Common use of Preparation of Prospectus and Registration Statement Clause in Contracts

Preparation of Prospectus and Registration Statement. The Issuers will advise the Representatives promptly and, if requested by the Representatives, will confirm such advice in writing: (i) of any request by the Commission for amendment of or a supplement to the Registration Statement, the Preliminary Prospectus or the Prospectus or for additional information; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Notes for offering or sale in any jurisdiction or the initiation of any proceeding for such purpose; and (iii) within the period of time referred to in paragraph (e) below, of any change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Entities, taken as a whole, or of the happening of any event that makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) untrue or that requires the making of any additions to or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements were made) not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Partnership will make every commercially reasonable effort to obtain the withdrawal of such order at the earliest possible time.

Preparation of Prospectus and Registration Statement. Prior to the termination of the offering of the Shares, the Company will not file any (i) amendment of the Registration Statement, (ii) supplement to the Prospectus or (iii) Rule 462(b) Registration Statement, unless the Company has furnished the Representatives a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Representatives reasonably object, unless the Company shall have determined based upon the advice of counsel that such amendment, supplement or filing is required by law. The Issuers Company will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed. The Company will promptly advise the Representatives promptly and, if requested by the Representatives, will confirm such advice in writing: (i) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission, (ii) when, prior to termination of the offering of the Shares, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of the Registration Statement or a supplement to the any Rule 462(b) Registration Statement, the Preliminary Prospectus or for any supplement to the Prospectus or for any additional information; , (iiiv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes Shares for offering or sale in any jurisdiction or the initiation institution or threatening of any proceeding for such purpose; and (iii) within . The Company will use its best efforts to prevent the period of time referred to in paragraph (e) below, issuance of any change in such stop order or the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Entities, taken as a whole, or of the happening occurrence of any event that makes any statement of a material fact made in such suspension or objection to the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) untrue or that requires the making of any additions to or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements were made) not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness use of the Registration StatementStatement and, the Partnership will make every commercially reasonable effort upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order at or relief from such occurrence or objection, including, if necessary, by filing an amendment to the earliest possible timeRegistration Statement or a new registration statement and using its commercially reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable.

Preparation of Prospectus and Registration Statement. Prior to the termination of the offering of the Units, the Partnership will not file any amendment of the Registration Statement or supplement to the Prospectus or any Rule 462(b) Registration Statement unless the Partnership has furnished the Representatives a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Representatives reasonably object. The Issuers Partnership will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Partnership will promptly advise the Representatives promptly and, if requested by the Representatives, will confirm such advice in writing: (i) when the Prospectus, and any supplement thereto, shall have been filed with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission, (ii) when, prior to termination of the offering of the Units, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of or a supplement to the Registration Statement, the Preliminary Prospectus or any Rule 462(b) Registration Statement, or for any supplement to the Prospectus or for any additional information; , (iiiv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Partnership of any notification with respect to the suspension of the qualification of the Notes Units for offering or sale in any jurisdiction or the initiation institution or threatening of any proceeding for such purpose; and (iii) within . The Partnership will use its best efforts to prevent the period of time referred to in paragraph (e) below, issuance of any change in such stop order or the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Entities, taken as a whole, or of the happening occurrence of any event that makes any statement of a material fact made in such suspension or objection to the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) untrue or that requires the making of any additions to or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements were made) not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness use of the Registration StatementStatement and, the Partnership will make every commercially reasonable effort upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order at or relief from such occurrence or objection, including, if necessary, by filing an amendment to the earliest possible timeRegistration Statement or a new registration statement and using its commercially reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable.

Preparation of Prospectus and Registration Statement. Prior to the termination of the offering of the Units, the Partnership will not file any amendment of the Registration Statement or supplement to the Prospectus or any Rule 462(b) Registration Statement unless the Partnership has furnished the Representatives a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Representatives reasonably object. The Issuers Partnership will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Partnership will promptly advise the Representatives promptly and, if requested by the Representatives, will confirm such advice in writing: (i) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission, (ii) when, prior to termination of the offering of the Units, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of or a supplement to the Registration Statement, the Preliminary Prospectus or any Rule 462(b) Registration Statement, or for any supplement to the Prospectus or for any additional information; , (iiiv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Partnership of any notification with respect to the suspension of the qualification of the Notes Units for offering or sale in any jurisdiction or the initiation institution or threatening of any proceeding for such purpose; and (iii) within . The Partnership will use its reasonable best efforts to prevent the period of time referred to in paragraph (e) below, issuance of any change in such stop order or the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Entities, taken as a whole, or of the happening occurrence of any event that makes any statement of a material fact made in such suspension or objection to the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) untrue or that requires the making of any additions to or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements were made) not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness use of the Registration StatementStatement and, the Partnership will make every commercially reasonable effort upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order at or relief from such occurrence or objection, including, if necessary, by filing an amendment to the earliest possible timeRegistration Statement or a new registration statement and using its reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable.

Preparation of Prospectus and Registration Statement. Prior to the termination of the offering of the Units, the Partnership will not file any amendment of the Registration Statement or supplement to the Prospectus or any Rule 462(b) Registration Statement unless the Partnership has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. The Issuers Partnership will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the SEC pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Partnership will promptly advise the Representatives promptly and, if requested by the Representatives, will confirm such advice in writing: (i) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the SEC pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the SEC, (ii) when, prior to termination of the offering of the Units, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission SEC or its staff for any amendment of or a supplement to the Registration Statement, the Preliminary Prospectus or any Rule 462(b) Registration Statement, or for any supplement to the Prospectus or for any additional information; , (iiiv) of the issuance by the Commission SEC of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Partnership of any notification with respect to the suspension of the qualification of the Notes Units for offering or sale in any jurisdiction or the initiation institution or threatening of any proceeding for such purpose; and (iii) within . The Partnership will use its commercially reasonable efforts to prevent the period of time referred to in paragraph (e) below, issuance of any change in such stop order or the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Entities, taken as a whole, or of the happening occurrence of any event that makes any statement of a material fact made in such suspension or objection to the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) untrue or that requires the making of any additions to or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements were made) not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness use of the Registration StatementStatement and, the Partnership will make every commercially reasonable effort upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order at or relief from such occurrence or objection, including, if necessary, by filing an amendment to the earliest possible timeRegistration Statement or a new registration statement and using its commercially reasonable efforts to have such amendment or new registration statement declared effective as soon as practicable.

Preparation of Prospectus and Registration Statement. The Issuers will advise the Representatives promptly and, if requested by the Representatives, will confirm such advice in writing: (i) of any request To prepare the Prospectus in a form approved by the Commission for Representatives and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than Commission’s close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 424(b) under the Securities Act; (ii) to make no further amendment of or a any supplement to the Registration StatementStatement or to the Prospectus prior to the Delivery Date except as permitted herein; (iii) to advise the Representatives, promptly after it receives notice thereof, of the Preliminary Prospectus time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or for additional informationany amended Prospectus has been filed and to furnish the Representatives with copies thereof; (iiiv) to file promptly all reports and other documents required to be filed by the Partnership with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering and sale of the Notes; (v) to advise the Representatives, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the effectiveness of use of, or notice objecting to the use of, the Registration Statement Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, of the suspension of the qualification of the Notes for offering or sale in any jurisdiction or jurisdiction, of the initiation or threatening of any proceeding for any such purpose; and (iii) within the period of time referred to in paragraph (e) below, of any change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Entities, taken as a whole, or of the happening of any event that makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) untrue or that requires the making of any additions to or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required request by the Securities Act Commission for the amending or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements were made) not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness supplementing of the Registration Statement, the Partnership will make every commercially reasonable effort Prospectus or any Issuer Free Writing Prospectus or for additional information; and (vi) in the event of the issuance of any stop order or of any order preventing or suspending the use of, or any notice objecting to the use of, the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or suspending any such qualification, to use promptly its best efforts to obtain the withdrawal of such order at the earliest possible time.its withdrawal;

