Common use of Additional Conditions Precedent Clause in Contracts

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Person in any Loan Document shall be true on and as of the date of such Loan or the date of issuance of such Letter of Credit as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority Lenders. (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of Credit. (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since the date of the Initial Financial Statements. (d) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of Credit. (e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (f) Administrative Agent shall have received all documents and instruments which Administrative Agent has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person in this Agreement and the other Loan Documents, (ii the satisfaction of all conditions contained herein or therein, and (ii all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and date.

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Person in any Loan Document shall be true on and as of the date of such Loan or the date of issuance of such Letter of Credit as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority Lenders. (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of Credit. (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since the date of the Initial Financial Statements. (d) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of Credit. (e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (f) Administrative Agent shall have received all documents and instruments which Administrative Agent has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person in this Agreement and the other Loan Documents, (ii ii) the satisfaction of all conditions contained herein or therein, and (ii iii) all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and date.

Additional Conditions Precedent. No Lender has any ------------------------------- no obligation to make any Loan (including its first), and LC Issuer has no obligation to ) or issue any Letter of Credit (including its first), unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Person in any Loan Document shall be true and correct in all material respects on and as of the date of such Loan or the date of issuance of such Letter of Credit as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit Credit, except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority LendersLender, in which cases such representations and warranties shall have been true and correct in all material respects on and of such earlier date. (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of Credit. (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since the date of the Initial Financial Statements. (d) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of Credit. (ed) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (e) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could reasonably be expected to cause a Material Adverse Change to, Borrower’s combined financial condition or businesses since the date of the Initial Financial Statements. (f) Administrative Agent Lender shall have received all documents and instruments which Administrative Agent Lender has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative AgentPersons; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person in this Agreement and the other Loan Documents, (ii ii) the satisfaction of all conditions contained herein or therein, and (ii iii) all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent Lender in form, substance and date.

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Person Credit Party in any Loan Document shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such Loan or the date of issuance of such Letter of Credit as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit (except to the extent that such representation or warranty was made as of a specific date date, in which case such representation or updated, modified or supplemented warranty shall be true and correct in all respects as of a subsequent date with the consent of Majority Lenderssuch specific date). (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of CreditCredit (or would result after giving effect thereto). (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could reasonably be expected to cause a Material Adverse Change to, Plains MLP's or Borrower's ’s Consolidated financial condition or businesses since the date of the audited Initial Financial Statements. (d) Each Restricted Person Credit Party shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of Credit. (e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (f) Administrative Agent shall have received all documents and instruments which that Administrative Agent has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person in this Agreement and the other Loan Documents, (ii ii) the satisfaction of all conditions contained herein or therein, and (ii all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and date.and

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), ) unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Person in any Loan Document shall be true in all respects on and as of the date of such Loan or the date of issuance of such Letter of Credit as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit Loan, except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority LendersRequired Lenders and the Administrative Agent. (b) No Default or Borrowing Base Deficiency shall exist at the date of such Loan or the date of issuance of such Letter of CreditLoan. (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could cause reasonably be expected to result in a Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since the date of the Initial Financial StatementsClosing Date. (d) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of CreditLoan. (e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (f) The Administrative Agent shall have received all documents and instruments which the Administrative Agent has then reasonably requested, in addition to those described in Section 4.1 6.1 (including opinions of legal counsel for Restricted Persons and the Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of the Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person in this Agreement and the other Loan Documents, (ii ii) the satisfaction of all conditions contained herein or therein, and (ii iii) all other matters reasonably pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to the Administrative Agent in form, substance and date.

Additional Conditions Precedent. No Lender has any ------------------------------- obligation The obligations of the Lenders to make any Loan (including its first), and LC Issuer has no obligation Loans is subject to issue any Letter of Credit (including its first), unless the following conditions further condition precedent have been satisfied: that: (a) All no Default or Event of Default shall exist as of the date of the making of such Loans or would exist immediately after giving effect thereto; and (b) the representations and warranties made or deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any Restricted Person in any Loan Document of them is a party, shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of the date of such Loan or the date of issuance of such Letter of Credit as if such representations and warranties had been made as of the date making of such Loan or with the date of issuance same force and effect as if made on and as of such Letter of Credit date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (or, in the case of any such representation or warranty was made already qualified by materiality, in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents. Each Credit Event shall constitute a specific date or updated, modified or supplemented certification by the Parent and the Borrower to the effect set forth in the preceding sentence (both as of a subsequent date with the consent of Majority Lenders. (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of Credit. (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since the date of the Initial Financial Statements. (d) Each Restricted Person shall have performed and complied with all agreements and conditions required in giving of notice relating to such Credit Event and, unless the Loan Documents to be performed or complied with by it on or Borrower otherwise notifies the Agent prior to the date of such Loan or Credit Event, as of the date of issuance the occurrence of such Letter of Credit. (e) The Credit Event). In addition, if such Credit Event is the making of a Loan, the Parent and the Borrower shall be deemed to have represented to the Agent and the Lenders at the time such Loan or is made that all conditions to the issuance occurrence of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (f) Administrative Agent shall have received all documents and instruments which Administrative Agent has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person Event contained in this Agreement and the other Loan Documents, (ii the satisfaction of all conditions contained herein or therein, and (ii all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and dateArticle V have been satisfied.

Additional Conditions Precedent. No Lender Holder has any ------------------------------- obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), ) unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Person in any Loan Note Document shall be true in all respects on and as of the date of such Loan or the date of issuance of such Letter of Credit as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit Loan, except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority LendersRequired Holders and Administrative Agent. (b) All representations and warranties made by any party to the Acquisition Documents shall be true in all respects as of the Closing Date. (c) No Default shall exist at the date of such Loan or the date of issuance of such Letter of CreditLoan. (cd) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could reasonably be expected to cause a Material Adverse Change to, Plains MLP's or Borrower's Company’s Consolidated financial condition or businesses since the date of the Initial Financial StatementsClosing Date. (de) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Note Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of CreditLoan. (ef) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer Holder to any penalty or other onerous condition under or pursuant to any such Law. (fg) Administrative Agent shall have received all documents and instruments which Administrative Agent has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower Company and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person in this Agreement and the other Loan Note Documents, (ii ii) the satisfaction of all conditions contained herein or therein, and (ii iii) all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and date. (h) Company shall have provided Administrative Agent with documentation and cost estimates demonstrating that the proceeds of such Loan will be applied by Company to implement the Approved Plan of Development as provided by the second sentence of Section 2.5, as requested by Administrative Agent and in form satisfactory to Administrative Agent in its sole and absolute discretion.

Additional Conditions Precedent. No Lender has any ------------------------------- obligation The obligations of the Lenders to make any Loan (including its first), and LC Issuer has no obligation Loans are all subject to issue any Letter of Credit (including its first), unless the following further conditions precedent have been satisfied: that: (a) All no Default or Event of Default shall have occurred and be continuing as of the date of the making of such Loan or would exist immediately after giving effect thereto; (b) the representations and warranties made or deemed made by the Borrower and each other Obligor in the Loan Documents to which any Restricted Person in any Loan Document of them is a party, shall be true and correct in all material respects (and without regard to any qualifications limiting such representations to knowledge or belief) on and as of the date of such Loan or the date of issuance of such Letter of Credit as if such representations and warranties had been made as of the date making of such Loan or with the date of issuance same force and effect as if made on and as of such Letter of Credit date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder (provided that any representation or warranty was made that is qualified as of a specific date to “materiality”, “Material Adverse Effect” or updatedsimilar language shall be true and correct in all respects (taking into account such language)), modified or supplemented as of a subsequent date with the consent of Majority Lenders. (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of Credit. and (c) No Material Adverse Change the Agent shall have occurred to, and no event or circumstance received a timely Notice of Borrowing. Each Credit Event shall have occurred that could cause constitute a Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since certification by the Borrower to the effect set forth in the preceding sentence (both as of the date of the Initial Financial Statements. (d) Each Restricted Person shall have performed and complied with all agreements and conditions required in giving of notice relating to such Credit Event and, unless the Loan Documents to be performed or complied with by it on or Borrower otherwise notifies the Agent, prior to the date of such Loan or Credit Event, as of the date of issuance the occurrence of such Letter Credit Event). In addition, if such Credit Event is the making of Credit. (e) The a Loan, the Borrower shall be deemed to have represented to the Agent and the Lenders at the time such Loan is made that all applicable conditions to the making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Lawcontained in Article V have been satisfied. (f) Administrative Agent shall have received all documents and instruments which Administrative Agent has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person in this Agreement and the other Loan Documents, (ii the satisfaction of all conditions contained herein or therein, and (ii all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and date.

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Person in any Loan Document shall be true and correct in all material respects on and as of the date of such Loan or the date of issuance of such Letter of Credit as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit Credit, except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority LendersRequired Lenders and Administrative Agent, in which cases such representations and warranties shall have been true and correct in all material respects on and of such earlier date. (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of Credit. (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could reasonably be expected to cause a Material Adverse Change to, Plains MLP's or Borrower's ’s Consolidated financial condition or businesses since the date of the Initial Financial Statements. (d) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of Credit. (e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (f) Administrative Agent shall have received all documents and instruments which Administrative Agent has then reasonably requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person in this Agreement and the other Loan Documents, (ii ii) the satisfaction of all conditions contained herein or therein, and (ii iii) all other matters pertaining hereto and thereto. All such additional documents and instruments shall be reasonably satisfactory to Administrative Agent in form, substance and date.

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the following conditions precedent have been satisfied (and the delivery by the Borrower of a Borrowing Notice or the election by the Borrower to make a Conversion shall constitute a representation by the Borrower that these conditions have been satisfied:): (a) All representations and warranties made by any Restricted Person in any Loan Document shall be true on and as of the date of such Loan or the date of issuance of such Letter of Credit as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority Lenders. (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of Credit. (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could reasonably be expected to cause a Material Adverse Change to, Plains MLPGenesis Energy's, General Partner's or Borrower's Consolidated financial condition or businesses since the date of the Initial Financial Statements. (d) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of Credit. (e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (f) Each Restricted Person shall be Solvent. (g) Administrative Agent shall have received all documents and instruments which Administrative Agent has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person in this Agreement and the other Loan Documents, (ii ii) the satisfaction of all conditions contained herein or therein, and (ii iii) all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and date.

