, and which specifically cites
this Agreement as a basis for indemnification, shall have been given to Seller
by Buyer within five years after the Effective Date, provided however that such
Claim has not already been satisfied pursuant to the adjustments set forth in
Sections 2.2 or 2.3 (such obligation is referred to as a "Seller Retained
Contract Obligation").

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