Preparation of Prospectus and Registration Statement. The Issuers will advise To prepare the Representatives promptly andProspectus in a form approved by you and to file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement, or, if requested applicable, such earlier time as may be required by Rule 430B under the Representatives, will confirm such advice in writing: (i) of Act; to make no further amendment or any request by the Commission for amendment of or a supplement to the Registration StatementStatement or Prospectus (or any other prospectus relating to the Units filed pursuant to Rule 424(b) of the Act that differs from the Prospectus) that shall be disapproved by you promptly after reasonable notice thereof; to file promptly all material required to be filed by the Partnership with the Commission pursuant to Rule 433(d) under the Act; to advise you, promptly after it receives notice thereof, of the Preliminary Prospectus time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish you with copies thereof; to file promptly all material required to be filed by the Partnership with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act or the rules and regulations of the Commission thereunder, subsequent to the date of the Prospectus and for additional informationso long as the delivery of a prospectus (or, in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required in connection with the offering of the Units; (ii) to advise you, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the effectiveness use of any Preliminary Prospectus or other prospectus in respect of the Registration Statement or Units, of the suspension of the qualification of the Notes Units for offering or sale in any jurisdiction or jurisdiction, of the initiation or threatening of any proceeding for any such purpose; and (iii) within the period of time referred to in paragraph (e) below, of any change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Entities, taken as a whole, or of any request by the happening Commission for the amending or supplementing of any event that makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus (as then amended or supplemented) untrue or that requires for additional information; and, in the making event of the issuance of any additions to stop order or changes in of any order preventing or suspending the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case use of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which other prospectus or suspending any such statements were made) not misleadingqualification, or of the necessity promptly to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Partnership will make every commercially reasonable effort use its best efforts to obtain the withdrawal of such order at the earliest possible time.order;

Preparation of Prospectus and Registration Statement. Prior to the termination of the offering of the Units, the Partnership will not file any amendment of the Registration Statement or supplement to the Prospectus or any Rule 462(b) Registration Statement unless the Partnership has furnished the Representatives a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Representatives reasonably object. The Issuers Partnership will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Partnership will promptly advise the Representatives promptly and, if requested by the Representatives, will confirm such advice in writing: (i) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission, (ii) when, prior to termination of the offering of the Units, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of or a supplement to the Registration Statement, the Preliminary Prospectus or any Rule 462(b) Registration Statement, or for any supplement to the Prospectus or for any additional information; , (iiiv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Partnership of any notification with respect to the suspension of the qualification of the Notes Units for offering or sale in any jurisdiction or the initiation institution or threatening of any proceeding for such purpose; and (iii) within . The Partnership will use its best efforts to prevent the period of time referred to in paragraph (e) below, issuance of any change in such stop order or the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Entities, taken as a whole, or of the happening occurrence of any event that makes any statement of a material fact made in such suspension or objection to the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) untrue or that requires the making of any additions to or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements were made) not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness use of the Registration StatementStatement and, the Partnership will make every commercially reasonable effort upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order at or relief from such occurrence or objection, including, if necessary, by filing an amendment to the earliest possible timeRegistration Statement or a new registration statement and using its commercially reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable.

Preparation of Prospectus and Registration Statement. Prior to the termination of the offering of the Units, the Company will not file any amendment of the Registration Statement or supplement to the Base Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished the Representatives a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Representatives reasonably object. The Issuers Company will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Company will promptly advise the Representatives promptly and, if requested by the Representatives, will confirm such advice in writing: (i) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission, (ii) when, prior to termination of the offering of the Units, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of or a supplement to the Registration Statement, the Preliminary Prospectus or any Rule 462(b) Registration Statement, or for any supplement to the Prospectus or for any additional information; , (iiiv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes Units for offering or sale in any jurisdiction or the initiation institution or threatening of any proceeding for such purpose; and (iii) within . The Company will use its reasonable best efforts to prevent the period of time referred to in paragraph (e) below, issuance of any change in such stop order or the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Entities, taken as a whole, or of the happening occurrence of any event that makes any statement of a material fact made in such suspension or objection to the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) untrue or that requires the making of any additions to or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements were made) not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness use of the Registration StatementStatement and, the Partnership will make every commercially reasonable effort upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order at or relief from such occurrence or objection, including, if necessary, by filing an amendment to the earliest possible timeRegistration Statement or a new registration statement and using its reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable.

Preparation of Prospectus and Registration Statement. The Issuers will advise (A) To prepare the Prospectus in a form approved by the Representatives promptly andand to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement or, if requested applicable, such earlier time as may be required by Rule 430B of the Representatives, will confirm such advice in writing: Rules and Regulations; (iB) of to make no further amendment or any request by the Commission for amendment of or a supplement to the Registration Statement, the Preliminary Prospectus Statement or the Prospectus or for additional informationprior to the Delivery Date except as permitted herein; (iiC) to advise the Representatives, promptly after they receive notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Representatives with copies thereof; (D) to file promptly all reports and other documents required to be filed by the Issuers with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities; (E) to advise the Representatives, promptly after they receive notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the effectiveness use of the Registration Statement Statement, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, of the suspension of the qualification of the Notes Securities for offering or sale in any jurisdiction or jurisdiction, of the initiation or threatening of any proceeding for any such purpose; and (iii) within the period of time referred purpose or pursuant to in paragraph (e) below, of any change in the condition (financial or other), business, prospects, properties, net worth or results of operations Section 8A of the Plains Entities, taken as a wholeSecurities Act, or of the happening of any event that makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) untrue or that requires the making of any additions to or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required request by the Securities Act Commission for the amending or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements were made) not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness supplementing of the Registration Statement, the Partnership will make every commercially Prospectus or any Issuer Free Writing Prospectus or for additional information; (F) in the event of the issuance of any stop order or of any order preventing or suspending the use of the Registration Statement, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or suspending any such qualification, to use promptly its reasonable effort best efforts to obtain its withdrawal; and (G) to pay any fees required by the withdrawal Commission relating to the Securities within the time required by Rule 456(b)(1) of such order at the earliest possible timeRules and Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Rules and Regulations.

Preparation of Prospectus and Registration Statement. Prior to the termination of the offering of the Notes, the Partnership will not file any amendment to the Registration Statement or supplement to the Prospectus unless the Partnership has furnished the Representatives a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Representatives reasonably object. The Issuers Partnership will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Partnership will promptly advise the Representatives promptly and, if requested by the Representatives, will confirm such advice in writing: (i) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b), (ii) when, prior to termination of the offering of the Notes, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of the Registration Statement or a for any supplement to the Registration Statement, the Preliminary Prospectus or the Prospectus or for any additional information; , (iiiv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Partnership of any notification with respect to the suspension of the qualification of the Notes for offering or sale in any jurisdiction or the initiation institution or threatening of any proceeding for such purpose; and (iii) within . The Partnership will use its best efforts to prevent the period of time referred to in paragraph (e) below, issuance of any change in such stop order or the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Entities, taken as a whole, or of the happening occurrence of any event that makes any statement of a material fact made in such suspension or objection to the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) untrue or that requires the making of any additions to or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements were made) not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness use of the Registration StatementStatement and, the Partnership will make every commercially reasonable effort upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order at or relief from such occurrence or objection, including, if necessary, by filing an amendment to the earliest possible timeRegistration Statement or a new registration statement and using its best efforts to have such amendment or new registration statement declared effective as soon as practicable.

Preparation of Prospectus and Registration Statement. The Issuers will advise (A) To prepare the Prospectus in a form approved by the Representatives promptly andand to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement or, if requested applicable, such earlier time as may be required by Rule 430B under the Representatives, will confirm such advice in writing: Securities Act; (iB) of to make no further amendment or any request by the Commission for amendment of or a supplement to the Registration Statement, the Preliminary Prospectus Statement or the Prospectus or for additional informationprior to the last Delivery Date except as permitted herein; (iiC) to advise the Representatives, promptly after they receive notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Representatives with copies thereof; (D) to file promptly all reports and other documents required to be filed by the Partnership with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Units; (E) to advise the Representatives, promptly after they receive notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the effectiveness of use of, the Registration Statement Statement, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, of the suspension of the qualification of the Notes Units for offering or sale in any jurisdiction or jurisdiction, of the initiation or threatening of any proceeding for any such purpose; and (iii) within the period of time referred to in paragraph (e) below, of any change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Entities, taken as a whole, or of the happening of any event that makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) untrue or that requires the making of any additions to or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required request by the Securities Act Commission for the amending or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements were made) not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness supplementing of the Registration Statement, the Partnership will make every commercially Prospectus or any Issuer Free Writing Prospectus or for additional information; (F) in the event of the issuance of any stop order or of any order preventing or suspending the use of the Registration Statement, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or suspending any such qualification, to use promptly its reasonable effort best efforts to obtain its withdrawal; and (G) to pay any fees required by the withdrawal of such order at Commission relating to the earliest possible timeUnits within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r).

