Common use of Applicable Law; Counterparts Clause in Contracts

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Company, the Partnership, the Trust and the Underwriters. Very truly yours, EQUITY INNS, INC. By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS TRUST By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIP, L.P. By: EQUITY INNS TRUST General Partner By: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, and Treasurer Confirmed as of the date first above mentioned. Citigroup Global Markets Inc. Friedman, Billings, Ramsey & Co., Inc. A.G. Edwards & Sons, Inc. Morgan Keegan & Company, Xxx. Xtifel, Nicolaxx & Xxxxxxx, Incorporated Xx: Xxxxxroup Global Markexx Xxx. By: /s/ Jeffrey Horowitz ------------------------- Naxx: Xxxxxxx Xxxowitz Title: Managing Director For themsxxxxx xxx xx xxxresentative of the several Underwriters named in Schedule A-1 to this Agreement. SCHEDULE A-1 EQUITY INNS, INC. NUMBER OF UNDERWRITER FIRM SHARES Citigroup Global Markets Inc. 2,625,000 Friedman, Billings, Ramsey & Co., Inc. 892,500 A.G. Edwarxx & Xons, Inc. 000,000 Xxrgan Keegan & Company, Inc. 000,000 Xxxfel, Nicolaus & Company, Incorporated 000,000 ---------- 5,250,000 Total SCHEDULE A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INC. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust (the "Trust") Maryland 100% owned by Equity Inns, Inc. (the "REIT") Equity Inns Services, Inc. ("Services") Tennessee 100% owned by the REIT Equity Inns TRS Holdings, Inc. ("TRS Holdings") Tennessee 100% owned by the Partnership Equity Inns Partnership, L.P. (the "Partnership") Tennessee Approximately 97.3% owned by the Trust; approximately 2.7% owned by various limited partners Equity Inns Partnership II, L.P. Tennessee 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns/West Virginia Partnership, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing Corporation Tennessee 100% owned by the Trust EQI Financing Partnership I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the Partnership EQI Financing Corporation II Tennessee 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the Partnership

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Company, the Partnership, the Trust and the UnderwritersUnderwriter. Very truly yours, EQUITY INNS, INC. By: /s/ J. Mitchell Collins ---------------------------------- Xxxxxxxx Xxxxxxx --------------------------- J. Mitchell Collins Xxxxxxxx Xxxxxxx Executive Xxxx XxxxxxxxxVice President, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS TRUST By: /s/ J. Mitchell Collins ---------------------------------- Xxxxxxxx Xxxxxxx --------------------------- J. Mitchell Collins Xxxxxxxx Xxxxxxx Executive Xxxx XxxxxxxxxVice President, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIP, L.P. By: EQUITY INNS TRUST General Partner By: /s/ J. Mitchell Collins ----------------------------- Xxxxxxxx Xxxxxxx -------------------------- J. Mitchell Collins Execxxxxx Xxxx XxxxxdentXxxxxxxx Xxxxxxx Executive Vice President, Chief Financial Officer, Secretary, and Treasurer Confirmed as of the date first above mentioned. Citigroup Global Markets Inc. Friedman, Billings, Ramsey & Co., Inc. A.G. Edwards & Sons, Inc. Morgan Keegan & Company, Xxx. Xtifel, Nicolaxx & Xxxxxxx, Incorporated Xx: Xxxxxroup Global Markexx XxxCITIGROUP GLOBAL MARKETS INC. By: /s/ Jeffrey Horowitz ------------------------- NaxxXxxxxxx Xxxxxxxx ------------------------------ Name: Xxxxxxx Xxxowitz Xxxxxxxx Title: Managing Director For themsxxxxx xxx xx xxxresentative of the several Underwriters named in Schedule A-1 to this Agreement. SCHEDULE A-1 EQUITY INNS, INC. NUMBER OF UNDERWRITER FIRM SHARES Citigroup Global Markets Inc. 2,625,000 Friedman, Billings, Ramsey & Co., Inc. 892,500 A.G. Edwarxx & Xons, Inc. 000,000 Xxrgan Keegan & Company, Inc. 000,000 Xxxfel, Nicolaus & Company, Incorporated 000,000 ---------- 5,250,000 Total SCHEDULE A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INC. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust (the "Trust") Maryland 100% owned by Equity Inns, Inc. (the "REIT") Equity Inns Services, Inc. ("Services") Tennessee 100% owned by the REIT Equity Inns TRS Holdings, Inc. ("TRS Holdings") Tennessee 100% owned by the Partnership Equity Inns Partnership, L.P. (the "Partnership") Tennessee Approximately 97.396.8% owned by the Trust; approximately 2.73.2% owned by various limited partners Equity Inns Partnership II, L.P. Tennessee 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns/West Virginia Partnership, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing Corporation Tennessee 100% owned by the Trust EQI Financing Partnership I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the Partnership EQI Financing Corporation II Tennessee 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the Partnership JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- EQI/WV Financing Partnership, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the Partnership EQI Financing Corporation III Tennessee 100% owned by the Trust EQI Financing Partnership III, L.P. Tennessee 1% GP interest held by EQI Financing Corporation III; 99% LP interest held by the Partnership EQI Financing Corporation IV Tennessee 100% owned by the Trust EQI Financing Partnership IV, L.P. Tennessee 1% GP interest held by EQI Financing Corporation IV; 99% LP interest held by the Partnership EQI Financing Corporation V Tennessee 100% owned by the Trust EQI Financing Partnership V, L.P. Tennessee 1% GP interest held by EQI Financing Corporation V; 99% LP interest held by the Partnership EQI/WV Financing Corporation Tennessee 100% owned by the Trust EQI/WV Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI/WV Financing Corporation; 99% LP interest held by the Partnership E. Inns Orlando, Inc. Tennessee 100% owned by Services E.I.P. Orlando, L.P. Tennessee 1% GP interest held by E. Inns Orlando, Inc.; 99% LP interest held by the Partnership JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- ENN Leasing Company, Inc. Tennessee 100% owned by TRS Holdings ENN Leasing Company I, L.L.C. Delaware 100% owned by TRS Holdings ENN Leasing Company II, L.L.C. Delaware 100% owned by TRS Holdings ENN Leasing Company III, L.L.C. Delaware 100% owned by TRS Holdings ENN Leasing Company IV, L.L.C. Delaware 100% owned by TRS Holdings ENN Leasing Company V, L.L.C. Delaware 100% owned by TRS Holdings ENN KS, Inc. Kansas 100% owned by TRS Holdings ENN TRS, Inc. Tennessee 100% owned by TRS Holdings ENN TN, LLC Delaware 100% owned by TRS Holdings ENN TN I, LLC Delaware 99% owned by TRS Holdings, 1% owned by ENN TN, Inc. ENN TN II, LLC Delaware 99% owned by TRS Holdings, 1% owned by ENN TN, Inc. ENN TN IV, LLC Delaware 99% owned by TRS Holdings, 1% owned by ENN TN, Inc. ENN TN V, LLC Delaware 99% owned by TRS Holdings, 1% owned by ENN TN, Inc. EQI Tallahassee, L.P. Tennessee 1% GP interest held by EQI FL Corporation, 99% LP interest held by the Partnership EQI Tampa, L.P. Tennessee 1% GP interest held by EQI FL Corporation, 99% LP interest held by the Partnership JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- EQI Gainesville, L.P. Tennessee 1% GP interest held by EQI FL Corporation, 99% LP interest held by the Partnership XxXxxxxx Hotel Group of Tallahassee, Florida #3 Georgia 1% GP interest held by EQI FL Corporation, 99% LP interest held by the Partnership SCHEDULE A-2 SUBSIDIARIES--GOOD STANDING AND FOREIGN QUALIFICATIONS

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New YorkYork without giving effect to the choice of laws or conflict of laws principles thereof. The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company, SLC and each of the Underwriters hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, SLC and the Underwriters, or any of them, with respect to the subject matter hereof. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company and SLC, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof or thereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among between the Company, the Partnership, the Trust Company and the Underwriters. Very truly yours, EQUITY INNSSLC STUDENT LOAN TRUST 2010-1 By: SLC Student Loan Receivables I, INC. Inc., as Depositor By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Treasurer EQUITY INNS TRUST THE STUDENT LOAN CORPORATION By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Xxxxxx X. Guage Name: Xxxxxx X. Guage Title: Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIP, L.P. By: EQUITY INNS TRUST General Partner By: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, and Treasurer Officer Confirmed as of the date first above mentioned. CITIGROUP GLOBAL MARKETS INC., acting on behalf of itself and as Representative of the Underwriters By: /s/ X. Xxxxxxxxx Name: X. Xxxxxxxxx Title: Director SCHEDULE A UNDERWRITER NOTES Citigroup Global Markets Inc. Friedman, Billings, Ramsey Credit Suisse Securities (USA) LLC Xxxxxx Xxxxxxx & Co., Inc. A.G. Edwards & Sons, Inc. Morgan Keegan & Company, Xxx. Xtifel, Nicolaxx & Xxxxxxx, Co. Incorporated Xx: Xxxxxroup Global Markexx Xxx. By: /s/ Jeffrey Horowitz ------------------------- Naxx: Xxxxxxx Xxxowitz Title: Managing Director For themsxxxxx xxx xx xxxresentative of the several Underwriters named in Schedule A-1 to this Agreement. SCHEDULE A-1 EQUITY INNS, INC. NUMBER OF UNDERWRITER FIRM SHARES Citigroup Global Markets Inc. 2,625,000 Friedman, Billings, Ramsey & Co., Inc. 892,500 A.G. Edwarxx & Xons, Inc. 000,000 Xxrgan Keegan & Company, Inc. 000,000 Xxxfel, Nicolaus & Company, Incorporated 000,000 ---------- 5,250,000 Total SCHEDULE A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INC. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust (the "Trust") Maryland PRICE TO PUBLIC UNDERWRITING DISCOUNT PROCEEDS TO DEPOSITOR CONCESSION RE-ALLOWANCE Class A $624,150,000 $115,425,000 $115,425,000 100% owned by Equity Inns, Inc. (the "REIT") Equity Inns Services, Inc. ("Services") Tennessee 1000.250% owned by the REIT Equity Inns TRS Holdings, Inc. ("TRS Holdings") Tennessee 10099.750% owned by the Partnership Equity Inns Partnership, L.P. (the "Partnership") Tennessee Approximately 97.30.150% owned by the Trust; approximately 2.70.075% owned by various limited partners Equity Inns Partnership II, L.P. Tennessee 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns/West Virginia Partnership, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing Corporation Tennessee 100% owned by the Trust EQI Financing Partnership I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the Partnership EQI Financing Corporation II Tennessee 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the PartnershipSCHEDULE B

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable without reference to contracts made and to be performed within the State choice of New Yorklaw principles thereunder. This Agreement may be signed in various counterparts counterparts, which together shall constitute one and the same instrument. If signed in counterparts, this This Agreement shall not become be effective unless when, but only when, at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. The Company and the Underwriters each hereby irrevocably waive any right they may have to a trial by jury in respect to any claim based upon or arising out of this Agreement or the transactions contemplated hereby. [The remainder of this page is intentionally left blank.] Please confirm that the foregoing correctly sets forth the agreement among the Company, the Partnership, the Trust Company and the several Underwriters. Very truly yours, EQUITY INNSPINNACLE FINANCIAL PARTNERS, INC. By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins M. Xxxxx Xxxxxx Name: M. Xxxxx Xxxxxx Title: President and Chief Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS TRUST By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIP, L.P. By: EQUITY INNS TRUST General Partner By: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, and Treasurer Confirmed Officer CONFIRMED as of the date first above mentioned. Citigroup Global Markets Inc. Friedman, Billings, Ramsey & Co., Inc. A.G. Edwards & Sons, Inc. Morgan Keegan & Company, Xxx. Xtifel, Nicolaxx & Xxxxxxx, Incorporated Xx: Xxxxxroup Global Markexx Xxx. By: /s/ Jeffrey Horowitz ------------------------- Naxx: Xxxxxxx Xxxowitz Title: Managing Director For themsxxxxx xxx xx xxxresentative on behalf of the Representative and the other several Underwriters named in Schedule A-1 to this AgreementI hereto. SCHEDULE A-1 EQUITY INNSXXXXXXX XXXXX & ASSOCIATES, INC. NUMBER OF UNDERWRITER FIRM SHARES Citigroup Global Markets Inc. 2,625,000 Friedman, Billings, Ramsey By: /s/ Xxxxx X. Xxxx Authorized Representative SCHEDULE I Number Name of Underwriter Firm Shares Xxxxxxx Xxxxx & Co.Associates, Inc. 892,500 A.G. Edwarxx & Xons5,775,000 Sandler X’Xxxxx and Partners, L.P. 770,000 Sun Trust Xxxxxxxx Xxxxxxxx, Inc. 000,000 Xxrgan Keegan & Company770,000 Xxxxxxxxxx Securities, Inc. 000,000 Xxxfel385,000 Total: 7,700,000 SCHEDULE II Free Writing Prospectuses None. SCHEDULE III Pricing-Related Information Total number of Firm Shares offered: 7,700,000 shares of Common Stock Public offering price: $13.00 per Share Total number of Additional Shares the Underwriters may purchase to cover over-allotments: 1,155,000 shares of Common Stock Trade date: June 11, Nicolaus & Company2009 Settlement date: June 16, Incorporated 000,000 ---------- 5,250,000 Total 2009 Nasdaq symbol: PNFP SCHEDULE A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNSIV Officers and Directors Directors Xxxxxxx Xxxxxx-Xxxxx Xx X. Xxxxxxx, INCXx. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust (the "Trust") Maryland 100% owned by Equity InnsXxxx X. Xxxxxx Xxxxx X. Xxxxx, Inc. (the "REIT") Equity Inns ServicesIII M. Xxxxx Xxxxxx Xxx X. Xxxxxxxx Xxxxxx Xxxxxx Bone Xxxxxxx X. Xxxxx Xxxx X. Xxxxxxx Xxxx X. Xxxxx Xxxxx X. Xxxx Xxxxxxx X. Xxxxxxxxxx, Inc. ("Services") Tennessee 100% owned by the REIT Equity Inns TRS HoldingsXX Xxxxxx X. XxXxxx, Inc. ("TRS Holdings") Tennessee 100% owned by the Partnership Equity Inns Partnership, L.P. (the "Partnership") Tennessee Approximately 97.3% owned by the Trust; approximately 2.7% owned by various limited partners Equity Inns Partnership II, L.P. Tennessee 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns/West Virginia Partnership, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing Corporation Tennessee 100% owned by the Trust EQI Financing Partnership I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the Partnership EQI Financing Corporation II Tennessee 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the PartnershipXx. Xxxxx Xxxxx Xxx X. Xxxxxxxxxx Xx. Xxxxx X. Riley

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New YorkYork without giving effect to the choice of laws or conflict of laws principles thereof. The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company, SLC and each of the Underwriters hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, SLC and the Underwriters, or any of them, with respect to the subject matter hereof. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company and SLC, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof or thereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among between the Company, the Partnership, the Trust Company and the UnderwritersUnderwriter. Very truly yours, EQUITY INNSSLC STUDENT LOAN TRUST 2008-2 By: SLC Student Loan Receivables I, INC. Inc., as Depositor By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Treasurer EQUITY INNS TRUST THE STUDENT LOAN CORPORATION By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIP, L.P. By: EQUITY INNS TRUST General Partner By: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, and Treasurer Officer Confirmed as of the date first above mentioned. CITIGROUP GLOBAL MARKETS INC., acting on behalf of itself and as Representative of the Underwriters By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Director SCHEDULE A NOTES* UNDERWRITER PRICE TO PUBLIC UNDERWRITING DISCOUNT PROCEEDS TO DEPOSITOR CONCESSION REALLOWANCE Citigroup Global Markets Inc. Friedman, Billings, Ramsey & Co.RBS Greenwich Capital Markets, Inc. A.G. Edwards Xxxxxxx Lynch, Pierce, Xxxxxx & SonsXxxxx Incorporated Class A-1 $507,750,000 $84,625,000 $84,625,000 100% 0.135% 99.865% 0.0810% 0.0405% Class A-2 $534,750,000 $89,125,000 $89,125,000 100% 0.160% 99.840% 0.0960% 0.0480% Class A-3 $216,750,000 $36,125,000 $36,125,000 100% 0.170% 99.830% 0.1020% 0.0510% Class A-4 $235,977,000 $39,329,000 $39,329,000 100% 0.186% 99.814% 0.1116% 0.0558% Class B $46,023,000 $7,671,000 $7,671,000 100% 0.255% 99.745% 0.1530% 0.0765% Total $1,541,250,000 $256,875,000 $256,875,000 $2,055,000,000 $3,287,752 $2,051,712,248 *It is expected that on the Closing Date, Inc. Morgan Keegan & Company, Xxx. Xtifel, Nicolaxx & Xxxxxxx, Incorporated Xx: Xxxxxroup Global Markexx Xxx. By: /s/ Jeffrey Horowitz ------------------------- Naxx: Xxxxxxx Xxxowitz Title: Managing Director For themsxxxxx xxx xx xxxresentative the Depositor or an affiliate of the several Underwriters named in Schedule A-1 Depositor will purchase some or all of the Class B Notes. The underwriting discount for any Class B Notes purchased by the Depositor or an affiliate of the Depositor will be 0.102, with no selling concession or reallowance, and the proceeds to this Agreementthe Depositor will be adjusted accordingly. SCHEDULE A-1 EQUITY INNS, INC. NUMBER OF UNDERWRITER FIRM SHARES Citigroup Global Markets Inc. 2,625,000 Friedman, Billings, Ramsey & Co., Inc. 892,500 A.G. Edwarxx & Xons, Inc. 000,000 Xxrgan Keegan & Company, Inc. 000,000 Xxxfel, Nicolaus & Company, Incorporated 000,000 ---------- 5,250,000 Total SCHEDULE A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INC. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust (the "Trust") Maryland 100% owned by Equity Inns, Inc. (the "REIT") Equity Inns Services, Inc. ("Services") Tennessee 100% owned by the REIT Equity Inns TRS Holdings, Inc. ("TRS Holdings") Tennessee 100% owned by the Partnership Equity Inns Partnership, L.P. (the "Partnership") Tennessee Approximately 97.3% owned by the Trust; approximately 2.7% owned by various limited partners Equity Inns Partnership II, L.P. Tennessee 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns/West Virginia Partnership, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing Corporation Tennessee 100% owned by the Trust EQI Financing Partnership I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the Partnership EQI Financing Corporation II Tennessee 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the PartnershipB

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New YorkYork without giving effect to the choice of laws or conflict of laws principles thereof, except New York General Obligations Law Sections 5-1401 and 5-1402. The Issuer hereby submits to the non exclusive jurisdiction of the federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof or thereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among between the Company, the Partnership, the Trust Issuer and the Underwriters. Very truly yours, EQUITY INNS, INC. COLLEGE LOAN CORPORATION TRUST I By: COLLEGE LOAN CORPORATION, as Issuer Administrator By /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS TRUST By: Xxxx Title Vice President of Capital Markets COLLEGE LOAN CORPORATION By /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIP, L.P. By: EQUITY INNS TRUST General Partner By: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, and Treasurer Title Vice President of Capital Markets Confirmed as of the date first above mentioned. UBS SECURITIES LLC /s/ Xxxx Xxxxxxx Title Managing Director CITIGROUP GLOBAL MARKETS INC. By /s/ Xxxx X. Xxx Title Director XXXXXXX, XXXXX & CO. /s/ Xxxxxxx, Xxxxx & Co. (Xxxxxxx, Xxxxx & Co.) UBS SECURITIES LLC By /s/ Xxxxxx Xxxxxxx Title Director X.X. XXXXXX SECURITIES INC. By Xxxxxxx X. Xxxxx Title Vice President SCHEDULE A Series 2006-1 Notes UBS Securities LLC Citigroup Global Markets Inc. Friedman, Billings, Ramsey & Co., Inc. A.G. Edwards & Sons, Inc. Morgan Keegan & Company, Xxx. Xtifel, Nicolaxx & Xxxxxxx, Incorporated Xx: Xxxxxroup Global Markexx Xxx. By: /s/ Jeffrey Horowitz ------------------------- Naxx: Xxxxxxx Xxxowitz Title: Managing Director For themsxxxxx xxx xx xxxresentative Xxxxx & Co. X.X. Xxxxxx Securities Total Class A-1 $29,412,000 $29,412,000 $29,412,000 $11,764,000 $100,000,000 Class A-2 -0- 88,236,000 88,236,000 23,528,000 200,000,000 Class A-3 151,471,800 63,235,800 8,235,800 37,056,600 260,000,000 Class A-4 57,353,400 57,353,400 57,353,400 22,939,800 195,000,000 Class A-5 88,236,000 88,236,000 88,236,000 35,292,000 300,000,000 Class A-6 82,353,600 82,353,600 82,353,600 32,939,200 280,000,000 Class A-IO 17,301,396 17,301,396 17,301,396 6,920,088 58,824,276 (1) Class B -0- -0- 55,000,000 -0- 55,000,000 Total $426,128,196 $426,128,196 $426,128,196 $170,439,688 $1,448,824,276 (1) The Notional Amount of the several Underwriters named in Schedule A-1 to this AgreementClass A-IO Notes is $280,000,000. SCHEDULE A-1 EQUITY INNS, INC. NUMBER OF UNDERWRITER FIRM SHARES Citigroup Global Markets Inc. 2,625,000 Friedman, Billings, Ramsey & Co., Inc. 892,500 A.G. Edwarxx & Xons, Inc. 000,000 Xxrgan Keegan & Company, Inc. 000,000 Xxxfel, Nicolaus & Company, Incorporated 000,000 ---------- 5,250,000 Total SCHEDULE A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INC. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust (B Terms of the "Trust") Maryland 100% owned by Equity Inns, Inc. (the "REIT") Equity Inns Services, Inc. ("Services") Tennessee 100% owned by the REIT Equity Inns TRS Holdings, Inc. ("TRS Holdings") Tennessee 100% owned by the Partnership Equity Inns Partnership, L.P. (the "Partnership") Tennessee Approximately 97.3% owned by the Trust; approximately 2.7% owned by various limited partners Equity Inns Partnership II, L.P. Tennessee 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns/West Virginia Partnership, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing Corporation Tennessee 100% owned by the Trust EQI Financing Partnership I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the Partnership EQI Financing Corporation II Tennessee 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the PartnershipSeries 2006-1 Notes

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New YorkYork without giving effect to the choice of laws or conflict of laws principles thereof. The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof or thereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among between the Company, the Partnership, the Trust Company and the UnderwritersUnderwriter. Very truly yours, EQUITY INNSSLC PRIVATE CREDIT STUDENT LOAN TRUST 2006-A By: SLC Student Loan Receivables I, INC. Inc., as Depositor By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Treasurer EQUITY INNS TRUST THE STUDENT LOAN CORPORATION By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIP, L.P. ByXxxxxxx Xxxxxxxx Name: EQUITY INNS TRUST General Partner ByXxxxxxx Xxxxxxxx Title: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, Vice President and Treasurer Confirmed as of the date first above mentioned. CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Authorized Signatory XXXXXXX, SACHS & CO. By: /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: Managing Director SCHEDULE A NOTES UNDERWRITER PRICE TO PUBLIC UNDERWRITING DISCOUNT PROCEEDS TO DEPOSITOR Citigroup Global Markets Inc. Friedman, Billings, Ramsey Xxxxxxx Xxxxx & Co., Inc. A.G. Edwards & Sons, Inc. Morgan Keegan & Company, Xxx. Xtifel, Nicolaxx & Co. Xxxxxxx, Incorporated Xx: Xxxxxroup Global Markexx Xxx. By: /s/ Jeffrey Horowitz ------------------------- Naxx: Xxxxxxx Xxxowitz Title: Managing Director For themsxxxxx xxx xx xxxresentative of the several Underwriters named in Schedule Xxxxx & Co. Class A-1 to this Agreement. SCHEDULE A-1 EQUITY INNS, INC. NUMBER OF UNDERWRITER FIRM SHARES Citigroup Global Markets Inc. 2,625,000 Friedman, Billings, Ramsey & Co., Inc. 892,500 A.G. Edwarxx & Xons, Inc. 000,000 Xxrgan Keegan & Company, Inc. 000,000 Xxxfel, Nicolaus & Company, Incorporated 000,000 ---------- 5,250,000 Total SCHEDULE A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INC. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust (the "Trust") Maryland $225,400,000 $225,400,000 $ 39,200,000 100% owned by Equity Inns, Inc. (the "REIT") Equity Inns Services, Inc. ("Services") Tennessee 0.130% 99.870% Class A-2 $171,580,000 $171,580,000 $ 29,840,000 100% owned by the REIT Equity Inns TRS Holdings, Inc. ("TRS Holdings") Tennessee 0.200% 99.800% Class A-3 $195,500,000 $195,500,000 $ 34,000,000 100% owned by the Partnership Equity Inns Partnership, L.P. (the "Partnership") Tennessee Approximately 97.30.250% owned by the Trust; approximately 2.799.750% owned by various limited partners Equity Inns Partnership II, L.P. Tennessee 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns/West Virginia Partnership, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing Corporation Tennessee Class A-4 $322,000,000 $322,000,000 $ 56,000,000 100% owned by the Trust EQI Financing Partnership I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 990.300% LP interest held by the Partnership EQI Financing Corporation II Tennessee 99.700% Class A-5 $332,624,000 $332,624,000 $ 57,847,000 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 10.355% GP interest held by EQI Financing Corporation II; 9999.645% LP interest held by the PartnershipClass B $ 59,721,000 $ 59,720,000 $ 10,386,000 100% 0.400% 99.600% Class C $ 98,363,000 $ 98,363,000 $ 17,107,000 100% 0.580% 99.420%

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which that together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. [Signature Pages Follow] Please confirm that the foregoing correctly sets forth the agreement among the Company, the Partnership, the Trust Issuers and the Underwriters. Very truly yours, EQUITY INNS, INC. By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS TRUST By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIPPLAINS ALL AMERICAN PIPELINE, L.P. By: EQUITY INNS TRUST PAA GP LLC its General Partner By: PLAINS AAP, L.P. its Sole Member By: PLAINS ALL AMERICAN GP LLC its General Partner By: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, Xxxxxxx Xxxxxxxxx-Xxxxx Name: Xxxxxxx Xxxxxxxxx-Xxxxx Title: Vice President and Treasurer Confirmed PAA FINANCE CORP. By: /s/ Xxxxxxx Xxxxxxxxx-Xxxxx Name: Xxxxxxx Xxxxxxxxx-Xxxxx Title: Vice President and Treasurer PAA Signature Page to Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date first above mentionedwritten. Citigroup Global Markets X.X. Xxxxxx Securities LLC Barclays Capital Inc. FriedmanBNP Paribas Securities Corp. Xxxxxxx Lynch, BillingsPierce, Ramsey Xxxxxx & Co., Xxxxx Incorporated As Representatives of the several Underwriters By: X.X. Xxxxxx Securities LLC By: Barclays Capital Inc. A.G. Edwards & Sons, Inc. Morgan Keegan & Company, Xxx. Xtifel, Nicolaxx & Xxxxxxx, Incorporated Xx: Xxxxxroup Global Markexx Xxx. By: /s/ Jeffrey Horowitz ------------------------- NaxxSom Xxxxxxxxxxxxx By: /s/ Xxxxxxx X. Xxxx Name: Som Xxxxxxxxxxxxx Name: Xxxxxxx Xxxowitz X. Xxxx Title: Vice President Title: Managing Director For themsxxxxx xxx xx xxxresentative By: BNP Paribas Securities Corp. By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxxx Xxxxx By: /s/ Xxxxx Xxxxxx Name: Xxxx Xxxxx Name: Xxxxx Xxxxxx Title: Managing Director Title: Managing Director Underwriters’ Signature Page to Underwriting Agreement SCHEDULE I Underwriters Principal Amount of the several Underwriters named in Schedule A-1 Notes to this Agreement. SCHEDULE A-1 EQUITY INNSbe Purchased X.X. Xxxxxx Securities LLC $ 112,500,000 Barclays Capital Inc. 112,500,000 BNP Paribas Securities Corp. 112,500,000 Xxxxxxx Lynch, INC. NUMBER OF UNDERWRITER FIRM SHARES Citigroup Global Markets Inc. 2,625,000 FriedmanPierce, Billings, Ramsey Xxxxxx & Co.Xxxxx Incorporated 112,500,000 DNB Markets, Inc. 892,500 A.G. Edwarxx & Xons60,000,000 Mizuho Securities USA Inc. 60,000,000 BBVA Securities Inc. 37,500,000 SMBC Nikko Securities America, Inc. 000,000 Xxrgan Keegan & Company37,500,000 BMO Capital Markets Corp. 15,000,000 CIBC World Markets Corp. 15,000,000 Fifth Third Securities, Inc. 000,000 Xxxfel15,000,000 ING Financial Markets LLC 15,000,000 Regions Securities LLC 15,000,000 SG Americas Securities, Nicolaus & Company, Incorporated 000,000 ---------- 5,250,000 Total SCHEDULE A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INC. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust (the "Trust") Maryland 100% owned by Equity InnsLLC 15,000,000 U.S. Bancorp Investments, Inc. (the "REIT") Equity Inns Services15,000,000 Total $ 750,000,000 Schedule I to Underwriting Agreement SCHEDULE II Filed Pursuant to Rule 433 Registration No. 333-184137 September 2, Inc. ("Services") Tennessee 1002014 Final Term Sheet $750,000,000 3.60% owned by the REIT Equity Inns TRS Holdings, Inc. ("TRS Holdings") Tennessee 100% owned by the Partnership Equity Inns PartnershipSenior Notes due 2024 Issuers: Plains All American Pipeline, L.P. (the "Partnership") Tennessee Approximately 97.3% owned by the Trust; approximately 2.7% owned by various limited partners Equity Inns Partnership II, L.P. Tennessee 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns/West Virginia Partnership, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing Corporation Tennessee 100% owned by the Trust EQI Financing Partnership I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the Partnership EQI Financing Corporation II Tennessee 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the Partnershipand PAA Finance Corp.

