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Exhibit 10(liv)


EXECUTION VERSION $2.2 BILLION

WGRAH TERM LOAN AGREEMENT

Dated as of December 27, 2007

among

WGR ASSET HOLDING COMPANY LLC as borrower,

TRINITY ASSOCIATES LLC

as lender,

and

CITIBANK, N.A., AGENCY & TRUST as collateral agent


TABLE OF CONTENTS

Page

Article I DEFINITIONS AND ACCOUNTING TERMS 1

Section 1.01

Defined Terms 1

Section 1.02

Use of Defined Terms 1

Section 1.03

Accounting Terms 1

Section 1.04

Interpretation 1

Article II AMOUNT AND TERMS OF LOAN 1

Section 2.01

Loan 1

Section 2.02

Repayment of WGRAH Loan; Extension of WGRAH Maturity Date; Evidence of Debt 1

Section 2.03

Procedure for Borrowing 2

Section 2.04

Termination of Commitments 3

Section 2.05

Prepayments 3

Section 2.06

Interest 3

Section 2.07

Computation of Interest 4

Section 2.08

Funding of Loan 4

Section 2.09

Payments; Trinity Expenses 4

Section 2.10

Taxes 5

Article III REPRESENTATIONS AND WARRANTIES 6

Section 3.01

Representations of WGRAH 6

Article IV AFFIRMATIVE COVENANTS 10

Section 4.01

Financial Statements and Other Information 10

Section 4.02

Notices of Material Events 11

Section 4.03

Compliance with Laws 12

Section 4.04

Use of Proceeds 12

Section 4.05

Insurance 12

Section 4.06

Preservation of Existence, Etc 13

Section 4.07

Payment of WGRAH Obligations 13

Section 4.08

Maintenance of Properties, Title 13

Section 4.09

Books and Records 13

Section 4.10

Inspection Rights 13


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TABLE OF CONTENTS

(continued)

Page

Section 4.11

Further Assurances 14

Section 4.12

Environmental Matters 14

Section 4.13

Performance of Documents; Entry Into Written Midstream Agreements 14

Section 4.14

Subsidiaries 15

Section 4.15

Grant of Additional Security Upon a Security Trigger Event 15

Section 4.16

Amendments Upon Anadarko Credit Event, Etc 16

Section 4.17

Post-Closing Requirements 16

Article V NEGATIVE COVENANTS 16

Section 5.01

Liens 16

Section 5.02

Investments 16

Section 5.03

Indebtedness 17

Section 5.04

Fundamental Changes 17

Section 5.05

Asset Sales 18

Section 5.06

Restricted Payments 18

Section 5.07

Change in Nature of Business 19

Section 5.08

Transactions with Affiliates 19

Section 5.09

Burdensome Agreements 19

Section 5.10

Financial Covenant 20

Section 5.11

Amendment, Etc., of Transaction Agreements 20

Section 5.12

Acquisitions and Sale Leaseback Transactions 21

Section 5.13

Hedge Agreements 21

Article VI CONDITIONS OF LENDING 21

Section 6.01

Conditions Precedent to this Agreement 21

Article VII EVENTS OF DEFAULT 24

Section 7.01

Events of Default 24

Section 7.02

Application of Funds 27

Article VIII PLEDGED ACCOUNT 27

Section 8.01

Maintaining the Pledged Account 27

Section 8.02

Deposit of Funds into the Pledged Accounts 28


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TABLE OF CONTENTS

(continued)

Page

Section 8.03

Permitted Pledged Account Investments 28

Section 8.04

Transfers from the Pledged Account During an Event of Default and on the WGRAH Maturity Date 29

Article IX WGRAH COLLATERAL AGENT 29

Section 9.01

Authorization and Action 29

Section 9.02

WGRAH Collateral Agent' s Reliance, Etc 30

Section 9.03

Trinity Credit Decision 31

Section 9.04

Fee 31

Article X MISCELLANEOUS 31

Section 10.01

Notices 31

Section 10.02

Waivers; Amendments 32

Section 10.03

Expenses; Indemnity; Damage Waiver 32

Section 10.04

Successors and Assigns 33

Section 10.05

Survival 34

Section 10.06

Counterparts; Integration; Effectiveness 34

Section 10.07

Severability 34

Section 10.08

Right of Setoff 35

Section 10.09

Governing Law; Jurisdiction; Consent to Service of Process 35

Section 10.10

WAIVER OF PUNITIVE DAMAGES, JURY TRIAL 36

Section 10.11

Disclosure 36

Section 10.12

Headings 36

Section 10.13

USA Patriot Act Notice 36

Section 10.14

Sponsor Note Option Agreement 37 Schedules and Exhibits:

Schedule I (Subsidiaries)

Schedule II (Properties)

Schedule III-A (Material Midstream Agreements Written on Effective Date)

Schedule III-B (Material Midstream Agreements Not Written on Effective Date)

Schedule IV (Post-Closing Requirements)

Exhibit A (Form of WGRAH Note)

Exhibit B (Subordination Terms)


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This WGRAH Term Loan Agreement is made as of December 27, 2007 by and among WGR ASSET HOLDING COMPANY LLC, a limited liability company organized under the laws of the State of Delaware (" WGRAH" ), as borrower, TRINITY ASSOCIATES LLC, a Delaware limited liability company (together with its successors and assigns, " Trinity" ), as lender, and CITIBANK, N.A., AGENCY & TRUST, as collateral agent for Trinity (the " WGRAH Collateral Agent" ).

In consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows:

Article I

DEFINITIONS AND ACCOUNTING TERMS

Section 1.01 Defined Terms . Unless otherwise defined herein, words and expressions used herein shall have the meanings provided in Exhibit A to the Amended and Restated Limited Liability Company Agreement of Trinity Associates LLC, dated as of the date of this Agreement, between Pecos Investors LLC and Trinity Associates Class A Holdings, LLC. A reference to this " Agreement" is a reference to this WGRAH Term Loan Agreement, as amended, modified, supplemented or restated from time to time in accordance with the terms hereof.

Section 1.02 Use of Defined Terms . Any defined term used in the plural preceded by the definite article shall be taken to encompass all members of the relevant class. Any defined term used in the singular preceded by " any" shall be taken to indicate any number of the members of the relevant class.

Section 1.03 Accounting Terms . All accounting terms not specifically defined herein or in Exhibit A to the Trinity Company Agreement shall be construed in each case in accordance with GAAP as in effect from time to time. Section 1.04 Interpretation . The word " including" (and with correlative meaning " include" ) means " including, without limitation" .

Article II

AMOUNT AND TERMS OF LOAN

Section 2.01 Loan . Subject to the terms and conditions of this Agreement, on the Effective Date, Trinity agrees to make the WGRAH Loan to WGRAH in an amount not to exceed the WGRAH Commitment. The WGRAH Commitment is not revolving; and amounts repaid may not be reborrowed. Section 2.02 Repayment of WGRAH Loan; Extension of WGRAH Maturity Date; Evidence of Debt . (a) WGRAH hereby unconditionally promises to pay to Trinity the then unpaid principal of and accrued interest on the WGRAH Loan on the WGRAH Maturity Date, or such earlier date upon which the maturity of the WGRAH Loan shall have been accelerated pursuant to Article VII .

(b) WGRAH may, by written notice to Trinity no later than 180 days prior to the then effective WGRAH Maturity Date, request an extension of the WGRAH Maturity Date to a date that is five years after the then effective WGRAH Maturity Date, and the WGRAH Maturity Date shall be so extended; provided that (i) prior to the then effective WGRAH Maturity Date, Trinity and WGRAH shall have agreed upon a revised Interest Rate to be effective on the first day of such new five-year period, (ii) each of Trinity and each Trinity Member has approved such extension and such revised Interest Rate in writing, (iii) each Pecos Lender shall have agreed to such extension, and (iv) WGRAH shall have delivered a certificate in the form required by Section 6.01(c ), making such certifications as of the first day of such new five-year period.

(c) Trinity shall maintain accounts in which it shall record (i) the amount of the WGRAH Loan made hereunder and the relevant Interest Period, (ii) the amount of any principal or interest due and payable or to become due and payable from WGRAH to Trinity hereunder, and (iii) the amount of any payment received by Trinity hereunder.

(d) The entries made in the accounts maintained pursuant to paragraph (b) of this Section 2.02 shall be prima facie evidence of the existence and amounts of the obligations and payments recorded therein; provided that the failure of Trinity to maintain such accounts or any error therein shall not in any manner affect the obligation of WGRAH to repay the WGRAH Loan in accordance with the terms of this Agreement.

(e) Trinity may request that the WGRAH Loan be evidenced by a promissory note. In such event, WGRAH shall prepare, execute and deliver to Trinity a WGRAH Note. Thereafter, the unpaid principal amount of the WGRAH Loan and interest thereon shall, at all times (including after assignment pursuant to Section 10.04 ), be represented by one or more WGRAH Notes in such form payable to the order of Trinity.