Preparation of Prospectus and Registration Statement. The Issuers Partnership will advise the Representatives you promptly and, if requested by the Representativesyou, will confirm such advice in writing: writing (i) when any post-effective amendment to the Registration Statement shall become effective or any amendment or supplement to the Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of the receipt of any comments of the Commission, or any request by the Commission for amendment of amendments or a supplement supplements to the Registration Statement, the any Preliminary Prospectus or the Prospectus or for additional information; , (iiiv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Notes Units for offering or sale in any jurisdiction or the initiation of any proceeding for such purpose; purposes and (iiiv) within the period of time referred to in paragraph (eSection 5(g) below, of any change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Partnership Entities, taken as a whole, or of the happening of any event that comes to the attention of the Partnership Parties, that makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure Package Time of Sale Information or the Prospectus (as then amended or supplemented) untrue in any material respect or that requires the making of any additions to thereto or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any the Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements they were made) not misleadingmisleading in any material respect, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Partnership will make every commercially reasonable effort use its best efforts to obtain the withdrawal or lifting of such order at the earliest possible time. The Partnership will provide the Underwriters with copies of the form of Prospectus, in such number as the Underwriters may reasonably request, and file with the Commission such Prospectus in accordance with Rule 424(b) of the Act before the close of business on the second business day immediately following the date of the execution and delivery of this Agreement.

Preparation of Prospectus and Registration Statement. Prior to the termination of the offering of the Units, the Partnership will not file any amendment to the Registration Statement or supplement (including any Preliminary Prospectus or the Prospectus) to the Base Prospectus or any Rule 462(b) Registration Statement unless the Partnership has furnished the Underwriter a copy for its review prior to filing and will not file any such proposed amendment or supplement to which the Underwriter reasonably objects. The Issuers Partnership will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Underwriter with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed (without reliance on Rule 424(b)(8)) and will provide evidence satisfactory to the Underwriter of such timely filing. The Partnership will promptly advise the Representatives promptly and, if requested by the Representatives, will confirm such advice in writing: Underwriter (i) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission, (ii) when, prior to termination of the offering of the Units, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of or a supplement to the Registration Statement, the Preliminary Prospectus or any Rule 462(b) Registration Statement, or for any supplement to the Prospectus or for any additional information; , (iiiv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Partnership of any notification with respect to the suspension of the qualification of the Notes Units for offering or sale in any jurisdiction or the initiation institution or threatening of any proceeding for such purpose; and (iii) within . The Partnership will use its reasonable best efforts to prevent the period of time referred to in paragraph (e) below, issuance of any change in such stop order or the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Entities, taken as a whole, or of the happening occurrence of any event that makes any statement of a material fact made in such suspension or objection to the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) untrue or that requires the making of any additions to or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements were made) not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness use of the Registration StatementStatement and, the Partnership will make every commercially reasonable effort upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order at or relief from such occurrence or objection, including, if necessary, by filing an amendment to the earliest possible timeRegistration Statement or a new registration statement and using its reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable.

Preparation of Prospectus and Registration Statement. Prior to the termination of the offering of the Units, the Partnership will not file any amendment of the Registration Statement or supplement to the Prospectus or any Rule 462(b) Registration Statement unless the Partnership has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. The Issuers Partnership will cause the Prospectus, properly completed, and any supplement thereto, to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed (without reliance on Rule 424(b)(8)) and will provide evidence satisfactory to the Representatives of such timely filing. The Partnership will promptly advise the Representatives promptly and, if requested by the Representatives, will confirm such advice in writing: (i) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission, (ii) when, prior to termination of the offering of the Units, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of or a supplement to the Registration Statement, the Preliminary Prospectus or any Rule 462(b) Registration Statement, or for any supplement to the Prospectus or for any additional information; , (iiiv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Partnership of any notification with respect to the suspension of the qualification of the Notes Units for offering or sale in any jurisdiction or the initiation institution or threatening of any proceeding for such purpose; and (iii) within . The Partnership will use its best efforts to prevent the period of time referred to in paragraph (e) below, issuance of any change in such stop order or the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Entities, taken as a whole, or of the happening occurrence of any event that makes any statement of a material fact made in the Registration Statementsuch suspension or prevention and, the Pricing Disclosure Package upon such issuance, occurrence or the Prospectus (as then amended or supplemented) untrue or that requires the making of any additions to or changes in the Registration Statementprevention, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements were made) not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Partnership will make every commercially reasonable effort to obtain as soon as possible the withdrawal of any such stop order at or relief from such occurrence or objection, including, if necessary, by filing an amendment to the earliest possible timeRegistration Statement or a new registration statement and using its best efforts to have such amendment or new registration statement declared effective as soon as practicable.

Preparation of Prospectus and Registration Statement. The Issuers Partnership will advise the Representatives promptly and, if requested by the Representatives, will confirm such advice in writing: (i) of any request by the Commission for amendment of or a supplement to the Registration Statement, the Preliminary Prospectus or the Prospectus or for additional information; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Notes Units for offering or sale in any jurisdiction or the initiation of any proceeding for such purpose; and (iii) within the period of time referred to in paragraph (e) below, of any change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains PNG Entities, taken as a whole, or of the happening of any event that makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) untrue or that requires the making of any additions to or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements were made) not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Partnership will make every commercially reasonable effort to obtain the withdrawal of such order at the earliest possible time.

Preparation of Prospectus and Registration Statement. The Issuers will advise To prepare the Representatives promptly andProspectus in a form approved by you and to file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement, or, if requested applicable, such earlier time as may be required by Rule 430A(a)(3) under the Representatives, will confirm such advice in writing: (i) of Act; to make no further amendment or any request by the Commission for amendment of or a supplement to the Registration StatementStatement or Prospectus (or any other prospectus relating to the Units filed pursuant to Rule 424(b) of the Act that differs from the Prospectus) which shall be disapproved by you promptly after reasonable notice thereof; to file promptly all material required to be filed by the Partnership with the Commission pursuant to Rule 433(d) under the Act; to advise you, promptly after it receives notice thereof, of the Preliminary Prospectus time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish you with copies thereof; to file promptly all material required to be filed by the Partnership with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act or the rules and regulations of the Commission thereunder, subsequent to the date of the Prospectus and for additional informationso long as the delivery of a prospectus (or, in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required in connection with the offering of the Units; (ii) to advise you, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the effectiveness use of any Preliminary Prospectus or other prospectus in respect of the Registration Statement or Units, of the suspension of the qualification of the Notes Units for offering or sale in any jurisdiction or jurisdiction, of the initiation or threatening of any proceeding for any such purpose; and (iii) within the period of time referred to in paragraph (e) below, of any change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Entities, taken as a whole, or of any request by the happening Commission for the amending or supplementing of any event that makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus (as then amended or supplemented) untrue or that requires for additional information; and, in the making event of the issuance of any additions to stop order or changes in of any order preventing or suspending the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case use of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which other prospectus or suspending any such statements were made) not misleadingqualification, or of the necessity promptly to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Partnership will make every commercially reasonable effort use its best efforts to obtain the withdrawal of such order at the earliest possible time.order;

Preparation of Prospectus and Registration Statement. Prior to the termination of the offering of the Units, the Partnership will not file any amendment of the Registration Statement or supplement to the Prospectus or any Rule 462(b) Registration Statement unless the Partnership has furnished the Representatives a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Representatives reasonably object. The Issuers Partnership will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Partnership will promptly advise the Representatives promptly and, if requested by the Representatives, will confirm such advice in writing: (i) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission, (ii) when, prior to termination of the offering of the Units, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of or a supplement to the Registration Statement, the Preliminary Prospectus or any Rule 462(b) Registration Statement, or for any supplement to the Prospectus or for any additional information; , (iiiv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Partnership of any notification with respect to the suspension of the qualification of the Notes Units for offering or sale in any jurisdiction or the initiation institution or threatening of any proceeding for such purpose; and (iii) within . The Partnership will use its commercially reasonable efforts to prevent the period of time referred to in paragraph (e) below, issuance of any change in such stop order or the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Entities, taken as a whole, or of the happening occurrence of any event that makes any statement of a material fact made in such suspension or objection to the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) untrue or that requires the making of any additions to or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements were made) not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness use of the Registration StatementStatement and, the Partnership will make every commercially reasonable effort upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order at or relief from such occurrence or objection, including, if necessary, by filing an amendment to the earliest possible timeRegistration Statement or a new registration statement and using its commercially reasonable efforts to have such amendment or new registration statement declared effective as soon as practicable.