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable without reference to contracts made and to be performed within the State choice of New Yorklaw principles thereunder. This Agreement may be signed in various counterparts counterparts, which together shall constitute one and the same instrument. If signed in counterparts, this This Agreement shall not become be effective unless when, but only when, at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. The Company and the Underwriters each hereby irrevocably waive any right they may have to a trial by jury in respect to any claim based upon or arising out of this Agreement or the transactions contemplated hereby. (Signature Page Follows) Please confirm that the foregoing correctly sets forth the agreement among the Company, the Partnership, the Trust Company and the several Underwriters. Very truly yours, EQUITY INNS, INC. CARDINAL FINANCIAL CORPORATION By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Chairman and Chief Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS TRUST By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIP, L.P. By: EQUITY INNS TRUST General Partner By: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, and Treasurer Confirmed Officer CONFIRMED as of the date first above mentioned. Citigroup Global Markets Inc. Friedman, Billings, Ramsey & Co., Inc. A.G. Edwards & Sons, Inc. Morgan Keegan & Company, Xxx. Xtifel, Nicolaxx & Xxxxxxx, Incorporated Xx: Xxxxxroup Global Markexx Xxx. By: /s/ Jeffrey Horowitz ------------------------- Naxx: Xxxxxxx Xxxowitz Title: Managing Director For themsxxxxx xxx xx xxxresentative on behalf of the Representative and the other several Underwriters named in Schedule A-1 to this Agreement. SCHEDULE A-1 EQUITY INNSI hereto XXXXXXX XXXXX & ASSOCIATES, INC. NUMBER OF UNDERWRITER FIRM SHARES Citigroup Global Markets Inc. 2,625,000 Friedman, Billings, Ramsey By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Managing Director Underwriting Agreement—Cardinal Financial Corporation SCHEDULE I Number Name Firm Shares Xxxxxxx Xxxxx & Co.Associates, Inc. 892,500 A.G. Edwarxx 3,400,000 Sandler X’Xxxxx & XonsPartners, Inc. 000,000 Xxrgan Keegan L.P. 400,000 Xxxxxxxxx & CompanyCompany LLC 200,000 Total: 4,000,000 SCHEDULE II Information and Free Writing Prospectuses included in the Time of Sale Information Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Statement No. 333-157183 May 21, Inc. 000,000 Xxxfel, Nicolaus & Company, Incorporated 000,000 ---------- 5,250,000 Total SCHEDULE A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INC. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust 2009 Term Sheet Cardinal Financial Corporation 4,000,000 Shares of Common Stock Issuer: Cardinal Financial Corporation (the "Trust"“Company”) Maryland 100% owned by Equity InnsExchange/Symbol: Nasdaq Global Select Market/CFNL Security: Common stock, Inc. par value $1.00 per share Offering: 4,000,000 shares of common stock Option to purchase additional shares: 600,000 additional shares of common stock Shares outstanding after the offering: 28,303,133 shares (28,903,133 shares if the "REIT"option to purchase additional shares is exercised in full)(1) Equity Inns ServicesPublic Offering Price: $7.75 Trade date: May 21, Inc. 2009 Settlement and delivery date: May 27, 2009 Underwriting discounts and commissions: $0.465 per share; $1.86 million total ("Services") Tennessee 100% owned by the REIT Equity Inns TRS Holdings, Inc. ("TRS Holdings") Tennessee 100% owned by the Partnership Equity Inns Partnership, L.P. (the "Partnership") Tennessee Approximately 97.3% owned by the Trust; approximately 2.7% owned by various limited partners Equity Inns Partnership II, L.P. Tennessee 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns/West Virginia Partnership, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing Corporation Tennessee 100% owned by the Trust EQI Financing Partnership I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the Partnership EQI Financing Corporation II Tennessee 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the Partnership$2.14 million if option to purchase additional shares is

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the CompanyFund, the PartnershipAdviser, the Trust Sub-Adviser and the several Underwriters. Very truly yours, EQUITY INNS, NEUBERGER BERMAN REAL ESTATE INCOME FUND INC. ByBy:/s/Peter E. Sundman ------------------- Title: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Chief Executive Xxxx XxxxxxxxxOfficer NEUBERGER BERMAN MANAGEMENT INC. By:/s/Peter E. Sundman ------------------- Title: President NEUBERGER BERMAN, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS TRUST ByLLC By:/s/Peter E. Sundman ------------------- Title: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIP, L.P. By: EQUITY INNS TRUST General Partner By: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, and Treasurer Vice President Confirmed as of the date first above mentionedwritten on behalf of themselves and the other several Under- writers named in Schedule I hereto. Citigroup Global Markets Inc. FriedmanAS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS A.G. EDWARDS & SONS, Billings, Ramsey & Co., Inc. INC. Xx: /x/ Michael D. Bluhm ------------------------ Name: Michael Bluhm Title: Xxxx Xxxxxxxnt SCHEDULE I Underwriter Number of Shares ----------- ---------------- A.G. Edwards & Sons, Inc. 925,000 Robert W. Baird & Co. Incorporatxx 190,000 BB&T Capital Markets, 190,000 A division of Scott and Stringfellow, Inc. CIBX Xxxld Maxxxxx Xxxx. 190,000 Ferris, Baker Watts, Incorporatex 190,000 Fidelity Capital Markets, 190,000 A division of National Financial Services LLC J.J.B. Hilliard, W.L. Lyons, Inc. 190,000 Janney Montgomery Scott LLC 190,000 Legg Mason Wood Walker, Incorporxxxx 190,000 McDonald Investments Inc., a KeyCorp Company 190,000 Raymond James & Associates, Inc. 190,000 Stifel, Nicolaus & Company, Incoxxxxxxxx 190,000 U.S. Bancorp Piper Jaffray Inc. 190,000 Wells Fargo Securities, LLC 190,000 Deutsche Bank Securities Inc. 70,000 Prudential Securities Incorporated 70,000 RBC Dain Rauscher Inc. 70,000 Wachovia Securities, Inc. 70,000 0 Advest, Inc. 35,000 William Blair & Company, L.L.C. 35,000 Crowell, Weedon & Co. 35,000 Davenport & Company LLC 35,000 D.A. Davidson & Co. Inc. 35,000 Howe Barnes Investments, Inc. 35,000 Johnston, Lemon & Co. Incorporatxx 35,000 Morgan Keegan & Company, Xxx. Xtifel, Nicolaxx & Xxxxxxx, Incorporated Xx: Xxxxxroup Global Markexx Xxx. By: /s/ Jeffrey Horowitz ------------------------- Naxx: Xxxxxxx Xxxowitz Title: Managing Director For themsxxxxx xxx xx xxxresentative of the several Underwriters named in Schedule A-1 to this Agreement. SCHEDULE A-1 EQUITY INNS, INC. NUMBER OF UNDERWRITER FIRM SHARES Citigroup Global Markets Inc. 2,625,000 Friedman, Billings, Ramsey & Co.35,000 NatCity Investments, Inc. 892,500 A.G. Edwarxx 35,000 Parker/Hunter Incorporated 35,000 The Seidler Companies Incorporated 35,000 Stephens Inc. 35,000 Sterne, Agee & XonsLeach, Inc. 000,000 Xxrgan Keegan & Company, Inc. 000,000 Xxxfel, Nicolaus & Company, Incorporated 000,000 ---------- 5,250,000 Total SCHEDULE A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INC. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust (the "Trust") Maryland 100% owned by Equity Inns, Inc. (the "REIT") Equity Inns 35,000 TD Waterhouse Investor Services, Inc. ("Services") Tennessee 100% owned by the REIT Equity Inns TRS Holdings, 35,000 Wedbush Morgan Securities Inc. ("TRS Holdings") Tennessee 100% owned by the Partnership Equity Inns Partnership, L.P. (the "Partnership") Tennessee Approximately 97.3% owned by the Trust; approximately 2.7% owned by various limited partners Equity Inns Partnership II, L.P. Tennessee 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns/West Virginia Partnership, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing Corporation Tennessee 100% owned by the Trust EQI Financing Partnership I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the Partnership EQI Financing Corporation II Tennessee 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the Partnership35,000 Total 4,200,000 ===== ========= EXHIBIT A FORM OF KIRKPATRICK & LOCKHART OPINION

Applicable Law; Counterparts. This Agreement shall will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New YorkYork without giving effect to choice of laws or conflict of laws principles thereof. This Agreement may be signed executed in various counterparts any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together constitute but one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Company, the Partnership, the Trust between National Collegiate Funding and the Underwriters. Very truly yours, EQUITY INNSTHE NATIONAL COLLEGIATE FUNDING LLC By: GATE Holdings, INC. Inc., as sole Member By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS TRUST By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive X. Xxxxxx Name:Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIP, L.P. By: EQUITY INNS TRUST General Partner By: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, and Treasurer X. Xxxxxx Title:Vice President Confirmed as of the date first above mentioned. Citigroup Global Markets Inc. Friedman, Billings, Ramsey & Co., Inc. A.G. Edwards & Sons, Inc. Morgan Keegan & Company, Xxx. Xtifel, Nicolaxx & Xxxxxxx, Incorporated Xx: Xxxxxroup Global Markexx Xxx. CREDIT SUISSE SECURITIES (USA) LLC acting on behalf of itself and as Representative of the Underwriters By: /s/ Jeffrey Horowitz ------------------------- Naxx: Xxxxxxx Xxxowitz Xxxxxxxx Xxxxx Name:Xxxxxxxx Xxxxx Title: :Managing Director For themsxxxxx xxx xx xxxresentative DEUTSCHE BANK SECURITIES INC. acting on behalf of itself and as Representative of the several Underwriters named in Schedule By: /s/ Xxxx Xxxxxxxx Name:Xxxx Xxxxxxxx Title:Managing Director By: /s/ Xxxxx Xxxxxxxx Xxxx Name:Xxxxx Xxxxxxxx Xxxx Title:Vice President Accepted and Agreed as to Section 6: THE FIRST MARBLEHEAD CORPORATION By: /s/ Xxxx X. Xxxxxx Name: Title:Executive Vice President SCHEDULE A Class A-1 to this Agreement. SCHEDULE A-1 EQUITY INNS, INC. NUMBER OF UNDERWRITER FIRM SHARES Citigroup Global Markets Notes Class A-2 Notes Class A-3 Notes Class A-4 Notes Class A-IO Notes (notional amount) Class B Notes Class C Notes Total Credit Suisse $77,908,000 $56,982,000 $42,808,000 $69,503,000 50 % $12,259,000 $16,605,000 $276,065,000 Securities (USA) LLC Deutsche Bank $43,704,000 $31,966,000 $24,014,000 $38,989,000 50 % $6,877,000 $9,315,000 $154,865,000 Securities Inc. 2,625,000 Friedman, Billings, Ramsey & Co.X.X. Xxxxxx $34,204,000 $25,016,000 $18,794,000 $30,514,000 0 % $5,382,000 $7,290,000 $121,200,000 Securities Inc. Greenwich Capital $34,204,000 $25,016,000 $18,794,000 $30,514,000 0 % $5,382,000 $7,290,000 $121,200,000 Markets, Inc. 892,500 A.G. Edwarxx & Xons, Inc. 000,000 Xxrgan Keegan & Company, Inc. 000,000 Xxxfel, Nicolaus & Company, Incorporated 000,000 ---------- 5,250,000 Total SCHEDULE $190,020,000 $138,980,000 $104,410,000 $169,520,000 100 % $29,900,000 $40,500,000 $673,330,000 Class A-1 Notes Class A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INC. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust (the "Trust") Maryland 100Notes Class A-3 Notes Class A-4 Notes Class A-IO Notes Class B Notes Class C Notes Price to Public 100.00000% owned by Equity Inns, Inc. (the "REIT") Equity Inns Services, Inc. ("Services") Tennessee 100100.00000% owned by the REIT Equity Inns TRS Holdings, Inc. ("TRS Holdings") Tennessee 100100.00000% owned by the Partnership Equity Inns Partnership, L.P. (the "Partnership") Tennessee Approximately 97.3100.00000% owned by the Trust; approximately 2.726.31494% owned by various limited partners Equity Inns Partnership II, L.P. Tennessee 1100.00000% GP interest held by the Trust; 99100.00000% LP interest held by the Partnership Equity Inns/West Virginia Partnership, L.P. Tennessee 1Discounts and Commissions 0.230% GP interest held by Services; 990.260% LP interest held by the Partnership EQI Financing Corporation Tennessee 1000.300% owned by 0.330% 0.171% 0.390% 0.420% Proceeds to the Trust EQI Financing Partnership I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 9999.77000% LP interest held by the Partnership EQI Financing Corporation II Tennessee 10099.74000% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 199.70000% GP interest held by EQI Financing Corporation II; 9999.67000% LP interest held by the Partnership26.14394% 99.61000% 99.58000% Total $707,973,766 SCHEDULE B List of Servicing Agreements

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable without reference to contracts made and to be performed within the State choice of New Yorklaw principles thereunder. This Agreement may be signed in various counterparts counterparts, which together shall constitute one and the same instrument. If signed in counterparts, this This Agreement shall not become be effective unless when, but only when, at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. The Trust, the Company and the Underwriters each hereby irrevocably waive any right they may have to a trial by jury in respect to any claim based upon or arising out of this Agreement or the transactions contemplated hereby. Please confirm that the foregoing correctly sets forth the agreement among the Company, the Partnership, the Trust and the several Underwriters. Very truly yours, EQUITY INNS, INC. ECA MARCELLUS TRUST I By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx XxxxxxxxxThe Bank of New York Mellon Trust Company, Chief Financial OfficerN.A., Secretary, and Treasurer EQUITY INNS TRUST as Trustee By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Xxxxxxx X. Xxxxxx Title: ENERGY CORPORATION OF AMERICA Xxxx Xxxx President and Chief Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIP, L.P. By: EQUITY INNS TRUST General Partner By: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, and Treasurer Confirmed Officer CONFIRMED as of the date first above mentioned. Citigroup Global Markets Inc. Friedman, Billings, Ramsey & Co., Inc. A.G. Edwards & Sons, Inc. Morgan Keegan & Company, Xxx. Xtifel, Nicolaxx & Xxxxxxx, Incorporated Xx: Xxxxxroup Global Markexx Xxx. By: /s/ Jeffrey Horowitz ------------------------- Naxx: Xxxxxxx Xxxowitz Title: Managing Director For themsxxxxx xxx xx xxxresentative on behalf of the Representatives and the other several Underwriters named in Schedule A-1 to this AgreementI hereto. SCHEDULE A-1 EQUITY INNSXXXXXXX XXXXX & ASSOCIATES, INC. NUMBER OF UNDERWRITER FIRM SHARES By: Name: Authorized Representative CITIGROUP GLOBAL MARKETS INC. By: Name: Authorized Representative 42 SCHEDULE I Number Name Firm Units Xxxxxxx Xxxxx & Associates, Inc. Citigroup Global Markets Inc. 2,625,000 FriedmanXxxxxxxxxxx & Co. Inc. RBC Capital Markets Corporation Xxxxxx X. Xxxxx & Co. Total 8,802,500 SCHEDULE II Free Writing Prospectuses None. SCHEDULE III Information Included in “Time of Sale Information” Public offering price: $[____] per Common Unit Number of Firm Units: 8,802,500 SCHEDULE IV Persons Delivering Lock-up Agreements W. Xxxxxx Xxxxxxxx, BillingsIII Xxxxx Xxxxxxx Xxxx Xxxxxxx Xxxxx X. Xxxxx Xxxxxx Xxx X.X. Xxxxxx Xxxx X. Xxxxxx Xxxxx Xxxxxxx Xxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxxx J. Xxxxxxx Xxxxxx Xxxx Xxx Xxxxxx X. Xxxxxxx Xxx Xxxxxx Xxxxx Xxxxx Xxxx Xxxxxx X.X. XxXxxxxxxx III Xxxxx XxXxxxx Xxxx Xxxx Xxxxx X. Xxxx Xxxx X. Xxxx Xxxxxx X. Xxxxxxx, Ramsey Xx. Xxxxxx X’Xxxxxx Xxx X. Xxxxx Xxxx Xxxxxxxx Xxxxx Xxxxxxxx Xxxx Xxxxxx Xxxx Xxxxxxxx Xxxxxx X. Xxxxxx Xxx Xxxxxxx EXHIBIT A FORM OF OPINION OF XXXXXX & Co., Inc. 892,500 A.G. Edwarxx & Xons, Inc. 000,000 Xxrgan Keegan & Company, Inc. 000,000 Xxxfel, Nicolaus & Company, Incorporated 000,000 ---------- 5,250,000 Total SCHEDULE A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INC. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust (the "Trust") Maryland 100% owned by Equity Inns, Inc. (the "REIT") Equity Inns Services, Inc. ("Services") Tennessee 100% owned by the REIT Equity Inns TRS Holdings, Inc. ("TRS Holdings") Tennessee 100% owned by the Partnership Equity Inns Partnership, L.P. (the "Partnership") Tennessee Approximately 97.3% owned by the Trust; approximately 2.7% owned by various limited partners Equity Inns Partnership II, L.P. Tennessee 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns/West Virginia Partnership, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing Corporation Tennessee 100% owned by the Trust EQI Financing Partnership I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the Partnership EQI Financing Corporation II Tennessee 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the PartnershipXXXXXX L.L.P.

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New YorkYork without giving effect to the choice of laws or conflict of laws principles thereof. The Depositor, Servicing Contractor and Greystone Inc. hereby submit to the non exclusive jurisdiction of the federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof or thereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Company, the Partnership, the Trust and the Underwritersparties hereto. Very truly yours, EQUITY INNSGCO ELF LLC By Name: Xxxxxxx X. Xxxxxxxxxx Title: Vice President GREYSTONE & CO., INC. ByBy Name: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS TRUST ByXxxxxxx X. Xxxxxxxxxx Title: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIP, L.P. ByVice President GCO EDUCATION LOAN FUNDING CORP. By Name: EQUITY INNS TRUST General Partner ByXxxxxxx X. Xxxxxxxxxx Title: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, and Treasurer Vice President Confirmed as of the date first above mentioned. CITIGROUP GLOBAL MARKETS INC., acting on behalf of itself and as Representative of the Underwriters By Name: Title: SCHEDULE A Notes Citigroup Global Markets Inc. Friedman, Billings, Ramsey & Co., ABN AMRO Incorporated Banc of America Securities LLC RBC Capital Markets* Total Class A-7L $ 56,250,000 $ 4,500,000 $ 11,250,000 $ 18,000,000 $ 90,000,000 Class A-8L $ 232,500,000 $ 18,600,000 $ 46,500,000 $ 74,400,000 $ 372,000,000 Class A-9L $ 89,375,000 $ 7,150,000 $ 17,875,000 $ 28,600,000 $ 143,000,000 Class A-10L $ 146,250,000 $ 11,700,000 $ 29,250,000 $ 46,800,000 $ 234,000,000 Class A-11L $ 189,750,000 $ 15,180,000 $ 37,950,000 $ 60,720,000 $ 303,600,000 Total: $ 714,125,000 $ 57,130,000 $ 142,825,000 $ 228,520,000 $ 1,142,600,000 *RBC Xxxx Xxxxxxxx d/b/a/ RBC Capital Markets. RBC Capital Markets is the trade name under which RBC Xxxx Xxxxxxxx Inc. A.G. Edwards & Sons, Inc. Morgan Keegan & Company, Xxxwill be performing underwriting services in connection with the Bonds. Xtifel, Nicolaxx & Xxxxxxx, Incorporated Xx: Xxxxxroup Global Markexx Xxx. By: /s/ Jeffrey Horowitz ------------------------- Naxx: Xxxxxxx Xxxowitz Title: Managing Director For themsxxxxx xxx xx xxxresentative SCHEDULE B Terms of the several Underwriters named in Schedule A-1 Notes Class Interest Rate Final Maturity Date Price to this Agreement. SCHEDULE A-1 EQUITY INNSPublic Underwriting Discount Proceeds to Trust Class A-7L 3-month LIBOR plus 0.03% May 22, INC. NUMBER OF UNDERWRITER FIRM SHARES Citigroup Global Markets Inc. 2,625,000 Friedman2022 100 % 0.35 % $ 89,685,000 Class A-8L 3-month LIBOR plus 0.13% May 25, Billings2025 100 % 0.35 % $ 370,698,000 Class A-9L 3-month LIBOR plus 0.16% May 25, Ramsey & Co.2026 100 % 0.35 % $ 142,499.500 Class A-10L 3-month LIBOR plus 0.19% February 27, Inc. 892,500 A.G. Edwarxx & Xons2028 100 % 0.35 % $ 233,181,000 Class A-11L 3-month LIBOR plus 0.23% May 25, Inc. 000,000 Xxrgan Keegan & Company, Inc. 000,000 Xxxfel, Nicolaus & Company, Incorporated 000,000 ---------- 5,250,000 2036 100 % 0.35 % $ 302,537,400 Total SCHEDULE A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INC. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust (the "Trust") Maryland 100% owned by Equity Inns, Inc. (the "REIT") Equity Inns Services, Inc. ("Services") Tennessee 100% owned by the REIT Equity Inns TRS Holdings, Inc. ("TRS Holdings") Tennessee 100% owned by the Partnership Equity Inns Partnership, L.P. (the "Partnership") Tennessee Approximately 97.3% owned by the Trust; approximately 2.7% owned by various limited partners Equity Inns Partnership II, L.P. Tennessee 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns/West Virginia Partnership, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing Corporation Tennessee 100% owned by the Trust EQI Financing Partnership I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the Partnership EQI Financing Corporation II Tennessee 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the Partnership$ 1,138,600,900

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable without reference to contracts made and to be performed within the State choice of New Yorklaw principles thereunder. This Agreement may be signed in various counterparts counterparts, which together shall constitute one and the same instrument. If signed in counterparts, this This Agreement shall not become be effective unless when, but only when, at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. The Company, the Trust and the Underwriters each hereby irrevocably waive any right they may have to a trial by jury in respect to any claim based upon or arising out of this Agreement or the transactions contemplated hereby. Please confirm that the foregoing correctly sets forth the agreement among the Company, the Partnership, the Trust and the several Underwriters. Very truly yours, EQUITY INNSVOC BRAZOS ENERGY PARTNERS, INC. L.P. By: Xxxx Texas Partners, LLC, its General Partner By: Xxxx Holding Corporation, its Sole Managing Member By: /s/ J. Mitchell Collins ---------------------------------- Xxxxxxx Xxxx Name: J. Mitchell Collins Executive Xxxxxxx Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, Title: Designated Representative and Treasurer EQUITY INNS Sole Member of the Board of Directors VOC ENERGY TRUST By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx XxxxxxxxxThe Bank of New York Mellon Trust Company, Chief Financial OfficerN.A., Secretary, and Treasurer EQUITY INNS PARTNERSHIP, L.P. By: EQUITY INNS TRUST General Partner Trustee By: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, and Treasurer Confirmed Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President CONFIRMED as of the date first above mentioned. Citigroup Global Markets Inc. Friedman, Billings, Ramsey & Co., Inc. A.G. Edwards & Sons, Inc. Morgan Keegan & Company, Xxx. Xtifel, Nicolaxx & Xxxxxxx, Incorporated Xx: Xxxxxroup Global Markexx Xxx. By: /s/ Jeffrey Horowitz ------------------------- Naxx: Xxxxxxx Xxxowitz Title: Managing Director For themsxxxxx xxx xx xxxresentative on behalf of the Representatives and the other several Underwriters named in Schedule A-1 to this AgreementI hereto. SCHEDULE A-1 EQUITY INNSXXXXXXX XXXXX & ASSOCIATES, INC. NUMBER OF UNDERWRITER FIRM SHARES Citigroup Global Markets By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Authorized Representative XXXXXX XXXXXXX & CO. INCORPORATED By: /s/ Xxx Xxxx Name: Xxx Xxxx Authorized Representative Signature Page to Underwriting Agreement SCHEDULE I Name Number Firm Units Xxxxxxx Xxxxx & Associates, Inc. 2,625,000 Friedman, Billings, Ramsey 3,990,600 Xxxxxx Xxxxxxx & Co. Incorporated 3,990,600 Xxxxxxxxxxx & Co., Inc. 892,500 A.G. Edwarxx 775,950 RBC Capital Markets, LLC 775,950 Xxxxxx X. Xxxxx & XonsCo. Incorporated 554,250 Xxxxxx Xxxxxxxxxx Xxxxx, Inc. 000,000 Xxrgan Keegan LLC 332,550 Xxxxxx Xxxxxx & Company, Inc. 000,000 Xxxfel, Nicolaus & Company, Incorporated 000,000 ---------- 5,250,000 Total SCHEDULE A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INC. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust (the "Trust") Maryland 100% owned by Equity Inns332,550 Xxxxxxxxxx Securities, Inc. 332,550 Total: 11,085,000 SCHEDULE II Free Writing Prospectuses None. SCHEDULE III Information Included in “Time of Sale Information” Title of securities: Trust Units Total number of units offered: 11,085,000 Trust Units (the "REIT"excluding option to purchase an additional 1,662,750 Trust Units) Equity Inns ServicesPublic offering price: $21.00 per Trust Unit SCHEDULE IV Persons Delivering Lock-Up Agreements VOC Partners, Inc. ("Services") Tennessee 100% owned by the REIT Equity Inns TRS Holdings, Inc. ("TRS Holdings") Tennessee 100% owned by the Partnership Equity Inns Partnership, L.P. (the "Partnership") Tennessee Approximately 97.3% owned by the Trust; approximately 2.7% owned by various limited partners Equity Inns Partnership II, L.P. Tennessee 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns/West Virginia Partnership, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing Corporation Tennessee 100% owned by the Trust EQI Financing Partnership I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the Partnership EQI Financing Corporation II Tennessee 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the PartnershipLLC J. Xxxxxxx Xxxx X. X. Xxxxx Will Price

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable without reference to contracts made and to be performed within the State choice of New Yorklaw principles thereunder. This Agreement may be signed in various counterparts counterparts, which together shall constitute one and the same instrument. If signed The Trust, the Company and the Underwriters each hereby irrevocably waive any right they may have to a trial by jury in counterparts, respect to any claim based upon or arising out of this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party heretoor the transactions contemplated hereby. Please confirm that If the foregoing correctly sets forth is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the CompanyTrust, the Partnership, the Trust Company and the several Underwriters. Very truly yours, EQUITY INNSECA Marcellus Trust I By: The Bank of New York Mellon Trust Company, INC. N.A., as Trustee By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS TRUST Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President Energy Corporation of America By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Chief Financial Officer, Secretary, Officer 39 The foregoing Agreement is hereby confirmed and Treasurer EQUITY INNS PARTNERSHIP, L.P. By: EQUITY INNS TRUST General Partner By: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, and Treasurer Confirmed accepted as of the date first above mentionedwritten. Citigroup Global Markets Inc. Friedman, Billings, Ramsey & Co., Inc. A.G. Edwards & Sons, Inc. Morgan Keegan & Company, Xxx. Xtifel, Nicolaxx & Xxxxxxx, Incorporated Xx: Xxxxxroup Global Markexx Xxx. By: /s/ Jeffrey Horowitz ------------------------- NaxxXxxx Xxxxxx Name: Xxxxxxx Xxxowitz Xxxx Xxxxxx Title: Managing Director For themsxxxxx xxx xx xxxresentative of itself and the other several Underwriters named in Schedule A-1 I to this the foregoing Agreement. 40 SCHEDULE A-1 EQUITY INNS, INC. NUMBER OF UNDERWRITER FIRM SHARES I Number Name Firm Units Citigroup Global Markets Inc. 2,625,000 Friedman1,893,750 Xxxxxxxxxxx & Co. Inc. 315,625 RBC Capital Markets, Billings, Ramsey LLC 315,625 Total 2,525,000 SCHEDULE II Free Writing Prospectuses None. SCHEDULE III Information Included in “Time of Sale Information” Public offering price: $29.35 per Common Unit Number of Firm Units: 2,525,000 SCHEDULE IV Persons Delivering Lock-up Agreements Xxxx Xxxx Xxxxx X. Xxxx EXHIBIT A FORM OF OPINION OF XXXXXX & Co., Inc. 892,500 A.G. Edwarxx & Xons, Inc. 000,000 Xxrgan Keegan & Company, Inc. 000,000 Xxxfel, Nicolaus & Company, Incorporated 000,000 ---------- 5,250,000 Total SCHEDULE A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INC. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust (the "Trust") Maryland 100% owned by Equity Inns, Inc. (the "REIT") Equity Inns Services, Inc. ("Services") Tennessee 100% owned by the REIT Equity Inns TRS Holdings, Inc. ("TRS Holdings") Tennessee 100% owned by the Partnership Equity Inns Partnership, L.P. (the "Partnership") Tennessee Approximately 97.3% owned by the Trust; approximately 2.7% owned by various limited partners Equity Inns Partnership II, L.P. Tennessee 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns/West Virginia Partnership, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing Corporation Tennessee 100% owned by the Trust EQI Financing Partnership I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the Partnership EQI Financing Corporation II Tennessee 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the PartnershipXXXXXX L.L.P.

