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      1.1.3 Pipelines. All of Seller's right, title and interest in the
gathering lines, pipelines and related facilities associated with the Plants and
the gathering lines, pipelines and related facilities associated with
independent gathering systems, including without limitation those described in
Exhibit A-Texas, Schedule 3 and Exhibit A-Oklahoma, Schedule 3 (the
"PIPELINES");

      1.1.4    Real Property and Rights of Way.  All of Seller's real property
interest in the Plants, Plant Facilities and Pipelines, including without
limitation all fee property interests, surface leases and other rights to use
the surface in connection with the ownership or operation of the Plants, Plant
Facilities and Pipelines (collectively, the "REAL PROPERTY") as specifically
described in Exhibit A-Texas, Schedule 4 and Exhibit A-Oklahoma, Schedule 4, and
all of Seller's right, title and interest in easements, rights-of-way,
servitudes, railroad permits or licenses and other related instruments
specifically related to the Plants, Plant Facilities and the Pipelines
(collectively, the "RIGHTS-OF-WAY"), including, without limitation, those
described in Exhibit A-Texas, Schedule 4 and Exhibit A-Oklahoma, Schedule 4;

      1.1.5    Contracts.  All of Seller's right, title and interest in the
written, fully executed contracts and agreements related to Seller's ownership
interest in the Plants, Plant Facilities and Pipelines including without
limitation partnership agreements, joint venture agreements, operating
agreements and agreements for the supply, processing or transportation of
natural gas or natural gas liquids at the tailgate of the Plants and the other
agreements listed in Exhibit A-Texas, Schedule 5 and Exhibit A-Oklahoma,
Schedule 5 (the "CONTRACTS");

      1.1.6    Permits.  All of Seller's right, title and interest in the
environmental and other governmental permits, licenses, orders, franchises and
other related instruments and rights related to Seller's ownership or operation
of the Plants, Plant Facilities and Pipelines including, without limitation,
those described in Exhibit A-Texas, Schedule 6 and Exhibit A-Oklahoma, Schedule
6 (the "PERMITS");

      1.1.7    Inventories.  Subject to existing sales agreements, all of
Seller's right, title and interest  in the inventory of liquid hydrocarbons and
products refined from the liquid hydrocarbons located in storage facilities or
transportation facilities on or near the site of the Plants and Pipelines on the
Effective Date that have not passed through custody transfer meters to other
facilities not being transferred to Buyers under this Agreement (the
"INVENTORIES"); and

      1.1.8   Records. All of Seller's right, title and interest in all files,
records and other data in the actual possession of Seller related to the Plants,
Plant Facilities and Pipelines including without limitation all title records,
operational records, technical records, processing records, division orders (if
applicable), measurement, network lease settlement reference and contract
reference

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