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to renew its Loan under the Existing Agreement or make any Loan Advance (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), ) unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Related Person in any Loan Document shall be true on and as of the date of such Loan renewal or Advance (except to the date extent that the facts upon which such representations are based have been changed by the extension of issuance of such Letter of Credit credit hereunder) as if such representations and warranties had been made as of the date of such Loan renewal or the date of issuance of such Letter of Credit except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority LendersAdvance. (b) No Default shall exist have occurred and be continuing at the date of such Loan renewal or the date of issuance of such Letter of CreditAdvance. (c) No Material Adverse Change material adverse change shall have occurred to, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or to Borrower's Consolidated financial condition or businesses businesses, or to the aggregate value of the Collateral, since the date of the Initial Financial Statementsthis Agreement. (d) Each Restricted Related Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan renewal or the date of issuance of such Letter of CreditAdvance. (e) The Neither the renewal of the Loans under the Existing Agreement nor the making of such Loan or the issuance of such Letter of Credit Advance shall not be prohibited by any Law law or any regulation or order of any court or governmental agency or authority and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Lawlaw, regulation or order. (f) Administrative Agent shall have received all documents and instruments which Administrative Agent has then requested, in addition to those described in Section 4.1 3.1 (including opinions of legal counsel for Restricted the Related Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person of the Related Persons in this Agreement and the other Loan Documents, (ii ii) the satisfaction of all conditions contained herein or therein, and (ii iii) all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and date. (g) Borrower shall have paid the fees provided for in the letter agreement of even date herewith between Agent and Borrower.

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to make any Loan (including its first), ) and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Person in any Loan Document (including, without limitation, the representations in Sections 5.6 regarding no Material Adverse Change and in Section 5.9 regarding Litigation) shall be true on and as of the date of such Loan or the date of issuance of such Letter of Credit (except to the extent that the facts upon which such representations are based have been changed by the extension of credit hereunder) as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit (except such representations and warranties that expressly refer to the extent that such representation or warranty was made an earlier date, which shall have been true as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority Lenderssuch earlier date). (b) No Default or Borrowing Base Deficiency shall exist at the date of such Loan or the date of issuance of such Letter of Credit. (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since the date of the Initial Financial Statementsthis Agreement. (d) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of Credit. (e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (fa) When applicable, the Administrative Agent shall have received all documents and instruments which Administrative Agent has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives a certification signed by an authorized officer of Borrower setting forth the Consolidated Cash Balance (without regarding to the requested Loan or Letter of Credit) and other Personsthe pro forma Consolidated Cash Balance (giving effect to the requested Loan or Letter of Credit), as . (b) At the time of and immediately after giving effect to the requested Loan or Letter of Credit (i) the accuracy Credit Parties shall not have any Excess Cash and validity (ii) as of the end of the Business Day on which such Loan will be funded or such Letter of Credit will be issued, in each case, the Credit Parties shall not have any Excess Cash. Each Borrowing Notice and LC Application shall constitute a representation of compliance with all representations, warranties and covenants made by any Restricted Person in this Agreement and the other Loan Documents, (ii the satisfaction of all conditions contained herein or therein, and (ii all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and dateSection 4.2(g).

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Person in any Loan Document shall be true on and as of the date of such Loan or the date of issuance of such Letter of Credit as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority Lenders. (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of Credit. (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since the date of the Initial Financial Statements. (d) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of Credit. (e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (f) Administrative Agent shall have received all documents and instruments which Administrative Agent has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person in this Agreement and the other Loan Documents, (ii the satisfaction of all conditions contained herein or therein, and (ii all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and date.

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Person in any Loan Document shall be true on and as of the date of such Loan or the date of issuance of such Letter of Credit as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority Lenders. (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of Credit. (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since the date of the Initial Financial Statements. (d) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of Credit. (e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (f) Administrative Agent shall have received all documents and instruments which Administrative Agent has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person in this Agreement and the other Loan Documents, (ii the satisfaction of all conditions contained herein or therein, and (ii all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and date.

Additional Conditions Precedent. No Lender Holder has any ------------------------------- obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), ) unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Person in any Loan Note Document shall be true in all respects on and as of the date of such Loan or the date of issuance of such Letter of Credit as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit Loan, except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority LendersRequired Holders and Administrative Agent. (b) All representations and warranties made by any party to the Acquisition Documents shall be true in all respects as of the Closing Date. (c) No Default shall exist at the date of such Loan or the date of issuance of such Letter of CreditLoan. (cd) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could reasonably be expected to cause a Material Adverse Change to, Plains MLP's or BorrowerCompany's Consolidated financial condition or businesses since the date of the Initial Financial StatementsClosing Date. (de) Each Restricted Person Credit Party shall have performed and complied with all agreements and conditions required in the Loan Note Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of CreditLoan. (ef) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer Holder to any penalty or other onerous condition under or pursuant to any such Law. (fg) Administrative Agent shall have received all documents and instruments which Administrative Agent has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons the Credit Parties and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower Company and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person Credit Party in this Agreement and the other Loan Note Documents, (ii ii) the satisfaction of all conditions contained herein or therein, and (ii iii) all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and date.

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Person in any Loan Document shall be true on and as of the date of such Loan or the date of issuance of such Letter of Credit as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority Lenders. (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of Credit. (c) Each Financial Condition shall be true on the date of such Loan or the date of issuance of such Letter of Credit. (d) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since the date of the Initial Financial Statements. (de) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of Credit. (ef) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (fg) Administrative Agent shall have received all documents and instruments which Administrative Agent has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person in this Agreement and the other Loan Documents, (ii ii) the satisfaction of all conditions contained herein or therein, and (ii ii) all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and date.

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), ) unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Related Person in any Loan Document shall be true on and as of the date of such Loan or (except to the date extent that the facts upon which such representations are based have been changed by the extension of issuance of such Letter of Credit credit hereunder) as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority LendersLoan. (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of CreditLoan. (c) No Material Adverse Change material adverse change shall have occurred to, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or in Borrower's Consolidated financial condition or businesses since the date results of the Initial Financial Statementsoperations. (d) Each Restricted Related Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of CreditLoan. (e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law law or any regulation or order of any court or governmental agency or authority and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Lawlaw, regulation or order. (f) Administrative Agent shall have received all documents and instruments which Administrative Agent has then requested, in addition to those described in Section 4.1 3.1 (including opinions of legal counsel for Restricted the Related Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to to (ig) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person of the Related Persons in this Agreement and the other Loan Documents, , (ii h) the satisfaction of all conditions contained herein or therein, and (ii all other matters pertaining hereto and theretothereto and (i) the making of such Loan or the issuance of such Letter of Credit shall not cause the Total Debt to Cash Earnings Ratio to exceed Maximum Total Debt to Cash Earnings Ratio (calculated using Total Debt as of the date of such Loan or the issuance of such Letter of Credit, and including the amount of such Loan or Letter of Credit, and using Cash Earnings as of the end of the most recent Fiscal Quarter). All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and date.

Additional Conditions Precedent. No Lender has any ------------------------------- shall have no obligation to fund the Initial Draw or to make any subsequent Advance under the Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Obligated Person in any Loan Document shall be true on and as of the date of such Loan or the date of issuance of such Letter of Credit Advance as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority Lendershereof. (b) No Default shall exist at as of the date of such Loan or the date of issuance of such Letter of CreditAdvance. (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since the date of the Initial Financial Statements. (d) Each Restricted Obligated Person shall have performed and complied with all agreements and conditions herein required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of CreditAdvance. (ed) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law law or any regulation or order of any court or governmental agency or authority and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Lawlaw, regulation or order. (fe) Administrative Agent Lender shall have received all documents and instruments which Administrative Agent Lender has then Sectionbly requested, in addition to those described in Section 4.1 (including without limitation opinions of legal counsel for Restricted Persons and Administrative AgentBorrower; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Personspersons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person of the Obligated Persons in this Agreement and the other Loan Documents, (ii ii) the satisfaction of all conditions contained herein or therein, and (ii iii) all other matters pertaining hereto and thereto. All such additional documents and instruments shall be reasonably satisfactory to Administrative Agent Lender in form, substance and date. (f) All legal matters relating to the Loan Documents and the consummation of the transactions contemplated thereby shall be reasonably satisfactory to Lender and its counsel.

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to make any Committed Loan (including its first), ) and LC Issuer Issuing Bank has no obligation to issue any Letter of Credit LC (including its first, whether or not otherwise agreed to by Issuing Bank), unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Related Person in any Loan Document shall be true on and as of the date of such Committed Loan or the date of issuance of such Letter LC (except to the extent that the facts upon which such representations and warranties are based have been changed by the extension of Credit credit hereunder) as if such representations and warranties had been made as of the date of such Committed Loan or the date of issuance of such Letter of Credit except to LC; provided, however, that Borrower's only representations and warranties regarding any financial projections delivered by Borrower shall be that at the extent time such projections were made, Borrower made such projections in good faith, using assumptions that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with Borrower believed were reasonable at the consent of Majority Lenderstime made. (b) No Default shall exist at the date of such Committed Loan or the date of issuance of such Letter of CreditLC. (c) No Material Adverse Change material adverse change shall have occurred to, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or to Borrower's Consolidated financial condition or businesses since the date of the Initial Financial Statementsthis Agreement. (d) Each Restricted Related Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Committed Loan or the date of issuance of such Letter of CreditLC. (e) The making of such Committed Loan or the issuance of such Letter of Credit LC shall not be prohibited by any Law law or any regulation or order of any court or governmental agency or authority and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Lawlaw, regulation or order. (f) Administrative Agent shall have received all documents and instruments which Administrative Agent has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted the Related Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person of the Related Persons in this Agreement and the other Loan Documents, (ii the satisfaction of all conditions contained herein or therein, and (ii all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and date.