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable without reference to contracts made and to be performed within the State choice of New Yorklaw principles thereunder. This Agreement may be signed in various counterparts counterparts, which together shall constitute one and the same instrument. If signed in counterparts, this This Agreement shall not become be effective unless when, but only when, at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. The Company, the Selling Securityholders and the Underwriters each hereby irrevocably waive any right they may have to a trial by jury in respect to any claim based upon or arising out of this Agreement or the transactions contemplated hereby. Please confirm that the foregoing correctly sets forth the agreement among the Company, the Partnership, the Trust Selling Securityholders and the several Underwriters. Very truly yours, EQUITY INNSTOWER BANCORP, INC. /s/ Xxxxxx X. Xxxxxx President and Chief Executive Officer On behalf of each of the following: Xxxxxx Xxxxx Xxxxxxx X. and Xxxxxxx X. Xxxxxxxxx XX TEN Xxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS TRUST By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIP, L.P. By: EQUITY INNS TRUST General Partner By: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, and Treasurer Confirmed X. Xxxxxxxx Attorney-in-Fact CONFIRMED as of the date first above mentioned. Citigroup Global Markets Inc. Friedman, Billings, Ramsey & Co., Inc. A.G. Edwards & Sons, Inc. Morgan Keegan & Company, Xxx. Xtifel, Nicolaxx & Xxxxxxx, Incorporated Xx: Xxxxxroup Global Markexx Xxx. By: /s/ Jeffrey Horowitz ------------------------- Naxx: Xxxxxxx Xxxowitz Title: Managing Director For themsxxxxx xxx xx xxxresentative on behalf of the Representative and the other several Underwriters named in Schedule A-1 to this AgreementI hereto. SCHEDULE A-1 EQUITY INNSXXXXXXX XXXXX & ASSOCIATES, INC. NUMBER OF UNDERWRITER FIRM SHARES Citigroup Global Markets Inc. 2,625,000 Friedman, Billings, Ramsey By: /s/ Xxxxx X. XxXxxxx Authorized Representative SCHEDULE I Name Number of Firm Shares Xxxxxxx Xxxxx & Co.Associates, Inc. 892,500 A.G. Edwarxx 1,181,107 Xxxxx, Xxxxxxxx & XonsXxxxx, Inc. 000,000 Xxrgan Keegan & Company590,552 Xxxxxx, Inc. 000,000 Xxxfel, Nicolaus Xxxxxxxx & Company, Incorporated 000,000 ---------- 5,250,000 196,850 Total: 1,968,509 SCHEDULE II Selling Securityholders Name Number of Selling Securityholder Shares to be Sold Xxxxxx Xxxxx 19,000 Xxxxxxx X. and Xxxxxxx X. Xxxxxxxxx XX TEN 7,000 Xxxxxx X. Xxxxxx 24,000 Xxxxxxx X. Xxxxxx 49,350 SCHEDULE III Free Writing Prospectuses Free Writing prospectus filed with the SEC on August 20, 2009. SCHEDULE IV Pricing-Related Information Total number of Firm Shares offered: By the Company: 1,869,159 shares of Common Stock By the Selling Securityholders: 99,350 shares of Common Stock Public offering price: $26.75 per Share Total number of Additional Shares the Underwriters may purchase to cover over-allotments: 280,374 shares of Common Stock Trade date: August 28, 2009 Settlement date: September 2, 2009 Nasdaq Global Market symbol: TOBC SCHEDULE A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNSIV List of signatories for Lock-Up Agreements Directors: Xxxxxx Xxxxx Xxxx X. Xxxxxx Xxxxx X. Xxxxxxxx Xxxxxxx X. Xxxx Xxxxxx X. Xxxxx, Xx. Xxxxx X. Xxxxxxxxxx Xxxx X. XxXxxxx Xxxxxxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxxx Xxxxx X. Xxxxxxx Xxxx X. Xxxx Xxxx X. Xxxxx Xxxxxxx X. Xxxx Xxxxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxx Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxx, Xx. Xxxxxx X. Xxxxxx Officers: Xxxxxxx Xxxxxxxxx (and Xxxxxxx Xxxxxxxxx) Xxxxx Xxxx Xxxx Xxxxxxxx Xxxx Xxxxxxx Xxxx Xxxxxxxx Directed Share Program Participants: All Directed Share Program Participants EXHIBIT A , 2009 XXXXXXX XXXXX & ASSOCIATES, INC. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust As Representative of the Several Underwriters c/o Raymond Xxxxx & Associates, Inc. 000 Xxxxxxxx Xxxxxxx Xx. Xxxxxxxxxx, XX 00000 Re: TOWER BANCORP, INC. (the "Trust"“Company”) Maryland 100% owned - Restriction on Stock Sales Dear Sirs: This letter is delivered to you pursuant to the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by Equity Innsand among the Company, as issuer, the Selling Securityholders identified therein and Xxxxxxx Xxxxx & Associates, Inc., the representative of certain underwriters (the “Underwriters”) to be named therein. Upon the terms and subject to the conditions of the Underwriting Agreement, the Underwriters intend to effect a public offering of shares of Common Stock, no par value, of the Company (the “Shares”), as described in and contemplated by the registration statement of the Company on Form S-3, File No. 333-161272 (the “Registration Statement”), as originally filed with the Securities and Exchange Commission on August 12, 2009 (the “Offering”). The undersigned recognizes that it is in the best financial interests of the undersigned, as an officer or director, or an owner of stock, options, warrants or other securities of the Company (the “Company Securities”), that the Company complete the proposed Offering. The undersigned further recognizes that the Company Securities held by the undersigned are, or may be, subject to certain restrictions on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this letter agreement to further assure the Underwriters that the Company Securities of the undersigned, now held or hereafter acquired, will not enter the public market at a time that might impair the underwriting effort. Therefore, as an inducement to the Underwriters to execute the Underwriting Agreement, the undersigned hereby acknowledges and agrees that the undersigned will not (i) offer, sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of (collectively, a “Disposition”) (A) any Company Securities, (B) any securities convertible into or exercisable or exchangeable for, or any rights to purchase or otherwise acquire, any Company Securities held by the undersigned or acquired by the undersigned after the date hereof, or (C) any Company Securities over which the undersigned has or exercises sole or shared voting power or dispositive power (collectively, the “Lock-Up Shares”), pursuant to the Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Act”), and the Securities Exchange Act of 1934, as amended, for a period commencing on the date hereof and ending 90 days after the date of the Company’s Prospectus first filed pursuant to Rule 424(b) under the Act, inclusive (the “Lock-Up Period”), without the prior written consent of Xxxxxxx Xxxxx & Associates, Inc. or (ii) exercise or seek to exercise or effectuate in any manner any rights of any nature that the "REIT") Equity Inns Servicesundersigned has or may have hereafter to require the Company to register under the Act the undersigned’s sale, Inc. ("Services") Tennessee 100% transfer or other disposition of any of the Lock-Up Shares or other securities of the Company held by the undersigned, or to otherwise participate as a selling securityholder in any manner in any registration effected by the Company under the Act, including under the Registration Statement, during the Lock-Up Period. The undersigned further agrees that it will not and will use his or her best efforts not to permit the offer, sale, transfer or other disposition of any other Company Securities, or any securities convertible into or exercisable or exchangeable for, or any rights to purchase or otherwise acquire, any Company Securities, that may be deemed to be beneficially owned by the REIT Equity Inns TRS Holdingsundersigned. Notwithstanding the foregoing, Inc. if ("TRS Holdings"x) Tennessee 100% owned during the last 17 days of the Lock-Up Period, the company issues a release concerning earnings or material news or a material event relating to the company occurs; or (y) prior to the expiration of the Lock-Up Period, the Company announces it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period; the restrictions imposed in this letter agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging, collar (whether or not for any consideration) or other transaction that is designed to or reasonably expected to lead or result in a Disposition of Lock-Up Shares during the Lock-Up Period, even if such Lock-Up Shares would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (including any put or call option or reversal or cancellation thereof) with respect to any Lock-Up Shares or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Lock-Up Shares. Notwithstanding the agreement not to make any Disposition during the Lock-Up Period, you have agreed that the foregoing restrictions shall not apply to (A) transactions relating to shares of Common Stock or other securities acquired in the open market after the completion of the offering, (B) the sales of Selling Securityholder Shares pursuant to the Underwriting Agreement, (C) bona fide gifts, (D) dispositions to any trust for the direct or indirect benefit of the undersigned and/or a member of the immediate family of the undersigned other than any disposition for value, (E) the transfer or intestate succession to the legal representatives or a member of the immediate family of the undersigned, (F) the sale pursuant to any existing contract, instruction or plan that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) (a “Plan”), (G) the establishment of any Plan provided that no sales of Common Stock or securities convertible into, or exchangeable or exercisable for Common Stock, shall be made pursuant to a Plan prior to the expiration of the 90-day period if such Plan was established after the date hereof, (H) dispositions from any grantor retained annuity trust established for the direct benefit of the undersigned and/or a member of the immediate family of the undersigned pursuant to the terms of such trust as in effect on the date hereof, (I) the distribution to any partnership, corporation or limited liability company controlled by the Partnership Equity Inns Partnershipundersigned or by a member of the immediate family of the undersigned, L.P. (J) the "Partnership"disposition pursuant to a pledge in effect on the date hereof of Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock as security for a margin account pursuant to the terms of such account, and (K) Tennessee Approximately 97.3% owned the exercise pursuant to the Company’s stock option plans in effect on the date hereof effected by means of net share settlement or by the Trust; approximately 2.7% owned by various limited partners Equity Inns Partnership II, L.P. Tennessee 1% GP interest delivery or sale of shares of Common Stock held by the Trustundersigned; 99% LP interest held provided that, in the case of any gift, disposition, transfer or distribution pursuant to clause (C), (D), (G), (H) or (I), each donee, transferee or distributee shall execute and deliver to the Representative a lock-up letter in the form of this paragraph; and provided further, that, in the case of any gift, disposition, Plan or distribution pursuant to clause (C), (F), (G), (H) or (I), no filing by any party under the Partnership Equity Inns/West Virginia PartnershipSecurities Exchange Act of 1934, L.P. Tennessee 1% GP interest held as amended, or other public announcement shall be required or shall be made voluntarily in connection with such gift, disposition, Plan or distribution (other than a filing on a Form 5 made after the expiration of the 90-day period referred to above). For purposes of this paragraph, “immediate family” shall mean the undersigned and any relationship by Services; 99% LP interest held by blood, marriage or adoption, not more remote than first cousin. It is understood that, if the Partnership EQI Financing Corporation Tennessee 100% owned by Underwriting Agreement (other than the Trust EQI Financing Partnership Iprovisions thereof that survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by you will release the Partnership EQI Financing Corporation II Tennessee 100% owned by undersigned from the Trust EQI Financing Partnership IIobligations under this letter agreement. In furtherance of the foregoing, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the PartnershipCompany and its transfer agent and registrar are hereby authorized to decline to make any transfer of Lock-Up Shares if such transfer would constitute a violation or breach of this letter. This letter shall be binding on the undersigned and the respective successors, heirs, personal representatives and assigns of the undersigned. Capitalized terms used but not defined herein have the respective meanings assigned to such terms in the Underwriting Agreement. Very truly yours, Signature of Securityholder

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which that together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Company, the Partnership, the Trust Issuers and the Underwriters. Very truly yours, EQUITY INNS, INC. By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS TRUST By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIPPLAINS ALL AMERICAN PIPELINE, L.P. By: EQUITY INNS TRUST PAA GP LLC its General Partner By: PLAINS AAP, L.P. its Sole Member By: PLAINS ALL AMERICAN GP LLC its General Partner By: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President and Treasurer Confirmed PAA FINANCE CORP. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President and Treasurer PAA Signature Page to Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date first above mentionedwritten. Citigroup Global Markets Inc. FriedmanX.X. Xxxxxx Securities LLC BNP Paribas Securities Corp. Xxxxxxx Lynch, BillingsPierce, Ramsey Xxxxxx & Co.Xxxxx Incorporated Xxxxx Fargo Securities, Inc. A.G. Edwards & Sons, Inc. Morgan Keegan & Company, Xxx. Xtifel, Nicolaxx & Xxxxxxx, Incorporated XxLLC As Representatives of the several Underwriters By: Xxxxxroup Global Markexx Xxx. X.X. Xxxxxx Securities LLC By: BNP Paribas Securities Corp. By: /s/ Jeffrey Horowitz ------------------------- NaxxXxxxx Xxxxxx By: Xxxxxxx Xxxowitz /s/ X. Xxxxxxxx Xxxxxxxx Name: Xxxxx Xxxxxx Name: X. Xxxxxxxx Xxxxxxxx Title: Executive Director Title: Managing Director For themsxxxxx xxx xx xxxresentative By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx By: Xxxxx Fargo Securities, LLC Incorporated By: /s/ Xxxxx Xxxxxx By: /s/ Xxxxxxx Xxxxxx Name: Xxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director Title: Director Underwriters’ Signature Page to Underwriting Agreement SCHEDULE I Underwriters Principal Amount of Notes to be Purchased X.X. Xxxxxx Securities LLC $ 108,750,000 BNP Paribas Securities Corp. 108,750,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 108,750,000 Xxxxx Fargo Securities, LLC 108,750,000 BBVA Securities Inc. 67,500,000 DNB Markets, Inc. 67,500,000 SMBC Nikko Securities America, Inc. 67,500,000 CIBC World Markets Corp. 18,750,000 Fifth Third Securities, Inc. 18,750,000 ING Financial Markets LLC 18,750,000 PNC Capital Markets LLC 18,750,000 Regions Securities LLC 18,750,000 U.S. Bancorp Investments, Inc. 18,750,000 Total $ 750,000,000 SCHEDULE II Filed Pursuant to Rule 433 Registration No. 333-207139 November 15, 2016 Final Term Sheet $750,000,000 4.500% Senior Notes due 2026 Issuers: Plains All American Pipeline, L.P. and PAA Finance Corp. Ratings (Xxxxx’x / S&P / Fitch):* [Ratings Intentionally Omitted] Security Type: Senior Unsecured Notes Legal Format: SEC Registered Pricing Date: November 15, 2016 Settlement Date (T+5): November 22, 2016 Maturity Date: December 15, 2026 Principal Amount: $750,000,000 Benchmark Treasury: UST 2.00% due November 15, 2026 Benchmark Treasury Yield: 2.235% Spread to Benchmark Treasury: +230 bps Yield to Maturity: 4.535% Coupon: 4.500% Public Offering Price: 99.716% Net Proceeds (after deducting the underwriting discount and estimated offering expenses) to the Partnership: $741.3 million Make-Whole Call: T+ 35 bps Call at Par: On or after September 15, 2026 Interest Payment Dates: June 15 and December 15, beginning on June 15, 2017 CUSIP / ISIN: 72650R BL5 / US72650RBL50 Joint Book-Running Managers: X.X. Xxxxxx Securities LLC BNP Paribas Securities Corp. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Fargo Securities, LLC BBVA Securities, LLC DNB Markets, Inc. SMBC Nikko Securities America, Inc. Co-Managers: CIBC World Markets Corp. Fifth Third Securities, Inc. ING Financial Markets LLC PNC Capital Markets LLC Regions Securities LLC U.S. Bancorp Investments, Inc. * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time. Delivery of the notes is expected to be made against payment therefor on or about November 22, 2016, which is the 5th business day following the date of pricing of the notes (such settlement being referred to as “T+5”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), trades in the secondary market generally are required to settle in three business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of pricing of the notes or the next succeeding business day will be required, by virtue of the fact that the notes initially will settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent failed settlement and should consult their own advisers. The issuers have filed a registration statement (including a base prospectus) and a prospectus supplement with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus supplement for this offering, the issuers’ prospectus in that registration statement and any other documents the issuers have filed with the SEC for more complete information about the issuers and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the issuers, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by calling X.X. Xxxxxx Securities LLC collect at 0-000-000-0000, BNP Paribas Securities Corp. toll-free at 0-000-000-0000, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free at 1-800-294-1322 or Xxxxx Fargo Securities, LLC toll-free at 0-000-000-0000. SCHEDULE III Material Subsidiaries Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Pipeline System LLC Plains Products Terminals LLC Plains Midstream Canada ULC Plains South Texas Gathering LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Pine Prairie Energy Center, LLC SG Resources Mississippi LLC Plains LPG Services LP SCHEDULE IV Domestic Subsidiaries Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Pipeline System LLC Plains Products Terminals LLC Plains South Texas Gathering LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Pine Prairie Energy Center, LLC SG Resources Mississippi LLC Plains LPG Services XX EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas PAA Finance Corp. Texas PAA GP LLC Texas Plains AAP, L.P. Texas Plains All American GP LLC California, Illinois, Louisiana, Oklahoma, Texas Plains GP Holdings, L.P. Texas PAA GP Holdings LLC Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Plains Products Terminals LLC California Plains Midstream Canada ULC Alberta, Manitoba, New Brunswick, Nova Scotia, Ontario, Quebec, Saskatchewan Plains South Texas Gathering LLC Oklahoma Pacific Pipeline System LLC California Plains West Coast Terminals LLC California Rocky Mountain Pipeline System LLC Utah Pine Prairie Energy Center, LLC Louisiana SG Resources Mississippi LLC Alabama, Mississippi Plains LPG Services LP California, Illinois, Oklahoma EXHIBIT B CHIEF FINANCIAL OFFICER’S CERTIFICATE November 15, 2016 The undersigned, in his capacity as the Chief Financial Officer of Plains All American GP LLC, a Delaware limited liability company, which is the general partner of Plains AAP, L.P., a Delaware limited liability partnership, which is the sole member of PAA GP LLC, a Delaware limited liability company, which is the general partner of Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”), does hereby certify that he is familiar with the accounting, operations and record systems of the Partnership and that, to his knowledge after reasonable investigation, there has not been any material adverse change in the financial position, results of operations, cash flows or working capital of the Partnership since September 30, 2016. In addition, as of the date of this certificate, the total debt of the Partnership is approximately $11.9 billion. Capitalized terms used but not defined herein have the meanings assigned to them in the Underwriting Agreement dated as of the date hereof by and among the Partnership, PAA Finance Corp. and .X. Xxxxxx Securities LLC, BNP Paribas Securities Corp., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, as the representatives of the several Underwriters. This certificate is to assist the Underwriters named in Schedule A-1 to this Agreement. SCHEDULE A-1 EQUITY INNS, INC. NUMBER OF UNDERWRITER FIRM SHARES Citigroup Global Markets Inc. 2,625,000 Friedman, Billings, Ramsey & Co., Inc. 892,500 A.G. Edwarxx & Xons, Inc. 000,000 Xxrgan Keegan & Company, Inc. 000,000 Xxxfel, Nicolaus & Company, Incorporated 000,000 ---------- 5,250,000 Total SCHEDULE A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INC. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust (conducting and documenting their investigation of the "Trust") Maryland 100% owned by Equity Inns, Inc. (affairs of the "REIT") Equity Inns Services, Inc. ("Services") Tennessee 100% owned Partnership in connection with the offering of the Notes covered by the REIT Equity Inns TRS HoldingsRegistration Statement, Inc. ("TRS Holdings") Tennessee 100% owned by the Partnership Equity Inns Partnership, L.P. (Pricing Disclosure Package and the "Partnership") Tennessee Approximately 97.3% owned by the Trust; approximately 2.7% owned by various limited partners Equity Inns Partnership II, L.P. Tennessee 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns/West Virginia Partnership, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing Corporation Tennessee 100% owned by the Trust EQI Financing Partnership I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the Partnership EQI Financing Corporation II Tennessee 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the PartnershipProspectus.

Applicable Law; Counterparts. This Agreement shall will be governed by and ---------------------------- construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed executed in various counterparts any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together constitute but one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement between the agreement among the Company, the Partnership, the Trust Company and the Underwritersyou. Very truly yours, EQUITY INNS, INCFINANCIAL ASSET SECURITIES CORP. ByBy:/s/Xxxxx Xxxxxxx --------------------------- Name: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, Xxxxx Xxxxxxx Title: Vice President The foregoing Agreement is hereby confirmed and Treasurer EQUITY INNS TRUST By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIP, L.P. By: EQUITY INNS TRUST General Partner By: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, and Treasurer Confirmed accepted as of the date first above mentionedwritten. Citigroup Global Markets Inc. Friedman, Billings, Ramsey & Co., Inc. A.G. Edwards & Sons, Inc. Morgan Keegan & Company, XxxGREENWICH CAPITAL MARKETS INC. Xtifel, Nicolaxx & Xxxxxxx, Incorporated XxBy:/s/Xxxxx Xxxxxxx --------------------------- Name: Xxxxxroup Global Markexx Xxx. By: /s/ Jeffrey Horowitz ------------------------- Naxx: Xxxxx Xxxxxxx Xxxowitz Title: Managing Director For themsxxxxx xxx xx xxxresentative of the several Underwriters named Vice President [Underwriting Agreement] SCHEDULE I ---------- Underwriting Agreement dated December 23, 1996. As used in Schedule A-1 to this Agreement, the term "Registration Statement" refers to the Registration Statement on Form S-3 (File No. SCHEDULE A-1 EQUITY INNS33-99018) filed on November 6, INC. NUMBER OF UNDERWRITER FIRM SHARES Citigroup Global Markets Inc. 2,625,000 Friedman, Billings, Ramsey & Co., Inc. 892,500 A.G. Edwarxx & Xons, Inc. 000,000 Xxrgan Keegan & Company, Inc. 000,000 Xxxfel, Nicolaus & Company, Incorporated 000,000 ---------- 5,250,000 Total SCHEDULE A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INC. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust (the "Trust") Maryland 100% owned by Equity Inns, Inc. (the "REIT") Equity Inns Services, Inc. ("Services") Tennessee 100% owned 1995 and declared effective by the REIT Commission on March 20, 1996. Closing Date: December 30, 1996. -------------------------------------------------------------------------------- Title, Purchase Price and Description of Designated Certificates: Financial Asset Securities Corp., Revolving Home Equity Inns TRS HoldingsLoan Asset-Backed Certificates, Inc. ("TRS Holdings") Tennessee 100% owned by the Partnership Equity Inns PartnershipSeries 1996-1, L.P. (the "Partnership") Tennessee Approximately 97.3% owned by the Trust; approximately 2.7% owned by various limited partners Equity Inns Partnership II, L.P. Tennessee $125,595,644.60 Class A Variable Pass-Through Rate Certificates and Class S 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns/West Virginia PartnershipPass-Through Rate Certificates. Cut-off Date Principal Balance: $128,158,821.02 Cut-off Date: November 30, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing Corporation Tennessee 100% owned by the Trust EQI Financing Partnership I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the Partnership EQI Financing Corporation II Tennessee 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the Partnership1996.

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which that together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. [Signature Pages Follow] Please confirm that the foregoing correctly sets forth the agreement among the Company, the Partnership, the Trust Issuers and the Underwriters. Very truly yours, EQUITY INNS, INC. By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS TRUST By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIPPLAINS ALL AMERICAN PIPELINE, L.P. By: EQUITY INNS TRUST PAA GP LLC its General Partner By: PLAINS AAP, L.P. its Sole Member By: PLAINS ALL AMERICAN GP LLC its General Partner By: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, Xxxxxxx Xxxxxxxxx-Xxxxx Name: Xxxxxxx Xxxxxxxxx-Xxxxx Title: Vice President and Treasurer Confirmed PAA FINANCE CORP. By: /s/ Xxxxxxx Xxxxxxxxx-Xxxxx Name: Xxxxxxx Xxxxxxxxx-Xxxxx Title: Vice President and Treasurer PAA Signature Page to Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date first above mentionedwritten. Citigroup Global Markets Inc. Friedman, Billings, Ramsey & Co.SunTrust Xxxxxxxx Xxxxxxxx, Inc. A.G. Edwards & SonsUBS Securities LLC Xxxxx Fargo Securities, LLC As Representatives of the several Underwriters By: Citigroup Global Markets Inc. By: SunTrust Xxxxxxxx Xxxxxxxx, Inc. Morgan Keegan & Company, Xxx. Xtifel, Nicolaxx & Xxxxxxx, Incorporated Xx: Xxxxxroup Global Markexx Xxx. By: /s/ Jeffrey Horowitz ------------------------- NaxxXxxxx X. Xxxxxxxxx By: Xxxxxxx Xxxowitz /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Managing Director For themsxxxxx xxx xx xxxresentative Title: Managing Director By: UBS Securities LLC By: Xxxxx Fargo Securities, LLC By: /s/ Xxxx Xxxxxxxxxx By: /s/ Xxxxxxx Xxxxxx Name: Xxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxx Title: Executive Director Title: Director By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Associate Director Underwriters’ Signature Page to Underwriting Agreement SCHEDULE I Underwriters Principal Amount of the several Underwriters named in Schedule A-1 Notes to this Agreement. SCHEDULE A-1 EQUITY INNS, INC. NUMBER OF UNDERWRITER FIRM SHARES be Purchased Citigroup Global Markets Inc. 2,625,000 Friedman, Billings, Ramsey & Co.$ 105,000,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 892,500 A.G. Edwarxx & Xons105,000,000 UBS Securities LLC 105,000,000 Xxxxx Fargo Securities, LLC 105,000,000 Mitsubishi UFJ Securities (USA), Inc. 000,000 Xxrgan Keegan & Company70,000,000 Scotia Capital (USA) Inc. 70,000,000 BBVA Securities Inc. 28,000,000 SMBC Nikko Securities America, Inc. 000,000 Xxxfel, Nicolaus & Company, Incorporated 000,000 ---------- 5,250,000 Total SCHEDULE A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INC. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust (the "Trust") Maryland 100% owned by Equity Inns28,000,000 CIBC World Markets Corp. 14,000,000 Fifth Third Securities, Inc. (the "REIT") Equity Inns Services14,000,000 ING Bank N.V. 14,000,000 PNC Capital Markets LLC 14,000,000 Regions Securities LLC 14,000,000 U.S. Bancorp Investments, Inc. ("Services") Tennessee 10014,000,000 Total $ 700,000,000 Schedule I to Underwriting Agreement SCHEDULE II Final Term Sheet $700,000,000 4.700% owned by the REIT Equity Inns TRS HoldingsSenior Notes due 2044 Filed Pursuant to Rule 433 Registration No. 333-184137 April 15, Inc. ("TRS Holdings") Tennessee 100% owned by the Partnership Equity Inns Partnership2014 Issuers: Plains All American Pipeline, L.P. (the "Partnership") Tennessee Approximately 97.3% owned by the Trust; approximately 2.7% owned by various limited partners Equity Inns Partnership II, L.P. Tennessee 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns/West Virginia Partnership, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing Corporation Tennessee 100% owned by the Trust EQI Financing Partnership I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the Partnership EQI Financing Corporation II Tennessee 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the Partnershipand PAA Finance Corp.

Applicable Law; Counterparts. This Underwriting Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Underwriting Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Underwriting Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among between the Company, the Partnership, the Trust Company and the Underwriters. Very truly yours, EQUITY INNS, INC. ADELPHIA COMMUNICATIONS CORPORATION By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS TRUST By/S/ Xxxxx Xxxxx Name: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIP, L.P. ByXxxxx Xxxxx Title: EQUITY INNS TRUST General Partner By: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, and Treasurer Vice-President Confirmed as of the date first above mentioned. Citigroup Global Markets Inc. FriedmanXXXXXXX XXXXX XXXXXX INC., Billings, Ramsey & Co., Inc. A.G. Edwards & Sons, Inc. Morgan Keegan & Company, Xxx. Xtifel, Nicolaxx & Xxxxxxx, Incorporated Xx: Xxxxxroup Global Markexx Xxx. on behalf of itself and the other Underwriters listed on Schedule I hereto By: /s/ Jeffrey Horowitz ------------------------- Naxx: Xxxxxxxxxxx Clipper Authorized Signatory SCHEDULE i Number of Additional Shares to be Purchased if Maximum Option is Name of Underwriter Total Number of Firm Shares Exercised ------------------- --------------------------- --------- Xxxxxxx Xxxowitz Title: Managing Director For themsxxxxx xxx xx xxxresentative of the several Underwriters named in Schedule A-1 to this AgreementXxxxx Xxxxxx Inc. 999,760 149,964 Credit Suisse First Boston Corporation 749,820 112,473 Xxxxxxx, Sachs & Co. 749,820 112,473 CIBC Xxxxxxxxxxx Xxxx. SCHEDULE A-1 EQUITY INNS000 00 Xxxxxxxxx, INC. NUMBER OF UNDERWRITER FIRM SHARES Citigroup Global Markets Lufkin & Xxxxxxxx Securities Corporation 100 15 Xxxxxx Brothers Inc. 2,625,000 Friedman100 15 Xxxxxxx Lynch, BillingsPierce, Ramsey Xxxxxx & Co., Inc. 892,500 A.G. Edwarxx Xxxxx Incorporated 100 15 Xxxxxx Xxxxxxx & Xons, Inc. 000,000 Xxrgan Keegan & Company, Inc. 000,000 Xxxfel, Nicolaus & CompanyCo, Incorporated 000,000 ---------- 5,250,000 100 15 NationsBanc Xxxxxxxxxx Securities LLC 100 15 Total SCHEDULE A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INC. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust (the "Trust") Maryland 100% owned by Equity Inns, Inc. (the "REIT") Equity Inns Services, Inc. ("Services") Tennessee 100% owned by the REIT Equity Inns TRS Holdings, Inc. ("TRS Holdings") Tennessee 100% owned by the Partnership Equity Inns Partnership, L.P. (the "Partnership") Tennessee Approximately 97.3% owned by the Trust; approximately 2.7% owned by various limited partners Equity Inns Partnership II, L.P. Tennessee 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns/West Virginia Partnership, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing Corporation Tennessee 100% owned by the Trust EQI Financing Partnership I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the Partnership EQI Financing Corporation II Tennessee 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the Partnership2,500,000 375,000

Applicable Law; Counterparts. This Agreement shall will be governed by and construed in accordance with the laws of the State of New York applicable without giving effect to contracts made and to be performed within the State provisions thereof concerning conflict of New Yorklaws. This Agreement may be signed executed in various counterparts any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together constitute but one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Partnership, the Trust Company and the several Underwriters. Very truly yours, EQUITY INNS, INCCWCAPITAL COMMERCIAL FUNDING CORP. By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx XxxxxxxxxScott D. Spelfogel -------------------------------------- Name: Scott D. Spelfogel Title: Senior Vice President Confirmed and accepted in New York, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS TRUST By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIP, L.P. By: EQUITY INNS TRUST General Partner By: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, and Treasurer Confirmed New York as of the date first above mentionedwritten. Citigroup Global Markets Inc. FriedmanWACHOVIA CAPITAL MARKETS, Billings, Ramsey & Co., Inc. A.G. Edwards & Sons, Inc. Morgan Keegan & Company, Xxx. Xtifel, Nicolaxx & Xxxxxxx, Incorporated XxLLC By: Xxxxxroup Global Markexx Xxx/s/ Elizabeth K. Stinson ----------------------------------- Name: Elizabeth K. Stinson Title: Vice Xxxxxxxxx XXXXXXXXP GLOBAL MARKETS INC. By: /s/ Jeffrey Horowitz ------------------------- NaxxAngela J. Vleck ----------------------------------- Name: Xxxxxxx Xxxowitz Angela J. Vleck Title: Managing Director For themsxxxxx xxx xx xxxresentative of the several Underwriters named in Schedule A-1 to this Agreement. SCHEDULE A-1 EQUITY INNS, Xxxxxxxx XXXXXCHE BANK SECURITIES INC. NUMBER OF UNDERWRITER FIRM SHARES Citigroup Global Markets Inc. 2,625,000 FriedmanBy: /s/ Charles Lee ----------------------------------- Name: Charles Lee Title: Director By: /x/ Xxxxx Zhuravel ----------------------------------- Name: Boris Zhuravel Title: Vice Presixxxx Xxxxxxxedged and Agreed with respect to Section 12 hereof: CWCAPITAL LLC By: /s/ Paul Sherrington ----------------------------------- Name: Paul A. Sherrington Title: Seniox Xxxx Xxxxxxxxx, BillingsAssistant General Counsel SCHEDULE I Underwriting Agreement, Ramsey & Co.dated April 2, Inc. 892,500 A.G. Edwarxx & Xons2007. Title and Description of Offered Certificates: CWCapital Commercial Funding Corp., Inc. 000,000 Xxrgan Keegan & Company, Inc. 000,000 Xxxfel, Nicolaus & Company, Incorporated 000,000 Commercial Mortgage Pass-Through Certificates Series 2007-C2 Initial Aggregate Principal Initial Class Amount Purchase Pass-Through Designation of Class Price(1) Rate Ratings(2) ----------- ------------ -------- ------------ ---------- 5,250,000 Total SCHEDULE Class A-1 $ 37,530,000 XXX% 5.0640% AAA/Aaa Class A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INC. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust (the "Trust") Maryland 100$241,084,000 XXX% 5.3340% owned by Equity Inns, Inc. (the "REIT") Equity Inns Services, Inc. ("Services") Tennessee 100AAA/Aaa Class A-AB $ 71,881,000 XXX% 5.4160% owned by the REIT Equity Inns TRS Holdings, Inc. ("TRS Holdings") Tennessee 100AAA/Aaa Class A-3 $857,504,000 XXX% 5.4840% owned by the Partnership Equity Inns Partnership, L.P. (the "Partnership") Tennessee Approximately 97.3AAA/Aaa Class A-1A $485,627,000 XXX% 5.4770% owned by the Trust; approximately 2.7AAA/Aaa Class A-MFX $221,947,000 XXX% 5.5260% owned by various limited partners Equity Inns Partnership II, L.P. Tennessee 1AAA/Aaa Class A-JFX $102,630,000 XXX% 5.5680% GP interest held by the Trust; 99AAA/Aaa Class B $ 21,171,000 XXX% 5.6170% LP interest held by the Partnership Equity InnsAA+/Aa1 Class C $ 27,219,000 XXX% 5.6460% AA/West Virginia Partnership, L.P. Tennessee 1Aa2 Class D $ 21,170,000 XXX% 5.6860% GP interest held by Services; 99AA-/Aa3 Class E $ 15,122,000 XXX% 5.7160% LP interest held by the Partnership EQI Financing Corporation Tennessee 100A+/A1 Class F $ 18,146,000 XXX% 5.7360% owned by the Trust EQI Financing Partnership I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the Partnership EQI Financing Corporation II Tennessee 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the PartnershipA/A2