Preparation of Prospectus and Registration Statement. The Issuers Partnership Parties will use their best efforts to prepare the Prospectus and cause such Prospectus to be filed pursuant to Rule 424(b) of the Rules and Regulations not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement. The Partnership Parties will advise the Representatives Representative promptly and, if requested by the RepresentativesRepresentative, will confirm such advice in writing: (i) of any request by the Commission for amendment of amendments or a supplement supplements to the Registration Statement, the any Preliminary Prospectus or the Prospectus or for additional information; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Notes Units for offering or sale in any jurisdiction or the initiation of any proceeding for such purposepurposes; and (iii) within the period of time referred to in paragraph (eSection 5(g) below, of any change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains EntitiesPartnership Parties, taken as a whole, or of the happening of any event that comes to the attention of the Partnership Parties, that makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure Package Time of Sale Information or the Prospectus (as then amended or supplemented) untrue in any material respect or that requires the making of any additions to thereto or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any the Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements they were made) not misleadingmisleading in any material respect, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Partnership Parties will make every commercially reasonable effort use their best efforts to obtain the withdrawal or lifting of such order at the earliest possible time. The Partnership will provide the Underwriters with copies of the form of Prospectus, in such number as the Underwriters may reasonably request, and file with the Commission such Prospectus in accordance with Rule 424(b) of the Rules and Regulations before the close of business on the second business day immediately following the date of the execution and delivery of this Agreement.

Preparation of Prospectus and Registration Statement. Prior to the termination of the offering of the Units, the Partnership will not file any amendment to the Registration Statement or supplement (including any Preliminary Prospectus or the Prospectus) to the Base Prospectus or any Rule 462(b) Registration Statement unless the Partnership has furnished the Representatives a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Representatives reasonably object. The Issuers Partnership will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Partnership will promptly advise the Representatives promptly and, if requested by the Representatives, will confirm such advice in writing: (i) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission, (ii) when, prior to termination of the offering of the Units, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of or a supplement to the Registration Statement, the Preliminary Prospectus or any Rule 462(b) Registration Statement, or for any supplement to the Prospectus or for any additional information; , (iiiv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Partnership of any notification with respect to the suspension of the qualification of the Notes Units for offering or sale in any jurisdiction or the initiation institution or threatening of any proceeding for such purpose; and (iii) within . The Partnership will use its reasonable best efforts to prevent the period of time referred to in paragraph (e) below, issuance of any change in such stop order or the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Entities, taken as a whole, or of the happening occurrence of any event that makes any statement of a material fact made in such suspension or objection to the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) untrue or that requires the making of any additions to or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements were made) not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness use of the Registration StatementStatement and, the Partnership will make every commercially reasonable effort upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order at or relief from such occurrence or objection, including, if necessary, by filing an amendment to the earliest possible timeRegistration Statement or a new registration statement and using its reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable.

Preparation of Prospectus and Registration Statement. Prior to the termination of the offering of the Units, the Company will not file any amendment of the Registration Statement or supplement to the Base Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished the Underwriters a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Underwriters reasonably object. The Issuers Company will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Underwriters with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Underwriters of such timely filing. The Company will promptly advise the Representatives promptly and, if requested by the Representatives, will confirm such advice in writing: Underwriters (i) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission, (ii) when, prior to termination of the offering of the Units, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of or a supplement to the Registration Statement, the Preliminary Prospectus or any Rule 462(b) Registration Statement, or for any supplement to the Prospectus or for any additional information; , (iiiv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes Units for offering or sale in any jurisdiction or the initiation institution or threatening of any proceeding for such purpose; and (iii) within . The Company will use its reasonable best efforts to prevent the period of time referred to in paragraph (e) below, issuance of any change in such stop order or the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Entities, taken as a whole, or of the happening occurrence of any event that makes any statement of a material fact made in such suspension or objection to the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) untrue or that requires the making of any additions to or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements were made) not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness use of the Registration StatementStatement and, the Partnership will make every commercially reasonable effort upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order at or relief from such occurrence or objection, including, if necessary, by filing an amendment to the earliest possible timeRegistration Statement or a new registration statement and using its reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable.

Preparation of Prospectus and Registration Statement. The Issuers will advise To prepare the Representatives promptly andProspectus in a form approved by you and to file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement, or, if requested applicable, such earlier time as may be required by Rule 430A(a)(3) under the Representatives, will confirm such advice in writing: (i) of Act; to make no further amendment or any request by the Commission for amendment of or a supplement to the Registration StatementStatement or Prospectus (or any other prospectus relating to the Units filed pursuant to Rule 424(b) of the Act that differs from the Prospectus) which shall be disapproved by you promptly after reasonable notice thereof; to file promptly all material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act; to advise you, promptly after it receives notice thereof, of the Preliminary Prospectus time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish you with copies thereof; to file promptly all material required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act or the rules and regulations of the Commission thereunder, subsequent to the date of the Prospectus and for additional informationso long as the delivery of a prospectus (or, in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required in connection with the offering of the Units; (ii) to advise you, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the effectiveness use of any Preliminary Prospectus or other prospectus in respect of the Registration Statement or Units, of the suspension of the qualification of the Notes Units for offering or sale in any jurisdiction or jurisdiction, of the initiation or threatening of any proceeding for any such purpose; and (iii) within the period of time referred to in paragraph (e) below, of any change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Entities, taken as a whole, or of any request by the happening Commission for the amending or supplementing of any event that makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus (as then amended or supplemented) untrue or that requires for additional information; and, in the making event of the issuance of any additions to stop order or changes in of any order preventing or suspending the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case use of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which other prospectus or suspending any such statements were made) not misleadingqualification, or of the necessity promptly to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Partnership will make every commercially reasonable effort use its best efforts to obtain the withdrawal of such order at the earliest possible time.order;

Preparation of Prospectus and Registration Statement. The Issuers Partnership will advise the Representatives Representative promptly and, if requested by the RepresentativesRepresentative, will confirm such advice in writing: (i) of any request by the Commission for amendment of or a supplement to the Registration Statement, the Preliminary Prospectus or the Prospectus or for additional information; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Notes Shares for offering or sale in any jurisdiction or the initiation of any proceeding for such purpose; and (iii) within the period of time referred to in paragraph (ed) below, of any change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Partnership Group Entities, taken as a whole, or of the happening of any event that makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) untrue or that requires the making of any additions to or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements were made) not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Partnership will make every commercially reasonable effort to obtain the withdrawal of such order at the earliest possible time.

Preparation of Prospectus and Registration Statement. The Issuers Partnership Parties will use their best efforts to prepare the Prospectus and to file such Prospectus pursuant to Rule 424(b) of the Rules and Regulations not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement. The Partnership Parties will advise the Representatives you promptly and, if requested by the Representativesyou, will confirm such advice in writing: (i) of any request by the Commission for amendment of amendments or a supplement supplements to the Registration Statement, the any Preliminary Prospectus or the Prospectus or for additional information; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Notes Units for offering or sale in any jurisdiction or the initiation of any proceeding for such purposepurposes; and (iii) within the period of time referred to in paragraph (eSection 5(h) below, of any change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains EntitiesPartnership Parties, taken as a whole, or of the happening of any event that comes to the attention of the Partnership Parties that makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure Package Time of Sale Information or the Prospectus (as then amended or supplemented) untrue in any material respect or that requires the making of any additions to thereto or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any the Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements they were made) not misleadingmisleading in any material respect, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Partnership Parties will make every commercially reasonable effort use their best efforts to obtain the withdrawal or lifting of such order at the earliest possible time. The Partnership Parties will provide the Underwriters with copies of the form of Prospectus, in such number as the Underwriters may reasonably request, and file with the Commission such Prospectus in accordance with Rule 424(b) of the Rules and Regulations before the close of business on the second business day immediately following the date hereof.