(f) Trinity is authorized to and shall endorse the date and amount of the WGRAH Loan and the date and amount of each payment of principal with respect thereto on the schedule annexed to and constituting a part of its WGRAH Note. No failure to make or error in making any such endorsement as authorized hereby shall affect the validity of the obligations of WGRAH to repay the unpaid principal amount of the WGRAH Loan with interest thereon as provided in Section 2.06 or the validity of any payment thereof made by WGRAH. Trinity shall, at the request of WGRAH, deliver to WGRAH copies of the WGRAH Note and the schedules annexed thereto.

Section 2.03 Procedure for Borrowing . Not later than 11:00 a.m., New York City time on the Business Day prior to the Effective Date, WGRAH shall deliver to Trinity a borrowing request (the " Borrowing Request" ), signed by WGRAH. The Borrowing Request shall specify the following information:

(a) the amount of the requested WGRAH Loan (which shall not exceed the WGRAH Commitment);

(b) the effective date for the WGRAH Loan, which shall be a Business Day;

(c) the location and number of WGRAH' s account to which funds are to be disbursed.


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Provided that all conditions set forth in Article VI have been satisfied, Trinity will make the amount of the WGRAH Loan available to the account of WGRAH in accordance with Section 2.08 .

Section 2.04 Termination of Commitments . The WGRAH Commitment shall terminate at 4:00 p.m. New York City time on the Effective Date.

Section 2.05 Prepayments .

(a) WGRAH may, at its option, as provided in this Section 2.05 , at any time and from time to time prepay the WGRAH Loan, in whole or in part, upon at least two (2) Business Days' prior notice to Trinity, specifying the date and amount of prepayment. The payment amount specified in such notice shall be due and payable on the date specified.

(b) At any time when WGRAH' s Consolidated EBITDA is less than $100,000,000 for the most recently ended Measurement Period, WGRAH shall prepay the WGRAH Loan in a principal amount equal to the Net Cash Proceeds received from any Disposition of assets as soon as reasonably practicable but not more than three Business Days after the receipt of such amounts; provided that such amounts required for a prepayment pursuant to this sentence may not be used as an Investment or Restricted Payment or otherwise permitted to leave the possession of the WGRAH Loan Parties after the WGRAH Loan Parties' receipt thereof.

(c) Upon any Disposition of any assets by WGRAH or any of its Subsidiaries, WGRAH shall prepay the WGRAH Loan in a principal amount equal to the amount necessary for WGRAH to comply with the requirements of Sections 5.05(b) as soon as reasonably practicable but not more than three Business Days after such Disposition occurs; provided that such amounts required for a prepayment pursuant to this sentence may not be used as an Investment or Restricted Payment or otherwise permitted to leave the possession of the WGRAH Loan Parties after the WGRAH Loan Parties' receipt thereof. (d) All prepayments pursuant to this Section 2.05 shall include accrued interest on the amount prepaid to the date of prepayment, expenses, Trinity Expenses, indemnities, and other WGRAH Obligations (and as to which, in the case of Trinity Expenses, demand for payment with respect to which has been received by WGRAH on or before 12:30 p.m. on the Business Day immediately preceding the date on which any such payment or prepayment of principal is to be made).

(e) Partial optional prepayments pursuant to this Section 2.05 shall be in an aggregate principal amount of $10,000,000 or any whole multiple of $5,000,000 in excess thereof. All prepayments of the WGRAH Loan pursuant to this Section 2.05 shall be without the payment of any premium or penalty except for amounts payable pursuant to Section 2.09 and shall be payable at the time specified in Section 2.09(a ).

Section 2.06 Interest.

(a) WGRAH shall pay interest on the unpaid principal amount of the WGRAH Loan outstanding from time to time from the Effective Date until the principal amount shall be paid in full, at a rate per annum at all times during each Interest Period equal to the Interest Rate for such


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Interest Period, payable in arrears on each Payment Date; provided that, in the event of any repayment or prepayment of the WGRAH Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment.

(b) Trinity shall determine the Interest Rate for each Interest Period (or portion thereof) and shall notify WGRAH of such Interest Rate three Business Days prior to the Payment Date for such Interest Period. A notice by Trinity to WGRAH of the Interest Rate shall be binding on WGRAH. A notice to WGRAH pursuant to Section 5.6 of the Trinity Company Agreement shall be deemed to satisfy the foregoing notification requirement. Section 2.07 Computation of Interest .

(a) All computations of interest hereunder shall be made on the basis of a year of 360 days, for the actual number of days (including the first day but excluding the last day) elapsed. Each determination by Trinity of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.