Applicable Law; Counterparts. This Agreement shall will be governed by and construed in accordance with the laws of the State of New York applicable without giving effect to contracts made and to be performed within the State provisions thereof concerning conflict of New Yorklaws. This Agreement may be signed executed in various counterparts any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together constitute but one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Partnership, the Trust Company and the several Underwriters. Very truly yours, EQUITY INNS, INCCWCAPITAL COMMERCIAL FUNDING CORP. By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx XxxxxxxxxRobert Restrick --------------------------------- Name: Robert Restrick Title: Senior Managing Director Confirmed and accepted in New York, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS TRUST By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIP, L.P. By: EQUITY INNS TRUST General Partner By: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, and Treasurer Confirmed New York as of the date first above mentionedwritten. Citigroup Global Markets Inc. FriedmanWACHOVIA CAPITAL MARKETS, Billings, Ramsey & Co., Inc. A.G. Edwards & Sons, Inc. Morgan Keegan & Company, Xxx. Xtifel, Nicolaxx & Xxxxxxx, Incorporated XxLLC By: Xxxxxroup Global Markexx Xxx/s/ Elizabeth K. Stinson -------------------------------- Name: Elizabeth K. Stinson Title: Vicx Xxxxxxxxx XXXXXXOUP GLOBAL MARKETS INC. By: /s/ Jeffrey Horowitz ------------------------- NaxxAngela J. Vleck -------------------------------- Name: Xxxxxxx Xxxowitz Angela J. Vleck Title: Managing Director For themsxxxxx xxx xx xxxresentative Xxxxxxxx Xxxnowledged and Agreed with respect to Section 12 hereof: CWCAPITAL LLC By: /s/ Paul Sherrington -------------------------------- Name: Paul Sherrington Title: Senior Xxxx Xxxxxxxxx Assistant General Counsel SCHEDULE I Underwriting Agreement, dated August 3, 2007. Title and Description of the several Underwriters named in Schedule Offered Certificates: CWCapital Commercial Funding Corp., Commercial Mortgage Pass-Through Certificates Series 2007-C3 Initial Aggregate Class Principal Amount Purchase Initial Designation of Class Price(1) Pass-Through Rate Ratings(2) ---------------------------------------------------------------------------------------------------------------- Class A-1 to this Agreement. SCHEDULE A-1 EQUITY INNS, INC. NUMBER OF UNDERWRITER FIRM SHARES Citigroup Global Markets Inc. 2,625,000 Friedman, Billings, Ramsey & Co., Inc. 892,500 A.G. Edwarxx & Xons, Inc. 000,000 Xxrgan Keegan & Company, Inc. 000,000 Xxxfel, Nicolaus & Company, Incorporated 000,000 ---------- 5,250,000 Total SCHEDULE $ 13,910,000 99.9977 5.324% AAA/AAA Class A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INC. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust (the "Trust") Maryland 100$ 107,675,000 100.4823 5.935% owned by Equity Inns, Inc. (the "REIT") Equity Inns Services, Inc. ("Services") Tennessee 100AAA/AAA Class A-3 $ 93,863,000 99.8649 6.015% owned by the REIT Equity Inns TRS Holdings, Inc. ("TRS Holdings") Tennessee 100AAA/AAA Class A-PB $ 45,466,000 99.7578 6.015% owned by the Partnership Equity Inns Partnership, L.P. (the "Partnership") Tennessee Approximately 97.3AAA/AAA Class A-4 $ 783,039,000 98.9496 6.015% owned by the Trust; approximately 2.7AAA/AAA Class A-1A $ 367,811,000 99.3798 6.015% owned by various limited partners Equity Inns Partnership II, L.P. Tennessee 1AAA/AAA Class IO $ 2,016,804,393 98.4116 0.037% GP interest held by the Trust; 99AAA/AAA Class A-M $ 201,680,000 97.8138 6.015% LP interest held by the Partnership Equity InnsAAA/West Virginia Partnership, L.P. Tennessee 1AAA Class A-J $ 153,781,000 95.3580 6.015% GP interest held by Services; 99AAA/AAA Class B $ 40,336,000 95.0135 6.015% LP interest held by the Partnership EQI Financing Corporation Tennessee 100AA/AA Class C $ 20,168,000 91.6134 6.015% owned by the Trust EQI Financing Partnership I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the Partnership EQI Financing Corporation II Tennessee 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the PartnershipAA-/AA-

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which that together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Company, the Partnership, the Trust Issuers and the Underwriters. Very truly yours, EQUITY INNS, INC. By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS TRUST By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIPPLAINS ALL AMERICAN PIPELINE, L.P. By: EQUITY INNS TRUST PAA GP LLC, its General Partner By: PLAINS AAP, L.P., its Sole Member By: PLAINS ALL AMERICAN GP LLC, its General Partner By: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Senior Vice President and Treasurer Confirmed PAA FINANCE CORP. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Senior Vice President and Treasurer PAA Signature Page to Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date first above mentionedwritten. Citigroup Global Markets Inc. Friedman, Billings, Ramsey & Co.MUFG Securities Americas Inc. SMBC Nikko Securities America, Inc. A.G. Edwards & SonsTruist Securities, Inc. Morgan Keegan & Company, Xxx. Xtifel, Nicolaxx & Xxxxxxx, Incorporated XxAs Representatives of the several Underwriters By: Xxxxxroup Citigroup Global Markexx Xxx. Markets Inc. By: MUFG Securities Americas Inc. By: /s/ Jeffrey Horowitz ------------------------- NaxxXxxxx X. Xxxxxxx By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx X. Xxxxxxx Xxxowitz Name: Xxxxx Xxxxxxxxxx Title: Director Title: Managing Director For themsxxxxx xxx xx xxxresentative By: SMBC Nikko Securities America, Inc. By: Truist Securities, Inc. By: /s/ Xxxxxx Xxxxxxx By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Managing Director Title: Authorized Signatory Underwriters’ Signature Page to Underwriting Agreement SCHEDULE I Underwriters Principal Amount of the several Underwriters named in Schedule A-1 Notes to this Agreement. SCHEDULE A-1 EQUITY INNS, INC. NUMBER OF UNDERWRITER FIRM SHARES be Purchased Citigroup Global Markets Inc. 2,625,000 Friedman, Billings, Ramsey & Co.$ 65,000,000 MUFG Securities Americas Inc. 65,000,000 SMBC Nikko Securities America, Inc. 892,500 A.G. Edwarxx & Xons65,000,000 Truist Securities, Inc. 000,000 Xxrgan Keegan & Company65,000,000 Barclays Capital Inc. 25,072,000 BMO Capital Markets Corp. 25,072,000 BofA Securities, Inc. 000,000 Xxxfel25,072,000 CIBC World Markets Corp. 25,072,000 ING Financial Markets LLC 25,072,000 X.X. Xxxxxx Securities LLC 25,072,000 Mizuho Securities USA LLC 25,071,000 PNC Capital Markets LLC 25,071,000 RBC Capital Markets, Nicolaus LLC 25,071,000 Regions Securities LLC 25,071,000 Scotia Capital (USA) Inc. 25,071,000 TD Securities (USA) LLC 25,071,000 U.S. Bancorp Investments, Inc. 25,071,000 Xxxxx Fargo Securities, LLC 25,071,000 BBVA Securities Inc. 13,000,000 Xxxxxx Xxxxxxx & CompanyCo. LLC 13,000,000 Zions Direct, Incorporated 000,000 ---------- 5,250,000 Inc. 13,000,000 Total $ 650,000,000 SCHEDULE A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNSII Filed Pursuant to Rule 433 Registration No. 333-259387 June 17, INC2024 Final Term Sheet $650,000,000 5.700% Senior Notes due 2034 Issuers: Plains All American Pipeline, L.P. and PAA Finance Corp. Ratings*: [Ratings Intentionally Omitted] Security Type: Senior unsecured Legal Format: SEC-registered Pricing Date: June 17, 2024 Settlement Date (T+7): June 27, 2024 Maturity Date: September 15, 2034 Principal Amount: $650,000,000 Benchmark Treasury: UST 4.375% due May 15, 2034 Benchmark Treasury Yield: 4.273% Spread to Benchmark Treasury: +143 bps Yield to Maturity: 5.703% Coupon: 5.700% Public Offering Price: 99.953% Net Proceeds (after deducting the underwriting discount and estimated offering expenses): $643.27 million Make-Whole Call: U.S. Treasury + 25 bps Call at Par: On or after June 15, 2034 Interest Payment Dates: March 15 and September 15, beginning on March 15, 2025 CUSIP / ISIN: 72650R BP6 / US72650RBP64 Joint Book-Running Managers: Citigroup Global Markets Inc. MUFG Securities Americas Inc. SMBC Nikko Securities America, Inc. Truist Securities, Inc. Barclays Capital Inc. BMO Capital Markets Corp. BofA Securities, Inc. CIBC World Markets Corp. ING Financial Markets LLC X.X. Xxxxxx Securities LLC Mizuho Securities USA LLC PNC Capital Markets LLC RBC Capital Markets, LLC Regions Securities LLC Scotia Capital (USA) Inc. TD Securities (USA) LLC U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, LLC Co-Managers: BBVA Securities Inc. Xxxxxx Xxxxxxx & Co. LLC Zions Direct, Inc. * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust Delivery of the notes is expected to be made against payment therefor on or about June 27, 2024, which is the seventh business day following the date of pricing of the notes (such settlement being referred to as “T+7”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on any date prior to the first business day before delivery will be required, by virtue of the fact that the Notes initially will settle in T+7, to specify an alternate settlement cycle at the time of any such trade to prevent failed settlement and should consult their own advisors. The issuers have filed a registration statement (including a base prospectus) and a prospectus supplement with the U.S. Securities and Exchange Commission (the "Trust"“SEC”) Maryland 100% owned for the offering to which this communication relates. Before you invest, you should read the prospectus supplement for this offering, the issuers’ prospectus in that registration statement and any other documents the issuers have filed with the SEC for more complete information about the issuers and this offering. You may get these documents for free by Equity Innsvisiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the issuers, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by calling Citigroup Global Markets Inc. collect at 1-800-831-9146, MUFG Securities Americas Inc. toll-free at 0-000-000-0000, SMBC Nikko Securities America, Inc. toll-free at 0-000-000-0000 or Truist Securities, Inc. toll-free at 0-000-000-0000. Not for retail investors in the European Economic Area (“EEA”) or the United Kingdom. No key information document (KID) as required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) or as required by the PRIIPs Regulation as it forms part of domestic UK law by virtue of the European Union (Withdrawal) Act 2018, as amended, has been prepared as not available to retail investors in the EEA or the United Kingdom, respectively. Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Xxxxxxxxx or another email system. SCHEDULE III Material Subsidiaries Plains Marketing, L.P. Plains Pipeline, L.P. Plains Midstream Canada ULC Plains Oryx Permian Basin Pipeline LLC Plains Oryx Permian Basin Marketing LLC Oryx Delaware Oil Transport LLC Oryx Midland Oil Gathering LLC Cactus II Pipeline LLC Plains Capline LLC Red River Pipeline Company LLC SCHEDULE IV Domestic Subsidiaries Plains Marketing, L.P. Plains Pipeline, L.P. Plains Oryx Permian Basin Pipeline LLC Plains Oryx Permian Basin Marketing LLC Oryx Delaware Oil Transport LLC Oryx Midland Oil Gathering LLC Cactus II Pipeline LLC Plains Capline LLC Red River Pipeline Company LLC EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas PAA Finance Corp. Texas PAA GP LLC Texas Plains AAP, L.P. Texas Plains All American GP LLC California, Illinois, Louisiana, Oklahoma, Texas Plains GP Holdings, L.P. Texas PAA GP Holdings LLC Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Plains Midstream Canada ULC Alberta, Manitoba, Ontario, Saskatchewan, British Columbia, Quebec, Nova Scotia, New Brunswick Plains Oryx Permian Basin Pipeline LLC New Mexico, Texas Plains Oryx Permian Basin Marketing LLC New Mexico, Texas Oryx Delaware Oil Transport LLC New Mexico, Texas Oryx Midland Oil Gathering LLC N/A Cactus II Pipeline LLC Texas Plains Capline LLC N/A Red River Pipeline Company LLC Oklahoma, Texas EXHIBIT B CHIEF FINANCIAL OFFICER’S CERTIFICATE June 17, 2024 The undersigned, in his capacity as the Chief Financial Officer of Plains All American GP LLC, a Delaware limited liability company, which is the general partner of Plains AAP, L.P., a Delaware limited liability partnership, which is the sole member of PAA GP LLC, a Delaware limited liability company, which is the general partner of Plains All American Pipeline, L.P., a Delaware limited partnership (the "REIT") Equity Inns Services“Partnership”), does hereby certify that he is familiar with the accounting, operations and record systems of the Partnership and that, to his knowledge after reasonable investigation, there has not been any material adverse change in the financial position, results of operations, cash flows or working capital of the Partnership since March 31, 2024. In addition, as of the date of this certificate, the total debt of the Partnership is approximately $7.7 billion. Capitalized terms used but not defined herein have the meanings assigned to them in the Underwriting Agreement dated as of the date hereof by and among the Partnership, PAA Finance Corp., and Citigroup Global Markets Inc., MUFG Securities Americas Inc., SMBC Nikko Securities America, Inc. ("Services") Tennessee 100% owned and Truist Securities, Inc. as the representatives of the several Underwriters. This certificate is to assist the Underwriters in conducting and documenting their investigation of the affairs of the Partnership in connection with the offering of the Notes covered by the REIT Equity Inns TRS HoldingsRegistration Statement, Inc. ("TRS Holdings") Tennessee 100% owned by the Partnership Equity Inns Partnership, L.P. (Pricing Disclosure Package and the "Partnership") Tennessee Approximately 97.3% owned by the Trust; approximately 2.7% owned by various limited partners Equity Inns Partnership II, L.P. Tennessee 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns/West Virginia Partnership, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing Corporation Tennessee 100% owned by the Trust EQI Financing Partnership I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the Partnership EQI Financing Corporation II Tennessee 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the PartnershipProspectus.

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among between the Company, the Partnership, the Trust Company and the several U.S. Underwriters. Very truly yours, EQUITY INNS, INC. ADELPHIA COMMUNICATIONS CORPORATION By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive James R. Brown Name: Xxxxx X. Xxxxn Title: Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS TRUST By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIP, L.P. By: EQUITY INNS TRUST General Partner By: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, and Treasurer Xxxxxxxxt Confirmed as of the date first above mentionedmentioned on behalf of themselves and the other several U.S. Underwriters named in Schedule I hereto. Citigroup Global Markets Inc. FriedmanSMITH BARNEY INC. GOLDMAN, Billings, Ramsey SACHS & Co., Inc. A.G. Edwards & Sons, Inc. Morgan Keegan & Company, XxxCO. Xtifel, Nicolaxx & Xxxxxxx, Incorporated Xx: Xxxxxroup Global Markexx XxxNATIONSBANC MONTGOMERY SECUXXXXXX XXX XREDIT XXXXXX FIXXX XOSTON CORPORATION LXXXXX XXXXHERS INC. TD SECURITIES (USA) INC. As Representatives xx xxx Several U.S. Underwriters By SMITH BARNEY INC. By: /s/ Jeffrey Horowitz ------------------------- NaxxMichael E. Anderson Name: Xxxxxxx Xxxowitz X. Anderson Title: Managing Director For themsxxxxx xxx xx xxxresentative SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION U.S. Underwriter Number of the several Underwriters named in Schedule A-1 to this Agreement. Firm Shares ---------------- --------------------- Smith Barney Inc. 766,000 Xxxxxxx, Sachs & Co. 765,000 XxtionsBanc Montgomery Securities LLC 765,000 Credit Xxxxxx Xxxst Boston Corporation 328,000 Lehman Brothers Inc. 328,000 XD Securities (USA) Inc. 328,000 TOTAL 3,280,000 SCHEDULE A-1 EQUITY INNS, INC. NUMBER OF UNDERWRITER FIRM SHARES Citigroup Global Markets Inc. 2,625,000 Friedman, Billings, Ramsey & Co., Inc. 892,500 A.G. Edwarxx & Xons, Inc. 000,000 Xxrgan Keegan & Company, Inc. 000,000 Xxxfel, Nicolaus & Company, Incorporated 000,000 ---------- 5,250,000 Total SCHEDULE A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INC. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust (the "Trust") Maryland 100% owned by Equity Inns, Inc. (the "REIT") Equity Inns Services, Inc. ("Services") Tennessee 100% owned by the REIT Equity Inns TRS Holdings, Inc. ("TRS Holdings") Tennessee 100% owned by the Partnership Equity Inns Partnership, L.P. (the "Partnership") Tennessee Approximately 97.3% owned by the Trust; approximately 2.7% owned by various limited partners Equity Inns Partnership II, L.P. Tennessee 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns/West Virginia Partnership, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing Corporation Tennessee 100% owned by the Trust EQI Financing Partnership I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the Partnership EQI Financing Corporation II Tennessee 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the PartnershipLOCK-UP LETTERS

Applicable Law; Counterparts. This Agreement shall will be governed by and construed in accordance with the substantive laws of the State of New York applicable to contracts agreements made and to be performed within the State of New Yorkentirely in said State. This Agreement may be signed executed in various counterparts any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together constitute but one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Partnership, the Trust Company and the several Underwriters. Very truly yours, EQUITY INNS, INCDLJ COMMERCIAL MORTGAGE CORP. By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx----------------------------------- Name: Title: Accepted at New York, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS TRUST By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIP, L.P. By: EQUITY INNS TRUST General Partner By: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, and Treasurer Confirmed New York as of the date first above mentionedwritten above. Citigroup Global Markets Inc. FriedmanXXXXXXXXX, Billings, Ramsey LUFKIN & Co., Inc. A.G. Edwards & Sons, Inc. Morgan Keegan & Company, Xxx. Xtifel, Nicolaxx & Xxxxxxx, Incorporated Xx: Xxxxxroup Global Markexx Xxx. XXXXXXXX SECURITIES CORPORATION By: /s/ Jeffrey Horowitz ------------------------- Naxx--------------------------------- Name: Xxxxxxx Xxxowitz Title: Managing Director For themsxxxxx xxx xx xxxresentative SCHEDULE I Principal or Notional Amount of Relevant Underwriter Class of Offered (and address) Class Certificates to be Purchased ------------- ----- ---------------------------- Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation* Class S $1,564,253,441 000 Xxxx Xxxxxx Class A-1A 291,005,000 Xxx Xxxx, Xxx Xxxx 00000 Class A-1B 835,257,000 Attention: N. Xxxxx XxXxxxx Class A-1C 39,106,000 Class A-2 39,106,000 Class A-3 78,213,000 Class A-4 23,464,000 Class B-1 70,391,000 Class B-2 23,464,000 Class B-3 15,643,000 ----------------- * Only Underwriter ** Notional Amount SCHEDULE II Registration Statement No. 333-32019 Basic Prospectus dated June 15, 1998 Prospectus Supplement dated June 18, 1998 Title of Offered Certificates: Commercial Mortgage Pass-Through Certificates, Series 1998-CG1, Class S, Class A-1A, Class A-1B, Class A-1C, Class A-2, Class A-3, Class A-4, Class B-1, Class B-2 and Class B-3 Cut-off Date: June 1, 1998 Closing: 10:00 a.m. on June 24, 1998 at the several Underwriters named offices of Sidley & Austin 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Initial Aggregate Principal (or, in Schedule A-1 to this Agreement. SCHEDULE A-1 EQUITY INNSthe case of Class S Certificates, INC. NUMBER OF UNDERWRITER FIRM SHARES Citigroup Global Markets Inc. 2,625,000 Friedman, Billings, Ramsey & Co., Inc. 892,500 A.G. Edwarxx & Xons, Inc. 000,000 Xxrgan Keegan & Company, Inc. 000,000 Xxxfel, Nicolaus & Company, Incorporated 000,000 ---------- 5,250,000 Total SCHEDULE Notional) Initial Class Designation Amount of Class(1) Pass-Through Rate Purchase Price(2) Rating(3) ----------------- ------------------ ----------------- ----------------- --------- Class S $1,564,253,441 0.0785%(4) 4.9614000% AAA/AAAr Class A-1A $ 291,005,000 6.1100% 99.875000% AAA/AAA Class A-1B $ 835,257,000 6.4100% 101.000000% AAA/AAA Class A-1C $ 39,106,000 6.4600% 101.015625% AAA/AA+ Class A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INC. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust (the "Trust"$ 39,106,000 6.5100% 101.031250% AA/AA Class A-3 $ 78,213,000 6.6500% 101.046875% A/A Class A-4 $ 23,464,000 6.7600% 100.984375% A/A- Class B-1 $ 70,391,000 6.9100% 101.046875% BBB/BBB Class B-2 $ 23,464,000 7.1503%(4) Maryland 100100.593750% owned by Equity Inns, Inc. (the "REIT"BBB/BBB- Class B-3 $ 15,643,000 7.1503%(4) Equity Inns Services, Inc. ("Services") Tennessee 10098.828125% owned by the REIT Equity Inns TRS Holdings, Inc. ("TRS Holdings") Tennessee 100% owned by the Partnership Equity Inns Partnership, L.P. (the "Partnership") Tennessee Approximately 97.3% owned by the Trust; approximately 2.7% owned by various limited partners Equity Inns Partnership II, L.P. Tennessee 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns/West Virginia Partnership, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing Corporation Tennessee 100% owned by the Trust EQI Financing Partnership I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the Partnership EQI Financing Corporation II Tennessee 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the PartnershipBBB-/NR -------------------

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Company, the Partnership, the Trust Fund and the Manager and the several Underwriters. Very truly yours, EQUITY INNS, INCNUVEEN GEORGIA DIVIDEND ADVANTAGE MUNICIPAL FUND 2 By: --------------------------- Title: Vice President NUVEEN ADVISORY CORP. By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS TRUST By--------------------------- Title: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIP, L.P. By: EQUITY INNS TRUST General Partner By: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, and Treasurer Managing Director Confirmed as of the date first above mentioned. Citigroup Global Markets Inc. Friedman, Billings, Ramsey & Co., Inc. A.G. Edwards & Sons, Inc. Morgan Keegan & Company, Xxx. Xtifel, Nicolaxx & Xxxxxxx, Incorporated Xx: Xxxxxroup Global Markexx Xxx. By: /s/ Jeffrey Horowitz ------------------------- Naxx: Xxxxxxx Xxxowitz Title: Managing Director For themsxxxxx xxx xx xxxresentative written on behalf of themselves and the other several Underwriters named in Schedule A-1 to this AgreementI hereto. SCHEDULE A-1 EQUITY INNSBy: Xxxxxxx Xxxxx Xxxxxx Inc. Nuveen Investments X.X. Xxxxxxx & Sons, Inc. Prudential Securities Incorporated UBS Warburg LLC H&R Block Financial Advisors, Inc. Deutsche Bank Securities Inc. Xxxxxxx Xxxxx & Associates, Inc. SunTrust Capital Markets, Inc. Wachovia Securities, Inc. AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS By: XXXXXXX XXXXX BARNEY INC. NUMBER OF UNDERWRITER FIRM SHARES Citigroup Global Markets By: ----------------------------------- Title: SCHEDULE I Name of Underwriters Number of Common Shares -------------------- ----------------------- Xxxxxxx Xxxxx Xxxxxx Inc. 2,625,000 Friedman, Billings, Ramsey Nuveen Investments X.X. Xxxxxxx & Co.Sons, Inc. 892,500 A.G. Edwarxx & XonsPrudential Securities Incorporated UBS Warburg LLC H&R Block Financial Advisors, Inc. 000,000 Xxrgan Keegan Deutsche Bank Securities Inc. Xxxxxxx Xxxxx & CompanyAssociates, Inc. 000,000 Xxxfel, Nicolaus & Company, Incorporated 000,000 ---------- 5,250,000 Total SCHEDULE A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INC. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust (the "Trust") Maryland 100% owned by Equity InnsSunTrust Capital Markets, Inc. (the "REIT") Equity Inns ServicesWachovia Securities, Inc. ("Services") Tennessee 100% owned by the REIT Equity Inns TRS Holdings, Inc. ("TRS Holdings") Tennessee 100% owned by the Partnership Equity Inns Partnership, L.P. (the "Partnership") Tennessee Approximately 97.3% owned by the Trust; approximately 2.7% owned by various limited partners Equity Inns Partnership II, L.P. Tennessee 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns/West Virginia Partnership, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing Corporation Tennessee 100% owned by the Trust EQI Financing Partnership I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the Partnership EQI Financing Corporation II Tennessee 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the PartnershipInc.

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable without reference to contracts made and to be performed within the State choice of New Yorklaw principles thereunder. This Agreement may be signed in various counterparts counterparts, which together shall constitute one and the same instrument. If signed in counterparts, this This Agreement shall not become be effective unless when, but only when, at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. The Trust, the Company and the Underwriters each hereby irrevocably waive any right they may have to a trial by jury in respect to any claim based upon or arising out of this Agreement or the transactions contemplated hereby. Please confirm that the foregoing correctly sets forth the agreement among the Company, the Partnership, the Trust and the several Underwriters. Very truly yours, EQUITY INNSECA MARCELLUS TRUST I By: The Bank of New York Mellon Trust Company, INC. N.A., as Trustee By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Title: Vice President ENERGY CORPORATION OF AMERICA /s/ Xxxxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxxxx Chief Financial Officer, Secretary, and Treasurer EQUITY INNS TRUST By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIP, L.P. By: EQUITY INNS TRUST General Partner By: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, and Treasurer Confirmed Officer 41 CONFIRMED as of the date first above mentioned. Citigroup Global Markets Inc. Friedman, Billings, Ramsey & Co., Inc. A.G. Edwards & Sons, Inc. Morgan Keegan & Company, Xxx. Xtifel, Nicolaxx & Xxxxxxx, Incorporated Xx: Xxxxxroup Global Markexx Xxx. By: /s/ Jeffrey Horowitz ------------------------- Naxx: Xxxxxxx Xxxowitz Title: Managing Director For themsxxxxx xxx xx xxxresentative on behalf of the Representatives and the other several Underwriters named in Schedule A-1 to this AgreementI hereto. SCHEDULE A-1 EQUITY INNSXXXXXXX XXXXX & ASSOCIATES, INC. NUMBER OF UNDERWRITER FIRM SHARES By: /s/ Xxxxxx House Name: Xxxxxx House Authorized Representative CITIGROUP GLOBAL MARKETS INC. By: /s/ R. Xxxxxx Xxxxx Name: R. Xxxxxx Xxxxx Authorized Representative 42 SCHEDULE I Number Name Firm Units Xxxxxxx Xxxxx & Associates, Inc. 3,521,000 Citigroup Global Markets Inc. 2,625,000 Friedman, Billings, Ramsey 3,521,000 Xxxxxxxxxxx & Co., Co. Inc. 892,500 A.G. Edwarxx 748,212 RBC Capital Markets Corporation 748,212 Xxxxxx X. Xxxxx & Xons, Inc. 000,000 Xxrgan Keegan & Company, Inc. 000,000 Xxxfel, Nicolaus & Company, Incorporated 000,000 ---------- 5,250,000 Co. 264,076 Total 8,802,500 SCHEDULE A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INCII Free Writing Prospectuses None. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust (the "Trust") Maryland 100% owned by Equity Inns, Inc. (the "REIT") Equity Inns Services, Inc. ("Services") Tennessee 100% owned by the REIT Equity Inns TRS Holdings, Inc. ("TRS Holdings") Tennessee 100% owned by the Partnership Equity Inns Partnership, L.P. (the "Partnership") Tennessee Approximately 97.3% owned by the Trust; approximately 2.7% owned by various limited partners Equity Inns Partnership II, L.P. Tennessee 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns/West Virginia Partnership, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing Corporation Tennessee 100% owned by the Trust EQI Financing Partnership I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the Partnership EQI Financing Corporation II Tennessee 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the PartnershipSCHEDULE III Information Included in “Time of Sale Information” Public offering price: $20.00 per Common Unit Number of Firm Units: 8,802,500 SCHEDULE IV Persons Delivering Lock-up Agreements

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New YorkYork without giving effect to the choice of laws or conflict of laws principles thereof. The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company, SLC and each of the Underwriters hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, SLC and the Underwriters, or any of them, with respect to the subject matter hereof. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company and SLC, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof or thereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among between the Company, the Partnership, the Trust Company and the UnderwritersUnderwriter. Very truly yours, EQUITY INNSSLC STUDENT LOAN TRUST 2009-2 By: SLC Student Loan Receivables I, INC. Inc., as Depositor By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Treasurer EQUITY INNS TRUST THE STUDENT LOAN CORPORATION By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIP, L.P. ByXxxxxxx Name: EQUITY INNS TRUST General Partner ByXxxx Xxxxxxx Title: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, and Treasurer CFO Confirmed as of the date first above mentioned. CITIGROUP GLOBAL MARKETS INC., acting on behalf of itself and as Representative of the Underwriters By: /s/ X. Xxxxxxxxx Name: X. Xxxxxxxxx Title: Director SCHEDULE A NOTES UNDERWRITERS PRICE TO PUBLIC UNDERWRITING DISCOUNT PROCEEDS TO DEPOSITOR CONCESSION REALLOWANCE Citigroup Global Markets Inc. Friedman, Billings, Ramsey & Co., Deutsche Bank Securities Inc. A.G. Edwards & Sons, Inc. Morgan Keegan & Company, Xxx. Xtifel, Nicolaxx & Xxxxxxx, Incorporated Xx: Xxxxxroup Global Markexx Xxx. By: /s/ Jeffrey Horowitz ------------------------- Naxx: Xxxxxxx Xxxowitz Title: Managing Director For themsxxxxx xxx xx xxxresentative of the several Underwriters named in Schedule A-1 to this Agreement. SCHEDULE A-1 EQUITY INNS, INC. NUMBER OF UNDERWRITER FIRM SHARES Citigroup Global Markets Inc. 2,625,000 Friedman, Billings, Ramsey & Co., Inc. 892,500 A.G. Edwarxx & Xons, Inc. 000,000 Xxrgan Keegan & Company, Inc. 000,000 Xxxfel, Nicolaus & Company, Incorporated 000,000 ---------- 5,250,000 Total SCHEDULE A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INC. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust (the "Trust") Maryland Class A $1,337,000,000 $573,000,000 100% owned by Equity Inns, Inc. (the "REIT") Equity Inns Services, Inc. ("Services") Tennessee 1000.250% owned by the REIT Equity Inns TRS Holdings, Inc. ("TRS Holdings") Tennessee 10099.750% owned by the Partnership Equity Inns Partnership, L.P. (the "Partnership") Tennessee Approximately 97.30.150% owned by the Trust; approximately 2.70.075% owned by various limited partners Equity Inns Partnership II, L.P. Tennessee 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns/West Virginia Partnership, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing Corporation Tennessee 100% owned by the Trust EQI Financing Partnership I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the Partnership EQI Financing Corporation II Tennessee 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the PartnershipSCHEDULE B