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to make any its Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Related Person in any Loan Document shall be true on and as of the date of such Loan or the date of issuance of such Letter of Credit Loan, as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority LendersLoan. (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of CreditLoan. (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since Since the date of the Initial Financial Statements, no Material Adverse Change shall have occurred. (d) Each Restricted Related Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of CreditLoan. (e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (f) Administrative Agent shall have received all documents and instruments which Administrative Agent has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted the Related Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person of the Related Persons in this Agreement and the other Loan Documents, (ii ii) the satisfaction of all conditions contained herein or therein, and (ii iii) all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and date. (f) Borrower shall, prior to the making of the first Loan (or using the proceeds thereof), have deposited $40,000 with Thom▇▇▇▇ & Knight, P.C., counsel for Agent and Collateral Agent, to be held by such counsel and applied toward payment of the costs and expenses described in Section 10.4(a). If such deposit exceeds the amount of such costs and

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Person in any Loan Document shall be true on and as of the date of such Loan or the date of issuance of such Letter of Credit Credit(except to the extent that the facts upon which such representations are based have been changed by the extension of credit hereunder) as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority LendersCredit. (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of Credit. (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since the date of the Initial Financial Statementsthis Agreement. (d) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of Credit. (e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (f) Administrative Agent shall have received all documents and instruments which Administrative Agent has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons Persons, and Administrative AgentLender; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person in this Agreement and the other Loan Documents, (ii the satisfaction of all conditions contained herein or therein, and (ii all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and date.,

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Person in any Loan Document shall be true on and as of the date of such Loan or the date of issuance of such Letter of Credit (except to the extent that the facts upon which such representations are based have been changed by the extension of credit hereunder) as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority LendersCredit. (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of Credit. (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since the date of the audited annual Initial Financial Statements. (d) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of Credit. (e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (f) Administrative Agent shall have received all documents and instruments which Administrative Agent has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person in this Agreement and the other Loan Documents, (ii the satisfaction of all conditions contained herein or therein, and (ii all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and date. (g) Borrower shall, prior to the making of the first Loan (or using the proceeds thereof), have deposited $27,500 with ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., counsel for Agent, to be held by such counsel and applied toward payment of costs and expenses for recordation of the Security Documents and payment of mortgage taxes, as provided pursuant to Section 10.4(a). If such deposit exceeds the amount of such costs and expenses, the excess shall be returned to Borrower. If such deposit is less than such costs and expenses, the deficit shall be paid by Borrower pursuant to Section 10.4(a).

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Person in any Loan Document shall be true on and as of the date of such Loan or the date of issuance of such Letter of Credit (except to the extent that the facts upon which such representations are based have been changed by the extension of credit hereunder) as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority LendersCredit. (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of Credit. (c) After giving effect to all Loans and Letters of Credit requested to be issued on such day (i) the Facility Usage does not exceed the Borrowing Base in effect on such day and (ii) the Facility Usage does not exceed the Senior Debt Limit in effect on such day. (d) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLPto Parent's Consolidated financial condition or businesses or Borrower's Consolidated financial condition or businesses since the date of the Initial Financial Statementsthis Agreement. (de) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of Credit. (ef) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (fg) Administrative Agent shall have received all documents and instruments which Administrative Agent has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (iiii) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person in this Agreement and the other Loan Documents, (ii iv) the satisfaction of all conditions contained herein or therein, and (ii v) all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and date.

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), ) unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Person in any Loan Document shall be true in all respects on and as of the date of such Loan or the date of issuance of such Letter of Credit as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit (except to the extent that such representation or warranty was made as of a specific date date, in which case such representation or updated, modified or supplemented warranty shall be true in all respects as of a subsequent date with the consent of Majority Lenderssuch specific date). (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of CreditLoan. (c) No Material Adverse Change shall have occurred tooccurred, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since the date of the Initial Financial StatementsChange. (d) Each Restricted Person Credit Party shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of CreditLoan. (e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (f) Administrative Agent shall have received all documents and instruments which that Administrative Agent has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons the Credit Parties and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower Company and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person Credit Party in this Agreement and the other Loan Documents, (ii ii) the satisfaction of all conditions contained herein or therein, and (ii iii) all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and date.

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Person Borrower in any Loan Document shall be true on and as of the date of such Loan or the date of issuance of such Letter of Credit (except to the extent that the facts upon which such representations are based have been changed by the extension of credit hereunder) as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority LendersCredit. (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of Credit. (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since the date of the Initial Financial Statementsthis Agreement. (d) Each Restricted Person Borrower shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of Credit. (e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (f) Administrative Agent shall have received all documents and instruments which Administrative Agent has then reasonably requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons Borrower and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) i0 the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person Borrower in this Agreement and the other Loan Documents, (ii ii0 the satisfaction of all conditions contained herein or therein, and (ii iii0 all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and date.

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including distribute its first), Subsequent Loans to Company unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Person the Company in any Loan Document shall be true on and as of the date of the Loan (except to the extent that the facts upon which such Loan or representations are based have been changed by the date extension of issuance of such Letter of Credit credit hereunder) as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority LendersLoan. (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of CreditLoan. (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since the date of the Initial Financial Statements. (d) Each Restricted Person The Company shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of CreditLoan. (e) The making of such the Loan or the issuance of such Letter of Credit shall not be prohibited by any Law law and shall not subject any the Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Lawlaw. (f) Administrative Agent Lender shall have received all documents and instruments which Administrative Agent that Lender has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower the Company; and all reports, records, certificates and other Personsdocuments requested in relation to any Security Document delivered pursuant hereto), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person the Company in this Agreement and the other Loan Documents, (ii the satisfaction of all conditions contained herein or therein, and (ii all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent Lender in form, substance and date.

Additional Conditions Precedent. No The Lender has any ------------------------------- no obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), ) unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Person in any Loan Document shall be true and correct in all respects on and as of the date of such Loan or the date of issuance of such Letter of Credit as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit Loan, except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority Lendersthe Lender, in which cases such representations and warranties shall have been true and correct in all respects on and of such earlier date. (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of CreditLoan. (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could reasonably be expected to cause a Material Adverse Change to, Plains MLP's or Borrower's Borrowers’ Consolidated financial condition or businesses or prospects since the date of the Initial Financial Statements. (d) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of CreditLoan. (e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any the Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (f) Administrative Agent The Lender shall have received all documents and instruments which Administrative Agent the Lender has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons the Borrowers and Administrative Agentthe Lender; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower the Borrowers and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person in this Agreement and the other Loan Documents, (ii ii) the satisfaction of all conditions contained herein or therein, and (ii iii) all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent the Lender in form, substance and date.

Additional Conditions Precedent. No Lender Bank has any obligation ------------------------------- obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Related Person in any Loan Document shall be true on and as of the date of such Loan or (except to the date extent that the facts upon which such representations are based have been changed by the extension of issuance of such Letter of Credit credit hereunder) as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority LendersLoan. (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of CreditLoan. (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since the date of the Initial Financial Statementsthis Agreement. (d) Each Restricted Related Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of CreditLoan. (e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer Bank to any penalty or other onerous condition under or pursuant to any such Law. (f) Administrative Agent shall have received all documents and instruments which Administrative Agent has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Related Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Related Person in this Agreement and the other Loan Documents, (ii ii) the satisfaction of all conditions contained herein or therein, and (ii iii) all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and date. (g) Borrower shall, prior to the making of the first Loan (or using the proceeds thereof), have deposited $ 7,000 with ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C., counsel for Agent, to be held by such counsel and applied toward payment of costs and expenses for recordation of the Security Documents, as provided pursuant to Section 9.4(a). If such deposit exceeds the amount of such costs and expenses, the excess shall be returned to Borrower. If such deposit is less than such costs and expenses, the deficit shall be paid by Borrower pursuant to Section 9.4(a).

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Person in any Loan Document shall be true on and as of the date of such Loan or the date of issuance of such Letter of Credit (except to the extent that the facts upon which such representations are based have been changed by the extension of credit hereunder) as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority LendersCredit. (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of Credit. (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since the date of the Initial Financial Statementsmost recent financial statements of Borrower delivered pursuant to Section 6.2(a). (d) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of Credit. (e) The making of such Loan or the issuance of such Letter Letterc of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (f) Administrative Agent shall have received all documents and instruments which Administrative Agent has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person in this Agreement and the other Loan Documents, (ii ii) the satisfaction of all conditions contained herein or therein, and (ii iii) all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and date.

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Person in any Loan Document shall be true on and as of the date of such Loan or (except to the date extent that the facts upon which such representations are based have been changed by the extension of issuance of such Letter of Credit credit hereunder) as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority LendersLoan. (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of CreditLoan. (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since the date of the Initial Financial Statementsthis Agreement. (d) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of CreditLoan. (e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (f) Administrative Agent shall have received all documents and instruments which Administrative Agent has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person in this Agreement and the other Loan Documents, (ii ii) the satisfaction of all conditions contained herein or therein, and (ii iii) all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and date. (g) Lenders shall have determined that the Initial Financial Statements do not show any adverse change from the preliminary financial statements prepared by Borrower and heretofore furnished to Lenders for Borrower's Fiscal Year ended October 31, 1996. (h) Payment of all commitment, facility, agency and other fees required to be paid to any Bank Party pursuant to any Loan Documents or any commitment agreement heretofore entered into. (i) Agent shall have received and reviewed, in its sole and absolute discretion, a field examination of Borrower.

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to make any Loan (including its firston the Closing Date), and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Person in any Loan Document shall be true and correct in all material respects (except where qualified by materiality, in which case, true and correct in all respects) on and as of the date of such Loan or the date of issuance of such Letter of Credit as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit Credit, except to the extent that such representation or warranty was made as of a specific date date, in which case such representation or updatedwarranty shall be true and correct in all material respects (except where qualified by materiality, modified or supplemented in which case, true and correct in all respects) as of a subsequent such specific date with and except that for purposes of this Section 4.2, the consent representations and warranties contained in subsection (a) of Majority LendersSection 5.6 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.2. (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of CreditCredit (or would result after giving effect thereto). (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since the date of the Initial Financial Statements. (d) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of Credit. (e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (fd) At the time of and immediately after giving effect to any Borrowing of Loans (and any application of the proceeds thereof on the date of the requested Borrowing), the Facility Usage will not be in excess of the Availability. 69 (e) Administrative Agent shall have received all documents and instruments which that Administrative Agent has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person in this Agreement and the other Loan Documents, (ii ii) the satisfaction of all conditions contained herein or therein, and (ii iii) all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and date.

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Person in any Loan Document shall be true on and as of the date of such Loan or the date of issuance of such Letter of Credit as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority Lenders. (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of Credit. (c) (i) No Material Adverse Change shall have occurred tooccurred, and (ii) no event or circumstance shall have occurred that could would reasonably be expected to cause a Material Adverse Change toChange, Plains MLP's (iii) no material adverse change shall have occurred in the consolidated financial condition, business, operations, assets or Borrower's Consolidated financial condition or businesses since the date prospects of the Initial Financial StatementsMaster Partnership and (iv) no event or circumstance shall have occurred that would reasonably be expected to cause a material adverse change in the consolidated financial condition, business, operations, assets or prospects of the Master Partnership, other than, in the case of clauses (iii) and (iv), changes resulting solely from general, regional, industry-wide, or economy-wide developments. (d) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of Credit. (e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (f) Administrative Agent shall have received all documents and instruments which Administrative Agent has then reasonably requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person in this Agreement and the other Loan Documents, (ii ii) the satisfaction of all conditions contained herein or therein, and (ii iii) all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and date.