(b) Trinity shall, at the request of WGRAH, deliver to WGRAH a statement showing the computations used by Trinity in determining any interest rate or fee pursuant to Section 2.06(b) or Section 2.07(a ). Section 2.08 Funding of Loan . Trinity shall make the WGRAH Loan to be made by it hereunder by wire transfer of immediately available funds to the account of WGRAH before 11:30 a.m., New York City time, on the Effective Date.

Section 2.09 Payments; Trinity Expenses .

(a) All payments (including prepayments) to be made by WGRAH whether on account of principal, interest, fees or otherwise shall be made in Dollars and in immediately available funds without setoff or counterclaim at or before 12:00 noon, New York City time on the day when due and shall be made to the Trinity Operating Account. (b) (i) WGRAH shall from time to time, upon demand or deemed demand by Trinity to WGRAH as set forth in clause (b)(ii) below, pay to Trinity additional amounts sufficient to reimburse Trinity for all Trinity Expenses in accordance with clause (ii).

(ii) Trinity may deliver to WGRAH written notice with supporting documents therefor certifying in reasonable detail the nature of, and if applicable, the method of computation of, Trinity Expenses. Trinity shall specify whether such Trinity Expenses will be recurring, and, if known, the duration of such recurrence. Recurring amounts claimed shall be paid on each specified recurrence without further notice by Trinity. Subject to the next sentence, such notice shall specify whether Trinity requests the amount claimed to be paid on the immediately following Payment Date (for which no less than two Business Days prior notice shall be required) after the initial occurrence or after each specified recurrence or, with respect to claims for amounts other than recurring amounts, on a day other than a Payment Date (for which no less than six Business Days prior notice shall be required). Notwithstanding the foregoing, any Trinity Expenses (A) arising by reason of the late receipt of principal of or interest on the WGRAH Loan shall


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in all cases be payable upon demand and (B) payable in connection with a prepayment of principal under Section 2.05 shall be payable at the time specified in Section 2.09(a ). Trinity shall notify WGRAH if any such recurring cost ceases to be recurring (or if the amount thereof decreases) promptly after becoming aware thereof and agrees to refund any excess payment received in respect of such ceased or reduced recurring costs.

Section 2.10 Taxes . (a) Any and all payments by or on account of any obligation of WGRAH under each WGRAH Loan Document shall be made free and clear of and without deduction or withholding for any Indemnified Taxes or Other Taxes; provided that if WGRAH shall be required by Applicable Law to deduct or withhold any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions or withholding (including deductions or withholding applicable to additional sums payable under this Section 2.10 ), Trinity or the WGRAH Collateral Agent, as applicable, receives an amount equal to the sum it would have received had no such deductions or withholding been made, (ii) WGRAH shall make such deductions or withholding, and (iii) WGRAH shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law.

(b) In addition, WGRAH shall pay any Other Taxes to the relevant Governmental Authority in accordance with Applicable Law.

(c) WGRAH shall indemnify Trinity and the WGRAH Collateral Agent, within ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by Trinity or the WGRAH Collateral Agent, as applicable, on or with respect to any payment by or on account of any obligation of WGRAH under each WGRAH Loan Document (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.10 ) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to WGRAH by Trinity or the WGRAH Collateral Agent, as applicable, shall be conclusive absent manifest error.

(d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by WGRAH to a Governmental Authority, WGRAH shall deliver to Trinity or the WGRAH Collateral Agent, as applicable, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Trinity or the WGRAH Collateral Agent, as applicable.

(e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which WGRAH is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to WGRAH at the time or times prescribed by Applicable Law, such properly completed and executed documentation prescribed by Applicable Law or reasonably requested by WGRAH (including, without limitation, Form W-8BEN or Form W-8ECI, as applicable) as will permit


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such payments to be made without withholding or at a reduced rate. Lenders that are not Foreign Lenders shall provide a duly completed Form W-9 or other reasonable evidence of exemption from U.S. back-up withholding.