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which that together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Company, the Partnership, the Trust Selling Unitholder and the Underwriters. Very truly yours, EQUITY INNS, INC. By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS TRUST By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIPPLAINS ALL AMERICAN PIPELINE, L.P. By: EQUITY INNS TRUST PAA GP LLC, its General Partner By: PLAINS AAP, L.P., its Sole Member By: PLAINS ALL AMERICAN GP LLC, its General Partner By: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx A. Xxxxxxx Xxxxxxx Name: A. Xxxxxxx Xxxxxxx Title: Vice President VULCAN ENERGY CORPORATION By: /s/ Xxxx Xxxxxdent, Chief Financial Officer, Secretary, Xxxxxxx Name: Xxxx Xxxxxxx Title: President The foregoing Agreement is hereby confirmed and Treasurer Confirmed accepted as of the date first above mentionedwritten. Citigroup Global Markets Inc. FriedmanBarclays Capital Inc. Xxxxxxx Lynch, BillingsPierce, Ramsey Xxxxxx & Co., Xxxxx Incorporated X.X. Xxxxxx Securities LLC UBS Securities LLC For themselves and as Representatives of the several Underwriters By: Citigroup Global Markets Inc. A.G. Edwards & Sons, By: Barclays Capital Inc. Morgan Keegan & Company, Xxx. Xtifel, Nicolaxx & Xxxxxxx, Incorporated Xx: Xxxxxroup Global Markexx Xxx. By: /s/ Jeffrey Horowitz ------------------------- NaxxXxxx Xxxxxxxxxxxx By: /s/ Xxxx Xxxxxxx Xxxowitz Name: Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxx Title: Director Title: Managing Director For themsxxxxx xxx xx xxxresentative By: X.X. Xxxxxx Securities LLC By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxxxxxx Xxxxx By: /s/ Xxxx Xxxxx Name: Xxxxxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director Title: By: UBS Securities LLC By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Executive Director By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Associate Director SCHEDULE I Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 1,650,000 Barclays Capital Inc. 1,200,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 1,012,500 X.X. Xxxxxx Securities LLC 1,200,000 UBS Securities LLC 1,200,000 Xxxxxxx Xxxxx & Associates, Inc. 487,500 RBC Capital Markets LLC 187,500 Xxxxxxx Xxxxxx Xxxxxx Inc. 187,500 Tudor, Pickering, Xxxx & Co. Securities, Inc. 187,500 BMO Capital Markets Corp. 140,625 Xxxxxx Xxxxxxxxxx Xxxxx LLC 46,875 Total 7,500,000 Schedule I to Underwriting Agreement SCHEDULE II Additional Pricing Disclosure Package Pricing Information: Number of Units: 7,500,000 Firm Units or, if the Underwriters exercise in full their option to purchase additional Units granted in Section 3 hereof, 8,625,000 Units Public offering price for the Units: $61.10 per unit Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Pipeline System LLC Plains Products Terminals LLC Plains Midstream Canada ULC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Pine Prairie Energy Center, LLC SG Resources Mississippi LLC Plains LPG Services LP Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Pipeline System LLC Plains Products Terminals LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Pine Prairie Energy Center, LLC SG Resources Mississippi LLC Plains LPG Services LP Schedule IV to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas PAA GP LLC Texas Plains AAP, L.P. Texas Plains All American GP LLC California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Plains Products Terminals LLC California Plains Midstream Canada ULC British Columbia, Xxxxxxxx, Xxxxxx, Xxx Xxxxxxxxx, Xxxx Xxxxxx, Xxxxxxx and Saskatchewan Pacific Pipeline System LLC California Plains West Coast Terminals LLC California Rocky Mountain Pipeline System LLC Utah Pine Prairie Energy Center, LLC Louisiana SG Resources Mississippi LLC Mississippi Plains LPG Services LP California, Illinois, Oklahoma, Texas Exhibit A EXHIBIT B August 11, 2011 Plains All American Pipeline, L.P. Public Offering of Common Units Citigroup Global Markets Inc. Barclays Capital Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities LLC UBS Securities LLC As Representatives of the several Underwriters named in Schedule A-1 to this Agreement. SCHEDULE A-1 EQUITY INNS, INC. NUMBER OF UNDERWRITER FIRM SHARES c/o Citigroup Global Markets Inc. 2,625,000 Friedman000 Xxxxxxxxx Xx., Billings00xx Xxxxx Xxx Xxxx, Ramsey & Co., Inc. 892,500 A.G. Edwarxx & Xons, Inc. 000,000 Xxrgan Keegan & Company, Inc. 000,000 Xxxfel, Nicolaus & Company, Incorporated 000,000 ---------- 5,250,000 Total SCHEDULE A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INC. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the "Trust"“Underwriting Agreement”) Maryland 100% owned by Equity Innsamong Vulcan Energy Corporation, Inc. a Delaware corporation, Plains All American Pipeline, L.P., a Delaware limited partnership (the "REIT"“Partnership”), Citigroup Global Markets Inc., Barclays Capital Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities LLC and UBS Securities LLC and any other party thereto named therein as an underwriter (the “Underwriters”) Equity Inns Servicesrelating to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you and the other underwriters to enter into the Underwriting Agreement, Inc. the undersigned agrees that, except for transfers of Common Units ("Services"as defined in the Underwriting Agreement) Tennessee 100% owned in connection with sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998, 2005 or PPX Successor Long-Term Incentive Plans, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the REIT Equity Inns TRS Holdingsundersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-Up Period”) without the prior written consent of Citigroup Global Markets Inc. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date ("TRS Holdings") Tennessee 100% owned as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, Name: Title: Address: EXHIBIT C CHIEF FINANCIAL OFFICER’S CERTIFICATE August 11, 2011 The undersigned, in his capacity as the Chief Financial Officer of PAA GP LLC, a Delaware limited liability company and the general partner of Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”), does hereby certify that he is familiar with the accounting, operations and record systems of the Partnership and that, to his knowledge after reasonable investigation, there has not been any material adverse change in the financial position, results of operations, cash flows or working capital of the Partnership since June 30, 2011. In addition as of the date of this certificate, the total debt of the Partnership is approximately $5.4 billion. Capitalized terms used but not defined herein have the meanings assigned to them in the Underwriting Agreement dated as of the date hereof by and among the Partnership, Vulcan Energy Corporation and Citigroup Global Markets Inc., Barclays Capital Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities LLC and UBS Securities LLC as the representatives of the Underwriters. This certificate is to assist the Underwriters in conducting and documenting their investigation of the affairs of the Partnership in connection with the offering of the Units covered by the Partnership Equity Inns PartnershipRegistration Statement, L.P. (the "Partnership") Tennessee Approximately 97.3% owned by Pricing Disclosure Package and the Trust; approximately 2.7% owned by various limited partners Equity Inns Partnership II, L.P. Tennessee 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns/West Virginia Partnership, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing Corporation Tennessee 100% owned by the Trust EQI Financing Partnership I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the Partnership EQI Financing Corporation II Tennessee 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the PartnershipProspectus.

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New YorkYork without giving effect to the choice of laws or conflict of laws principles thereof. The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company, SLC and each of the Underwriters hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, SLC and the Underwriters, or any of them, with respect to the subject matter hereof. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company and SLC, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof or thereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among between the Company, the Partnership, the Trust Company and the UnderwritersUnderwriter. Very truly yours, EQUITY INNSSLC STUDENT LOAN TRUST 2007-2 By: SLC Student Loan Receivables I, INC. Inc., as Depositor By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Treasurer EQUITY INNS TRUST THE STUDENT LOAN CORPORATION By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIP, L.P. ByXxxxxxx Xxxxxxxx Name: EQUITY INNS TRUST General Partner ByXxxxxxx Xxxxxxxx Title: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, and Vice President & Treasurer Confirmed as of the date first above mentioned. CITIGROUP GLOBAL MARKETS INC., acting on behalf of itself and as Representative of the Underwriters By: /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Director SCHEDULE A NOTES UNDERWRITER PRICE TO PUBLIC UNDERWRITING DISCOUNT PROCEEDS TO DEPOSITOR CONCESSION REALLOWANCE Citigroup Global Markets Inc. Friedman, Billings, Ramsey & Co., Inc. A.G. Edwards & Sons, Inc. Morgan Keegan & Company, Xxx. Xtifel, Nicolaxx & Xxxxxxx, Xxxxx & Co. Xxxxxx Brothers Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xx: Xxxxxroup Global Markexx Xxx. By: /s/ Jeffrey Horowitz ------------------------- Naxx: Xxxxxxx Xxxowitz Title: Managing Director For themsxxxxx xxx xx xxxresentative of the several Underwriters named in Schedule Class A-1 to this Agreement. SCHEDULE A-1 EQUITY INNS, INC. NUMBER OF UNDERWRITER FIRM SHARES Citigroup Global Markets Inc. 2,625,000 Friedman, Billings, Ramsey & Co., Inc. 892,500 A.G. Edwarxx & Xons, Inc. 000,000 Xxrgan Keegan & Company, Inc. 000,000 Xxxfel, Nicolaus & Company, Incorporated 000,000 ---------- 5,250,000 Total SCHEDULE A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INC. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust (the "Trust") Maryland $365,300,000 $67,440,000 $61,820,000 $67,440,000 100% owned by Equity Inns, Inc. (the "REIT") Equity Inns Services, Inc. ("Services") Tennessee 0.170% 99.830% 0.102% 0.051% Class A-2 $429,650,000 $79,320,000 $72,710,000 $79,320,000 100% owned by the REIT Equity Inns TRS Holdings, Inc. ("TRS Holdings") Tennessee 0.190% 99.810% 0.114% 0.057% Class A-3 330,330,000 $60,984,000 $55,902,000 $60,984,000 100% owned by the Partnership Equity Inns Partnership, L.P. (the "Partnership") Tennessee Approximately 97.30.200% owned by the Trust; approximately 2.799.800% owned by various limited partners Equity Inns Partnership II, L.P. Tennessee 10.120% GP interest held by the Trust; 990.060% LP interest held by the Partnership Equity Inns/West Virginia Partnership, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing Corporation Tennessee Class B* $41,195,000 $0 $5,885,000 $6,420,000 100% owned by the Trust EQI Financing Partnership I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 990.305% LP interest held by the Partnership EQI Financing Corporation II Tennessee 10099.695% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 10.183% GP interest held by EQI Financing Corporation II; 990.0915% LP interest held by the PartnershipTotal $1,166,475,000 $207,744,000 $196,317,000 $214,164,000 $1,784,700,000 $3,390,875 $1,781,309,125

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable without reference to contracts made and to be performed within the State choice of New Yorklaw principles thereunder. This Agreement may be signed in various counterparts counterparts, which together shall constitute one and the same instrument. If signed in counterparts, this This Agreement shall not become be effective unless when, but only when, at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. The Company and the Underwriter each hereby irrevocably waive any right they may have to a trial by jury in respect to any claim based upon or arising out of this Agreement or the transactions contemplated hereby. [The remainder of this page is intentionally left blank.] Please confirm that the foregoing correctly sets forth the agreement among the Company, the Partnership, the Trust Company and the UnderwritersUnderwriter. Very truly yours, EQUITY INNSMARINEMAX, INC. By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Xxxxxxx X. XxXxxx, Xx. Name: Xxxxxxx X. XxXxxx, Xx. Title: Chairman of the Board, President and Chief Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS TRUST By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIP, L.P. By: EQUITY INNS TRUST General Partner By: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, and Treasurer Confirmed Officer CONFIRMED as of the date first above mentioned. Citigroup Global Markets Inc. FriedmanXXXXXXX XXXXX & ASSOCIATES, Billings, Ramsey & Co., Inc. A.G. Edwards & Sons, Inc. Morgan Keegan & Company, Xxx. Xtifel, Nicolaxx & Xxxxxxx, Incorporated Xx: Xxxxxroup Global Markexx XxxINC. By: /s/ Jeffrey Horowitz ------------------------- NaxxXxxx Xxxxxx Authorized Representative SCHEDULE I Free Writing Prospectuses None SCHEDULE II Pricing-Related Information Total number of Firm Shares offered: 2,600,000 shares of Common Stock Public offering price: $7.00 per Share Total number of Additional Shares the Underwriter may purchase to cover over-allotments: 390,000 shares of Common Stock Trade date: September 11, 2009 Settlement date: September 16, 2009 NYSE symbol: HZO SCHEDULE III Officers and Directors Directors Xxxxxxx Xxxowitz Title: Managing Director For themsxxxxx xxx xx xxxresentative of the several Underwriters named in Schedule A-1 to this AgreementX. XxXxxx, Xx. SCHEDULE A-1 EQUITY INNS, INC. NUMBER OF UNDERWRITER FIRM SHARES Citigroup Global Markets Inc. 2,625,000 Friedman, Billings, Ramsey & Co., Inc. 892,500 A.G. Edwarxx & Xons, Inc. 000,000 Xxrgan Keegan & Company, Inc. 000,000 Xxxfel, Nicolaus & Company, Incorporated 000,000 ---------- 5,250,000 Total SCHEDULE A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INC. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust (the "Trust") Maryland 100% owned by Equity Inns, Inc. (the "REIT") Equity Inns Services, Inc. ("Services") Tennessee 100% owned by the REIT Equity Inns TRS Holdings, Inc. ("TRS Holdings") Tennessee 100% owned by the Partnership Equity Inns Partnership, L.P. (the "Partnership") Tennessee Approximately 97.3% owned by the Trust; approximately 2.7% owned by various limited partners Equity Inns Partnership II, L.P. Tennessee 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns/West Virginia Partnership, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing Corporation Tennessee 100% owned by the Trust EQI Financing Partnership I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the Partnership EQI Financing Corporation II Tennessee 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the PartnershipXxxxxxx X. XxXxxx Xxxxxxxx X. Xxxx III Xxxx X. Xxxxxx Xxxxxx X. Xxxx Xxxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Xxxx X. Xxxxxxx

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf York without regard to principles of each party heretoconflicts of law. Please confirm that the foregoing correctly sets forth the agreement among the Company, the Partnership, the Trust Guarantors and the UnderwritersInitial Purchasers. Very truly yours, EQUITY INNS, TENNECO INC. By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Karex X. Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS TRUST ByName: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Karex X. Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIP, L.P. ByTitle: EQUITY INNS TRUST General Partner By: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, and Vice President & Treasurer Confirmed as of the date first above mentioned. Citigroup Global Markets Inc. FriedmanSALOXXX XXXXX XXXNEY INC., Billings, Ramsey & Co., Inc. A.G. Edwards & Sons, Inc. Morgan Keegan & Company, Xxx. Xtifel, Nicolaxx & Xxxxxxx, Incorporated Xxand the Initial Purchasers listed on Schedule I hereto By: Xxxxxroup Global Markexx Saloxxx Xxxxx Xxxnxx Xxx. By: /s/ Jeffrey Horowitz ------------------------- NaxxStepxxx Xxxxxxxxxx Name: Xxxxxxx Xxxowitz Stepxxx Xxxxxxxxxx Title: Managing Director For themsxxxxx xxx xx xxxresentative Vice President 34 SCHEDULE I INITIAL PURCHASERS' PRINCIPAL AMOUNT OF SECURITIES TO BE PURCHASED NAME AMOUNT ---- ------ Saloxxx Xxxxx Xxxney Inc. $ 225,000,000 Credit Suisse First Boston Corporation 62,500,000 Morgxx Xxxnxxx & Xo. Incorporated 37,500,000 Banc of America Securities LLC 37,500,000 Chase Securities Inc. 37,500,000 Bear, Steaxxx & Xo. Inc. 17,500,000 BNY Capital Markets 10,000,000 Banc One Capital Markets 10,000,000 Commerzbank Capital Markets Corporation 10,000,000 Nesbxxx Xxxnx Xxxurities Inc. 8,750,000 First Union Securities, Inc. 8,750,000 ING Barings 8,750,000 Scotia Capital Markets (USA) Inc. 8,750,000 Societe Generale 8,750,000 TD Securities 8,750,000 --------- TOTAL: $ 500,000,000 =========== AUTOMOTIVE SUBSIDIARIES JURISDICTION OF OWNED BY AND INCORPORATION/ NAME PERCENTAGE OWNED ORGANIZATION ---- ---------------- ------------ Tenneco Automotive Inc. Tenneco Inc./100% Delaware Tenneco International Holding Corp. Tenneco Inc./100%(a) Delaware ---------- (a) As of consummation of the several Underwriters named in Spin-Off Transactions. 36 EXHIBIT A [Form of Registration Rights Agreement] (executed and filed as Exhibit 10.23 to the Registration Statement with which this is filed) 37 EXHIBIT B [Form of Opinion of Jenner & Block] October __, 1999 SALOXXX XXXXX XXXNEY INC., and the other Initial Purchasers listed on Schedule A-1 I hereto c/o Saloxxx Xxxxx Xxxnxx Xxx. 388 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Xxdies and Gentlemen: We have acted as special counsel to this Agreement. SCHEDULE A-1 EQUITY INNSTenneco Inc., INC. NUMBER OF UNDERWRITER FIRM SHARES Citigroup Global Markets Inc. 2,625,000 Friedman, Billings, Ramsey & Co., Inc. 892,500 A.G. Edwarxx & Xons, Inc. 000,000 Xxrgan Keegan & Company, Inc. 000,000 Xxxfel, Nicolaus & Company, Incorporated 000,000 ---------- 5,250,000 Total SCHEDULE A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INC. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust a Delaware corporation (the "TrustCompany") Maryland 100% owned ), in connection with the execution, delivery and performance by Equity Innsthe Company of the Purchase Agreement among Saloxxx Xxxxx Xxxney Inc., Inc. the other Initial Purchasers and the Company dated October 8, 1999 (the "REITPurchase Agreement") Equity Inns Services), Inc. ("Services") Tennessee 100pursuant to which the Initial Purchasers are purchasing an aggregate principal amount of $500 million 115/8% owned by the REIT Equity Inns TRS Holdings, Inc. ("TRS Holdings") Tennessee 100% owned by the Partnership Equity Inns Partnership, L.P. Senior Subordinated Notes due 2009 (the "PartnershipNotes"), to be issued pursuant to an indenture dated as of October __, 1999 (the "Indenture") Tennessee Approximately 97.3% owned by between the Trust; approximately 2.7% owned by various limited partners Equity Inns Partnership IICompany and The Bank of New York, L.P. Tennessee 1% GP interest held by as Trustee. This opinion is being delivered pursuant to Section 7(e) of the Trust; 99% LP interest held by Purchase Agreement. Initially capitalized terms not defined herein have the Partnership Equity Inns/West Virginia Partnershipdefinitions set forth in the Purchase Agreement. For purposes of our opinion, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by we have examined the Partnership EQI Financing Corporation Tennessee 100% owned by following documents (the Trust EQI Financing Partnership I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the Partnership EQI Financing Corporation II Tennessee 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the Partnership"Documents"):

Applicable Law; Counterparts. This Agreement Xxxx Xgreement, and the Terms Agreement, shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New YorkYork without giving effect to the choice of laws or conflict of laws principles thereof. This Agreement Agreement, and the Terms Agreement, may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement and the Terms Agreement shall not become effective unless at least one counterpart hereof or thereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the CompanyCompanies, the PartnershipTrust, the Trust The Money Store and the Underwriters. Very truly yours, EQUITY INNSCLASSNOTES TRUST 1997-I By: THE YORK BANK AND TRUST COMPANY, as Eligible Lender Trustee By: /s/ Richard H. Bass Name: Xxxxxxx X. Xxss Title: Xxxx Xxxxxxxxt TRANS-WORLD INSURANCE COMPANY By: /s/ Michael Benoff Name: Xxxxxxx Xxxxxf Title: Xxxxxx Xxxx Xresident CLASSNOTES, INC. By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Michael Benoff Name: Xxxxxxx Xxxxxf Title: Xxxxxx Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS TRUST Xresident THE MONEY STORE INC. By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIP, L.P. ByMichael Benoff Name: EQUITY INNS TRUST General Partner ByXxxxxxx Xxxxff Title: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, and Treasurer Xxxxxxxxx Xxce President Confirmed as of the date first above mentioned. Citigroup Global Markets Inc. Friedman, Billings, Ramsey & Co., Inc. A.G. Edwards & Sons, Inc. Morgan Keegan & Company, Xxx. Xtifel, Nicolaxx & Xxxxxxx, Incorporated XxSALOMON BROTHERS INC By:/s/ John A. Hupalo Name: Xxxxxroup Global Markexx Xxx. By: /s/ Jeffrey Horowitz ------------------------- Naxx: Xxxxxxx Xxxowitz John A. Hupalo Title: Managing Director For themsxxxxx xxx xx xxxresentative of the several Underwriters named in Schedule A-1 to this AgreementFIRST UXXXX XXXXXXX XARKETS CORX. SCHEDULE A-1 EQUITY INNSXx:/x/ Xxseph Parish Name: Joseph Parish Title: Exhibit A TRANS-WORLD INSURANCE COMPANY CLASSNOTES, INC. NUMBER OF UNDERWRITER FIRM SHARES Citigroup Global Markets Inc. 2,625,000 FriedmanAuction Rate Asset Backed Notes TERMS AGREEMENT Dated ______, Billings, Ramsey & Co., Inc. 892,500 A.G. Edwarxx & Xons, Inc. 000,000 Xxrgan Keegan & Company, Inc. 000,000 Xxxfel, Nicolaus & Company, Incorporated 000,000 ---------- 5,250,000 Total SCHEDULE A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS199_ To: TRANS-WORLD INSURANCE COMPANY CLASSNOTES, INC. JURISDICTION Re: Underwriting Agreement dated December __, 1997 Issuer: ClassNotes Trust 1997-I Series Designation: Series 1997-2 TERMS OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust (the "Trust"THE NOTES: FINAL ORIGINAL MATURITY PRINCIPAL INTEREST PRICE TO CLASS DATE AMOUNT RATE UNDERWRITERS(1) Maryland 100% owned by Equity Inns, Inc. (the "REIT") Equity Inns Services, Inc. ("Services") Tennessee 100% owned by the REIT Equity Inns TRS Holdings, Inc. ("TRS Holdings") Tennessee 100% owned by the Partnership Equity Inns Partnership, L.P. (the "Partnership") Tennessee Approximately 97.3% owned by the Trust; approximately 2.7% owned by various limited partners Equity Inns Partnership II, L.P. Tennessee 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns/West Virginia Partnership, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing Corporation Tennessee 100% owned by the Trust EQI Financing Partnership I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the Partnership EQI Financing Corporation II Tennessee 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the Partnership----- -------- --------- --------- --------------- ---------

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable without reference to contracts made and to be performed within the State choice of New Yorklaw principles thereunder. This Agreement may be signed in various counterparts counterparts, which together shall constitute one and the same instrument. If signed in counterparts, this This Agreement shall not become be effective unless when, but only when, at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. The Company and the Underwriters each hereby irrevocably waive any right they may have to a trial by jury in respect to any claim based upon or arising out of this Agreement or the transactions contemplated hereby. Please confirm that the foregoing correctly sets forth the agreement among the Company, the Partnership, the Trust Company and the several Underwriters. Very truly yours, EQUITY INNSARGONAUT GROUP, INC. By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx/S/ XXXXX X. XXXXXXX Vice President, Chief Financial Officer, Secretary, Secretary and Treasurer EQUITY INNS TRUST By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIP, L.P. By: EQUITY INNS TRUST General Partner By: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, and Treasurer Confirmed Counsel CONFIRMED as of the date first above mentioned. Citigroup Global Markets Inc. Friedman, Billings, Ramsey & Co., Inc. A.G. Edwards & Sons, Inc. Morgan Keegan & Company, Xxx. Xtifel, Nicolaxx & Xxxxxxx, Incorporated Xx: Xxxxxroup Global Markexx Xxx. By: /s/ Jeffrey Horowitz ------------------------- Naxx: Xxxxxxx Xxxowitz Title: Managing Director For themsxxxxx xxx xx xxxresentative on behalf of the Representative and the other several Underwriters named in Schedule A-1 to this AgreementI hereto. SCHEDULE A-1 EQUITY INNSXXXXXXX XXXXX & ASSOCIATES, INC. NUMBER OF UNDERWRITER FIRM SHARES Citigroup Global Markets Inc. 2,625,000 Friedman, Billings, Ramsey By: /S/ XXXX X. XXXXXX Authorized Representative SCHEDULE I Name Number Firm Shares Xxxxxxx Xxxxx & Co.Associates, Inc. 892,500 A.G. Edwarxx & Xons, Inc. 000,000 Xxrgan Keegan 2,280,000 Xxxxxxx Xxxxx & Company, Inc. 000,000 XxxfelL.L.C. 1,140,000 Xxxxxx, Nicolaus Xxxxx Xxxxx Incorporated 684,000 Xxxxxxx, Xxxxxxx Securities LLC 456,000 Xxxxxxx & CompanyPartners Securities LLC 240,000 Total: 4,800,000 EXHIBIT A October 28, Incorporated 000,000 ---------- 5,250,000 Total SCHEDULE A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS2003 ARGONAUT GROUP, INC. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust (00000 Xxxxxxx Xxxxx, Xxxxx 000 Xxx Xxxxxxx, Xxxxx 00000 XXXXXXX XXXXX & ASSOCIATES, INC. As Representative of the "Trust") Maryland 100% owned by Equity InnsSeveral Underwriters c/o Raymond Xxxxx & Associates, Inc. 000 Xxxxxxxx Xxxxxxx Xx. Xxxxxxxxxx, XX 00000 Re: Argonaut Group, Inc. (the "REIT"“Company”) Equity Inns Services- Restriction on Stock Sales Dear Sirs: This letter is delivered to you pursuant to the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by the Company, Inc. as issuer, and Xxxxxxx Xxxxx & Associates, Inc., the representative ("Services"the “Representative”) Tennessee 100% of certain underwriters (the “Underwriters”) to be named therein. Upon the terms and subject to the conditions of the Underwriting Agreement, the Underwriters intend to effect a public offering of up to 5,520,000 shares of Common Stock, par value $0.10 per share, of the Company (the “Shares”), as described in and contemplated by the preliminary prospectus supplement, dated October 10, 2003, with respect to the registration statement of the Company on Form S-3, File No. 333-100321 (the “Registration Statement”), as filed with the Securities and Exchange Commission (the “Offering”). The undersigned recognizes that it is in the best financial interests of the undersigned, as an officer or director, or an owner of stock, options, warrants or other securities of the Company (the “Company Securities”), that the Company complete the proposed Offering. The undersigned further recognizes that the Company Securities held by the undersigned are, or may be, subject to certain restrictions on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this letter agreement to further assure the Underwriters that the Company Securities of the undersigned, now held or hereafter acquired, will not enter the public market at a time that might impair the underwriting effort. Therefore, as an inducement to the Underwriters to execute the Underwriting Agreement, the undersigned hereby acknowledges and agrees that the undersigned will not (i) offer, sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of (collectively, a “Disposition”) any Company Securities, or any securities convertible into or exercisable or exchangeable for, or any rights to purchase or otherwise acquire, any Company Securities held by the undersigned or acquired by the undersigned after the date hereof, or that may be deemed to be beneficially owned by the REIT Equity Inns TRS Holdingsundersigned (collectively, the “Lock-Up Shares”), pursuant to the Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Act”), and the Securities Exchange Act of 1934, as amended, for a period commencing on the date hereof and ending 90 days after the date of the Underwriting Agreement (the “Lock-Up Period”), without the prior written consent of Xxxxxxx Xxxxx & Associates, Inc. or ("TRS Holdings"ii) Tennessee 100% owned by exercise or seek to exercise or effectuate in any manner any rights of any nature that the Partnership Equity Inns Partnershipundersigned has or may have hereafter to require the Company to register under the Act the undersigned’s sale, L.P. (transfer or other disposition of any of the "Partnership") Tennessee Approximately 97.3% owned by Lock-Up Shares or other securities of the Trust; approximately 2.7% owned by various limited partners Equity Inns Partnership II, L.P. Tennessee 1% GP interest Company held by the Trust; 99% LP interest held undersigned, or to otherwise participate as a selling securityholder in any manner in any registration effected by the Partnership Equity Inns/West Virginia PartnershipCompany under the Act, L.P. Tennessee 1% GP interest held including under the Registration Statement, during the Lock-Up Period. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging, collar (whether or not for any consideration) or other transaction that is designed to or reasonably expected to lead or result in a Disposition of Lock-Up Shares during the Lock-Up Period, even if such Lock-Up Shares would be disposed of by Services; 99% LP interest held by someone other than such holder. Such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (including any put or call option or reversal or cancellation thereof) with respect to any Lock-Up Shares or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Lock-Up Shares. Notwithstanding the Partnership EQI Financing Corporation Tennessee 100% owned by agreement not to make any Disposition during the Trust EQI Financing Partnership ILock-Up Period, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by you have agreed that the Partnership EQI Financing Corporation II Tennessee 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the Partnershipforegoing restrictions shall not apply to:

Applicable Law; Counterparts. This Agreement shall will be governed by and construed in accordance with the laws of the State of New York applicable to contracts agreements made and to be performed within the State of New Yorkentirely in said State. This Agreement may be signed executed in various counterparts any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together constitute but one and the same instrument. If signed in counterparts, No amendment of any provision of this Agreement shall not become be effective unless at least one counterpart hereof shall have been executed it is in writing and delivered on behalf of each party signed by the parties hereto. Please confirm that EXECUTION VERSION If the foregoing correctly sets forth the is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Partnership, the Trust Wachovia and the several Underwriters. Very truly yours, EQUITY INNSWACHOVIA COMMERCIAL MORTGAGE SECURITIES, INC. By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx XxxxxxxxxXXXXXXX X. XXXXXX Name: Xxxxxxx X. Xxxxxx Title: Managing Director WACHOVIA BANK, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS TRUST NATIONAL ASSOCIATION By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, XXXXXXX X. XXXXXXXX Name: Xxxxxxx X. Xxxxxxxx Title: Managing Director EXECUTION VERSION The foregoing Agreement is hereby confirmed and Treasurer EQUITY INNS PARTNERSHIP, L.P. By: EQUITY INNS TRUST General Partner By: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, and Treasurer Confirmed accepted as of the date first above mentionedwritten. Citigroup Global Markets Inc. FriedmanWACHOVIA CAPITAL MARKETS, Billings, Ramsey & Co., Inc. A.G. Edwards & Sons, Inc. Morgan Keegan & Company, Xxx. Xtifel, Nicolaxx & Xxxxxxx, Incorporated XxLLC By: Xxxxxroup Global Markexx Xxx/s/ XxXXXXXXX X. XXXXXXX Name: Xxxxxxxxx X. Xxxxxxx Title: Vice President COUNTRYWIDE SECURITIES CORPORATION By: /s/ XXXXX XXXXXX Name: Xxxxx Xxxxxx Title: Executive Vice President CITIGROUP GLOBAL MARKETS INC. By: /s/ Jeffrey Horowitz ------------------------- NaxxXxxxxx X. Xxxxx Name: Xxxxxxx Xxxowitz Xxxxxx X. Xxxxx Title: Managing Director For themsxxxxx xxx xx xxxresentative ABN AMRO INCORPORATED By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: VP and Associate General Counsel CREDIT SUISSE FIRST BOSTON LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director [Signature Page to Underwriting Agreement] XXXXXXX, XXXXX & CO. By: /s/ XXXXXXX, XXXXX & Co. Name: Title: EXECUTION VERSION EXHIBIT A Computational Materials WBCMT 2005-C17 Class A-1 Yield Table [LOGO] Price Yield 100-03 4.3323 100-04 4.3194 100-05 4.3066 100-06 4.2937 100-07 4.2809 100-08 4.2681 100-09 4.2553 100-10 4.2424 100-11 4.2296 100-12 4.2168 100-13 4.2040 WAL 2.65001 Mod Dum 2.422 Payment Window Apr05-Oct09 CMT_3MO 3.663 CMT_6MO 3.663 CMT_2YR 3.663 CMT_3YR 3.852 CMT_5YR 4.119 CMT_10YR 4.462 CMT_30YR 4.753 Prepay 0 CPY Default 0 CDR Loss Severity 0% Servicer Advances 100% Liquidation Lag 0 Optional Redemption Call(N) Swap Curve Mat 2YR 3YR 4YR 5YR 6YR 7YR 8YR 9YR 10YR Yld .4175 .4410 .4490 .4275 .45 .4575 .4606 .4513 .4410 Investors should read the Underwriters’ Statement which accompanies these Computational Materials. Prospective investors are advised to carefully read, and should rely solely on, the final prospectus and prospectus supplement (collectively, the “Final Prospectus”) relating to the certificates referred to herein (the “Offered Certificates”) in making their investment decision. These Computational Materials have been based upon the assumptions described above, which most likely will not represent the actual experience of the several Underwriters named Mortgage Pool in the future. No representation is made herein as to the actual rate or timing of principal payments or prepayments on any of the underlying Mortgage Loans in the Mortgage Pool or the actual performance characteristics of the Offered Certificates. Prior to making any investment decision, a prospective investor should receive and fully review the Final Prospectus. NOTHING HEREIN SHOULD BE CONSIDERED AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY ANY OFFERED CERTIFICATES. EXHIBIT B Term Sheets [Form 8-K filed by the Registrant on March 8, 2005, relating to a structural and collateral term sheet is hereby incorporated by reference.] [Form 8-K filed by the Registrant on March 18, 2005, relating to a structural and collateral term sheet is hereby incorporated by reference.] EXECUTION VERSION SCHEDULE I Underwriting Agreement dated March 18, 2005: As used in this Schedule A-1 I, the term “Registration Statement” refers to this Agreementregistration statement No. SCHEDULE A-1 EQUITY INNS333-120922 filed by the Company on Form S-3 and declared effective on December 1, INC2004. NUMBER OF UNDERWRITER FIRM SHARES Citigroup Global Markets Inc. 2,625,000 FriedmanThe term “Base Prospectus” refers to the form of prospectus in the Registration Statement or such later form as most recently filed by the Company pursuant to Rule 424(b) under the Securities Act of 1933, Billingsas amended. The term “Prospectus Supplement” refers to the supplement dated March 18, Ramsey & Co.2005, Inc. 892,500 A.G. Edwarxx & Xonsto the Base Prospectus, Inc. 000,000 Xxrgan Keegan & Company, Inc. 000,000 Xxxfel, Nicolaus & Company, Incorporated 000,000 ---------- 5,250,000 Total SCHEDULE A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INC. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust relating to the mortgage pass through certificates being sold pursuant to the Underwriting Agreement (the "Trust") Maryland 100% owned by Equity Inns, Inc. (the "REIT") Equity Inns Services, Inc. ("Services") Tennessee 100% owned by the REIT Equity Inns TRS Holdings, Inc. ("TRS Holdings") Tennessee 100% owned by the Partnership Equity Inns Partnership, L.P. (the "Partnership") Tennessee Approximately 97.3% owned by the Trust; approximately 2.7% owned by various limited partners Equity Inns Partnership II, L.P. Tennessee 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns/West Virginia Partnership, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing Corporation Tennessee 100% owned by the Trust EQI Financing Partnership I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the Partnership EQI Financing Corporation II Tennessee 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the Partnership“Underwritten Certificates”).