Additional Conditions Precedent. No Lender has shall have any ------------------------------- obligation to make its Proportionate Share of the initial Advance or any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), subsequent Advance hereunder unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Person Borrower in any Loan Document shall be true on and as of the date of such Loan or the date of issuance of such Letter of Credit Advance as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority Lendershereof. (b) No Default shall exist at as of the date of such Loan or the date of issuance of such Letter of CreditAdvance. (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since the date of the Initial Financial Statements. (d) Each Restricted Person Borrower shall have performed and complied with all agreements and conditions herein required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of CreditAdvance. (ed) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law law or any regulation or order of any court or governmental agency or authority and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Lawlaw, regulation or order. (fe) Administrative Agent Lenders shall have received all documents and instruments which Administrative Agent any Lender has then reasonably requested, in addition to those described in Section 4.1 above (including without limitation opinions of legal counsel for Restricted Persons and Administrative AgentBorrower; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Personspersons), as to , (i1) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person Borrower in this Agreement and the other Loan Documents, (ii 2) the satisfaction of all conditions contained herein or therein, and (ii 3) all other matters pertaining hereto and thereto. All such additional documents and instruments shall be reasonably satisfactory to Administrative Agent Lenders in form, substance and date. (f) All legal matters relating to the Loan Documents and the consummation of the transactions contemplated thereby shall be reasonably satisfactory to Lenders and their counsel.

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to make any Revolving Loan (including its first)) or to continue any Revolving Loan as a Term Loan (including its first) or to participate in any Letter of Credit, and LC Issuer Issuing Bank has no obligation to issue any Letter of Credit (including its the first), ) unless the following conditions precedent have been satisfied: (a) All In the case of all Loans and Letters of Credit, all representations and warranties made by any Restricted Related Person in any Loan Document shall be true on and as of the date of such Loan or the date of issuance of such Letter of Credit and after giving effect thereto as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit except to the extent that Credit, unless any such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority Lendersexpressly limited to earlier date. (b) No In the case of all Loans and Letters of Credit, no Default shall exist at the date of such Loan or the date of issuance of such Letter of CreditCredit or result therefrom. (c) No Material Adverse Change In the case of all Loans and Letters of Credit, no act, event or condition shall have occurred to, and no event or circumstance shall have occurred that could cause which has resulted in a Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since the date of the Initial Financial StatementsEffect. (d) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of Credit. (e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law law or any regulation or order of any court or governmental agency or authority and shall not subject any Lender or any LC Issuer Issuing Bank to any penalty or other onerous condition under or pursuant to any such Lawlaw, regulation or order. (e) No suit, action, investigation, inquiry or other proceeding (including, without limitation, the enactment or promulgation of a statute or rule) by or before any arbitrator or any Governmental Authority shall be pending and no preliminary or permanent injunction or order by a state or federal court shall have been entered in connection with any Loan Document, or any of the transactions contemplated hereby or thereby, which, in the judgment of Administrative Agent, would have a Material Adverse Effect. (f) The Administrative Agent shall have received all documents and instruments which Administrative Agent has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy with respect to each Revolving Loan, a Request for Advance duly completed, executed and validity of or compliance with all representations, warranties and covenants made delivered by any Restricted Person in this Agreement and the other Loan Documents, (ii the satisfaction of all conditions contained herein or thereinBorrower as required by Section 2.4, and (ii all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory ii) with respect to Administrative Agent in formLetters of Credit, substance and datea written application as required by Section 3.2.

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the following conditions precedent have been satisfied:satisfied (and the delivery by the Borrower of a Borrowing Notice or the Election by the Borrower to make a Conversion shall constitute a representation by the Borrower that these conditions have been met): (a) All representations and warranties made by any Restricted Person in any Loan Document shall be true on and as of the date of such Loan or the date of issuance of such Letter of Credit as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority Lenders. (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of Credit. (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could reasonably be expected to cause a Material Adverse Change to, Plains MLPGenesis Energy, L.P.'s or Borrower's Consolidated financial condition or businesses since the date of the Initial Financial Statements. (d) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of Credit. (e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (f) Each Restricted Person shall be Solvent. (g) Administrative Agent shall have received all documents and instruments which Administrative Agent has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person in this Agreement and the other Loan Documents, (ii ii) the satisfaction of all conditions contained herein or therein, and (ii iii) all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and date.

Additional Conditions Precedent. No Lender has any ------------------------------- obligation The obligations of the Banks to make any Revolving Credit Loan shall be subject to the further conditions precedent (including its first)which shall be in addition to, and LC Issuer has no obligation shall not be deemed to issue limit or modify, any Letter of the other terms and conditions hereunder) that on the date of such Revolving Credit (including its first), unless Loan the following conditions precedent Banks shall have been satisfiedreceived the following: (a) All a certificate executed by the Chief Financial Officer or the Chief Executive Officer of the Borrower dated as of such date, stating that (i) the representations and warranties made by any Restricted Person contained in any Loan Document Article 6 hereof, which for purposes of this Section, shall be deemed to relate to the Borrower and to each Guarantor as if each Person were the subject of each such representation and warranty, are true and correct in all material respects on and as of the date of such Revolving Credit Loan or the date of issuance as though made on and as of such Letter of Credit as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit (except to the extent that when such representation or warranty was made as by its terms relates to the date hereof or another specific date; (ii) no Default or Event of a specific Default has occurred and is continuing or would result from any such Revolving Credit Loan; (iii) since the date of the most recent Borrowing Base Certificate there has been no material adverse change in the Borrowing Base; and (iv) since the date of the most recent financial statements delivered hereunder there has been no material adverse change in the business, properties, prospects, financial or updatedother condition of the Borrower or any Guarantor; and (v) the proceeds of such Revolving Credit Loan shall be used in accordance with all applicable provisions of this Agreement, modified or supplemented as including, without limitation, the provisions of a subsequent date with the consent of Majority LendersSection 8.7 hereof. (b) No Default shall exist at a certificate executed by the date Chief Financial Officer or the Chief Executive Officer of the Borrower, dated as of such Loan date, in form and substance satisfactory to the Banks stating that after giving effect to the proposed borrowing, Aggregate Outstandings, will not exceed the lesser of (i) the total Commitments or (ii) the date of issuance of such Letter of Credit.Borrowing Base then in effect; and (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or copy of the Borrower's Consolidated financial condition or businesses since the date of the Initial Financial Statements. (d) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of Credit. (e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or most recent Borrowing Base Certificate delivered pursuant to any such LawSection 7.8 hereof. (f) Administrative Agent shall have received all documents and instruments which Administrative Agent has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person in this Agreement and the other Loan Documents, (ii the satisfaction of all conditions contained herein or therein, and (ii all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and date.

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Person in any Loan Document shall be true on and as of the date of such Loan or the date of issuance of such Letter of Credit (except to the extent that the facts upon which such representations are based have been changed by the extension of credit hereunder) as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority LendersCredit. (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of Credit; provided, that no Revolving Credit Lender has any obligation to make any Revolving Credit Loan if a Default shall have occurred and shall have been waived by Majority Lenders unless Revolving Credit Lenders whose aggregate Revolving Credit Percentage Shares equal or exceed sixty-six and two-thirds percent (66 2/3%) shall have waived such Default. (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since the date of the Initial Financial Statementsthis Agreement. (d) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of Credit. (e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (f) Administrative Agent shall have received all documents and instruments which Administrative Agent has then reasonably requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person in this Agreement and the other Loan Documents, (ii ii) the satisfaction of all conditions contained herein or therein, and (ii iii) all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and date. (g) Borrower shall, prior to the making of the first Loan (or using the proceeds thereof), have deposited $6,000 with Thom▇▇▇▇ & Knight, P.C., counsel for Agent, to be held by such counsel and applied toward payment of costs and expenses for recordation of the Security Documents, as provided pursuant to Section 10.4(a). If such deposit exceeds the amount of such costs and expenses, the excess shall be returned to Borrower (or applied toward such counsel's legal fees). If such deposit is less than such costs and expenses, the deficit shall be paid by Borrower pursuant to Section 10.4(a).

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Person in any Loan Document shall be true on and as of the date of such Loan or the date of issuance of such Letter of Credit (except to the extent that the facts upon which such representations are based have been changed by the extension of credit hereunder) as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority LendersCredit. (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of Credit; provided, that no Revolving Credit Lender has any obligation to make any Revolving Credit Loan if a Default shall have occurred and shall have been waived by Majority Lenders unless Revolving Credit Lenders whose aggregate Revolving Credit Percentage Shares equal or exceed sixty-six and two-thirds percent (662/3%) shall have waived such Default. (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since the date of the Initial Financial Statementsthis Agreement. (d) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of Credit. (e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (f) Administrative Agent shall have received all documents and instruments which Administrative Agent has then reasonably requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person in this Agreement and the other Loan Documents, (ii ii) the satisfaction of all conditions contained herein or therein, and (ii iii) all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and date. (g) Borrower shall, prior to the making of the first Loan (or using the proceeds thereof), have deposited $5,000 with Thom▇▇▇▇ & Knight, P.C., counsel for Agent, to be held by such counsel and applied toward payment of costs and expenses for recordation of the Security Documents, as provided pursuant to Section 10.4(a). If such deposit exceeds the amount of such costs and expenses, the excess shall be returned to Borrower (or applied toward such counsel's legal fees). If such deposit is less than such costs and expenses, the deficit shall be paid by Borrower pursuant to Section 10.4(a).

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to make any Loan (including its first), and LC Issuer has no obligation to ) or issue any Letter of Credit (including its first)Credit, unless the following conditions precedent have been satisfiedsatisfied on the date of such Loan or the date of issuance of such Letter of Credit: (a) All representations and warranties made by any Restricted Person in any Loan Document shall be true on and as of the date of such Loan or the date of issuance of such Letter of Credit (except to the extent that the facts upon which such representations are based have been changed by the extension of credit hereunder or to the extent that such representations and warranties are expressly limited to an earlier date) as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority LendersCredit. (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of Credit. (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could reasonably be expected to cause a Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since the date of the Initial Financial Statementsthis Agreement. (d) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of Credit. (e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (f) Administrative Agent shall have received all documents and instruments which Administrative Agent has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person in this Agreement and the other Loan Documents, (ii ii) the satisfaction of all conditions contained herein or therein, and (ii iii) all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and date.