Preparation of Prospectus and Registration Statement. Prior to the termination of the offering of the Units, the Partnership will not file any amendment to the Registration Statement or supplement (including any Preliminary Prospectus or the Prospectus) to the Base Prospectus or any Rule 462(b) Registration Statement unless the Partnership has furnished the Representatives a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Representatives reasonably object. The Issuers Partnership will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed (without reliance on Rule 424(b)(8)) and will provide evidence satisfactory to the Representatives of such timely filing. The Partnership will promptly advise the Representatives promptly and, if requested by the Representatives, will confirm such advice in writing: (i) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission, (ii) when, prior to termination of the offering of the Units, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of or a supplement to the Registration Statement, the Preliminary Prospectus or any Rule 462(b) Registration Statement, or for any supplement to the Prospectus or for any additional information; , (iiiv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Partnership of any notification with respect to the suspension of the qualification of the Notes Units for offering or sale in any jurisdiction or the initiation institution or threatening of any proceeding for such purpose; and (iii) within . The Partnership will use its reasonable best efforts to prevent the period of time referred to in paragraph (e) below, issuance of any change in such stop order or the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Entities, taken as a whole, or of the happening occurrence of any event that makes any statement of a material fact made in such suspension or objection to the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) untrue or that requires the making of any additions to or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements were made) not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness use of the Registration StatementStatement and, the Partnership will make every commercially reasonable effort upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order at or relief from such occurrence or objection, including, if necessary, by filing an amendment to the earliest possible timeRegistration Statement or a new registration statement and using its reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable.

Preparation of Prospectus and Registration Statement. Prior to the termination of the offering of the Units, the Partnership will not file any amendment to the Registration Statement or supplement (including any Preliminary Prospectus or the Prospectus) to the Base Prospectus or any Rule 462(b) Registration Statement unless the Partnership has furnished the Representatives a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Representatives reasonably object. The Issuers Partnership will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Partnership will promptly advise the Representatives promptly and, if requested by the Representatives, will confirm such advice in writing: (i) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission, (ii) when, prior to termination of the offering of the Units, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of or a supplement to the Registration Statement, the Preliminary Prospectus or any Rule 462(b) Registration Statement, or for any supplement to the Prospectus or for any additional information; , (iiiv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Partnership of any notification with respect to the suspension of the qualification of the Notes Units for offering or sale in any jurisdiction or the initiation institution or threatening of any proceeding for such purpose; and (iii) within . The Partnership will use its reasonable best efforts to prevent the period of time referred to in paragraph (e) below, issuance of any change in such stop order or the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Entities, taken as a whole, or of the happening occurrence of any event that makes any statement of a material fact made in such suspension or objection to the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) untrue or that requires the making of any additions to or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements were made) not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness use of the Registration StatementStatement and, the Partnership will make every commercially reasonable effort upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order at or relief from such occurrence or objection, including, if necessary, by filing an amendment to the earliest possible timeRegistration Statement or a new registration statement and using its reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable.

Preparation of Prospectus and Registration Statement. Prior to the termination of the offering of the Units, the Partnership will not file any amendment to the Registration Statement or supplement (including any Preliminary Prospectus or the Prospectus) to the Base Prospectus or any Rule 462(b) Registration Statement unless the Partnership has furnished the Underwriter a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Underwriter reasonably objects. The Issuers Partnership will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Underwriter with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Underwriter of such timely filing. The Partnership will promptly advise the Representatives promptly and, if requested by the Representatives, will confirm such advice in writing: Underwriter (i) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission, (ii) when, prior to termination of the offering of the Units, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of or a supplement to the Registration Statement, the Preliminary Prospectus or any Rule 462(b) Registration Statement, or for any supplement to the Prospectus or for any additional information; , (iiiv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Partnership of any notification with respect to the suspension of the qualification of the Notes Units for offering or sale in any jurisdiction or the initiation institution or threatening of any proceeding for such purpose; and (iii) within . The Partnership will use its reasonable best efforts to prevent the period of time referred to in paragraph (e) below, issuance of any change in such stop order or the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Entities, taken as a whole, or of the happening occurrence of any event that makes any statement of a material fact made in such suspension or objection to the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) untrue or that requires the making of any additions to or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements were made) not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness use of the Registration StatementStatement and, the Partnership will make every commercially reasonable effort upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order at or relief from such occurrence or objection, including, if necessary, by filing an amendment to the earliest possible timeRegistration Statement or a new registration statement and using its reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable.

Preparation of Prospectus and Registration Statement. The Issuers Partnership Parties will use their best efforts to prepare the Prospectus and cause such Prospectus to be filed pursuant to Rule 424(b) of the Rules and Regulations not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement. The Partnership Parties will advise the Representatives promptly and, if requested by the Representatives, will confirm such advice in writing: (i) of any request by the Commission for amendment of amendments or a supplement supplements to the Registration Statement, the any Preliminary Prospectus or the Prospectus or for additional information; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Notes Units for offering or sale in any jurisdiction or the initiation of any proceeding for such purposepurposes; and (iii) within the period of time referred to in paragraph (eSection 5(g) below, of any change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains EntitiesPartnership Parties, taken as a whole, or of the happening of any event that comes to the attention of the Partnership Parties, that makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure Package Time of Sale Information or the Prospectus (as then amended or supplemented) untrue in any material respect or that requires the making of any additions to thereto or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any the Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements they were made) not misleadingmisleading in any material respect, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Partnership Parties will make every commercially reasonable effort use their best efforts to obtain the withdrawal or lifting of such order at the earliest possible time. The Partnership will provide the Underwriters with copies of the Prospectus, in such number as the Underwriters may reasonably request.

Preparation of Prospectus and Registration Statement. Prior to the termination of the offering of the Units, the Partnership will not file any amendment of the Registration Statement or supplement to the Prospectus unless the Partnership has furnished the Representative a copy for its review prior to filing and will not file any such proposed amendment or supplement to which the Representative reasonably objects. The Issuers Partnership will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representative with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representative of such timely filing. The Partnership will promptly advise the Representatives promptly and, if requested by the Representatives, will confirm such advice in writing: Representative (i) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b), (ii) when, prior to termination of the offering of the Units, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of the Registration Statement or a for any supplement to the Registration Statement, the Preliminary Prospectus or the Prospectus or for any additional information; , (iiiv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Partnership of any notification with respect to the suspension of the qualification of the Notes Units for offering or sale in any jurisdiction or the initiation institution or threatening of any proceeding for such purpose; and (iii) within . The Partnership will use its best efforts to prevent the period of time referred to in paragraph (e) below, issuance of any change in such stop order or the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Entities, taken as a whole, or of the happening occurrence of any event that makes any statement of a material fact made in such suspension or objection to the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) untrue or that requires the making of any additions to or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements were made) not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness use of the Registration StatementStatement and, the Partnership will make every commercially reasonable effort upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order at or relief from such occurrence or objection, including, if necessary, by filing an amendment to the earliest possible timeRegistration Statement or a new registration statement and using its best efforts to have such amendment or new registration statement declared effective as soon as practicable.

Preparation of Prospectus and Registration Statement. The Issuers will advise the Representatives promptly and, if requested by the Representatives, will confirm such advice in writing: (i) of any request To prepare the Prospectus in a form approved by the Commission for Underwriters and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than Commission's close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act; (ii) to make no further amendment of or a any supplement to the Registration StatementStatement or to the Prospectus except as permitted herein; (iii) to advise the Underwriters, promptly after it receives notice thereof, of the Preliminary Prospectus time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or for additional informationany amended Prospectus has been filed and to furnish the Underwriters with copies thereof; (iiiv) to file promptly all reports and other documents required to be filed by the Partnership with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering and sale of the Firm Units; (v) to advise the Underwriters, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Notes for offering or sale in any jurisdiction or the initiation of any proceeding for such purpose; and (iii) within the period of time referred to in paragraph (e) below, of any change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Entities, taken as a whole, or of the happening of any event that makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) untrue or that requires the making of any additions to or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case use of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which suspension of the qualification of the Units for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such statements were made) not misleadingpurpose, or of any request by the necessity to amend Commission for the amending or supplement supplementing of the Registration Statement or the Prospectus or for additional information; and (as then amended or supplementedvi) to comply with in the Securities Act or any other applicable law. If at any time event of the Commission shall issue issuance of any stop order or of any order preventing or suspending the effectiveness use of any Preliminary Prospectus or the Registration StatementProspectus or suspending any such qualification, the Partnership will make every commercially to use promptly its reasonable effort best efforts to obtain the withdrawal of such order at the earliest possible timeits withdrawal.