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which that together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Company, the Partnership, the Trust Selling Unitholder and the Underwriters. Very truly yours, EQUITY INNS, INC. By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS TRUST By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIPPLAINS ALL AMERICAN PIPELINE, L.P. By: EQUITY INNS TRUST PAA GP LLC, its General Partner By: PLAINS AAP, L.P., its Sole Member By: PLAINS ALL AMERICAN GP LLC, its General Partner By: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, A. Pxxxxxx Xxxxxxx Name: A. Pxxxxxx Xxxxxxx Title: Vice President VULCAN ENERGY CORPORATION By: /s/ Pxxx Xxxxxxx Name: Pxxx Xxxxxxx Title: President The foregoing Agreement is hereby confirmed and Treasurer Confirmed accepted as of the date first above mentionedwritten. Citigroup Global Markets Inc. FriedmanBarclays Capital Inc. Mxxxxxx Lynch, BillingsPierce, Ramsey Fxxxxx & Co., Sxxxx Incorporated J.X. Xxxxxx Securities LLC UBS Securities LLC For themselves and as Representatives of the several Underwriters By: Citigroup Global Markets Inc. A.G. Edwards & Sons, Inc. Morgan Keegan & Company, Xxx. Xtifel, Nicolaxx & Xxxxxxx, Incorporated Xx: Xxxxxroup Global Markexx Xxx. By: /s/ Jeffrey Horowitz ------------------------- NaxxAxxx Xxxxxxxxxxxx Name: Axxx Xxxxxxxxxxxx Title: President By: Barclays Capital Inc. By: /s/ Mxxx Xxxxxxx Xxxowitz Name: Mxxx Xxxxxxx Title: Managing Director For themsxxxxx xxx xx xxxresentative By: J.X. Xxxxxx Securities LLC By: /s/ Sxxxxxx Xxxxx Name: Sxxxxxx Xxxxx Title: Managing Director By: Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated By: /s/ Mxxx Xxxxx Name: Mxxx Xxxxx Title: By: UBS Securities LLC By: /s/ Mxxxxxx Xxxxxxxxxx Name: Mxxxxxx Xxxxxxxxxx Title: Executive Director By: /s/ Bxxxx Xxxx Name: Bxxxx Xxxx Title: Associate Director SCHEDULE I Underwriter Number of Firm Units to be Purchased Citigroup Global Markets Inc. 1,650,000 Barclays Capital Inc. 1,200,000 Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated 1,012,500 J.X. Xxxxxx Securities LLC 1,200,000 UBS Securities LLC 1,200,000 Rxxxxxx Jxxxx & Associates, Inc. 487,500 RBC Capital Markets LLC 187,500 Sxxxxxx Mxxxxx Xxxxxx Inc. 187,500 Tudor, Pickering, Hxxx & Co. Securities, Inc. 187,500 BMO Capital Markets Corp. 140,625 Jxxxxx Mxxxxxxxxx Xxxxx LLC 46,875 Total 7,500,000 Schedule I to Underwriting Agreement SCHEDULE II Additional Pricing Disclosure Package Pricing Information: Number of Units: 7,500,000 Firm Units or, if the Underwriters exercise in full their option to purchase additional Units granted in Section 3 hereof, 8,625,000 Units Public offering price for the Units: $61.10 per unit Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Pipeline System LLC Plains Products Terminals LLC Plains Midstream Canada ULC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Pine Prairie Energy Center, LLC SG Resources Mississippi LLC Plains LPG Services LP Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Pipeline System LLC Plains Products Terminals LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Pine Prairie Energy Center, LLC SG Resources Mississippi LLC Plains LPG Services LP Schedule IV to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas PAA GP LLC Texas Plains AAP, L.P. Texas Plains All American GP LLC California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Plains Products Terminals LLC California Plains Midstream Canada ULC British Columbia, Mxxxxxxx, Xxxxxx, Xxx Xxxxxxxxx, Xxxx Xxxxxx, Xxxxxxx and Saskatchewan Pacific Pipeline System LLC California Plains West Coast Terminals LLC California Rocky Mountain Pipeline System LLC Utah Pine Prairie Energy Center, LLC Louisiana SG Resources Mississippi LLC Mississippi Plains LPG Services LP California, Illinois, Oklahoma, Texas Exhibit A EXHIBIT B August 11, 2011 Plains All American Pipeline, L.P. Public Offering of Common Units Citigroup Global Markets Inc. Barclays Capital Inc. Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated J.X. Xxxxxx Securities LLC UBS Securities LLC As Representatives of the several Underwriters named in Schedule A-1 to this Agreement. SCHEDULE A-1 EQUITY INNS, INC. NUMBER OF UNDERWRITER FIRM SHARES c/o Citigroup Global Markets Inc. 2,625,000 Friedman300 Xxxxxxxxx Xx., Billings00xx Xxxxx Xxx Xxxx, Ramsey Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Vulcan Energy Corporation, a Delaware corporation, Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”), Citigroup Global Markets Inc., Barclays Capital Inc., Mxxxxxx Lynch, Pierce, Fxxxxx & Co.Sxxxx Incorporated, Inc. 892,500 A.G. Edwarxx & XonsJ.X. Xxxxxx Securities LLC and UBS Securities LLC and any other party thereto named therein as an underwriter (the “Underwriters”) relating to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you and the other underwriters to enter into the Underwriting Agreement, Inc. 000,000 Xxrgan Keegan & the undersigned agrees that, except for transfers of Common Units (as defined in the Underwriting Agreement) in connection with sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998, 2005 or PPX Successor Long-Term Incentive Plans, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, [for Rxxxxx X. Xxxxxxx’x lock-up letter only: other than Kxxxx Xxxxxxxx Capital Income Partners (Q.P.), L.P., Kxxxx Xxxxxxxx Non-Traditional Investments, L.P., Kxxxx Xxxxxxxx Income Partners, L.P., Kxxxx Xxxxxxxx Midstream Institutional Fund, L.P., Kxxxx Xxxxxxxx MLP Fund, L.P., Kxxxx Xxxxxxxx Real Assets Fund, L.P., Kxxxx Xxxxxxxx Energy Total Return Fund, Kxxxx Xxxxxxxx MLP Investment Company, Energy Infrastructure Fund, L.P., CX Xxxxxxxxx Inc. 000,000 Xxxfel(separate account), Nicolaus & Cornell University (separate account), Kxxxx Xxxxxxxx Energy Development Company, Incorporated 000,000 ---------- 5,250,000 Total SCHEDULE A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNSKxxxx Xxxxxxxx Midstream/Energy Fund Inc., INC. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust First Energy Corporation (four separate accounts) and Kayne Midstream Specialty Fund, L.P.] directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the "Trust"“Lock-Up Period”) Maryland 100% owned by Equity Innswithout the prior written consent of Citigroup Global Markets Inc. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), Inc. the agreement set forth above shall likewise be terminated. Yours very truly, Name: Title: Address: EXHIBIT C CHIEF FINANCIAL OFFICER’S CERTIFICATE August 11, 2011 The undersigned, in his capacity as the Chief Financial Officer of PAA GP LLC, a Delaware limited liability company and the general partner of Plains All American Pipeline, L.P., a Delaware limited partnership (the "REIT") Equity Inns Services“Partnership”), Inc. ("Services") Tennessee 100% owned does hereby certify that he is familiar with the accounting, operations and record systems of the Partnership and that, to his knowledge after reasonable investigation, there has not been any material adverse change in the financial position, results of operations, cash flows or working capital of the Partnership since June 30, 2011. In addition as of the date of this certificate, the total debt of the Partnership is approximately $5.4 billion. Capitalized terms used but not defined herein have the meanings assigned to them in the Underwriting Agreement dated as of the date hereof by and among the Partnership, Vulcan Energy Corporation and Citigroup Global Markets Inc., Barclays Capital Inc., Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, J.X. Xxxxxx Securities LLC and UBS Securities LLC as the representatives of the Underwriters. This certificate is to assist the Underwriters in conducting and documenting their investigation of the affairs of the Partnership in connection with the offering of the Units covered by the REIT Equity Inns TRS HoldingsRegistration Statement, Inc. ("TRS Holdings") Tennessee 100% owned by the Partnership Equity Inns Partnership, L.P. (Pricing Disclosure Package and the "Partnership") Tennessee Approximately 97.3% owned by the Trust; approximately 2.7% owned by various limited partners Equity Inns Partnership II, L.P. Tennessee 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns/West Virginia Partnership, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing Corporation Tennessee 100% owned by the Trust EQI Financing Partnership I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the Partnership EQI Financing Corporation II Tennessee 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the PartnershipProspectus.

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New YorkYork without giving effect to the choice of laws or conflict of laws principles thereof. The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof or thereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among between the Company, the Partnership, the Trust Company and the UnderwritersUnderwriter. Very truly yours, EQUITY INNSSLC STUDENT LOAN TRUST 2007-1 By: SLC Student Loan Receivables I, INC. Inc., as Depositor By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Treasurer EQUITY INNS TRUST THE STUDENT LOAN CORPORATION By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Xxxxxx XxXxxx Name: Xxxxxx XxXxxx Title: Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIP, L.P. By: EQUITY INNS TRUST General Partner By: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, and Treasurer Officer Confirmed as of the date first above mentioned. CITIGROUP GLOBAL MARKETS INC., acting on behalf of itself and as Representative of the Underwriters By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Vice President SCHEDULE A NOTES UNDERWRITER PRICE TO PUBLIC UNDERWRITING DISCOUNT PROCEEDS TO DEPOSITOR Citigroup Global Markets Inc. FriedmanBarclays Capital Inc.. Credit Suisse Securities (USA) LLC Xxxxxxx Lynch, BillingsPierce, Ramsey Xxxxxx & Co., Inc. A.G. Edwards & Sons, Inc. Morgan Keegan & Company, Xxx. Xtifel, Nicolaxx & Xxxxxxx, Incorporated Xx: Xxxxxroup Global Markexx Xxx. By: /s/ Jeffrey Horowitz ------------------------- Naxx: Xxxxxxx Xxxowitz Title: Managing Director For themsxxxxx xxx xx xxxresentative of the several Underwriters named in Schedule Xxxxx Class A-1 to this Agreement. SCHEDULE A-1 EQUITY INNS, INC. NUMBER OF UNDERWRITER FIRM SHARES Citigroup Global Markets Inc. 2,625,000 Friedman, Billings, Ramsey & Co., Inc. 892,500 A.G. Edwarxx & Xons, Inc. 000,000 Xxrgan Keegan & Company, Inc. 000,000 Xxxfel, Nicolaus & Company, Incorporated 000,000 ---------- 5,250,000 Total SCHEDULE A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INC. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust (the "Trust") Maryland $146,900,000 $24,860,000 $27,120,000 $27,120,000 100% owned by Equity Inns, Inc. (the "REIT") Equity Inns Services, Inc. ("Services") Tennessee 0.160% 99.840% Class A-2 $106,600,00 $18,040,000 $19,680,000 $19,680,000 100% owned by the REIT Equity Inns TRS Holdings, Inc. ("TRS Holdings") Tennessee 0.170% 99.830% Class A-3 $172,900,000 $29,260,000 $31,920,000 $31,920,000 100% owned by the Partnership Equity Inns Partnership, L.P. (the "Partnership") Tennessee Approximately 97.30.190% owned by the Trust; approximately 2.799.810% owned by various limited partners Equity Inns Partnership II, L.P. Tennessee 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns/West Virginia Partnership, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing Corporation Tennessee Class A-4 $255,385,000 $43,219,000 $47,148,000 $47,148,000 100% owned by the Trust EQI Financing Partnership I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 990.200% LP interest held by the Partnership EQI Financing Corporation II Tennessee 99.800% Class A-5 $209,500,000 $0 $0 $0 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 10.200% GP interest held by EQI Financing Corporation II; 9999.800% LP interest held by the PartnershipClass B $38,900,000 $0 $0 $0 100% 0.250% 99.750% Class C $10,000,000 $0 $0 $0 100% 0.360% 99.640%

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Company, the Partnership, the Trust Plains Parties and the Underwriters. Very truly yours, EQUITY INNSPLAINS ALL AMERICAN PIPELINE, L.P. By: PLAINS AAP, L.P. its General Partner By: PLAINS ALL AMERICAN GP LLC its General Partner By: /s/ Xxxx X. Xxxxxxxxx Xxxx X. Xxxxxxxxx PLAINS AAP, L.P. By: PLAINS ALL AMERICAN GP LLC its General Partner By: /s/ Xxxx X. Xxxxxxxxx Xxxx X. Xxxxxxxxx PLAINS ALL AMERICAN GP LLC By: /s/ Xxxx X. Xxxxxxxxx Xxxx X. Xxxxxxxxx PLAINS MARKETING, L.P. By: PLAINS MARKETING GP INC. its General Partner By: /s/ Xxxx X. Xxxxxxxxx Xxxx X. Xxxxxxxxx PLAINS PIPELINE, L.P. By: PLAINS MARKETING GP INC. its General Partner By: /s/ Xxxx X. Xxxxxxxxx Xxxx X. Xxxxxxxxx PLAINS MARKETING GP INC. By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, X. Xxxxxxxxx Xxxx X. Xxxxxxxxx The foregoing Agreement is hereby confirmed and Treasurer EQUITY INNS TRUST By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIP, L.P. By: EQUITY INNS TRUST General Partner By: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, and Treasurer Confirmed accepted as of the date first above mentionedwritten. WACHOVIA CAPITAL MARKETS, LLC UBS SECURITIES LLC CITIGROUP GLOBAL MARKETS INC. X.X. XXXXXXX & SONS, INC. XXXXXX BROTHERS INC. RBC CAPITAL MARKETS CORPORATION XXXXXXX XXXXXX XXXXXX INC. By: WACHOVIA CAPITAL MARKETS, LLC By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Vice President SCHEDULE I Plains All American Pipeline, L.P. Underwriter Number of Firm Units to be Purchased Wachovia Capital Markets, LC 1,035,000 UBS Securities LLC 1,035,000 Citigroup Global Markets Inc. Friedman, Billings, Ramsey & Co., Inc. A.G. Edwards 828,000 X.X. Xxxxxxx & Sons, Inc. Morgan Keegan & Company540,000 Xxxxxx Brothers Inc. 540,000 RBC Capital Markets Corporation 261,000 Xxxxxxx Xxxxxx Xxxxxx Inc. 261,000 Total 4,500,000 EXHIBIT A Form of Exhibit A to Opinions in Sections 8(c) and (f) Entity Jurisdiction in which registered or qualified Plains All American Pipeline, Xxx. XtifelL.P. Texas Plains AAP, Nicolaxx & XxxxxxxL.P. Texas Plains All American GP LLC California, Incorporated XxLouisiana, Oklahoma, Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing Canada LLC None PMC (Nova Scotia) Company Alberta, British Columbia, Manitoba, Ontario, Saskatchewan Plains Marketing Canada, L.P. Manitoba, Saskatchewan, California, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas Basin Holdings GP LLC Oklahoma, Texas Basin Pipeline Holdings, L.P. Oklahoma, Texas PAA/Vulcan Gas Storage, LLC Louisiana, Michigan, Texas EXHIBIT B [Date] Plains All American Pipeline, L.P. Public Offering of Common Units Wachovia Capital Markets, LLC 0000 Xxxxxx Xxxxxx, Suite 2255 Houston, TX 77002 Dear Sirs: Xxxxxroup Global Markexx Xxx. By: /s/ Jeffrey Horowitz ------------------------- Naxx: Xxxxxxx Xxxowitz Title: Managing Director For themsxxxxx xxx xx xxxresentative This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”), Plains AAP, L.P., Plains All American GP LLC, Plains Marketing GP Inc., Plains Marketing, L.P., Plains Pipeline, L.P., Wachovia Capital Markets, LLC and any other party thereto named therein as an underwriter relating to an underwritten public offering of common units representing limited partner interests of the several Underwriters named Partnership. To induce you and the other underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in Schedule A-1 to this the Underwriting Agreement. SCHEDULE A-1 EQUITY INNS) in connection with (i) the exercise, INC. NUMBER OF UNDERWRITER FIRM SHARES Citigroup Global Markets Inc. 2,625,000 Friedmantermination or other disposition of options expiring on or before December 31, Billings2005 (or common units underlying such options) under the Performance Option Plan of Plains AAP, Ramsey & Co., Inc. 892,500 A.G. Edwarxx & Xons, Inc. 000,000 Xxrgan Keegan & Company, Inc. 000,000 Xxxfel, Nicolaus & Company, Incorporated 000,000 ---------- 5,250,000 Total SCHEDULE A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INC. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust L.P. and Plains All American GP LLC (the "Trust"“Option Plan”) Maryland 100% owned and (ii) sales to pay tax liabilities associated with the vesting of Common Units under Restricted Units or Phantom Units granted under the Plains All American GP LLC 1998 or 2005 Long-Term Incentive Plans or with the exercise of options under the Option Plan, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by Equity Inns, Inc. (the "REIT"actual disposition or effective economic disposition due to cash settlement or otherwise) Equity Inns Services, Inc. ("Services") Tennessee 100% owned by the REIT Equity Inns TRS Holdingsundersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), Inc. directly or indirectly, including the filing ("TRS Holdings"or participation in the filing) Tennessee 100% owned by of a registration statement with the Partnership Equity Inns PartnershipSecurities and Exchange Commission in respect of, L.P. or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 60 days after the date of the Final Prospectus (as defined in the "Partnership"Underwriting Agreement) Tennessee Approximately 97.3% owned by without your prior written consent. If for any reason the Trust; approximately 2.7% owned by various limited partners Equity Inns Partnership IIUnderwriting Agreement is terminated before the Closing Date (as defined in the Underwriting Agreement), L.P. Tennessee 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns/West Virginia Partnershipagreement set forth above shall likewise be terminated. Yours very truly, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing Corporation Tennessee 100% owned by the Trust EQI Financing Partnership I[Signature of officer, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the Partnership EQI Financing Corporation II Tennessee 100% owned by the Trust EQI Financing Partnership IIdirector or common Unitholder] [Name and address of officer, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the Partnershipdirector or common Xxxxxxxxxx]

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New YorkYork without giving effect to the choice of laws or conflict of laws principles thereof. The Sponsor, Servicing Contractor and Greystone Inc. hereby submit to the non exclusive jurisdiction of the federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof or thereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Company, the Partnership, the Trust and the Underwritersparties hereto. Very truly yours, EQUITY INNSGCO ELF LLC By /s/ Xxxxxxx X. Xxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxx Title: Vice President GREYSTONE & CO., INC. ByBy /s/ Xxxxxxx X. Xxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxx Title: Vice President GREYSTONE SERVICING CORPORATION, INC. By /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS TRUST ByXxxxxxx X. Xxxxxxxxxx Name: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIP, L.P. ByXxxxxxx X. Xxxxxxxxxx Title: EQUITY INNS TRUST General Partner By: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, and Treasurer Vice President Confirmed as of the date first above mentioned. CITIGROUP GLOBAL MARKETS INC., acting on behalf of itself and as Representative of the Underwriters By /s/ Xxxx X. Xxx Name: Xxxx X. Xxx Title: Director SCHEDULE A Notes Citigroup Global Markets Inc. Friedman, Billings, Ramsey & Co., Banc of America Securities LLC RBC Xxxx Xxxxxxxx Inc. A.G. Edwards & Sons, Inc. Morgan Keegan & Company, Xxx. Xtifel, Nicolaxx & Xxxxxxx, Incorporated Xx: Xxxxxroup Global Markexx Xxx. By: /s/ Jeffrey Horowitz ------------------------- Naxx: Xxxxxxx Xxxowitz Title: Managing Director For themsxxxxx xxx xx xxxresentative Total Class A-4L $ 127,400,000 $ 18,200,000 $ 36,400,000 $ 182,000,000 Class A-5L $ 119,700,000 $ 17,100,000 $ 34,200,000 $ 171,000,000 Class A-6L $ 171,500,000 $ 24,500,000 $ 49,000,000 $ 245,000,000 Class B-4AR $ 32,000,000 $ 0 $ 0 $ 32,000,000 Total $ 450,600,000 $ 59,800,000 $ 119,600,000 $ 630,000,000 SCHEDULE B Terms of the several Underwriters named in Schedule A-1 Notes Class Interest Rate Final Maturity Date Price to this Agreement. SCHEDULE A-1 EQUITY INNSPublic Underwriting Discount Proceeds to Trust Class A-4L 3-month LIBOR plus 0.03% November 26, INC. NUMBER OF UNDERWRITER FIRM SHARES Citigroup Global Markets Inc. 2,625,000 Friedman2018 100 % 0.35 % $ 181,363,000 Class A-5L 3-month LIBOR plus 0.12% May 25, Billings2021 100 % 0.35 % $ 170,401,500 Class A-6L 3-month LIBOR plus 0.15% May 27, Ramsey & Co.2024 100 % 0.35 % $ 244,142,500 Class B-4AR Auction Rate Notes March 25, Inc. 892,500 A.G. Edwarxx & Xons, Inc. 000,000 Xxrgan Keegan & Company, Inc. 000,000 Xxxfel, Nicolaus & Company, Incorporated 000,000 ---------- 5,250,000 2042 100 % 0.35 % $ 31,888,000 Total SCHEDULE A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INC. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust (the "Trust") Maryland 100% owned by Equity Inns, Inc. (the "REIT") Equity Inns Services, Inc. ("Services") Tennessee 100% owned by the REIT Equity Inns TRS Holdings, Inc. ("TRS Holdings") Tennessee 100% owned by the Partnership Equity Inns Partnership, L.P. (the "Partnership") Tennessee Approximately 97.3% owned by the Trust; approximately 2.7% owned by various limited partners Equity Inns Partnership II, L.P. Tennessee 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns/West Virginia Partnership, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing Corporation Tennessee 100% owned by the Trust EQI Financing Partnership I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the Partnership EQI Financing Corporation II Tennessee 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the Partnership$ 627,795,000

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among between the Company, the Partnership, the Trust Company and the Underwritersseveral Managers. Very truly yours, EQUITY INNSHYPERION TELECOMMUNICATIONS, INC. By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS TRUST ByEdward E. Babcock Name: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIP, L.P. ByTitle: EQUITY INNS TRUST General Partner By: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, and Treasurer Vice President Confirmed as of the date first above mentionedmentioned on behalf of themselves and the other several Managers named in Schedule I hereto. Citigroup Global Markets Inc. Friedman, Billings, Ramsey & Co., Inc. A.G. Edwards & Sons, Inc. Morgan Keegan & Company, XxxSMITH BARNEY INC. Xtifel, Nicolaxx & Xxxxxxx, Incorporated CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED NATIOXXXXXX XXXXXOMERY SECURITIES LLC As Lead Managers for the Several Manxxxxx Xx: Xxxxxroup Global Markexx XxxSMITH BARNEY INC. By: /s/ Jeffrey Horowitz ------------------------- NaxxM.E. Andersen Name: Xxxxxxx Xxxowitz Title: Managing Director For themsxxxxx xxx xx xxxresentative Direxxxx SCHEDULE I HYPERION TELECOMMUNICATIONS INC. Manager Number of the several Underwriters named in Schedule A-1 to this Agreement. Shares Smith Barney Inc. Credit Suisse First Boston (Europe) Limited NatioxxXxxx Xxxxxomery Securities LLC ________________ XXXXX SCHEDULE A-1 EQUITY INNSII Daniel R. Milliard Charles R Drenning Paul D. Fajerski Randolph X. Xxxxxx XXXXXXLE XXX SUBSIDIARIES SCHEDULE IV JOINT VENTURES EXHIBIT A LIST OF EMPLOYEE PENSION AND BENEFIT PLANS OF HYPERION TELECOMMUNICATIONS, INC. NUMBER AND ITS SUBSIDIARIES EXHIBIT B FORM OF UNDERWRITER FIRM SHARES Citigroup Global Markets Inc. 2,625,000 Friedman, Billings, Ramsey & Co., Inc. 892,500 A.G. Edwarxx & Xons, Inc. 000,000 Xxrgan Keegan & Company, Inc. 000,000 Xxxfel, Nicolaus & Company, Incorporated 000,000 ---------- 5,250,000 Total SCHEDULE A-2 DIRECT AND INDIRECT SUBSIDIARIES OPINION OF EQUITY INNS, INC. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust (the "Trust") Maryland 100% owned by Equity Inns, Inc. (the "REIT") Equity Inns Services, Inc. ("Services") Tennessee 100% owned by the REIT Equity Inns TRS Holdings, Inc. ("TRS Holdings") Tennessee 100% owned by the Partnership Equity Inns Partnership, L.P. (the "Partnership") Tennessee Approximately 97.3% owned by the Trust; approximately 2.7% owned by various limited partners Equity Inns Partnership II, L.P. Tennessee 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns/West Virginia Partnership, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing Corporation Tennessee 100% owned by the Trust EQI Financing Partnership I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the Partnership EQI Financing Corporation II Tennessee 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the PartnershipBUCHANAN INGERSOLL

Applicable Law; Counterparts. This Agreement shall be governed by by, and construed in accordance with with, the laws of the State of New York applicable Florida without reference to contracts made and to be performed within the State choice of New Yorklaw principles thereunder. This Agreement may be signed in various counterparts counterparts, which together shall constitute one and the same instrument. If signed in counterparts, this This Agreement shall not become be effective unless when, but only when, at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Fargo, the Selling Stockholders and the Underwriters each hereby irrevocably waive any right they may have to a trial by jury in respect to any claim based upon or arising out of this Agreement or the transactions contemplated hereby. Please confirm that the foregoing correctly sets forth the agreement among the CompanyFargo, the Partnership, the Trust Selling Stockholders and the several Underwriters. Very truly yours, EQUITY INNSFARGO ELECTRONICS, INC. /s/ XXXXXXX X. UPIN Xxxxxxx X. Upin, Vice President and General Counsel THE SELLING STOCKHOLDERS NAMED IN SCHEDULE II By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS TRUST By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIP, L.P. By: EQUITY INNS TRUST General Partner By: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, and Treasurer Confirmed XXXXXXX X. UPIN Attorney-in-Fact CONFIRMED as of the date first above mentioned. Citigroup Global Markets Inc. Friedman, Billings, Ramsey & Co., Inc. A.G. Edwards & Sons, Inc. Morgan Keegan & Company, Xxx. Xtifel, Nicolaxx & Xxxxxxx, Incorporated Xx: Xxxxxroup Global Markexx Xxx. By: /s/ Jeffrey Horowitz ------------------------- Naxx: Xxxxxxx Xxxowitz Title: Managing Director For themsxxxxx xxx xx xxxresentative on behalf of the Representatives and the other several Underwriters named in Schedule A-1 to this AgreementI hereto. SCHEDULE A-1 EQUITY INNSXXXXXXX XXXXX & ASSOCIATES, INC. NUMBER OF UNDERWRITER FIRM SHARES Citigroup Global Markets Inc. 2,625,000 Friedman., BillingsAuthorized Representative By: /s/ XXXXXX X. XXXXX Xxxxxx X. Xxxxx, Ramsey Vice President 29 SCHEDULE I Schedule of Underwriters Underwriter Number of Company Firm Shares to be Purchased Number of Selling Stockholder Firm Shares to be Purchased Total Number of Firm Shares to be Purchased Maximum number of Additional Shares to be Purchased Upon Exercise of Over-Allotment Option Xxxxxxx Xxxxx & Co.Associates, Inc. 892,500 A.G. Edwarxx 93,750 1,031,250 1,125,000 168,750 Xxxxxx X. Xxxxx & Xons, Inc. 000,000 Xxrgan Keegan Co. Incorporated 64,875 515,625 562,500 84,375 Xxxxxxx & Company, Inc. 000,000 Xxxfel46,875 515,625 562,500 84,375 30 SCHEDULE II Schedule of Selling Stockholders Selling Stockholder(1) Total Number of Firm Shares to be Sold TA/Advent VIII L.P. 355,714 Advent Atlantic and Pacific III L.P. 130,145 TA Executives Fund LLC 7,235 TA Investors LLC 6,906 St. Xxxx Venture Capital IV, Nicolaus & Company, Incorporated 000,000 ---------- 5,250,000 Total SCHEDULE A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INC. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust (the "Trust") Maryland 100% owned by Equity Inns, Inc. (the "REIT") Equity Inns Services, Inc. ("Services") Tennessee 100% owned by the REIT Equity Inns TRS Holdings, Inc. ("TRS Holdings") Tennessee 100% owned by the Partnership Equity Inns Partnership, L.P. (the "Partnership") Tennessee Approximately 97.3% owned by the Trust; approximately 2.7% owned by various limited partners Equity Inns Partnership II, L.P. Tennessee 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns/West Virginia Partnership, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing Corporation Tennessee 100% owned by the Trust EQI Financing Partnership LLC 1,519,530 St. Xxxx Venture Capital Affiliates Fund I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the Partnership EQI Financing Corporation II Tennessee 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the PartnershipLLC 42,970 TOTAL 2,062,500