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to make any Loan (including its first), and LC Issuer has no obligation to issue ) as part of any Letter of Credit (including its first), Borrowing unless the following conditions precedent have been satisfied: (a) Administrative Agent shall have received all appropriate evidence required by Administrative Agent and Lenders in their sole discretion necessary to determine that the WF Facility has been fully funded and is in full force and effect on the date of such Borrowing. (b) All representations and warranties made by any Restricted Person in any Loan Document shall be true and correct in all material respects on and as of the date of such Loan or the date of issuance of such Letter of Credit as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit Borrowing, except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority LendersRequired Lenders and Administrative Agent, in which cases such representations and warranties shall have been true and correct in all material respects on and of such earlier date. (bc) No Default shall exist at the date of such Loan or the date of issuance of such Letter of CreditBorrowing. (cd) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could reasonably be expected to cause a Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since the date of the Initial Financial Statements. (de) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of CreditBorrowing. (ef) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (fg) Administrative Agent shall have received all documents and instruments which Administrative Agent has then reasonably requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person in this Agreement and the other Loan Documents, (ii ii) the satisfaction of all conditions contained herein or therein, and (ii iii) all other matters pertaining hereto and thereto. All such additional documents and instruments shall be reasonably satisfactory to Administrative Agent in form, substance and date.

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to make any Loan Advance (including its first), and LC Issuer Issuing Bank has no obligation to issue any Letter of Credit (including its the first), ) unless the following conditions precedent have been satisfied: (a) All In the case of all Advances, all representations and warranties made by any Restricted Related Person in any Loan Document shall be true on and as of the date of such Loan Advance or the date of issuance of such Letter of Credit and after giving effect thereto as if such representations and warranties had been made as of the date of such Loan Advance or the date of issuance of such Letter of Credit, unless any such representation or warranty was expressly limited to earlier date. (b) In the case of all Advances, no Default shall exist at the date of such Advance or the date of issuance of such Letter of Credit except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority Lenders. (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of Creditresult therefrom. (c) No Material Adverse Change In the case of all Advances, no act, event or condition shall have occurred to, and no event or circumstance shall have occurred that could cause which has resulted in a Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since the date of the Initial Financial StatementsEffect. (d) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of Credit. (e) The making of such Loan Advance or the issuance of such Letter of Credit shall not be prohibited by any Law law or any regulation or order of any court or governmental agency or authority and shall not subject any Lender or any LC Issuer Issuing Bank to any penalty or other onerous condition under or pursuant to any such Lawlaw, regulation or order. (e) No suit, action, investigation, inquiry or other proceeding (including, without limitation, the enactment or promulgation of a statute or rule) by or before any arbitrator or any Governmental Authority shall be pending and no preliminary or permanent injunction or order by a state or federal court shall have been entered in connection with any Loan Document, or any of the transactions contemplated hereby or thereby, which, in the judgment of Administrative Agent, would have a Material Adverse Effect. (f) The Administrative Agent shall have received all documents and instruments which Administrative Agent has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy with respect to Loans, a Request for Advance duly completed, executed and validity of or compliance with all representations, warranties and covenants made delivered by any Restricted Person in this Agreement and the other Loan Documents, (ii the satisfaction of all conditions contained herein or thereinBorrower as required by Section 2.4, and (ii all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory ii) with respect to Administrative Agent in formLetters of Credit, substance and datea written application as required by Section 3.2.

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to make any Loan Advance (including its first), ) and LC Issuer Agent has no obligation to issue any Letter of Credit (including its first), whether or not otherwise agreed to by Agent) unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Related Person in any Loan Document shall be true on and as of the date of such Loan Advance or the date of issuance of such Letter of Credit (except to the extent that the facts upon which such representations are based have been changed by the transactions herein contemplated) as if such representations and warranties had been made as of the date of such Loan Advance or the date of issuance of such Letter of Credit except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority LendersCredit. (b) No Default shall exist at the date of such Loan Advance or the date of issuance of such Letter of Credit. (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since the date of the Initial Financial Statements. (d) Each Restricted Related Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan Advance or the date of issuance of such Letter of Credit. (ed) The making of such Loan Advance or the issuance of such Letter of Credit shall not be prohibited by any Law law or any regulation or order of any court or governmental agency or authority and shall not subject Agent or any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Lawlaw, regulation or order. (fe) Administrative Agent shall have received all documents and instruments which Administrative Agent has then reasonably requested, in addition to those described in Section 4.1 3.1 (including opinions of legal counsel for Restricted the Related Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower the Related Persons and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person of the Related Persons in this Agreement and the other Loan Documents, (ii ii) the satisfaction of all conditions contained herein or therein, and (ii iii) all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and date. (f) All legal matters relating to the Loan Documents and the consummation of the transactions contemplated thereby shall be satisfactory to ▇▇▇▇▇▇▇▇ & Knight, a Professional Corporation, counsel to Agent.

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to make any Loan (including its first), and LC Issuer has Royal Gold shall have no obligation to issue disburse any Letter of Credit Tranche (including its firstthe First Tranche), unless the following conditions precedent have been satisfied: (a) All representations representations, warranties and warranties covenants made by any Restricted Person Responsible Party in this Agreement and any Loan other Funding Document shall be true and accurate on and as of the date of such Loan or the date of issuance disbursement of such Letter of Credit Tranche as if such representations representations, warranties and warranties covenants had been made as of the date of such Loan or the date of issuance disbursement of such Letter of Credit Tranche, except to the extent that such representation representation, warranty or warranty covenant was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority LendersRoyal Gold. (b) No Default shall exist at the date of such Loan or the date of issuance disbursement of such Letter of CreditTranche. (c) No Material Adverse Change shall have occurred toEffect, and no nor any event or circumstance shall have occurred that could cause have a Material Adverse Change toEffect, Plains MLP's or Borrower's Consolidated financial condition or businesses since the date of the Initial Financial Statementsshall have occurred. (d) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date The disbursement of such Loan or the date of issuance of such Letter of Credit. (e) The making of such Loan or the issuance of such Letter of Credit Tranche shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer Royal Gold to any penalty or other onerous condition under or pursuant to any such Law. (e) A “Compliance Certificate” of a Responsible Officer of Somita, of even date with each disbursement of a Tranche, in which such officers certify to the satisfaction of the conditions set out in subsections (a), (b), (c) and (d) of this Section 3.3. (f) Administrative Agent All requirements of Somita in Section 2.2 shall have been met. (g) Royal Gold shall have received all documents and instruments which Administrative Agent that it has then reasonably requested, in addition to those described in Section 4.1 3.1 in connection with the First Tranche and Section 3.2 in connection with the Second Tranche (including opinions of legal counsel for Restricted Persons and Administrative Agentthe Responsible Parties; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Personsthe Responsible Parties), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person Responsible Officers in this Agreement and the other Loan Funding Documents, (ii ii) the satisfaction of all conditions contained herein or therein, and (ii iii) all other matters pertaining hereto and thereto. All such additional documents and instruments shall be reasonably satisfactory to Administrative Agent Royal Gold in form, substance and date. For further certainty, disbursements of Tranches after disbursement of the First Tranche and the Second Tranche shall only be subject to the conditions set forth in this Section 3.3.

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its the first), ) unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Person in any Loan Document shall be true in all respects on and as of the date of such Loan or the date of issuance of such Letter of Credit (except to the extent that the facts upon which such representations are based have been changed by the extension of credit hereunder) as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit Credit, except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority LendersLenders and Administrative Agent. (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of Credit. (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could reasonably be expected to cause a Material Adverse Change to, Plains MLP's Borrowers’ or Borrower's Consolidated RAAM’s financial condition or businesses since the date of the Initial Financial Statements. (d) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of Credit. (e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (f) Administrative Agent shall have received all documents and instruments which Administrative Agent has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons Persons, and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person in this Agreement and the other Loan Documents, (ii ii) the satisfaction of all conditions contained herein or therein, and (ii iii) all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and date.

Additional Conditions Precedent. No Lender has any At the time of (and ------------------------------- obligation to make any after giving effect to) the making of each Loan (including its first)under this Agreement, and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the following conditions precedent shall have been satisfiedsatisfied or shall exist: (a) All there shall then exist no Default or Event of Default; (b) all representations and warranties by Borrower contained herein or in the other Credit Documents (other than those representations and warranties which are, by their express terms, expressly limited to the date made by any Restricted Person in any Loan Document or given) shall be true and correct in all material respects with the same effect as those such representations and warranties had been made on and as of the date of such Loan or Loan; (c) since the date of issuance the most recent financial statements described in Section 4.02 below or received by Bank pursuant to Section 5.01 below, there shall have been no change which has had or could reasonably be expected to have a material adverse effect on the business, properties, assets or financial condition of Borrower and its Subsidiaries taken as a whole; (d) there shall be no action or proceeding instituted or pending before any court or governmental authority or, to the knowledge of the Executive Management of Borrower, threatened (i) which reasonably could be expected to have a materially adverse effect on the business, property, assets or financial condition of Borrower and its Subsidiaries taken as a whole or (ii) seeking to prohibit or restrict Borrower's or any Subsidiary's ownership or operation of any material portion of its business or assets or to compel any such Letter Credit Party to dispose of or hold all or any material portion of its business or assets, which reasonably could be expected to have a material adverse effect on the business, properties, assets or financial condition of Borrower and its Subsidiaries taken as a whole; and (e) the Loan to be made and the use of the proceeds thereof shall not contravene, violate or conflict with, or involve any Credit as if such representations Party or the Bank in a violation of, any law, rule, injunction or regulation or any determination of any court of law or other governmental authority. Borrower's request for each Loan and warranties had been made the acceptance by Borrower of the proceeds thereof shall constitute a representation and warranty by Borrower, as of the date of such Loan or Loan, that the date of issuance of such Letter of Credit except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority Lendersconditions specified in Sections 3.01 and 3.02 hereof have been and remain satisfied. (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of Credit. (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since the date of the Initial Financial Statements. (d) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of Credit. (e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (f) Administrative Agent shall have received all documents and instruments which Administrative Agent has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person in this Agreement and the other Loan Documents, (ii the satisfaction of all conditions contained herein or therein, and (ii all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and date.