Preparation of Prospectus and Registration Statement. Prior to the termination of the offering of the Securities, the Partnership will not file any amendment of the Registration Statement or supplement to the Prospectus unless the Partnership has furnished the Representatives a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Representatives reasonably object. The Issuers Partnership will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Partnership will promptly advise the Representatives promptly and, if requested by the Representatives, will confirm such advice in writing: (i) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b), (ii) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of the Registration Statement or a for any supplement to the Registration Statement, the Preliminary Prospectus or the Prospectus or for any additional information; , (iiiv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Partnership of any notification with respect to the suspension of the qualification of the Notes Securities for offering or sale in any jurisdiction or the initiation institution or threatening of any proceeding for such purpose; and (iii) within . The Partnership will use its best efforts to prevent the period of time referred to in paragraph (e) below, issuance of any change in such stop order or the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Entities, taken as a whole, or of the happening occurrence of any event that makes any statement of a material fact made in such suspension or objection to the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) untrue or that requires the making of any additions to or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements were made) not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness use of the Registration StatementStatement and, the Partnership will make every commercially reasonable effort upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order at or relief from such occurrence or objection, including, if necessary, by filing an amendment to the earliest possible timeRegistration Statement or a new registration statement and using its best efforts to have such amendment or new registration statement declared effective as soon as practicable.

Preparation of Prospectus and Registration Statement. Prior to the termination of the offering of the Units, the Partnership will give the Representatives notice of its intention to file or prepare any amendment to the Registration Statement (including any filing under Rule 462(b)) or any amendment, supplement or revision to any preliminary prospectus (including any prospectus included in the Registration Statement at the time it became effective) or to the Prospectus and will furnish the Representatives a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Representatives reasonably object. The Issuers Partnership will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide, upon request, evidence satisfactory to the Representatives of such timely filing. The Partnership will promptly advise the Representatives promptly and, if requested by the Representatives, will confirm such advice in writing: (i) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission, (ii) when, prior to termination of the offering of the Units, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of or a supplement to the Registration Statement, the Preliminary Prospectus or any Rule 462(b) Registration Statement, or for any supplement to the Prospectus or for any additional information; , (iiiv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Partnership of any notification with respect to the suspension of the qualification of the Notes Units for offering or sale in any jurisdiction or the initiation institution or threatening of any proceeding for such purpose; and (iii) within . The Partnership will use its reasonable efforts to prevent the period of time referred to in paragraph (e) below, issuance of any change in such stop order or the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Entities, taken as a whole, or of the happening occurrence of any event that makes any statement of a material fact made in such suspension or objection to the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) untrue or that requires the making of any additions to or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements were made) not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness use of the Registration StatementStatement and, the Partnership will make every commercially reasonable effort upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order at the earliest possible timeor relief from such occurrence or objection.

Preparation of Prospectus and Registration Statement. Prior to the termination of the offering of the Units, the Partnership and the General Partner will not file any amendment of the Registration Statement or supplement to the Prospectus or any Abbreviated Registration Statement and any amendment thereto unless the Partnership has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A of the Act, or filing of the Prospectus is otherwise required under Rule 424(b) of the Act, the Partnership and the General Partner will cause the Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) of the Act within the time period prescribed and will provide evidence satisfactory to the Underwriters of such timely filing. The Issuers Partnership will promptly advise the Representatives promptly andUnderwriters (1) when the Registration Statement shall have become effective, (2) when the Prospectus, and any supplement thereto, shall have been filed (if requested by required) with the RepresentativesCommission pursuant to Rule 424(b) of the Act or when any Abbreviated Registration Statement shall have been filed with the Commission, will confirm such advice in writing: (i3) when, prior to termination of the offering of the Units, any amendment to the Registration Statement shall have been filed or become effective, (4) of any request by the Commission or its staff for any amendment of or a supplement to the Registration Statement, the Preliminary Prospectus or any Abbreviated Registration Statement, or for any supplement to the Prospectus or for any additional information; , (ii5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (6) of the receipt by the Partnership of any notification with respect to the suspension of the qualification of the Notes Units for offering or sale in any jurisdiction or the initiation institution or threatening of any proceeding for such purpose; and (iii) within . The Partnership will use its best efforts to prevent the period of time referred to in paragraph (e) below, issuance of any change in such stop order or the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Entities, taken as a whole, or of the happening suspension of any event that makes any statement of a material fact made in the Registration Statementsuch qualification and, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) untrue or that requires the making of any additions to or changes in the Registration Statementif issued, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements were made) not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Partnership will make every commercially reasonable effort to obtain as soon as possible the withdrawal of such order at the earliest possible timethereof.

Preparation of Prospectus and Registration Statement. The Issuers Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement to the Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Company will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Company will promptly advise the Representatives promptly and(1) when the Registration Statement, if requested by not effective at the RepresentativesExecution Time, will confirm such advice in writing: shall have become effective, (i2) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission, (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective, (4) of any request by the Commission or its staff for any amendment of or a supplement to the Registration Statement, the Preliminary Prospectus or any Rule 462(b) Registration Statement, or for any supplement to the Prospectus or for any additional information; , (ii5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (6) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes Securities for offering or sale in any jurisdiction or the initiation institution or threatening of any proceeding for such purpose; and (iii) within . The Company will use its best efforts to prevent the period of time referred to in paragraph (e) below, issuance of any change in such stop order or the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Entities, taken as a whole, or of the happening suspension of any event that makes any statement of a material fact made in the Registration Statementsuch qualification and, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) untrue or that requires the making of any additions to or changes in the Registration Statementif issued, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements were made) not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Partnership will make every commercially reasonable effort to obtain as soon as possible the withdrawal of such order at the earliest possible timethereof.

Preparation of Prospectus and Registration Statement. Prior to the termination of the offering of the Units, the Partnership and the General Partner will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Prospectus) to the Base Prospectus or any Rule 462(b) Registration Statement and any amendment thereto unless the Partnership has furnished you and the Selling Unitholder a copy for review prior to filing and will not file any such proposed amendment or supplement to which you or the Selling Unitholder reasonably and timely object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Final Prospectus is otherwise required under Rule 424(b), the Partnership and the General Partner will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Underwriters of such timely filing. The Issuers Partnership will promptly advise the Representatives promptly and, if requested by the Representatives, will confirm such advice in writing: Underwriters (i) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission, (ii) when, prior to termination of the offering of the Units, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of or a supplement to the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Preliminary Prospectus or the Final Prospectus or for any additional information; , (iiiv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Partnership of any notification with respect to the suspension of the qualification of the Notes Units for offering or sale in any jurisdiction or the initiation institution or threatening of any proceeding for such purpose; and (iii) within . The Partnership will use its reasonable best efforts to prevent the period of time referred to in paragraph (e) below, issuance of any change in such stop order or the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Entities, taken as a whole, or of the happening suspension of any event that makes any statement of a material fact made in the Registration Statementsuch qualification and, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) untrue or that requires the making of any additions to or changes in the Registration Statementif issued, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements were made) not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Partnership will make every commercially reasonable effort to obtain as soon as possible the withdrawal of such order at the earliest possible timethereof.

Preparation of Prospectus and Registration Statement. Prior to the termination of the offering of the Units, the Partnership will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Prospectus) to the Base Prospectus or any Rule 462(b) Registration Statement unless the Partnership has furnished the Representatives a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Representatives reasonably object. The Issuers Partnership will cause the Final Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Partnership will promptly advise the Representatives promptly and, if requested by the Representatives, will confirm such advice in writing: (i) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission, (ii) when, prior to termination of the offering of the Units, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of or a supplement to the Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Preliminary Prospectus or the Final Prospectus or for any additional information; , (iiiv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Partnership of any notification with respect to the suspension of the qualification of the Notes Units for offering or sale in any jurisdiction or the initiation institution or threatening of any proceeding for such purpose; and (iii) within . The Partnership will use its best efforts to prevent the period of time referred to in paragraph (e) below, issuance of any change in such stop order or the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Entities, taken as a whole, or of the happening occurrence of any event that makes any statement of a material fact made in such suspension or objection to the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) untrue or that requires the making of any additions to or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements were made) not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness use of the Registration StatementStatement and, the Partnership will make every commercially reasonable effort upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order at or relief from such occurrence or objection, including, if necessary, by filing an amendment to the earliest possible timeRegistration Statement or a new registration statement and using its commercially reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable.