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which that together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Company, the Partnership, the Trust Partnership and the Underwriters. Very truly yours, EQUITY INNS, INC. By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS TRUST By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIPPLAINS ALL AMERICAN PIPELINE, L.P. By: EQUITY INNS TRUST PAA GP LLC, its General Partner By: PLAINS AAP, L.P., its Sole Member By: PLAINS ALL AMERICAN GP LLC, its General Partner By: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, A. Xxxxxxx Xxxxxxx Name: A. Xxxxxxx Xxxxxxx Title: Vice President The foregoing Agreement is hereby confirmed and Treasurer Confirmed accepted as of the date first above mentionedwritten. Citigroup Global Markets Inc. FriedmanXxxxxxx Lynch, BillingsPierce, Ramsey Xxxxxx & Co.Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. Incorporated Xxxxx Fargo Securities, Inc. A.G. Edwards & Sons, Inc. Morgan Keegan & Company, Xxx. Xtifel, Nicolaxx & Xxxxxxx, Incorporated XxLLC By: Xxxxxroup Global Markexx XxxCITIGROUP GLOBAL MARKETS INC. By: /s/ Jeffrey Horowitz ------------------------- NaxxXxxxxxx Xxxxx Name: Xxxxxxx Xxxowitz Xxxxx Title: Director By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director For themsxxxxx xxx xx xxxresentative By: XXXXXX XXXXXXX & CO. INCORPORATED By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President By: XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director SCHEDULE I Plains All American Pipeline, L.P. Number of the several Underwriters named in Schedule A-1 Firm Units Underwriter to this Agreement. SCHEDULE A-1 EQUITY INNS, INC. NUMBER OF UNDERWRITER FIRM SHARES be Purchased Citigroup Global Markets Inc. 2,625,000 Friedman630,000 Xxxxxxx Lynch, BillingsPierce, Ramsey Xxxxxx & Co.Xxxxx Incorporated 630,000 Xxxxxx Xxxxxxx & Co. Incorporated 630,000 Xxxxx Fargo Securities, LLC 630,000 Barclays Capital Inc. 336,000 X.X. Xxxxxx Securities LLC 336,000 Xxxxxxx Xxxxx & Associates, Inc. 892,500 A.G. Edwarxx & Xons, Inc. 000,000 Xxrgan Keegan 336,000 UBS Securities LLC 336,000 Xxxxxx Xxxxxx & Company, Inc. 000,000 Xxxfel168,000 RBC Capital Markets, Nicolaus LLC 168,000 Total 4,200,000 Schedule I to Underwriting Agreement SCHEDULE II Additional Pricing Disclosure Package Pricing Information: Number of Units: 4,200,000 Firm Units or, if the Underwriters exercise in full their option to purchase additional Units granted in Section 2 hereof, 4,830,000 Units Public offering price for the Units: $62.60 per unit Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Pacific Pipeline System LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC PAA Natural Gas Storage, L.P. PNGS GP LLC PAA Natural Gas Storage, LLC Bluewater Natural Gas Holding, LLC Bluewater Gas Storage, LLC BGS Xxxxxxx Gas Storage LLC Pine Prairie Holding LLC Pine Prairie Energy Center, LLC PPEC Bondholder, LLC Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Pacific Pipeline System LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC PAA Natural Gas Storage, L.P. PNGS GP LLC PAA Natural Gas Storage, LLC Bluewater Natural Gas Holding, LLC Bluewater Gas Storage, LLC BGS Xxxxxxx Gas Storage LLC Pine Prairie Holding LLC Pine Prairie Energy Center, LLC PPEC Bondholder, LLC Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas PAA GP LLC Texas Plains AAP, L.P. Texas Plains All American GP LLC California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing Canada, L.P. Saskatchewan, California, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Saskatchewan Pacific Pipeline System LLC California Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah PAA Natural Gas Storage, L.P. Texas PNGS GP LLC Louisiana, Michigan, Texas PAA Natural Gas Storage, LLC Louisiana, Michigan Bluewater Natural Gas Holding, LLC Michigan Bluewater Gas Storage, LLC Michigan BGS Xxxxxxx Gas Storage LLC Michigan Entity Jurisdiction in which registered or qualified Pine Prairie Holding LLC Louisiana Pine Prairie Energy Center, LLC Louisiana PPEC Bondholder, LLC EXHIBIT B November 16, 2010 Plains All American Pipeline, L.P. Public Offering of Common Units Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & CompanyXxxxx Incorporated Xxxxxx Xxxxxxx & Co. Incorporated Xxxxx Fargo Securities, Incorporated 000,000 ---------- 5,250,000 Total SCHEDULE A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNSLLC c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx., INC. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the "Trust"“Underwriting Agreement”) Maryland 100% owned by Equity Innsamong Plains All American Pipeline, Inc. L.P., a Delaware limited partnership (the "REIT"“Partnership”) Equity Inns Servicesand Citigroup Global Markets Inc., Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxx Xxxxxxx & Co. Incorporated and Xxxxx Fargo Securities, LLC and any other party thereto named therein as an underwriter ("Services"the “Underwriters”) Tennessee 100% owned relating to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you and the other underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in the Underwriting Agreement) in connection with (i) the exercise, termination or other disposition of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998, 2005 or PPX Successor Long-Term Incentive Plans or with the exercise of options under the Option Plan, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the REIT Equity Inns TRS Holdingsundersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, Inc. directly or indirectly, including the filing ("TRS Holdings"or participation in the filing) Tennessee 100% owned by of a registration statement with the Partnership Equity Inns PartnershipSecurities and Exchange Commission in respect of, L.P. or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the "Partnership"“Lock-Up Period”) Tennessee Approximately 97.3% owned by without your prior written consent. If for any reason the Trust; approximately 2.7% owned by various limited partners Equity Inns Partnership IIUnderwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), L.P. Tennessee 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns/West Virginia Partnershipagreement set forth above shall likewise be terminated. Yours very truly, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing [For Individuals] Name: Title: Address: [For Vulcan] Vulcan Energy Corporation Tennessee 100% owned by the Trust EQI Financing Partnership I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the Partnership EQI Financing Corporation II Tennessee 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the PartnershipBy: Name: Title: Address: Exhibit C

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New YorkYork without giving effect to the choice of laws or conflict of laws principles thereof. The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof or thereof shall have been executed and delivered on behalf of each party hereto. [Remainder of page intentionally left blank.] Please confirm that the foregoing correctly sets forth the agreement among between the Company, the Partnership, the Trust Company and the Underwriters. Very truly yours, EQUITY INNS, INC. ByNELNET Student Loan Corporation-2 --------------------------------- By /s/ Jeffrey R. Noordhoek Namx: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxxxxx X. Xxxxxhoek Titxx: Xxxxxx Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS TRUST By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIP, L.P. By: EQUITY INNS TRUST General Partner By: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, and Treasurer Xresident Confirmed as of the date first above mentioned. Citigroup Global Markets Inc. Friedman, Billings, Ramsey & Co., Inc. A.G. Edwards & Sons, Inc. Morgan Keegan & Company, Xxx. Xtifel, Nicolaxx & Xxxxxxx, Incorporated XxBANC OF AMERICA SECURITIES LLC By /s/ Christopher G. Cronk --------------------------- Name: Xxxxxroup Global Markexx Xxx. ByChristopher X. Xxxxx Xxxxx: /s/ Jeffrey Horowitz ------------------------- Naxx: Xxxxxxx Xxxowitz Title: Managing Director For themsxxxxx xxx xx xxxresentative of the several Underwriters named in Schedule A-1 to this Agreement. SCHEDULE A-1 EQUITY INNS, Xxxxcipal J.P. MORGAN SECURITIES INC. NUMBER Xx /x/ Xxxxxxx Xxxxann --------------------------- Name: Anthony Hermann Tixxx: Xxxx Xxxxident SCHEDULE A BANC OF UNDERWRITER FIRM SHARES Citigroup Global Markets Inc. 2,625,000 FriedmanAMERICA J.P. MORGAN NOTES SECURITIES LLC SECURITIES INC TOTAL ----- --------------- -------------- ----- 2002A-1 $70,500,000 $ 0 $ 70,500,000 2002A-2 $70,500,000 $ 0 $ 70,500,000 2002A-3 $70,500,000 $ 0 $ 70,500,000 2002A-4 $70,500,000 $ 0 $ 70,500,000 2002A-5 $ 0 $100,000,000 $100,000,000 2002A-6 $ 0 $100,000,000 $100,000,000 2002A-7 $ 0 $ 82,000,000 $ 82,000,000 TERMS OF THE NOTES CLASS INTEREST RATE FINAL MATURITY DATE PRICE TO PUBLIC UNDERWRITING DISCOUNT PROCEEDS TO ISSUER ----- ------------- ------------------- --------------- --------------------- ------------------ 2002A-1 Auction Rate June 1, Billings, Ramsey & Co., Inc. 892,500 A.G. Edwarxx & Xons, Inc. 000,000 Xxrgan Keegan & Company, Inc. 000,000 Xxxfel, Nicolaus & Company, Incorporated 000,000 ---------- 5,250,000 Total SCHEDULE A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INC. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust (the "Trust") Maryland 2035 100% owned by Equity Inns0.25% $ 70,323,750 2002A-2 Auction Rate June 1, Inc. (the "REIT") Equity Inns Services, Inc. ("Services") Tennessee 2035 100% owned by the REIT Equity Inns TRS Holdings0.25% $ 70,323,750 2002A-3 Auction Rate June 1, Inc. ("TRS Holdings") Tennessee 2035 100% owned by the Partnership Equity Inns Partnership0.25% $ 70,323,750 2002A-4 Auction Rate June 1, L.P. (the "Partnership") Tennessee Approximately 97.3% owned by the Trust; approximately 2.7% owned by various limited partners Equity Inns Partnership II, L.P. Tennessee 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns/West Virginia Partnership, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing Corporation Tennessee 2035 100% owned by the Trust EQI Financing Partnership I0.25% $ 70,323,750 2002A-5 Auction Rate June 1, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the Partnership EQI Financing Corporation II Tennessee 2035 100% owned by the Trust EQI Financing Partnership II0.25% $ 99,975,000 2002A-6 Auction Rate June 1, L.P. Tennessee 2035 100% 0.25% $ 99,975,000 2002A-7 Auction Rate June 1, 2035 100% GP interest held by EQI Financing Corporation II; 990.25% LP interest held by the Partnership$ 81,795,000 ------------ TOTAL $562,590,000

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable without reference to contracts made and to be performed within the State choice of New Yorklaw principles thereunder. This Agreement may be signed in various counterparts counterparts, which together shall constitute one and the same instrument. If signed in counterparts, this This Agreement shall not become be effective unless when, but only when, at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. The Company and the Underwriters each hereby irrevocably waive any right they may have to a trial by jury in respect to any claim based upon or arising out of this Agreement or the transactions contemplated hereby. Please confirm that the foregoing correctly sets forth the agreement among the Company, the Partnership, the Trust Company and the several Underwriters. Very truly yours, EQUITY INNSAMEDISYS, INC. By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS TRUST By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIP, L.P. By: EQUITY INNS TRUST General Partner By: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, and Treasurer Confirmed CONFIRMED as of the date first above mentioned. Citigroup Global Markets Inc. Friedman, Billings, Ramsey & Co., Inc. A.G. Edwards & Sons, Inc. Morgan Keegan & Company, Xxx. Xtifel, Nicolaxx & Xxxxxxx, Incorporated Xx: Xxxxxroup Global Markexx Xxx. By: /s/ Jeffrey Horowitz ------------------------- Naxx: Xxxxxxx Xxxowitz Title: Managing Director For themsxxxxx xxx xx xxxresentative for itself and on behalf of the other several Underwriters named in Schedule A-1 to this AgreementI hereto. SCHEDULE A-1 EQUITY INNSBy: XXXXXXX XXXXX & ASSOCIATES, INC. NUMBER OF UNDERWRITER FIRM SHARES Citigroup Global Markets Inc. 2,625,000 Friedman, Billings, Ramsey By: Authorized Representative SCHEDULE I Name Number of Firm Shares Number of Additional Shares Xxxxxxx Xxxxx & Co.Associates, Inc. 892,500 A.G. Edwarxx & XonsWachovia Capital Markets, LLC UBS Securities LLC CIBC World Markets Corp. X.X. Xxxxxx Securities Inc. Total: SCHEDULE II FREE WRITING PROSPECTUSES SCHEDULE III SCHEDULE OF LOCK-UP STOCKHOLDERS 40 EXHIBIT A October , 2006 Amedisys, Inc. 000,000 Xxrgan Keegan 00000 Xxxx Xxxx, Suite 300 Baton Rouge, Louisiana 70816 XXXXXXX XXXXX & Company, Inc. 000,000 Xxxfel, Nicolaus & Company, Incorporated 000,000 ---------- 5,250,000 Total SCHEDULE A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNSASSOCIATES, INC. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust (000 Xxxxxxxx Xxxxxxx Xx. Xxxxxxxxxx, XX 00000 As Representative of the "Trust") Maryland 100% owned by Equity InnsSeveral Underwriters Re: Amedisys, Inc. (the "REIT"“Company”) Equity Inns Services- Restriction on Stock Sales Dear Sirs: This letter is delivered to you pursuant to the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by the Company, Inc. as issuer, and Xxxxxxx Xxxxx & Associates, Inc., the representative ("Services"the “Representative”) Tennessee 100% of certain underwriters (the “Underwriters”) to be named therein. Upon the terms and subject to the conditions of the Underwriting Agreement, the Underwriters intend to effect a public offering of Common Stock, par value $0.001 per share, of the Company (the “Shares”), as described in and contemplated by the registration statement of the Company on Form S-3, File No. 333- (the “Registration Statement”), as filed with the Securities and Exchange Commission on October , 2006 (the “Offering”). The undersigned recognizes that it is in the best financial interests of the undersigned, as an officer or director, or an owner of stock, options, warrants or other securities of the Company (the “Company Securities”), that the Company complete the proposed Offering. The undersigned further recognizes that the Company Securities held by the undersigned are, or may be, subject to certain restrictions on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this letter agreement to further assure the Underwriters that the Company Securities of the undersigned, now held or hereafter acquired, will not enter the public market at a time that might impair the underwriting effort. Therefore, as an inducement to the Underwriters to execute the Underwriting Agreement, the undersigned hereby acknowledges and agrees that the undersigned will not (i) offer, sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of (collectively, a “Disposition”) any Company Securities, or any securities convertible into or exercisable or exchangeable for, or any rights to purchase or otherwise acquire, any Company Securities held by the undersigned or acquired by the undersigned after the date hereof, or that may be deemed to be beneficially owned by the REIT Equity Inns TRS Holdingsundersigned (collectively, Inc. ("TRS Holdings") Tennessee 100% owned by the Partnership Equity Inns Partnership“Lock-Up Shares”), L.P. pursuant to the Rules and Regulations promulgated under the Securities Act of 1933, as amended (the "Partnership"“Act”), and the Securities Exchange Act of 1934, as amended (the “1934 Act”), for a period commencing on the date hereof and ending 90 days after the date of the Company’s Prospectus first filed pursuant to Rule 424(b) Tennessee Approximately 97.3% owned by under the Trust; approximately 2.7% owned by various limited partners Equity Inns Partnership IIAct, L.P. Tennessee 1% GP interest inclusive (the “Lock-Up Period”), without the prior written consent of Xxxxxxx Xxxxx & Associates, Inc.1 or (ii) exercise or seek to exercise or effectuate in any manner any rights of any nature that the undersigned has or may have hereafter to require the Company to register under the Act the undersigned’s sale, transfer or other disposition of any of the Lock-Up Shares or other securities of the Company held by the Trust; 99% LP interest held undersigned, or to otherwise participate as a selling securityholder in any manner in any registration effected by the Partnership Equity Inns/West Virginia PartnershipCompany under the Act, L.P. Tennessee 1% GP interest held including under the Registration Statement, during the Lock-Up Period, notwithstanding the foregoing, if (x) during the last 17 days of the Lock-Up Period, the Company issues a release concerning earnings or material news or a material event relating to the Company occurs; or (y) prior to the expiration of the Lock-Up Period, the Company announces it will release earnings results during the 16 day period beginning on the last day of the Lock-Up Period; the restrictions imposed in this letter agreement shall continue to apply until the expiration of the 18 day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging, collar (whether or not for any consideration) or other transaction that is designed to or reasonably expected to lead or result in a Disposition of Lock-Up Shares during the Lock-Up Period, even if such Lock-Up Shares would be disposed of by Services; 99% LP interest held by someone other than such holder. Such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (including any put or call option or reversal or cancellation thereof) with respect to any Lock-Up Shares or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Lock-Up Shares. Notwithstanding the Partnership EQI Financing Corporation Tennessee 100% owned by agreement not to make any Disposition during the Trust EQI Financing Partnership ILock-Up Period, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by you have agreed that the Partnership EQI Financing Corporation II Tennessee 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the Partnershipforegoing restrictions shall not apply to:

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which that together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Company, the Partnership, the Trust Issuers and the Underwriters. Very truly yours, EQUITY INNS, INC. By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS TRUST By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIPPLAINS ALL AMERICAN PIPELINE, L.P. By: EQUITY INNS TRUST PAA GP LLC, its General Partner By: PLAINS AAP, L.P., its Sole Member By: PLAINS ALL AMERICAN GP LLC, its General Partner By: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, Sxxxxx Xxxxxxx Name: Sxxxxx Xxxxxxx Title: Senior Vice President and Treasurer Confirmed PAA FINANCE CORP. By: /s/ Sxxxxx Xxxxxxx Name: Sxxxxx Xxxxxxx Title: Senior Vice President and Treasurer PAA Signature Page to Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date first above mentionedwritten. Citigroup Global Markets J.X. Xxxxxx Securities LLC Barclays Capital Inc. Friedman, Billings, Ramsey & Co.BofA Securities, Inc. A.G. Edwards & SonsRBC Capital Markets, LLC As Representatives of the several Underwriters By: J.X. Xxxxxx Securities LLC By: Barclays Capital Inc. Morgan Keegan & Company, Xxx. Xtifel, Nicolaxx & Xxxxxxx, Incorporated Xx: Xxxxxroup Global Markexx Xxx. By: /s/ Jeffrey Horowitz ------------------------- NaxxRxxxxx Xxxxxxxxx By: Xxxxxxx Xxxowitz /s/ Axxxxx Xxxxxx Name: Rxxxxx Xxxxxxxxx Name: Axxxxx Xxxxxx Title: Executive Director Title: Managing Director For themsxxxxx xxx xx xxxresentative By: BofA Securities, Inc. By: RBC Capital Markets, LLC By: /s/ Kxxxx Xxxxxx By: /s/ Sxxxx X. Xxxxxxxx Name: Kxxxx Xxxxxx Name: Sxxxx X. Xxxxxxxx Title: Managing Director Title: Authorized Signatory Underwriters’ Signature Page to Underwriting Agreement SCHEDULE I Underwriters Principal Amount of Notes to be Purchased J.X. Xxxxxx Securities LLC $ 108,750,000 Barclays Capital Inc. 108,750,000 BofA Securities, Inc. 108,750,000 RBC Capital Markets, LLC 108,750,000 BBVA Securities Inc. 33,750,000 BMO Capital Markets Corp. 33,750,000 CIBC World Markets Corp. 33,750,000 PNC Capital Markets LLC 33,750,000 SMBC Nikko Securities America, Inc. 33,750,000 SunTrust Rxxxxxxx Xxxxxxxx, Inc. 33,750,000 TD Securities (USA) LLC 33,750,000 U.S. Bancorp Investments, Inc. 33,750,000 Fifth Third Securities, Inc. 15,000,000 ING Financial Markets LLC 15,000,000 Regions Securities LLC 15,000,000 Total $ 750,000,000 SCHEDULE II Filed Pursuant to Rule 433 Registration No. 333-227358 June 8, 2020 Final Term Sheet $750,000,000 3.800% Senior Notes due 2030 Issuers: Plains All American Pipeline, L.P. and PAA Finance Corp. Ratings (Mxxxx’x / S&P / Fitch):* [Ratings Intentionally Omitted] Security Type: Senior unsecured Legal Format: SEC-registered Pricing Date: June 8, 2020 Settlement Date (T+3): June 11, 2020 Maturity Date: September 15, 2030 Principal Amount: $750,000,000 Benchmark Treasury: UST 0.625% due May 15, 2030 Benchmark Treasury Yield: 0.875% Spread to Benchmark Treasury: +295 bps Yield to Maturity: 3.825% Coupon: 3.800% Public Offering Price: 99.794% Net Proceeds (after deducting the underwriting discount and estimated offering expenses): $741.58 million Make-whole Call: T+ 45 bps Call at Par: On or after June 15, 2030 Interest Payment Dates: March 15 and September 15, beginning on September 15, 2020 CUSIP / ISIN: 72650R BN1 / US72650RBN17 Joint Book-Running Managers: J.X. Xxxxxx Securities LLC Barclays Capital Inc. BofA Securities, Inc. RBC Capital Markets, LLC BBVA Securities Inc. BMO Capital Markets Corp. CIBC World Markets Corp. PNC Capital Markets LLC SMBC Nikko Securities America, Inc. SunTrust Rxxxxxxx Xxxxxxxx, Inc. TD Securities (USA) LLC U.S. Bancorp Investments, Inc. Co-Managers: Fifth Third Securities, Inc. ING Financial Markets LLC Regions Securities LLC * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time. Delivery of the notes is expected to be made against payment therefor on or about June 11, 2020, which is the third business day following the date of pricing of the notes (such settlement being referred to as “T+3”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on any date prior to the second business day before delivery will be required, by virtue of the fact that the Notes initially will settle in T+3, to specify an alternate settlement cycle at the time of any such trade to prevent failed settlement and should consult their own advisors. The issuers have filed a registration statement (including a base prospectus) and a prospectus supplement with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus supplement for this offering, the issuers’ prospectus in that registration statement and any other documents the issuers have filed with the SEC for more complete information about the issuers and this offering. You may get these documents for free by visiting EXXXX on the SEC web site at wxx.xxx.xxx. Alternatively, the issuers, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by calling or emailing J.X. Xxxxxx Securities LLC collect at 1-000-000-0000, Barclays Capital Inc. toll-free at 1-000-000-0000, BofA Securities, Inc. toll-free at 1-800-294-1322 or dx.xxxxxxxxxx_xxxxxxxx@xxxx.xxx or RBC Capital Markets, LLC toll-free at 1-000-000-0000. SCHEDULE III Material Subsidiaries Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Pipeline System LLC Plains Midstream Canada ULC Pine Prairie Energy Center, LLC SG Resources Mississippi, L.L.C. Plains LPG Services, L.P. Plains Capline LLC Sunrise Pipeline LLC SCHEDULE IV Domestic Subsidiaries Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Pipeline System LLC Pine Prairie Energy Center, LLC SG Resources Mississippi, L.L.C. Plains LPG Services, L.P. Plains Capline LLC Sunrise Pipeline LLC EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas PAA Finance Corp. Texas PAA GP LLC Texas Plains AAP, L.P. Texas Plains All American GP LLC California, Illinois, Louisiana, Oklahoma, Texas Plains GP Holdings, L.P. Texas PAA GP Holdings LLC Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Plains Midstream Canada ULC Alberta, Manitoba, Ontario, Saskatchewan Pacific Pipeline System LLC California Pine Prairie Energy Center, LLC Louisiana SG Resources Mississippi, L.L.C. Alabama, Mississippi Plains LPG Services, L.P. California, Illinois, Oklahoma Plains Capline LLC N/A Sunrise Pipeline LLC Oklahoma, Texas Exhibit 1 EXHIBIT B CHIEF FINANCIAL OFFICER’S CERTIFICATE June 8, 2020 The undersigned, in his capacity as the Chief Financial Officer of Plains All American GP LLC, a Delaware limited liability company, which is the general partner of Plains AAP, L.P., a Delaware limited liability partnership, which is the sole member of PAA GP LLC, a Delaware limited liability company, which is the general partner of Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”), does hereby certify that he is familiar with the accounting, operations and record systems of the Partnership and that, to his knowledge after reasonable investigation, there has not been any material adverse change in the financial position, results of operations, cash flows or working capital of the Partnership since March 31, 2020. In addition, as of the date of this certificate, the total debt of the Partnership is approximately $10.2 billion. Capitalized terms used but not defined herein have the meanings assigned to them in the Underwriting Agreement dated as of the date hereof by and among the Partnership, PAA Finance Corp., and J.X. Xxxxxx Securities LLC, Barclays Capital Inc., BofA Securities, Inc. and RBC Capital Markets, LLC as the representatives of the several Underwriters. This certificate is to assist the Underwriters named in Schedule A-1 to this Agreement. SCHEDULE A-1 EQUITY INNS, INC. NUMBER OF UNDERWRITER FIRM SHARES Citigroup Global Markets Inc. 2,625,000 Friedman, Billings, Ramsey & Co., Inc. 892,500 A.G. Edwarxx & Xons, Inc. 000,000 Xxrgan Keegan & Company, Inc. 000,000 Xxxfel, Nicolaus & Company, Incorporated 000,000 ---------- 5,250,000 Total SCHEDULE A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INC. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust (conducting and documenting their investigation of the "Trust") Maryland 100% owned by Equity Inns, Inc. (affairs of the "REIT") Equity Inns Services, Inc. ("Services") Tennessee 100% owned Partnership in connection with the offering of the Notes covered by the REIT Equity Inns TRS HoldingsRegistration Statement, Inc. ("TRS Holdings") Tennessee 100% owned by the Partnership Equity Inns Partnership, L.P. (Pricing Disclosure Package and the "Partnership") Tennessee Approximately 97.3% owned by the Trust; approximately 2.7% owned by various limited partners Equity Inns Partnership II, L.P. Tennessee 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns/West Virginia Partnership, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing Corporation Tennessee 100% owned by the Trust EQI Financing Partnership I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the Partnership EQI Financing Corporation II Tennessee 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the PartnershipProspectus.

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which that together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. [Signature Pages Follow] Please confirm that the foregoing correctly sets forth the agreement among the Company, the Partnership, the Trust Issuers and the Underwriters. Very truly yours, EQUITY INNS, INC. By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS TRUST By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIPPLAINS ALL AMERICAN PIPELINE, L.P. By: EQUITY INNS TRUST PAA GP LLC its General Partner By: PLAINS AAP, L.P. its Sole Member By: PLAINS ALL AMERICAN GP LLC its General Partner By: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, Xxxxxxx Xxxxxxxx-Xxxxx Name: Xxxxxxx Xxxxxxxxx-Xxxxx Title: Vice President and Treasurer Confirmed PAA FINANCE CORP. By: /s/ Xxxxxxx Xxxxxxxx-Xxxxx Name: Xxxxxxx Xxxxxxxxx-Xxxxx Title: Vice President and Treasurer PAA Signature Page to Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted by the Underwriters as of the date first above mentionedwritten. Citigroup Global Markets Inc. FriedmanX.X. Xxxxxx Securities LLC Xxxxxxx Lynch, BillingsPierce, Ramsey Xxxxxx & Co.Xxxxx Incorporated As Representatives of the several Underwriters By: X.X. Xxxxxx Securities LLC By: Xxxxxxx Lynch, Inc. A.G. Edwards Pierce, Xxxxxx & Sons, Inc. Morgan Keegan & Company, Xxx. Xtifel, Nicolaxx & Xxxxxxx, Xxxxx Incorporated Xx: Xxxxxroup Global Markexx Xxx. By: /s/ Jeffrey Horowitz ------------------------- NaxxXxxxxxx X. Xxxxxxx By: /s/ R. Xxxxx Xxxxxx Name: Xxxxxxx Xxxowitz X. Xxxxxxx Name: R. Xxxxx Xxxxxx Title: Executive Director Title: Managing Director For themsxxxxx xxx xx xxxresentative Underwriters’ Signature Page to Underwriting Agreement SCHEDULE I Underwriters Principal Amount of the several Underwriters named in Schedule A-1 Notes to this Agreement. SCHEDULE A-1 EQUITY INNSbe Purchased X.X. Xxxxxx Securities LLC $ 136,500,000 Xxxxxxx Lynch, INC. NUMBER OF UNDERWRITER FIRM SHARES Citigroup Global Markets Inc. 2,625,000 FriedmanPierce, Billings, Ramsey Xxxxxx & Co.Xxxxx Incorporated 136,500,000 DNB Markets, Inc. 892,500 A.G. Edwarxx & Xons73,500,000 Mizuho Securities USA Inc. 73,500,000 Mitsubishi UFJ Securities (USA), Inc. 000,000 Xxrgan Keegan & Company28,000,000 Scotia Capital (USA) Inc. 28,000,000 SG Americas Securities, LLC 28,000,000 BBVA Securities Inc. 21,000,000 BNP Paribas Securities Corp. 21,000,000 RBC Capital Markets, LLC 21,000,000 SMBC Nikko Securities America, Inc. 000,000 Xxxfel21,000,000 BB&T Capital Markets, Nicolaus & Companya division of BB&T Securities, Incorporated 000,000 ---------- 5,250,000 Total SCHEDULE A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INC. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust (the "Trust") Maryland 100% owned by Equity InnsLLC 14,000,000 BMO Capital Markets Corp 14,000,000 CIBC World Markets Corp. 14,000,000 Fifth Third Securities, Inc. (the "REIT") Equity Inns Services14,000,000 ING Financial Markets LLC 14,000,000 PNC Capital Markets LLC 14,000,000 Regions Securities LLC 14,000,000 U.S. Bancorp Investments, Inc. ("Services") Tennessee 10014,000,000 Total $ 700,000,000 Schedule I to Underwriting Agreement SCHEDULE II Filed Pursuant to Rule 433 Registration No. 333-184137 August 8, 2013 Final Term Sheet $700,000,000 3.850% owned by the REIT Equity Inns TRS Holdings, Inc. ("TRS Holdings") Tennessee 100% owned by the Partnership Equity Inns PartnershipSenior Notes due 2023 Issuers: Plains All American Pipeline, L.P. (the "Partnership") Tennessee Approximately 97.3% owned by the Trust; approximately 2.7% owned by various limited partners Equity Inns Partnership II, L.P. Tennessee 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns/West Virginia Partnership, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing Corporation Tennessee 100% owned by the Trust EQI Financing Partnership I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the Partnership EQI Financing Corporation II Tennessee 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the Partnershipand PAA Finance Corp.