Additional Conditions Precedent. No The obligation of any Lender has any ------------------------------- obligation to make any Loan (including its first), and LC Issuer has no obligation hereunder is subject to issue the further conditions precedent that on the date of any Letter Borrowing of Credit (including its first), unless a Loan the following conditions precedent have been satisfiedstatements shall be true: (( a) All the representations and warranties made by any Restricted Person the Borrower in any Loan Document shall be Article 7 hereunder and in each of the other Facility Documents are true and correct in all material respects on and as of the date of such Loan or the date of issuance Borrowing as though made on and as of such Letter date; ( b) No Default or Event of Credit as if Default has occurred and is continuing, or would result from such representations and warranties had been made as of Borrowing; ( c) On the date of such Loan Borrowing, the Interim Order or the date of issuance of such Letter of Credit except to Bankruptcy Order, as the extent that such representation or warranty was made as of a specific date or updatedcase may be, shall be in full force and effect and shall not have been reversed, stayed, modified or supplemented amended. Unless the Lenders shall have joined in or expressly consented in writing to the same, there shall be no motion of the Borrower pending: (i) to reverse, modify or amend the Interim Order or the Bankruptcy Order, as the case may be, or (ii) to permit any administrative expense or unsecured claim against the Borrower, now existing or hereafter arising, of any kind or nature whatsoever, to have administrative priority equal or superior to the priority of the Lender in respect of the Obligations, except for Carve-Out Expenses, or (iii) to grant or permit the granting of a subsequent date with Lien on any property or assets of the consent Borrower; ( d) The aggregate unpaid principal amount of Majority Lenders.the Loans shall not exceed, and after giving effect to the requested Borrowing will not exceed, the Commitments then available; and (b( e) No Default The amount of the requested Borrowing shall exist at not exceed the amount by which the Borrower's anticipated expenses as set forth in the Budget for the ten day period following the date of such Loan or notice exceeds the date of issuance of such Letter of Credit. (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since anticipated cash flow for such period, which, on and after the date of the Initial Financial Statements. (d) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of Credit. (e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (f) Administrative Agent shall have received all documents and instruments which Administrative Agent has then requestedSubsequent Advance Date, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person in this Agreement and the other Loan Documents, (ii the satisfaction of all conditions contained herein or therein, and (ii all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and dateaccordance with the Budget.

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to make any Loan (including its first)) or to participate in any Letter of Credit, and LC Issuer Issuing Bank has no obligation to issue any Letter of Credit (including its the first), ) unless the following conditions precedent have been satisfied: (a) All In the case of all Loans and Letters of Credit, both before and after giving effect to the making of such Loan or the issuance of such Letter of Credit, all representations and warranties made by any Restricted Related Person in any Loan Document shall be true on and as of the date of such Loan or the date of issuance of such Letter of Credit as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit except to the extent that Credit, unless any such representation or warranty was made expressly limited to an earlier date (in which case such representation or warranty shall be true on and as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority Lenderssuch earlier date). (b) No In the case of all Loans and Letters of Credit, no Default shall exist at the date of such Loan or the date of issuance of such Letter of CreditCredit or result therefrom. (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since the date of the Initial Financial Statements[Reserved]. (d) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of Credit. (e) The making of such Loan Loans or the issuance of such Letter Letters of Credit shall not be prohibited by any Law law, regulation, order of any court, governmental agency or authority, and shall not subject any Lender or any LC Issuer the Issuing Bank to any penalty or other onerous condition under or pursuant to any such Lawlaw, regulation or order. (e) No suit, action, investigation, inquiry or other proceeding (including, without limitation, the enactment or promulgation of a statute or rule) by or before any arbitrator or any Governmental Authority shall be pending and no preliminary or permanent injunction or order by a state or federal court shall have been entered in connection with any Loan Document or any of the transactions contemplated hereby or thereby, which, in the judgment of Administrative Agent, would have a Material Adverse Effect. (f) The Administrative Agent shall have received all documents and instruments which Administrative Agent has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy with respect to each Loan, a Request for Advance duly completed, executed and validity of or compliance with all representations, warranties and covenants made delivered by any Restricted Person in this Agreement and the other Loan Documents, (ii the satisfaction of all conditions contained herein or thereinBorrower as required by Section 2.4, and (ii all ii) with respect to Letters of Credit, a written application as required by Section 3.2. (g) All documents executed or submitted pursuant to Section 4.2 by or on behalf of the Borrower any of its Subsidiaries or any other matters pertaining hereto and thereto. All such additional documents and instruments Related Person shall be reasonably satisfactory in form and substance to the Administrative Agent in form, substance and dateAgent.

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to renew and extend its Loan under the Existing Agreement or make any Loan Advance (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), ) unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Related Person in any Loan Document shall be true on and as of the date of such Loan renewal or Advance (except to the date extent that the facts upon which such representations are based have been changed by the extension of issuance of such Letter of Credit credit hereunder) as if such representations and warranties had been made as of the date of such Loan renewal or the date of issuance of such Letter of Credit except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority LendersAdvance. (b) No Default shall exist have occurred and be continuing at the date of such Loan renewal or the date of issuance of such Letter of CreditAdvance. (c) No Material Adverse Change material adverse change shall have occurred to, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or to Borrower's Consolidated financial condition or businesses businesses, or to the aggregate value of the Collateral, since the date of the Initial Financial Statementsthis Agreement. (d) Each Restricted Related Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan renewal or the date of issuance of such Letter of CreditAdvance. (e) The Neither the renewal of the Loans under the Existing Agreement nor the making of such Loan or the issuance of such Letter of Credit Advance shall not be prohibited by any Law law or any regulation or order of any court or governmental agency or authority and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Lawlaw, regulation or order. (f) Administrative Agent shall have received all documents and instruments which Administrative Agent has then requested, in addition to those described in Section 4.1 3.1 (including opinions of legal counsel for Restricted the Related Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person of the Related Persons in this Agreement and the other Loan Documents, (ii ii) the satisfaction of all conditions contained herein or therein, and (ii iii) all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and date. (g) Borrower shall have paid the fees provided for in the letter agreement of even date herewith between Agent and Borrower.

Additional Conditions Precedent. No Lender has any ------------------------------- obligation The obligations of the Lenders to make any Loan Loans (including its first)the initial Loans) and of the Agent to issue, and LC Issuer has no obligation to issue amend, renew or extend any Letter of Credit (including its first)Credit, unless shall be subject to the following further conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Person in any Loan Document shall be true that on and as of the date of such Loan or the date of issuance issuance, amendment, renewal or extension of such Letter of Credit as if such Credit: (a) The following statements shall be true: (i) the representations and warranties had been made contained in Article 5 of this Agreement are true and correct on and as of the date of such Loan Loan, or (as applicable) the date of issuance issuance, amendment, renewal or extension of such Letter of Credit Credit, as though made on and as of such date (except to the extent that such representation representations and warranties are updated to reflect transactions expressly permitted by this Agreement and not resulting in or warranty was made as constituting a Default or Event of Default, provided such any update is specified in a specific date certificate delivered by the Borrower to the Agent before such date, and except to the extent that such representations and warranties relate expressly to an earlier date); and (ii) No Default or updatedEvent of Default has occurred and is continuing, modified or supplemented as of a subsequent date with the consent of Majority Lenders.would result from such Loan; (b) No Default The Agent shall exist at have received such approvals, opinions or documents as the date of such Loan Agent or the date of issuance of such Letter of Credit.any Lender may reasonably request; (c) No Material Adverse Change shall have occurred to, At or before the time of making the first Revolving Credit Loans hereunder and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since as of the date of each subsequent Revolving Credit Loan hereunder, the Initial Financial Statements. (d) Each Restricted Person Agent shall have performed determine that the making of such Revolving Credit Loan will not cause the amounts outstanding hereunder to exceed the Borrowing Base, and complied with all agreements and conditions required there shall be delivered or in the Loan Documents possession of the Agent all documents pertaining to be performed or complied with by it on or the Qualified Domestic Accounts, Qualified Domestic Unbilled Accounts and Qualified Real Estate, as the Agent shall reasonably require, dated as of not more than 30 days prior to the date of such Loan or the date of issuance of such Letter of Credit. Loan; (ed) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (f) Administrative Agent Borrowers shall have received paid to the Agent all documents accrued fees and instruments which Administrative expenses payable to the Agent has then requestedin connection with this Agreement, in addition to those described in Section 4.1 (including opinions all reasonable fees and disbursements of legal counsel for Restricted Persons and Administrative to the Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person in this Agreement and the other Loan Documents, (ii the satisfaction of all conditions contained herein or therein, and (ii all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and date.

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Person in any Loan Document shall be true on and as of the date of such Loan or the date of issuance of such Letter of Credit (except to the extent that the facts upon which such representations are based have been changed by the extension of credit hereunder) as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority LendersCredit. (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of Credit. (c) No Material Adverse Change shall have occurred tosince December 31, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since the date of the Initial Financial Statements1999. (d) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of Credit. (e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (f) Administrative Agent shall have received all documents and instruments which Administrative Agent has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person in this Agreement and the other Loan Documents, (ii ii) the satisfaction of all conditions contained herein or therein, and (ii iii) all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and date. (g) Borrower shall, prior to the making of the first Loan (or using the proceeds thereof), have deposited with Thom▇▇▇▇ & ▇nig▇▇ ▇.▇.P., counsel for Agent, an amount designated in writing by such counsel, to be held by such counsel and applied toward payment of costs and expenses for recordation of the Security Documents, as provided pursuant to Section 10.4(a). If such deposit exceeds the amount of such costs and expenses, the excess shall be returned to Borrower. If such deposit is less than such costs and expenses, the deficit shall be paid by Borrower pursuant to Section 10.4(a).

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Person in any Loan Document shall be true and correct in all respects on and as of the date of such Loan or the date of issuance of such Letter of Credit as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit Credit, except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority LendersRequired Lenders and Administrative Agent, in which cases such representations and warranties shall have been true and correct in all respects on and of such earlier date. (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of Credit. (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could reasonably be expected to cause a Material Adverse Change to, Plains MLP's or Borrower's ’s Consolidated financial condition or businesses since the date of the Initial Financial Statements. (d) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of Credit. (e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (f) Administrative Agent shall have received all documents and instruments which Administrative Agent has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person in this Agreement and the other Loan Documents, (ii ii) the satisfaction of all conditions contained herein or therein, and (ii iii) all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and date.

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the following conditions precedent have been satisfiedsatisfied after giving effect to the making of such Loan or the issuance of such Letter of Credit: (a) All representations and warranties made by any Restricted Person in any Loan Document shall be true and correct in all respects on and as of the date of such Loan or the date of issuance of such Letter of Credit as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit Credit, except to the extent that such representation or warranty was expressly made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority LendersRequired Lenders and Administrative Agent, in which cases such representations and warranties shall have been true and correct in all respects on and of such earlier date. (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of Credit. (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could reasonably be expected to cause a Material Adverse Change to, Plains MLP's or Borrower's ’s Consolidated financial condition or businesses since the date of the Initial Financial StatementsJune 30, 2009. (d) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of Credit. (e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (f) Administrative Agent shall have received all documents and instruments which Administrative Agent has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person in this Agreement and the other Loan Documents, (ii the satisfaction of all conditions contained herein or therein, and (ii all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and date.