Preparation of Prospectus and Registration Statement. The Issuers will advise the Representatives promptly and, if requested by the Representatives, will confirm such advice in writing: (i) of any request To prepare the Prospectus in a form approved by the Commission for Representatives and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act; (ii) to make no further amendment of or a any supplement to the Registration Statement, the Preliminary Prospectus Statement or the Prospectus or for additional informationprior to the Delivery Date except as permitted herein; (iiiii) to advise the Representatives, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Representatives with copies thereof; (iv) to file promptly all reports and other documents required to be filed by the Issuers with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities; (v) to advise the Representatives, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the effectiveness use of the Registration Statement Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, of the suspension of the qualification of the Notes Securities for offering or sale in any jurisdiction or jurisdiction, of the initiation or threatening of any proceeding for any such purpose; and (iii) within the period of time referred to in paragraph (e) below, of any change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Entities, taken as a whole, or of the happening of any event that makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) untrue or that requires the making of any additions to or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required request by the Securities Act Commission for the amending or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements were made) not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness supplementing of the Registration Statement, the Partnership will make every commercially Prospectus or any Issuer Free Writing Prospectus or for additional information; and (vi) in the event of the issuance of any stop order or of any order preventing or suspending the use of the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or suspending any such qualification, to use promptly its reasonable effort best efforts to obtain the withdrawal of such order at the earliest possible timeits withdrawal.

Preparation of Prospectus and Registration Statement. The Issuers Partnership Parties will use their best efforts to prepare the Prospectus and to file such Prospectus pursuant to Rule 424(b) of the Rules and Regulations not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement. The Partnership Parties will advise the Representatives you promptly and, if requested by the Representativesyou, will confirm such advice in writing: (i) of any request by the Commission for amendment of amendments or a supplement supplements to the Registration Statement, the any Preliminary Prospectus or the Prospectus or for additional information; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Notes Units for offering or sale in any jurisdiction or the initiation of any proceeding for such purposepurposes; and (iii) within the period of time referred to in paragraph (eSection 5(g) below, of any change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains EntitiesPartnership Parties, taken as a whole, or of the happening of any event that comes to the attention of the Partnership Parties that makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure Package Time of Sale Information or the Prospectus (as then amended or supplemented) untrue in any material respect or that requires the making of any additions to thereto or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any the Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements they were made) not misleadingmisleading in any material respect, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Partnership Parties will make every commercially reasonable effort use their best efforts to obtain the withdrawal or lifting of such order at the earliest possible time. The Partnership Parties will provide the Underwriters with copies of the form of Prospectus, in such number as the Underwriters may reasonably request, and file with the Commission such Prospectus in accordance with Rule 424(b) of the Rules and Regulations before the close of business on the second business day immediately following the date hereof.

Preparation of Prospectus and Registration Statement. The Issuers Each of the Partnership Parties will use its best efforts to cause the Registration Statement and any amendments thereto to become effective, if it has not already become effective, and will advise the Representatives you promptly and, if requested by the Representativesyou, will confirm such advice in writing: writing (i) when the Registration Statement has become effective and the time and date of any filing of any post-effective Registration Statement or any amendment or supplement to any Preliminary Prospectus or the Prospectus and the time and date that any post-effective amendment to the Registration Statement becomes effective, (ii) if Rule 430A under the Securities Act is employed, when the Prospectus has been timely filed pursuant to Rule 424(b) under the Securities Act (which the Partnership agrees to file in a timely manner in accordance with such rules and regulations under the Securities Act), (iii) of the receipt of any comments of the Commission, or any request by the Commission for amendment of amendments or a supplement supplements to the Registration Statement, the any Preliminary Prospectus or the Prospectus or for additional information; , (iiiv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Notes Units for offering or sale in any jurisdiction or the initiation of any proceeding for such purpose; purposes and (iiiv) within the period of time referred to in paragraph (eSection 5.1(h) below, of any change in the Partnership’s condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Entities, taken as a wholeoperations, or of the happening of any event that comes to the attention of the Partnership Parties that makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus (as then amended or supplemented) untrue in any material respect or that requires the addition of any material fact thereto or making of any additions to or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any Preliminary Prospectus or the Time of Sale Information and the Prospectus, in the light of the circumstances under which any such statements they were made) not misleadingmisleading in any material respect, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Partnership Parties will make every commercially reasonable effort to obtain the withdrawal or lifting of such order at the earliest possible time.

Preparation of Prospectus and Registration Statement. The Issuers Partnership will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Units, the Partnership will not file any amendment of the Registration Statement or supplement to the Prospectus or any Rule 462(b) Registration Statement unless the Partnership has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Partnership will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Partnership will promptly advise the Representatives promptly and(1) when the Registration Statement, if requested by not effective at the RepresentativesExecution Time, will confirm such advice in writing: shall have become effective, (i2) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission, (3) when, prior to termination of the offering of the Units, any amendment to the Registration Statement shall have been filed or become effective, (4) of any request by the Commission or its staff for any amendment of or a supplement to the Registration Statement, the Preliminary Prospectus or any Rule 462(b) Registration Statement, or for any supplement to the Prospectus or for any additional information; , (ii5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (6) of the receipt by the Partnership of any notification with respect to the suspension of the qualification of the Notes Units for offering or sale in any jurisdiction or the initiation institution or threatening of any proceeding for such purpose; and (iii) within . The Partnership will use its best efforts to prevent the period of time referred to in paragraph (e) below, issuance of any change in such stop order or the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Entities, taken as a whole, or of the happening suspension of any event that makes any statement of a material fact made in the Registration Statementsuch qualification and, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) untrue or that requires the making of any additions to or changes in the Registration Statementif issued, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements were made) not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Partnership will make every commercially reasonable effort to obtain as soon as possible the withdrawal of such order at the earliest possible timethereof.

Preparation of Prospectus and Registration Statement. The Issuers Partnership Parties will use their best efforts to prepare the Prospectus and to file such Prospectus pursuant to Rule 424(b) of the Rules and Regulations not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement. The Partnership Parties will advise the Representatives you promptly and, if requested by the Representativesyou, will confirm such advice in writing: (i) of any request by the Commission for amendment of amendments or a supplement supplements to the Registration Statement, the any Preliminary Prospectus or the Prospectus or for additional information; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Notes Units for offering or sale in any jurisdiction or the initiation of any proceeding for such purposepurposes; and (iii) within the period of time referred to in paragraph (eSection 5(f) below, of any change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains EntitiesPartnership Parties, taken as a whole, or of the happening of any event that comes to the attention of the Partnership Parties that makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure Package Time of Sale Information or the Prospectus (as then amended or supplemented) untrue in any material respect or that requires the making of any additions to thereto or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any the Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements they were made) not misleadingmisleading in any material respect, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Partnership Parties will make every commercially reasonable effort use their best efforts to obtain the withdrawal or lifting of such order at the earliest possible time. The Partnership Parties will provide the Underwriter with copies of the form of Prospectus, in such number as the Underwriter may reasonably request, and file with the Commission such Prospectus in accordance with Rule 424(b) of the Rules and Regulations before the close of business on the second business day immediately following the date hereof.