(f) If Trinity or the WGRAH Collateral Agent determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes (or any other taxes owed by Trinity or the WGRAH Collateral Agent, as applicable, under or in connection with this Agreement and indemnified by WGRAH or paid by WGRAH on behalf of Trinity) as to which it has been indemnified by WGRAH or with respect to which WGRAH has paid additional amounts pursuant to this Section 2.10 , it shall pay over such refund to WGRAH (but only to the extent of indemnity payments made, or additional amounts paid, by WGRAH under this Section 2.10 with respect to the Indemnified Taxes or Other Taxes (or any other taxes owed by Trinity or the WGRAH Collateral Agent, as applicable, under this Agreement and indemnified by WGRAH or paid by WGRAH on behalf of Trinity or the WGRAH Collateral Agent, as applicable) giving rise to such refund), net of all out-of-pocket expenses of Trinity or the WGRAH Collateral Agent, as applicable, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided , however , that WGRAH, upon the request of Trinity or the WGRAH Collateral Agent, as applicable, agrees to forthwith repay the amount paid over to WGRAH (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to Trinity or the WGRAH Collateral Agent, as applicable, if Trinity or the WGRAH Collateral Agent, as applicable, is required to repay such refund to such Governmental Authority. Nothing contained in this Section 2.10 shall require Trinity or the WGRAH Collateral Agent, as applicable, to make available its Tax Returns (or any other information relating to its Taxes which it deems confidential) to WGRAH or any other Person.

Article III

REPRESENTATIONS AND WARRANTIES

Section 3.01 Representations of WGRAH . WGRAH represents and warrants to Trinity that:

(a) WGRAH and each of its Subsidiaries (i) has been duly formed and is validly existing and in good standing under the laws of the state of its organization, and (ii) is qualified to do business as a foreign corporation, partnership, or limited liability company, as applicable, and is in good standing in each jurisdiction of the United States in which the ownership of its properties or the conduct of its business requires such qualification and where the failure to so qualify could reasonably be expected to constitute a WGRAH Material Adverse Change.

(b) This Agreement and all other WGRAH Loan Documents to which WGRAH or any of its Subsidiaries is a party have been duly authorized, executed and delivered by WGRAH or such Subsidiary, and each of this Agreement, the WGRAH Notes and the other WGRAH Loan Documents to which it is a party constitutes a valid and binding agreement of WGRAH, enforceable in accordance with its respective terms, subject to the effect of applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally and equitable principles of general applicability. There are no actions, suits or proceedings pending or, to the knowledge of WGRAH, threatened against WGRAH or any of its Subsidiaries which purport to affect the legality, validity or enforceability of this Agreement or any other WGRAH Loan Document.

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(c) The execution, delivery and performance of the WGRAH Loan Documents by WGRAH and its Subsidiaries and the execution, issuance, delivery and performance by WGRAH of the WGRAH Notes will not (i) violate or conflict with (A) the WGRAH Company Agreement or the Organizational Documents of any Subsidiary, (B) any indenture, loan agreement or other similar agreement or instrument binding on WGRAH or any Subsidiary, or (C) any provision of applicable law, or (ii) result in the creation or imposition of a Lien on any of its assets, except for Permitted Liens. (d) There are no actions, suits, or proceedings pending or, to the knowledge of WGRAH, threatened against or involving WGRAH or any of its Subsidiaries or their respective Property, before any Governmental Authority as to which, in the opinion of WGRAH, there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to constitute a WGRAH Material Adverse Change.

(e) Neither WGRAH nor any Subsidiary is an " investment company" as defined in, or subject to regulation under, the Investment Company Act of 1940.

(f) No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Change. The present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Plans by an amount that could reasonably be expected to be a Material Adverse Change.

(g) With respect to the date hereof or the later date of delivery of any information hereunder (each, a " Relevant Date" ), as the case may be:

(i) subject to Section 3.01(g)(iii ) below, all written information that has been made available to Trinity by or on behalf of WGRAH or any of its Affiliates, or any of their respective Representatives, prior to such Relevant Date in connection with this Agreement and the transactions contemplated hereby, in each case taken as a whole and as modified or supplemented from time to time prior to such Relevant Date, was complete and correct in all material respects on such Relevant Date and did not on such Relevant Date contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading in any material respect in light of the circumstances under which such statements were made;

(ii) any historical financial data provided by or on behalf of WGRAH or any of its Affiliates, or any of their respective Representatives, to Trinity prior to such Relevant Date in connection with the transactions contemplated by this Agreement was prepared in accordance with GAAP then in effect (or with appropriate reconciliation to


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such GAAP if required by applicable Law or requested by Trinity) and fairly presents the financial condition and results of operations of WGRAH and its Subsidiaries (subject to year end audit adjustments) as of the date thereof, except as otherwise disclosed therein or in the footnotes thereto or as otherwise disclosed in writing to Trinity; and (iii) all financial projections that were prepared by WGRAH, its Affiliates, or its Representatives and made available to Trinity prior to such Relevant Date in connection with the transactions cont
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