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Person in any Loan Document shall be true on and as of the date of such Loan or (except to the date extent that the facts upon which such representations are based have been changed by the extension of issuance of such Letter of Credit credit hereunder) as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority LendersLoan. (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of CreditLoan. (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since the date of the audited annual Initial Financial Statements. (d) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of CreditLoan. (e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (f) Administrative Agent shall have received all documents and instruments which Administrative Agent has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person in this Agreement and the other Loan Documents, (ii ii) the satisfaction of all conditions contained herein or therein, and (ii iii) all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and date. (g) Prior to the making of the first Loan, Agent shall have completed its review of such financial statements, contracts, operating plans, compliance with applicable regulations, projected financial performance, accounting and operating procedures and systems, cash collection systems, reimbursement systems and other information systems of the Restricted Persons as Agent may require.

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to make any Loan (including its first), and LC Issuer has no obligation to issue issue, amend, renew, or extend any Letter of Credit (including its first), unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Person in any Loan Document shall be true and correct in all material respects on and as of the date of such Loan Borrowing or the date of issuance issuance, amendment, renewal or extension of such Letter of Credit Credit, as if applicable, except (i) to the extent that any such representations and warranties had been made are expressly limited to an earlier date, in which case, on and as of the date of such Loan Borrowing or the date of issuance issuance, amendment, renewal or extension of such Letter of Credit except Credit, as applicable, such representations and warranties shall continue to be true and correct in all material respects as of such specified earlier date, (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Change, in which case such representation and warranty was made (as so qualified) shall be true and correct in all respects, and (iii) that for purposes of a specific date or updatedthis Section 4.2, modified or supplemented as the representations and warranties contained in subsection (a) of a subsequent date with Section 5.6 shall be deemed to refer to the consent most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Majority LendersSection 6.2. (b) No Default shall exist at At the date time of and immediately after giving effect to such Loan Borrowing or the date of issuance issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Borrowing Base Deficiency shall exist. (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since the date of the Initial Financial Statements. (d) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of Credit. (e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (f) Administrative Agent . Each request for a Borrowing and each request for the issuance, amendment, renewal or extension of any Letter of Credit shall have received all documents be deemed to constitute a representation and instruments which Administrative Agent has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of warranty by Borrower and other Persons), on the date thereof as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person matters specified in this Agreement and the other Loan Documents, (ii the satisfaction of all conditions contained herein or therein, and (ii all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and dateSection 4.2.

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Person in any Loan Document shall be true on and as of the date of such Loan or the date of issuance of such Letter of Credit as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit except to the extent that such representation or 004726 000020 DALLAS 1786243.3 SECOND AMENDED AND RESTATED CREDIT AGREEMENT [CONFORMED THROUGH AUGUST 2004] warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority Lenders. (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of Credit. (c) (i) No Material Adverse Change shall have occurred tooccurred, and (ii) no event or circumstance shall have occurred that could would reasonably be expected to cause a Material Adverse Change toChange, Plains MLP's (iii) no material adverse change shall have occurred in the consolidated financial condition, business, operations, assets or Borrower's Consolidated financial condition or businesses since the date prospects of the Initial Financial StatementsMaster Partnership and (iv) no event or circumstance shall have occurred that would reasonably be expected to cause a material adverse change in the consolidated financial condition, business, operations, assets or prospects of the Master Partnership, other than, in the case of clauses (iii) and (iv), changes resulting solely from general, regional, industry-wide, or economy-wide developments. (d) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of Credit. (e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (f) Administrative Agent shall have received all documents and instruments which Administrative Agent has then reasonably requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person in this Agreement and the other Loan Documents, (ii ii) the satisfaction of all conditions contained herein or therein, and (ii iii) all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and date.

Additional Conditions Precedent. No The obligation of each Lender has any ------------------------------- obligation to make any Term Loan (including its first)on the Closing Date or any other Credit Date is subject to the satisfaction, and LC Issuer has no obligation to issue any Letter or waiver in accordance with Section 10.5, of Credit (including its first), unless the following additional conditions precedent have been satisfiedprecedent: (a) All representations and warranties made by any Restricted Person in any Loan Document shall be true on and as of the date of such Loan or the date of issuance of such Letter of Credit as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority Lenders. (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of Credit. (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since the date of the Initial Financial Statements. (d) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of Credit. (e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (fi) Administrative Agent shall have received a fully executed and delivered Funding Notice; (ii) as of the Closing Date or such Credit Date, as applicable, the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all documents material respects (except such representations and instruments warranties that by their terms are qualified by materiality, which representations and warranties shall be true and correct in all respects) on and as of that Credit Date to the same extent as though made on and as of that date (or to the extent such representations and warranties specifically relate to an earlier date on and as of such earlier date); (iii) as of the Closing Date or such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the Credit Extension that would constitute an Event of Default or a Default; (iv) the Administrative Agent has then requested, and the Lenders shall have received evidence satisfactory to the Lenders that the Recapitalization Agreement continues to be in addition to those described in Section 4.1 full force and effect; and (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (iv) the accuracy amendment of the corporate organizational documents of Investments to provide that Investments cannot commence the Chapter 11 Cases (as defined in the Recapitalization Agreement) or cause either or both of Holdings and validity 21C or any of 21C’s direct or compliance with all representationsindirect subsidiaries (other than the Subsidiaries of 21C East Florida, warranties and covenants made by any Restricted Person LLC) to commence the Chapter 11 Cases without the votes of the Independent Manager (as defined in this Agreement the Recapitalization Agreement) and the other Loan DocumentsChief Executive Officer (as defined in the Recapitalization Agreement) in support of such action. Any Agent or Requisite Lenders shall be entitled, (ii but not obligated, to request and receive, prior to the making of the Term Loan, additional information reasonably satisfactory to the requesting party confirming the satisfaction of all conditions contained herein any of the foregoing if, in the good faith judgment of such Agent or therein, and (ii all other matters pertaining hereto and thereto. All Requisite Lender such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and daterequest is warranted under the circumstances.

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Person in any Loan Document shall be true on and as of the date of such Loan or the date of issuance of such Letter of Credit as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority Lenders. (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of Credit. (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since the date of the Initial Financial Statements. (d) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of Credit. (e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (f) Administrative Agent shall have received all documents and instruments which Administrative Agent has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person in this Agreement and the other Loan Documents, (ii ii) the satisfaction of all conditions contained herein or therein, and (ii iii) all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and date.

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Person in any Loan Document shall be true and correct in all material respects (except where qualified by materiality, in which case, true and correct in all respects) on and as of the date of such Loan or the date of issuance of such Letter of Credit as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit Credit, except to the extent that such representation or warranty was made as of a specific date date, in which case such representation or updatedwarranty shall be true and correct in all material respects (except where qualified by materiality, modified or supplemented in which case, true and correct in all respects) as of a subsequent such specific date with and except that for purposes of this Section 4.2, the consent representations and warranties contained in subsections (a) of Majority LendersSection 5.6 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.2. (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of CreditCredit (or would result after giving effect thereto). (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since the date of the Initial Financial Statements. (d) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of Credit. (e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other material onerous condition under or pursuant to any such Law. 62 CREDIT AGREEMENT (d) At the time of and immediately after giving effect to any Borrowing of Loans (and any application of the proceeds thereof on the date of the requested Borrowing), the Restricted Persons shall not have any Excess Cash. (e) At the time of and immediately after giving effect to any Borrowing of Loans (and any application of the proceeds thereof on the date of the requested Borrowing), the Facility Usage will not be in excess of the Availability. (f) Administrative Agent shall have received all documents and instruments which that Administrative Agent has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person in this Agreement and the other Loan Documents, (ii ii) the satisfaction of all conditions contained herein or therein, and (ii iii) all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and date.

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), ) unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Person in any Loan Document shall be true in all respects on and as of the date of such Loan or the date of issuance of such Letter of Credit (except to the extent that the facts upon which such representations are based have been changed by the extension of credit hereunder) as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit Credit, except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority LendersLenders and Administrative Agent. (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of Credit. (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could reasonably be expected to cause a Material Adverse Change to, Plains MLP's Borrowers’ or Borrower's Consolidated RAAM’s financial condition or businesses since the date of the Initial Financial Statements. (d) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of Credit. (e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (f) Administrative Agent shall have received all documents and instruments which that Administrative Agent has then reasonably requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons Persons, and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person in this Agreement and the other Loan Documents, (ii ii) the satisfaction of all conditions contained herein or therein, and (ii iii) all other matters pertaining hereto and thereto. All such additional documents and instruments shall be reasonably satisfactory to Administrative Agent in form, substance and date.

Additional Conditions Precedent. No Lender Bank has any ------------------------------- obligation to make any Loan (including its first), and LC Issuer has no obligation to ) or issue any Letter of Credit (including its first)Credit, unless the following conditions precedent have been satisfiedsatisfied on the date of such Loan or the date of issuance of such Letter of Credit: (a) All representations and warranties made by any Restricted Related Person in any Loan Document shall be true on and as of the date of such Loan or the date of issuance of such Letter of Credit (except to the extent that the facts upon which such representations are based have been changed by the extension of credit hereunder) as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority LendersCredit. (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of Credit. (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since the date of the Initial Financial Statementsthis Agreement. (d) Each Restricted Related Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of Credit. (e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer Bank to any penalty or other onerous condition under or pursuant to any such Law. (f) Administrative Agent shall have received all documents and instruments which Administrative Agent has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Related Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (if) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Related Person in this Agreement and the other Loan Documents, (ii Documents,(g) the satisfaction of all conditions contained herein or therein, and (ii h) all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and date.

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Related Person in any Loan Document shall be true on and as of the date of such Loan or the date of issuance of such Letter of Credit (except to the extent that the facts upon which such representations are based have been changed by the extension of credit hereunder) as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority LendersCredit. (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of Credit. (c) No Material Adverse Change material adverse change shall have occurred to, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or in Borrower's Consolidated financial condition or businesses since the date results of the Initial Financial Statementsoperations. (d) Each Restricted Related Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of Credit. (e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (f) Administrative Agent shall have received all documents and instruments which Administrative Agent has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Related Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Related Person in this Agreement and the other Loan Documents, (ii ii) the satisfaction of all conditions contained herein or therein, and (ii iii) all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and date.