Applicable Law; Counterparts. This Agreement shall will be governed by and construed in accordance with the substantive laws of the State of New York applicable to contracts agreements made and to be performed within the State of New Yorkentirely in said State. This Agreement may be signed executed in various counterparts any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together constitute but one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Partnership, the Trust Company and the several Underwriters. Very truly yours, EQUITY INNS, INCDLJ COMMERCIAL MORTGAGE CORP. By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx----------------------------------- Name: Title: Accepted at New York, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS TRUST By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIP, L.P. By: EQUITY INNS TRUST General Partner By: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, and Treasurer Confirmed New York as of the date first above mentionedwritten above. Citigroup Global Markets Inc. FriedmanXXXXXXXXX, Billings, Ramsey XXXXXX & Co., Inc. A.G. Edwards & Sons, Inc. Morgan Keegan & Company, Xxx. Xtifel, Nicolaxx & Xxxxxxx, Incorporated Xx: Xxxxxroup Global Markexx Xxx. XXXXXXXX SECURITIES CORPORATION By: /s/ Jeffrey Horowitz ------------------------- Naxx----------------------------- Name: Xxxxxxx Xxxowitz Title: Managing Director For themsxxxxx xxx xx xxxresentative SCHEDULE I Principal or Notional Amount of Relevant Underwriter Class of Offered (and address) Class Certificates to be Purchased ------------- ----- ---------------------------- Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation(1) Class S $1,107,680,439(2) 000 Xxxx Xxxxxx Xxxxx X-0X $218,044,000 New York, New York 10172 Class A-1B $579,485,000 Attention: N. Xxxxx XxXxxxx Class A-2 $ 55,384,000 Class A-3 $ 60,923,000 Class A-4 $ 13,846,000 Class B-1 $ 41,538,000 Class B-2 $ 16,615,000 ----------------- (1) Only Underwriter (2) Notional Amount SCHEDULE II Registration Statement No. 333-59167 Basic Prospectus dated November 20, 1998 Prospectus Supplement dated November 2, 1998 Title of Offered Certificates: Commercial Mortgage Pass-Through Certificates, Series 1998-CF2, Class S, Class A-1A, Class A-1B, Class A-2, Class A-3, Class A-4, Class B-1 and Class B-2 Cut-off Date: December 1, 1998 Closing: 10:00 a.m. on December 3, 1998 at the several Underwriters named in Schedule A-1 to this Agreement. SCHEDULE A-1 EQUITY INNSoffices of Sidley & Austin 000 Xxxxx Xxxxxx Xxx Xxxx, INC. NUMBER OF UNDERWRITER FIRM SHARES Citigroup Global Markets Inc. 2,625,000 Friedman, Billings, Ramsey & Co., Inc. 892,500 A.G. Edwarxx & Xons, Inc. 000,000 Xxrgan Keegan & Company, Inc. 000,000 Xxxfel, Nicolaus & Company, Incorporated 000,000 Xxx Xxxx 00000 Initial Aggregate Certificate Principal Balance or Notional Initial Class Designation Amount of Class(1) Pass-Through Rate Purchase Price(2) Rating (3) ----------------- --------------- ----------------- ----------------- ---------- 5,250,000 Total SCHEDULE Class S $1,107,680,439 0.8514% N/A Aaa/AAA Class A-1A $218,044,000 5.8800% 100.500000 Aaa/AAA Class A-1B $579,485,000 6.2400% 100.515625 Aaa/AAA Class A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INC. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust (the "Trust") Maryland 100$ 55,384,000 6.4800% owned by Equity Inns, Inc. (the "REIT") Equity Inns Services, Inc. ("Services") Tennessee 100101.500000 Aa2/AA Class A-3 $ 60,923,000 6.6700% owned by the REIT Equity Inns TRS Holdings, Inc. ("TRS Holdings") Tennessee 100101.515625 A2/A Class A-4 $ 13,846,000 6.9000% owned by the Partnership Equity Inns Partnership, L.P. (the "Partnership") Tennessee Approximately 97.3101.531250 A3/A- Class B-1 $ 41,538,000 7.0663% owned by the Trust; approximately 2.799.833333 Baa2/BBB Class B-2 $ 16,615,000 7.0663% owned by various limited partners Equity Inns Partnership II, L.P. Tennessee 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns93.027778 Baa3/West Virginia Partnership, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing Corporation Tennessee 100% owned by the Trust EQI Financing Partnership I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the Partnership EQI Financing Corporation II Tennessee 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the PartnershipBBB- ------------------

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New YorkYork without giving effect to the choice of laws or conflict of laws principles thereof. The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company, SLC and each of the Underwriters hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, SLC and the Underwriters, or any of them, with respect to the subject matter hereof. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company and SLC, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof or thereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among between the Company, the Partnership, the Trust Company and the Underwriters. Very truly yours, EQUITY INNSSLC STUDENT LOAN TRUST 2009-3 By: SLC Student Loan Receivables I, INC. Inc., as Depositor By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Treasurer EQUITY INNS TRUST THE STUDENT LOAN CORPORATION By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIP, L.P. By: EQUITY INNS TRUST General Partner By: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, and Treasurer Officer Confirmed as of the date first above mentioned. CITIGROUP GLOBAL MARKETS INC., acting on behalf of itself and as Representative of the Underwriters By: /s/ X. Xxxxxxxxx Name: X. Xxxxxxxxx Title: Director SCHEDULE A UNDERWRITER NOTES Citigroup Global Markets Inc. Friedman, Billings, Ramsey & Co., Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. A.G. Edwards & Sons, Inc. Morgan Keegan & Company, Xxx. Xtifel, Nicolaxx & Xxxxxxx, Incorporated Xx: Xxxxxroup Global Markexx Xxx. By: /s/ Jeffrey Horowitz ------------------------- Naxx: Xxxxxxx Xxxowitz Title: Managing Director For themsxxxxx xxx xx xxxresentative of the several Underwriters named in Schedule A-1 to this Agreement. SCHEDULE A-1 EQUITY INNS, INC. NUMBER OF UNDERWRITER FIRM SHARES Citigroup Global Markets Inc. 2,625,000 Friedman, Billings, Ramsey Xxxxx & Co., Inc. 892,500 A.G. Edwarxx & Xons, Inc. 000,000 Xxrgan Keegan & Company, Inc. 000,000 Xxxfel, Nicolaus & Company, Incorporated 000,000 ---------- 5,250,000 Total SCHEDULE A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INC. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust (the "Trust") Maryland Co. PRICE TO PUBLIC UNDERWRITING DISCOUNT PROCEEDS TO DEPOSITOR CONCESSION RE-ALLOWANCE Class A $1,145,599,999 $95,466,667 $95,466,667 $95,466,667 100% owned by Equity Inns, Inc. (the "REIT") Equity Inns Services, Inc. ("Services") Tennessee 1000.250% owned by the REIT Equity Inns TRS Holdings, Inc. ("TRS Holdings") Tennessee 10099.750% owned by the Partnership Equity Inns Partnership, L.P. (the "Partnership") Tennessee Approximately 97.30.150% owned by the Trust; approximately 2.70.075% owned by various limited partners Equity Inns Partnership II, L.P. Tennessee 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns/West Virginia Partnership, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing Corporation Tennessee 100% owned by the Trust EQI Financing Partnership I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the Partnership EQI Financing Corporation II Tennessee 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the PartnershipSCHEDULE B

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which that together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Company, the Partnership, the Trust Partnership and the Underwriters. Very truly yours, EQUITY INNS, INC. By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS TRUST By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIPPLAINS ALL AMERICAN PIPELINE, L.P. By: EQUITY INNS TRUST PAA GP LLC, its General Partner By: PLAINS AAP, L.P., its Sole Member By: PLAINS ALL AMERICAN GP LLC, its General Partner By: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, A. Xxxxxxx Xxxxxxx Name: A. Xxxxxxx Xxxxxxx Title: Vice President The foregoing Agreement is hereby confirmed and Treasurer Confirmed accepted as of the date first above mentionedwritten. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Citigroup Global Markets Inc. Friedman, Billings, Ramsey X.X. Xxxxxx Securities LLC UBS Securities LLC Xxxxxxx Xxxxx & Co.Associates, Inc. A.G. Edwards By: Xxxxxxx Lynch, Pierce, Xxxxxx & Sons, Xxxxx Incorporated By: Barclays Capital Inc. Morgan Keegan & Company, Xxx. Xtifel, Nicolaxx & Xxxxxxx, Incorporated Xx: Xxxxxroup Global Markexx Xxx. By: /s/ Jeffrey Horowitz ------------------------- NaxxXxxxxxx Xxxxxx By: /s/ Xxxxxxxx Xxxx Name: Xxxxxxx Xxxowitz Xxxxxx Name: Xxxxxxxx Xxxx Title: Managing Director For themsxxxxx xxx xx xxxresentative Title: Vice President By: Citigroup Global Markets Inc. By: X.X. Xxxxxx Securities LLC By: /s/ Xxxxxxx Xxxxx By: /s/ Xxx Xxxxxx-Xxxxx Name: Xxxxxxx Xxxxx Name: Xxx Xxxxxx-Xxxxx Title: Director Title: Managing Director By: UBS Securities LLC By: Xxxxxxx Xxxxx & Associates, Inc. By: /s/ Xxxxxxxx Xxxxxxxx By: /s/ Xxxx Xxxxxxxxx Name: Xxxxxxxx Xxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director Title: Managing Director By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Associate Director SCHEDULE I Plains All American Pipeline, L.P. Number of Firm Units to be Underwriter Purchased Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 1,080,000 Citigroup Global Markets Inc. 1,050,000 Barclays Capital Inc. 960,000 X.X. Xxxxxx Securities LLC 924,000 UBS Securities LLC 888,000 Xxxxxxx Xxxxx & Associates, Inc. 384,000 RBC Capital Markets LLC 348,000 Xxxxxx Xxxxxx & Company, Inc. 114,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 114,000 Xxxxxxxxxxx & Co. Inc. 96,000 BMO Capital Markets Corp. 31,500 Xxxxxx Xxxxxxxxxx Xxxxx LLC 10,500 Total 6,000,000 Schedule I to Underwriting Agreement SCHEDULE II Additional Pricing Disclosure Package Pricing Information: Number of Units: 6,000,000 Firm Units or, if the Underwriters exercise in full their option to purchase additional Units granted in Section 2 hereof, 900,000 Units Public offering price for the Units: $65.03 per unit Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Pipeline System LLC Plains Products Terminals LLC Plains Midstream Canada ULC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Pine Prairie Energy Center, LLC SG Resources Mississippi LLC Plains LPG Services LP Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Pipeline System LLC Plains Products Terminals LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Pine Prairie Energy Center, LLC SG Resources Mississippi LLC Plains LPG Services LP Schedule IV to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas PAA GP LLC Texas Plains AAP, L.P. Texas Plains All American GP LLC California, Illinois, Louisiana, Oklahoma,Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Plains Products Terminals LLC California Plains Midstream Canada ULC British Columbia, Xxxxxxxx, Xxxxxx, Xxx Xxxxxxxxx, Xxxx Xxxxxx, Xxxxxxx and Saskatchewan Pacific Pipeline System LLC California Plains West Coast Terminals LLC California Rocky Mountain Pipeline System LLC Utah Pine Prairie Energy Center, LLC Louisiana SG Resources Mississippi LLC Mississippi Plains LPG Services LP California, Illinois, Oklahoma, Texas XXXXXXX X Xxxxxxxx 0, 0000 Xxxxxx All American Pipeline, L.P. Public Offering of Common Units Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC UBS Securities LLC Xxxxxxx Xxxxx & Associates, Inc. As Representatives of the several Underwriters named c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in Schedule A-1 to this connection with the proposed Underwriting Agreement (the “Underwriting Agreement. SCHEDULE A-1 EQUITY INNS”) among Plains All American Pipeline, INC. NUMBER OF UNDERWRITER FIRM SHARES L.P., a Delaware limited partnership (the “Partnership”) and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc. 2,625,000 FriedmanInc., BillingsX.X. Xxxxxx Securities LLC, Ramsey UBS Securities LLC and Xxxxxxx Xxxxx & Co.Associates, Inc. 892,500 A.G. Edwarxx and any other party thereto named therein as an underwriter (the “Underwriters”) relating to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you and the other underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in the Underwriting Agreement) in connection with sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998, 2005 or PPX Successor Long-Term Incentive Plans, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-Up Period”) without the prior written consent of Xxxxxxx Lynch, Pierce, Xxxxxx & XonsXxxxx Incorporated. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, Name: Title: Address: Exhibit C CHIEF FINANCIAL OFFICER’S CERTIFICATE November 9, 2011 The undersigned, in his capacity as the Chief Financial Officer of PAA GP LLC, a Delaware limited liability company and the general partner of Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”), does hereby certify that he is familiar with the accounting, operations and record systems of the Partnership and that, to his knowledge after reasonable investigation, there has not been any material adverse change in the financial position, results of operations, cash flows or working capital of the Partnership since September 30, 2011. In addition, as of the date of this certificate, the total debt of the Partnership is approximately $5.0 billion. Capitalized terms used but not defined herein have the meanings assigned to them in the Underwriting Agreement dated as of the date hereof by and among the Partnership and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc., X.X. Xxxxxx Securities LLC, UBS Securities LLC and Xxxxxxx Xxxxx & Associates, Inc. 000,000 Xxrgan Keegan & Company, Inc. 000,000 Xxxfel, Nicolaus & Company, Incorporated 000,000 ---------- 5,250,000 Total SCHEDULE A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INCas the representatives of the Underwriters. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust (This certificate is to assist the "Trust") Maryland 100% owned by Equity Inns, Inc. (Underwriters in conducting and documenting their investigation of the "REIT") Equity Inns Services, Inc. ("Services") Tennessee 100% owned affairs of the Partnership in connection with the offering of the Units covered by the REIT Equity Inns TRS HoldingsRegistration Statement, Inc. ("TRS Holdings") Tennessee 100% owned by the Partnership Equity Inns Partnership, L.P. (Pricing Disclosure Package and the "Partnership") Tennessee Approximately 97.3% owned by the Trust; approximately 2.7% owned by various limited partners Equity Inns Partnership II, L.P. Tennessee 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns/West Virginia Partnership, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing Corporation Tennessee 100% owned by the Trust EQI Financing Partnership I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the Partnership EQI Financing Corporation II Tennessee 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the PartnershipProspectus.

Applicable Law; Counterparts. This Underwriting Agreement shall will ---------------------------- be governed by and construed in accordance with the laws of the State of New York applicable without giving effect to contracts made and to be performed within the State provisions thereof concerning conflict of New Yorklaws. This Underwriting Agreement may be signed executed in various counterparts any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together constitute but one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Partnership, the Trust Contract Seller and the Underwriters. Very truly yours, EQUITY INNS, INCGREENPOINT CREDIT CORP. By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxxxxx X. Xxxx Xxxxxxxxx---------------------------- Name: Xxxxxxx X. Xxxx Title: Senior Vice President Accepted at New York, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS TRUST By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIP, L.P. By: EQUITY INNS TRUST General Partner By: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, and Treasurer Confirmed New York as of the date first above mentionedwritten above. Citigroup Global Markets Inc. Friedman, Billings, Ramsey & Co., Inc. A.G. Edwards & Sons, Inc. Morgan Keegan & Company, Xxx. Xtifel, Nicolaxx & Xxxxxxx, Incorporated Xx: Xxxxxroup Global Markexx Xxx. CREDIT SUISSE FIRST BOSTON CORPORATION (for itself and for the other Underwriters set forth in Schedule I hereto) By: /s/ Jeffrey Horowitz ------------------------- NaxxXxxxxxx X'Xxxxxxxx -------------------------- Name: Xxxxxxx Xxxowitz X'Xxxxxxxx Title: Managing Director For themsxxxxx xxx xx xxxresentative SCHEDULE I Amount of the several Underwriters named in Schedule A-1 Series 1998-1,Class I A Underwriter Certificates to this Agreementbe Purchased ----------- ---------------------------- Credit Suisse First Boston Corporation $159,326,066 Bear, Xxxxxxx & Co. Inc. 159,324,000 NationsBanc Xxxxxxxxxx Securities LLC 159,324,000 Amount of Series 1998-1,Class II A Underwriter Certificates to be Purchased ----------- ---------------------------- Credit Suisse First Boston Corporation $ 83,250,815 Bear, Xxxxxxx & Co. Inc. 83,249,000 NationsBanc Xxxxxxxxxx Securities LLC 83,249,000 18 SCHEDULE II Registration Statement No. SCHEDULE A-1 EQUITY INNS333-59731 Base Prospectus dated November 17, INC. NUMBER OF UNDERWRITER FIRM SHARES Citigroup Global Markets Inc. 2,625,000 Friedman1998 Prospectus Supplement dated November 17, Billings, Ramsey & Co., Inc. 892,500 A.G. Edwarxx & Xons, Inc. 000,000 Xxrgan Keegan & Company, Inc. 000,000 Xxxfel, Nicolaus & Company, Incorporated 000,000 ---------- 5,250,000 Total SCHEDULE A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INC. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust (the "Trust") Maryland 100% owned by Equity Inns, Inc. (the "REIT") Equity Inns Services, Inc. ("Services") Tennessee 100% owned by the REIT Equity Inns TRS Holdings, Inc. ("TRS Holdings") Tennessee 100% owned by the Partnership Equity Inns Partnership, L.P. (the "Partnership") Tennessee Approximately 97.3% owned by the Trust; approximately 2.7% owned by various limited partners Equity Inns Partnership II, L.P. Tennessee 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns/West Virginia Partnership, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing Corporation Tennessee 100% owned by the Trust EQI Financing Partnership I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the Partnership EQI Financing Corporation II Tennessee 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the Partnership1998

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among between the Company, the Partnership, the Trust Company and the Underwritersseveral Managers. Very truly yours, EQUITY INNS, INC. ADELPHIA COMMUNICATIONS CORPORATION By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS TRUST ByJames R. Brown Name: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIP, L.P. ByJamxx X. Xxxxx Title: EQUITY INNS TRUST General Partner By: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, and Treasurer Vixx Xxxxxxxxx Confirmed as of the date first above mentionedmentioned on behalf of themselves and the other several Managers named in Schedule I hereto. Citigroup Global Markets Inc. Friedman, Billings, Ramsey & Co., Inc. A.G. Edwards & Sons, Inc. Morgan Keegan & Company, XxxSMITH BARNEY INC. Xtifel, Nicolaxx & Xxxxxxx, Incorporated XxGOLDMAN SACHS INTERNATIONAL NATIONSBANC MONTGOMERX XXXXXXXXXX LLC CXXXXX XUXXXX FIRST BOSTON (EUROPE) LIMITXX XXXXXX BROTHERS INTERNATIONAL (EUROPE) THE TORONTO-DOMINION BANK Ax Xxxx Managers for the Several Managers By: Xxxxxroup Global Markexx XxxSMITH BARNEY INC. By: /s/ Jeffrey Horowitz ------------------------- NaxxMichael E. Anderson Name: Xxxxxxx Xxxowitz X. Xnderson Title: Managing Director For themsxxxxx xxx xx xxxresentative SCHEDULE I ADELPHIA COMMUNICATIONS CORPORATION Manager Number of the several Underwriters named in Schedule A-1 to this Agreement. Firm Shares ------- --------------------- Smith Barney Inc. 191,000 Xxxxxxx Sachs International 191,000 XxxionsBanc Montgomery Securities LLC 191,333 Credit Sxxxxx Xxxxt Boston (Europe) Limited 82,000 Lehman Brothers International (Europe) 82,000 Xxe Toronto-Dominion Bank 82,000 TOTAL 820,000 SCHEDULE A-1 EQUITY INNSII LOCK-UP LETTERS John J. Rigas Michael J. Rigas Timothy J. Rigas Xxxxx K. Rigas Xxxxx X. Rigas Xxxxxxxx Communicatxxxx, INC. NUMBER OF UNDERWRITER FIRM SHARES Citigroup Global Markets Inc. 2,625,000 FriedmanX.X.X. Hixxxxxx Xxxxxxxed Communications, Billings, Ramsey & Co., Inc. 892,500 A.G. Edwarxx & Xons, Inc. 000,000 Xxrgan Keegan & Company, Inc. 000,000 Xxxfel, Nicolaus & Company, Incorporated 000,000 ---------- 5,250,000 Total SCHEDULE A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INC. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust (the "Trust") Maryland 100% owned by Equity Inns, Inc. (the "REIT") Equity Inns Services, Inc. ("Services") Tennessee 100% owned by the REIT Equity Inns TRS L.L.C. Syracuse Hilton Head Holdings, Inc. ("TRS L.P. Doris Holdings") Tennessee 100% owned by the Partnership Equity Inns Partnership, L.P. (the "Partnership") Tennessee Approximately 97.3% owned by the Trust; approximately 2.7% owned by various limited partners Equity Inns Partnership IIEleni Acquisition, L.P. Tennessee 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns/West Virginia Partnership, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing Corporation Tennessee 100% owned by the Trust EQI Financing Partnership I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the Partnership EQI Financing Corporation II Tennessee 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the PartnershipInc.

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New YorkYork without giving effect to the choice of laws or conflict of laws principles thereof. The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company, SLC and each of the Underwriters hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, SLC and the Underwriters, or any of them, with respect to the subject matter hereof. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company and SLC, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof or thereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among between the Company, the Partnership, the Trust Company and the UnderwritersUnderwriter. Very truly yours, EQUITY INNSSLC STUDENT LOAN TRUST 2008-1 By: SLC Student Loan Receivables I, INC. Inc., as Depositor By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Treasurer EQUITY INNS TRUST THE STUDENT LOAN CORPORATION By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIP, L.P. By: EQUITY INNS TRUST General Partner By: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, and Treasurer Officer Confirmed as of the date first above mentioned. CITIGROUP GLOBAL MARKETS INC., acting on behalf of itself and as Representative of the Underwriters By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Director SCHEDULE A NOTES* UNDERWRITER PRICE TO PUBLIC UNDERWRITING DISCOUNT PROCEEDS TO DEPOSITOR CONCESSION REALLOWANCE Citigroup Global Markets Inc. FriedmanBarclays Capital Inc. Credit Suisse Securities (USA) LLC Xxxxxx Brothers Inc. Class A-1 $230,900,000 $25,700,000 $25,700,000 $25,700,000 100% 0.160% 99.840% 0.9600% 0.0480% Class A-2 $316,400,000 $35,200,000 $35,200,000 $35,200,000 100% 0.180% 99.820% 0.1080% 0.0540% Class A-3 $217,400,000 $24,200,000 $24,200,000 $24,200,000 100% 0.190% 99.810% 0.1140% 0.0570% Class A-4A $451,505,000 $50,200,000 $50,200,000 $50,200,000 100% 0.221% 99.779% 0.1326% 0.0663% Class B $57,345,000 $0 $0 $0 100% 0.307% 99.693% 0.1842% 0.0921% Total $1,679,450,000 $3,310,101 $1,676,139,899 * It is expected that on the Closing Date, Billings, Ramsey & Co., Inc. A.G. Edwards & Sons, Inc. Morgan Keegan & Company, Xxx. Xtifel, Nicolaxx & Xxxxxxx, Incorporated Xx: Xxxxxroup Global Markexx Xxx. By: /s/ Jeffrey Horowitz ------------------------- Naxx: Xxxxxxx Xxxowitz Title: Managing Director For themsxxxxx xxx xx xxxresentative the Depositor or an affiliate of the several Underwriters named in Schedule A-1 to this AgreementDepositor will purchase most or all of the Class B Notes and some of the other classes of Notes. SCHEDULE A-1 EQUITY INNSThe underwriting discount for any Class A-1, INC. NUMBER OF UNDERWRITER FIRM SHARES Citigroup Global Markets Inc. 2,625,000 FriedmanClass A-2, BillingsClass A-3, Ramsey & Co., Inc. 892,500 A.G. Edwarxx & Xons, Inc. 000,000 Xxrgan Keegan & Company, Inc. 000,000 Xxxfel, Nicolaus & Company, Incorporated 000,000 ---------- 5,250,000 Total SCHEDULE A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INC. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust (the "Trust") Maryland 100% owned by Equity Inns, Inc. (the "REIT") Equity Inns Services, Inc. ("Services") Tennessee 100% owned Class A-4 or Class B Notes purchased by the REIT Equity Inns TRS HoldingsDepositor or an affiliate of the Depositor will be 0.0640%, Inc. ("TRS Holdings") Tennessee 1000.0720%, 0.0760%, 0.0884% owned by and 0.1228% respectively, with no selling concession or reallowance, and the Partnership Equity Inns Partnership, L.P. (proceeds to the "Partnership") Tennessee Approximately 97.3% owned by the Trust; approximately 2.7% owned by various limited partners Equity Inns Partnership II, L.P. Tennessee 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns/West Virginia Partnership, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing Corporation Tennessee 100% owned by the Trust EQI Financing Partnership I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the Partnership EQI Financing Corporation II Tennessee 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the PartnershipDepositor will be adjusted accordingly.

Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New YorkYork without giving effect to the choice of laws or conflict of laws principles thereof. Nelnet Funding hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof or thereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among between the Company, the Partnership, the Trust Nelnet Funding and the Underwriters. Very truly yours, EQUITY INNSNELNET STUDENT LOAN FUNDING, INC. LLC By: Nelnet, Inc., as Manager By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Jeffrey R. Noordhoek ------------------------------- Name: Jeffrey R. Noordhoek Titxx: Xxxxxx Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS TRUST By: /s/ J. Mitchell Collins ---------------------------------- J. Mitchell Collins Executive Xxxx Xxxxxxxxx, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIP, L.P. By: EQUITY INNS TRUST General Partner By: /s/ J. Mitchell Collins ----------------------------- J. Mitchell Collins Execxxxxx Xxxx Xxxxxdent, Chief Financial Officer, Secretary, and Treasurer Xxxxident Confirmed as of the date first above mentioned. Citigroup Global Markets Inc. FriedmanBANC OF AMERICA SECURITIES LLC, Billings, Ramsey & Co., Inc. A.G. Edwards & Sons, Inc. Morgan Keegan & Company, Xxx. Xtifel, Nicolaxx & Xxxxxxx, Incorporated Xx: Xxxxxroup Global Markexx Xxx. acting on behalf of itself and as Representative of the Underwriters By: /s/ Jeffrey Horowitz ------------------------- NaxxChristopher G. Cronk ------------------------------- Name: Xxxxxxx Xxxowitz TitleChrixxxxxxx X. Xxxxx Xxxle: Managing Director For themsxxxxx xxx DEUTSCHE BANK SECURIXXXX XXX., xxxxxx xx xxxresentative behalf of itself and as Representative of the several Underwriters named in Schedule By: /s/ James Murphy ------------------------------- Name: James Murphy Xxxxx: Xxxx President SCHEDULE A Banc of Deutsche Credit America Bank Suisse First J.P. Morgan Morgan Salomon Securitiex Xxxxrities Xxxxxx Xxcurities, Stanley & Co. Smith Barney Notes LLC Inc. Corporaxxxx Inc. Incorporated Inc. TOTAL ---------- -------------- -------------- -------------- -------------- -------------- -------------- -------------- Class A-1 $ 57,782,000 $ 57,782,000 $ 14,359,000 $ 14,359,000 $ 14,359,000 $ 14,359,000 $ 173,000,000 -------------- -------------- -------------- -------------- -------------- -------------- -------------- Class A-2 $ 95,524,000 $ 95,524,000 $ 23,738,000 $ 23,738,000 $ 23,738,000 $ 23,738,000 $ 286,000,000 -------------- -------------- -------------- -------------- -------------- -------------- -------------- Class A-3 $ 37,493,000 $ 37,493,000 $ 9,316,000 $ 9,316,000 $ 9,316,000 $ 9,316,000 $ 112,250,000 -------------- -------------- -------------- -------------- -------------- -------------- -------------- Class A-4 $ 134,804,000 $ 134,804,000 $ 33,498,000 $ 33,498,000 $ 33,498,000 $ 33,498,000 $ 403,600,000 -------------- -------------- -------------- -------------- -------------- -------------- -------------- Class B $ 15,075,000 $ 15,075,000 $ 0 $ 0 $ 0 $ 0 $ 30,150,000 -------------- -------------- -------------- -------------- -------------- -------------- -------------- Total $ 340,678,000 $ 340,678,000 $ 80,911,000 $ 80,911,000 $ 80,911,000 $ 80,911,000 $1,005,000,000 -------------- -------------- -------------- -------------- -------------- -------------- -------------- Terms of the Notes ------------------------------------- Class Interest Rate Final Maturity Date Price to this Agreement. SCHEDULE Public Underwriting Discount Proceeds to Issuer ----- ------------------------ ------------------- --------------- --------------------- ------------------ 2003 A-1 EQUITY INNS, INC. NUMBER OF UNDERWRITER FIRM SHARES Citigroup Global Markets Inc. 2,625,000 Friedman, Billings, Ramsey & Co., Inc. 892,500 A.G. Edwarxx & Xons, Inc. 000,000 Xxrgan Keegan & Company, Inc. 000,000 Xxxfel, Nicolaus & Company, Incorporated 000,000 ---------- 5,250,000 Total SCHEDULE A-2 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INC. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust (the "Trust") Maryland 3-month LIBOR plus 0.02% 1/25/2009 100% owned by Equity Inns, Inc. (the "REIT") Equity Inns Services, Inc. ("Services") Tennessee 0.1900% $ 172,671,300 2003 A-2 3-month LIBOR plus 0.05% 1/25/2013 100% owned by the REIT Equity Inns TRS Holdings, Inc. ("TRS Holdings") Tennessee 0.2000% $ 285,428,000 2003 A-3 3 month LIBOR plus 0.11% 1/25/2016 100% owned by the Partnership Equity Inns Partnership, L.P. (the "Partnership") Tennessee Approximately 97.30.2150% owned by the Trust; approximately 2.7$ 112,008,663 2003 A-4 3 month LIBOR plus 0.22% owned by various limited partners Equity Inns Partnership II, L.P. Tennessee 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns/West Virginia Partnership, L.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing Corporation Tennessee 1/25/2032 100% owned by the Trust EQI Financing Partnership I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 990.2265% LP interest held by the Partnership EQI Financing Corporation II Tennessee $ 402,685,846 2003 B 3-month LIBOR plus 0.70% 1/25/2037 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 10.5000% GP interest held by EQI Financing Corporation II; 99% LP interest held by the Partnership$ 29,999,250 TOTAL $1,002,793,059