FRACTIONATION FACILITY. Or "FACILITY" shall mean the following property, facilities and related assets which are to be contributed by DEVCO and Warren to the Partnership pursuant to the terms hereof: (1) SURFACE LEASE AREA, WATER RIGHTS AND EASEMENT. A real property surface lease (the "LEASE AGREEMENT") in the form attached hereto as Exhibit D for a term coterminous with this Agreement granting the Partnership use of the surface property described in Part I of
... Exhibit C (the "SURFACE LEASE AREA"), which comprises the areas on which the Fractionator (as defined immediately below) is situated and the use 5 of certain water wells located on the "WATER RIGHTS AREAS" described on Exhibit A to the Lease Agreement, and the right to extract water therefrom; and an easement for the term hereof to allow the continued presence of, and Partnership access to, all Related Facilities, as defined below. (2) FRACTIONATION FACILITY. All of Warren's and DEVCO's right, title and interest in and to all the equipment, personal property and facilities comprising that certain natural gas liquids fractionation facility, and other facilities appurtenant thereto and necessary for the operation of said fractionation facility, all as same are located in the Surface Lease Area (as defined immediately above), as such fractionator facility is generally described in Part II of Exhibit C (THE "FRACTIONATOR"), less and except those assets described as "Excluded Assets" in Part IV of Exhibit C. (3) RELATED FACILITIES. All of Warren's and DEVCO's right, title and interest in and to those facilities and equipment outside of the Surface Lease Area related to the Fractionator and which are described in Part III of Exhibit C, and excluding any items not expressly described therein (the "RELATED FACILITIES"). (4) PERMITS. All of Warren's right, title and interest in and to all of the environmental and other governmental permits, licenses, orders, franchises and related instruments or rights necessary to the ownership or operation of any portions of the Fractionator as described in Exhibit C, and which in accordance with the applicable law or the terms of such instruments are not to be maintained in the name of the Operator of the Fractionator and that, by their terms, may be assigned ("PERMITS"), as described in Part IV of said Exhibit C. (5) CONTRACTS. All of Warren's and DEVCO's right, title and interest in and to those certain contracts and agreements relating solely to the Fractionator that, by their terms, may be assigned including but not limited to fractionation services agreements, gas supply, electrical and other utilities purchase agreements, maintenance and services agreements and intellectual property licensing and confidentiality agreements, as same are listed in Part V of Exhibit C ("CONTRACTS"). (6) RECORDS. All of Warren's and DEVCO's right, title and interest in and to all files, records and other data in the actual possession of Warren or DEVCO, necessary for the Partnership's operation of the Fractionator (except to the extent same relate to any retained properties still owned by Warren and DEVCO); including, but not limited to, all operational records, technical records, processing records, measurement, pipeline balancing and connection agreements, United States Department of Transportation and other governmental agency-required files, contract files, copies of accounting files, and copies of computer spreadsheets used for accounting and allocations, but 6 excluding tax records and accounting records which relate exclusively to accounting periods prior to the date of contribution of the Fractionator to the Partnership. ("RECORDS"). (7) EXCLUDED ASSETS. "FRACTIONATOR FACILITY" is understood to expressly exclude: (i) any of the equipment, facilities, or assets located within the Surface Lease Area and which are described in Part VI of Exhibit C ("SURFACE LEASE AREA EXCLUDED ASSETS"); and (ii) any and all assets, facilities or properties outside of the Surface Lease Area which are not expressly defined above as being Related Facilities; (all of same being collectively referred to herein as the "EXCLUDED ASSETS").
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