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to make any Loan (including its first), and LC Issuer has Royal Gold shall have no obligation to issue disburse any Letter of Credit Tranche (including its firstthe First Tranche), unless the following conditions precedent have been satisfied: (a) All representations representations, warranties and warranties covenants made by any Restricted Person Responsible Party in this Agreement and any Loan other Funding Document shall be true and accurate on and as of the date of such Loan or the date of issuance disbursement of such Letter of Credit Tranche as if such representations representations, warranties and warranties covenants had been made as of the date of such Loan or the date of issuance disbursement of such Letter of Credit Tranche, except to the extent that such representation representation, warranty or warranty covenant was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority LendersRoyal Gold. (b) No Default shall exist at the date of such Loan or the date of issuance disbursement of such Letter of CreditTranche. (c) No Material Adverse Change shall have occurred toEffect, and no nor any event or circumstance shall have occurred that could cause have a Material Adverse Change toEffect, Plains MLP's or Borrower's Consolidated financial condition or businesses since the date of the Initial Financial Statementsshall have occurred. (d) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date The disbursement of such Loan or the date of issuance of such Letter of Credit. (e) The making of such Loan or the issuance of such Letter of Credit Tranche shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer Royal Gold to any penalty or other onerous condition under or pursuant to any such Law. (e) A "Compliance Certificate" of a Responsible Officer of Somita, of even date with each disbursement of a Tranche, in which such officers certify to the satisfaction of the conditions set out in subsections (a), (b), (c) and (d) of this Section 3.3. (f) Administrative Agent All requirements of Somita in Section 2.2 shall have been met. (g) Royal Gold shall have received all documents and instruments which Administrative Agent that it has then reasonably requested, in addition to those described in Section 4.1 3.1 in connection with the First Tranche and Section 3.2 in connection with the Second Tranche (including opinions of legal counsel for Restricted Persons and Administrative Agentthe Responsible Parties; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Personsthe Responsible Parties), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person Responsible Officers in this Agreement and the other Loan Funding Documents, (ii ii) the satisfaction of all conditions contained herein or therein, and (ii iii) all other matters pertaining hereto and thereto. All such additional documents and instruments shall be reasonably satisfactory to Administrative Agent Royal Gold in form, substance and date. For further certainty, disbursements of Tranches after disbursement of the First Tranche and the Second Tranche shall only be subject to the conditions set forth in this Section 3.3.

Additional Conditions Precedent. No Lender has any ------------------------------- The Banks shall have no obligation to make any Loan (including its first), Loans and LC Issuer the Issuing Bank has no obligation to issue any Letter of Credit (including its first), the initial Loans and Letter of Credit) unless the following conditions precedent have been satisfied: (a) The Agent shall have received, with a copy for each Bank, a Borrowing Request requesting a Borrowing on such date, duly completed and executed by a Responsible Officer of the Borrower, which Borrowing Request shall affirmatively certify that: (i) All representations and warranties made by any Restricted Person Loan Party in any Loan Document shall be true on and as of the date Borrowing Date (except to the extent that the facts upon which such representations are based have been changed by the extension of such Loan or the date of issuance of such Letter of Credit credit hereunder) as if such representations and warranties had have been made as of the date Borrowing Date (ii) No Borrowing Base Deficiency would exist after giving effect to the Loans requested to be made, or Letters of Credit requested to be issued, on such date; (iii) No Default or Event of Default then exists either before or after giving effect to the making of such Loan or the date of issuance issuing of such Letter of Credit except Credit; (iv) No material litigation (other than Existing Litigation) is pending or, to the extent that such representation best knowledge of the Borrower after due inquiry, threatened against the Borrower or warranty was made as any Subsidiary of the Borrower and no material adverse development has occurred in any Existing Litigation; and (v) No event or state of affairs which could reasonably be expected to result in a specific date or updatedMaterial Adverse Effect has occurred since December 31, modified or supplemented as of a subsequent date with the consent of Majority Lenders1995. (b) No Default shall exist at the date of such Each Loan or the date of issuance of such Letter of Credit. (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since the date of the Initial Financial Statements. (d) Each Restricted Person Party shall have performed and complied with all agreements and other conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of CreditBorrowing Date. (ec) The making of such Loan Loans or the issuance of such Letter of Credit shall not be prohibited by any Requirement of Law and shall not subject any Lender the Agent, the Issuing Bank or any LC Issuer Bank to any penalty or other onerous condition under or pursuant to any such Lawlaw, regulation or order. (fd) Administrative Agent The Maturity Date shall not have received occurred. Each Borrowing hereunder shall constitute a representation and warranty by the Loan Parties as of the of the Borrowing Date that all documents and instruments which Administrative Agent has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person conditions contained in this Agreement and the other Loan Documents, (ii the satisfaction of all conditions contained herein or therein, and (ii all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and dateSECTION 4.2 have been satisfied.

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the following conditions precedent have been satisfied:satisfied unless waived by each Revolving Credit Lender (or all Lenders in the case of the first Loan): (a) All representations and warranties made by any Restricted Person in any Loan Document shall be true on and as of the date of such Loan or the date of issuance of such Letter of Credit (except to the extent that the facts upon which such representations are based have been changed by the extension of credit hereunder) as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority LendersCredit. (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of Credit. (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since the date of the Initial Financial Statements. (d) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of Credit. (e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (f) Administrative Agent shall have received all documents and instruments which Administrative Agent has then reasonably requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person in this Agreement and the other Loan Documents, (ii ii) the satisfaction of all conditions contained herein or therein, and (ii iii) all other matters pertaining hereto and thereto. All such additional documents and instruments shall be reasonably satisfactory to Administrative Agent in form, substance and date. (g) In the case of any Loan advanced in connection with any acquisition involving an amount in excess of $10,000,000, Borrower shall have complied with the provisions of Section 6.14 with respect to such acquisition contemporaneously with the funding of such Loan.

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including distribute its first), Subsequent Loans to Company unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Person the Company in any Loan Document shall be true on and as of the date of the Loan (except to the extent that the facts upon which such Loan or representations are based have been changed by the date extension of issuance of such Letter of Credit credit hereunder) as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority LendersLoan. (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of CreditLoan. (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since the date of the Initial Financial Statements. (d) Each Restricted Person The Company shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of CreditLoan. (e) The making of such the Loan or the issuance of such Letter of Credit shall not be prohibited by any Law law and shall not subject any the Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Lawlaw. (f) Administrative Agent Lender shall have received all documents and instruments which Administrative Agent that Lender has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower the Company; and all reports, records, certificates and other Personsdocuments requested in relation to any Security Document delivered pursuant hereto), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person the Company in this Agreement and the other Loan Documents, (ii the satisfaction of all conditions contained herein or therein, and (ii all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent Lender in form, substance and date.. ARTICLE 4A

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to make any Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the following conditions precedent have been satisfied: (a) All representations and warranties made by Parent or any Restricted Person in any Loan Document shall be true on and as of the date of such Loan or the date of issuance of such Letter of Credit (except to the extent that the facts upon which such representations are based have been changed by the extension of credit hereunder) as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority LendersCredit. (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of Credit. (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since the date of the Initial Financial Statementsthis Agreement. (d) Each Parent and each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of Credit. (e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (f) Administrative Agent shall have received all documents and instruments which Administrative Agent has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person in this Agreement and the other Loan Documents, (ii ii) the satisfaction of all conditions contained herein or therein, and (ii iii) all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and date.and

Additional Conditions Precedent. No Lender has any ------------------------------- obligation to make any its Loan (including its first), and LC Issuer has no obligation to issue any Letter of Credit (including its first), unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Person in any Loan Document shall be true in all material respects on and as of the date of such Loan or (except to the date extent that the facts upon which such representations are based have been changed by the extension of issuance of such Letter of Credit credit hereunder) as if such representations and warranties had been made as of the date of such Loan or the date of issuance of such Letter of Credit except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority LendersLoan. (b) No Default shall exist at the date of such Loan or the date of issuance of such Letter of CreditLoan. (c) No Material Adverse Change shall have occurred to, and no event or circumstance shall have occurred that could cause a NRP Material Adverse Change to, Plains MLP's or Borrower's Consolidated financial condition or businesses since the date of the Initial Financial Statementsshall have occurred. (d) Each Restricted Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan or the date of issuance of such Letter of CreditLoan. (e) The making of such Loan or the issuance of such Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (f) Administrative Agent shall have received all documents and instruments which Administrative Agent has then requested, in addition to those described in Section 4.1 (including opinions of legal counsel for Restricted Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person in this Agreement and the other Loan Documents, (ii ii) the satisfaction of all conditions contained herein or therein, and (ii iii) all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form, substance and date.

Additional Conditions Precedent. No Lender has any ------------------------------- no obligation to make any Loan Advance (including its the first)) or issue, and LC Issuer has no obligation to issue extend or amend any Letter of Credit (including its first), unless the following conditions precedent have been satisfied: (a) All representations and warranties made by any Restricted Related Person in any Loan Document shall be true on and as of the date of such Loan Advance or the date of issuance issuance, extension or amendment of such any Letter of Credit (except to the extent that the facts upon which such representations are based have been changed by the extension of credit hereunder) as if such representations and warranties had been made as of the date of such Loan Advance or the date of issuance of such Letter of Credit except to the extent that such representation issuance, extension or warranty was made amendment, as of a specific date or updated, modified or supplemented as of a subsequent date with the consent of Majority Lendersapplicable. (b) No Default shall exist at the date of such Loan Advance or the date such issuance, extension or amendment of issuance of such any Letter of Credit, as applicable. (c) No Material Adverse Change material adverse change shall have occurred to, and no event or circumstance shall have occurred that could cause a Material Adverse Change to, Plains MLP's or to Borrower's individual or Consolidated financial condition or businesses since the date of the Initial Financial Statementsthis Agreement. (d) Each Restricted Related Person shall have performed and complied with all agreements and conditions required in the Loan Documents to be performed or complied with by it on or prior to the date of such Loan Advance or the date such issuance, extension or amendment of issuance of such any Letter of Credit. (e) The making of such Loan Advance or the issuance such issuance, extension or amendment of such any Letter of Credit shall not be prohibited by any Law and shall not subject any Lender or any LC Issuer to any penalty or other onerous condition under or pursuant to any such Law. (f) Administrative Agent Lender shall have received all documents and instruments which Administrative Agent Lender has then requested, in addition to those described in Section 4.1 3.1 (including opinions of legal counsel for Restricted the Related Persons and Administrative AgentLender; corporate and partnership documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials and of officers officers, partners and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any Restricted Person of the Related Persons in this Agreement and the other Loan Documents, (ii ii) the satisfaction of all conditions contained herein or therein, and (ii iii) all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent Lender in form, substance and date. (g) All legal matters relating to the Loan Documents and the consummation of the transactions contemplated thereby shall be satisfactory to Messrs. Brac▇▇▇▇▇ & ▇att▇▇▇▇▇, ▇.L.P., counsel to Lender.