Preparation of Prospectus and Registration Statement. Prior to the termination of the offering of the Units, the Partnership will not file any amendment of the Registration Statement or supplement to the Prospectus or any Rule 462(b) Registration Statement unless the Partnership has furnished the Representatives a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Representatives reasonably object. The Issuers Partnership will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed (without reliance on Rule 424(b)(8)) and will provide evidence satisfactory to the Representatives of such timely filing. The Partnership will promptly advise the Representatives promptly and, if requested by the Representatives, will confirm such advice in writing: (i) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission, (ii) when, prior to termination of the offering of the Units, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of or a supplement to the Registration Statement, the Preliminary Prospectus or any Rule 462(b) Registration Statement, or for any supplement to the Prospectus or for any additional information; , (iiiv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Partnership of any notification with respect to the suspension of the qualification of the Notes Units for offering or sale in any jurisdiction or the initiation institution or threatening of any proceeding for such purpose; and (iii) within . The Partnership will use its reasonable best efforts to prevent the period of time referred to in paragraph (e) below, issuance of any change in such stop order or the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Entities, taken as a whole, or of the happening occurrence of any event that makes any statement of a material fact made in such suspension or objection to the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) untrue or that requires the making of any additions to or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements were made) not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness use of the Registration StatementStatement and, the Partnership will make every commercially reasonable effort upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order at or relief from such occurrence or objection, including, if necessary, by filing an amendment to the earliest possible timeRegistration Statement or a new registration statement and using its reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable.

Preparation of Prospectus and Registration Statement. Prior to the termination of the offering of the Units, the Partnership will not file any amendment to the Registration Statement or supplement (including any Preliminary Prospectus or the Prospectus) to the Base Prospectus or any Rule 462(b) Registration Statement unless the Partnership has furnished the Underwriters a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Underwriters reasonably object. The Issuers Partnership will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Underwriters with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Underwriters of such timely filing. The Partnership will promptly advise the Representatives promptly and, if requested by the Representatives, will confirm such advice in writing: Underwriters (i) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission, (ii) when, prior to termination of the offering of the Units, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of or a supplement to the Registration Statement, the Preliminary Prospectus or any Rule 462(b) Registration Statement, or for any supplement to the Prospectus or for any additional information; , (iiiv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Partnership of any notification with respect to the suspension of the qualification of the Notes Units for offering or sale in any jurisdiction or the initiation institution or threatening of any proceeding for such purpose; and (iii) within . The Partnership will use its best efforts to prevent the period of time referred to in paragraph (e) below, issuance of any change in such stop order or the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Entities, taken as a whole, or of the happening occurrence of any event that makes any statement of a material fact made in such suspension or objection to the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) untrue or that requires the making of any additions to or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements were made) not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness use of the Registration StatementStatement and, the Partnership will make every commercially reasonable effort upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order at or relief from such occurrence or objection, including, if necessary, by filing an amendment to the earliest possible timeRegistration Statement or a new registration statement and using its best efforts to have such amendment or new registration statement declared effective as soon as practicable.

Preparation of Prospectus and Registration Statement. The Issuers Partnership Parties will use their best efforts to prepare the Prospectus and cause such Prospectus to be filed pursuant to Rule 424(b) of the Rules and Regulations not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement. The Partnership Parties will advise the Representatives Representative promptly and, if requested by the RepresentativesRepresentative, will confirm such advice in writing: (i) of any request by the Commission for amendment of amendments or a supplement supplements to the Registration Statement, the any Preliminary Prospectus or the Prospectus or for additional information; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Notes Units for offering or sale in any jurisdiction or the initiation of any proceeding for such purposepurposes; and (iii) within the period of time referred to in paragraph (eSection 5(g) below, of any change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains EntitiesPartnership Parties, taken as a whole, or of the happening of any event that comes to the attention of the Partnership Parties, that makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure Package Time of Sale Information or the Prospectus (as then amended or supplemented) untrue in any material respect or that requires the making of any additions to thereto or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any the Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements they were made) not misleadingmisleading in any material respect, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Partnership Parties will make every commercially reasonable effort use their best efforts to obtain the withdrawal or lifting of such order at the earliest possible time. The Partnership will provide the Underwriters with copies of the Prospectus, in such number as the Underwriters may reasonably request.

Preparation of Prospectus and Registration Statement. The Issuers Partnership will advise the Representatives promptly and, if requested by the Representatives, will confirm such advice in writing: (i) of any request by the Commission for amendment of or a supplement to the Registration Statement, the Preliminary Prospectus or the Prospectus or for additional information; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Notes Shares for offering or sale in any jurisdiction or the initiation of any proceeding for such purpose; and (iii) within the period of time referred to in paragraph (ed) below, of any change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Partnership Group Entities, taken as a whole, or of the happening of any event that makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) untrue or that requires the making of any additions to or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements were made) not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Partnership will make every commercially reasonable effort to obtain the withdrawal of such order at the earliest possible time.

Preparation of Prospectus and Registration Statement. The Issuers will advise (A) To prepare the Prospectus in a form approved by the Representatives promptly andand to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement or, if requested applicable, such earlier time as may be required by Rule 430B under the Representatives, will confirm such advice in writing: Securities Act; (iB) of to make no further amendment or any request by the Commission for amendment of or a supplement to the Registration Statement, the Preliminary Prospectus Statement or the Prospectus or for additional informationprior to the Delivery Date except as permitted herein; (iiC) to advise the Representatives, promptly after they receive notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Representatives with copies thereof; (D) to file promptly all reports and other documents required to be filed by the Issuers with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities; (E) to advise the Representatives, promptly after they receive notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the effectiveness use of the Registration Statement Statement, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, of the suspension of the qualification of the Notes Securities for offering or sale in any jurisdiction or jurisdiction, of the initiation or threatening of any proceeding for any such purpose; and (iii) within the period of time referred purpose or pursuant to in paragraph (e) below, of any change in the condition (financial or other), business, prospects, properties, net worth or results of operations Section 8A of the Plains Entities, taken as a wholeSecurities Act, or of the happening of any event that makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) untrue or that requires the making of any additions to or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required request by the Securities Act Commission for the amending or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements were made) not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness supplementing of the Registration Statement, the Partnership will make every commercially Prospectus or any Issuer Free Writing Prospectus or for additional information; (F) in the event of the issuance of any stop order or of any order preventing or suspending the use of the Registration Statement, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or suspending any such qualification, to use promptly its reasonable effort best efforts to obtain its withdrawal; and (G) to pay any fees required by the withdrawal of such order at Commission relating to the earliest possible timeSecurities within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r).

Preparation of Prospectus and Registration Statement. The Issuers will advise (A) To prepare the Prospectus in a form approved by the Representatives promptly andand to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement or, if requested applicable, such earlier time as may be required by Rule 430B under the Representatives, will confirm such advice in writing: Securities Act; (iB) of to make no further amendment or any request by the Commission for amendment of or a supplement to the Registration Statement, the Preliminary Prospectus Statement or the Prospectus or for additional informationprior to the last Delivery Date except as permitted herein; (iiC) to advise the Representatives, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Representatives with copies thereof; (D) to file promptly all reports and other documents required to be filed by the Partnership with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Units; (E) to advise the Representatives, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the effectiveness of use of, the Registration Statement Statement, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, of the suspension of the qualification of the Notes Units for offering or sale in any jurisdiction or jurisdiction, of the initiation or threatening of any proceeding for any such purpose; and (iii) within the period of time referred to in paragraph (e) below, of any change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Entities, taken as a whole, or of the happening of any event that makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) untrue or that requires the making of any additions to or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required request by the Securities Act Commission for the amending or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements were made) not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness supplementing of the Registration Statement, the Partnership will make every commercially Prospectus or any Issuer Free Writing Prospectus or for additional information; (F) in the event of the issuance of any stop order or of any order preventing or suspending the use of the Registration Statement, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or suspending any such qualification, to use promptly its reasonable effort best efforts to obtain its withdrawal; and (G) to pay any fees required by the withdrawal of such order at Commission relating to the earliest possible timeUnits within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r).

Preparation of Prospectus and Registration Statement. The Issuers Partnership Parties will use their best efforts to prepare the Prospectus and to file such Prospectus pursuant to Rule 424(b) of the Rules and Regulations not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement. The Partnership Parties will advise the Representatives you promptly and, if requested by the Representativesyou, will confirm such advice in writing: (i) of any request by the Commission for amendment of amendments or a supplement supplements to the Registration Statement, the any Preliminary Prospectus or the Prospectus or for additional information; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Notes Units for offering or sale in any jurisdiction or the initiation of any proceeding for such purposepurposes; and (iii) within the period of time referred to in paragraph (eSection 5(g) below, of any change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains EntitiesPartnership Parties, taken as a whole, or of the happening of any event that comes to the attention of the Partnership Parties that makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure Package Time of Sale Information or the Prospectus (as then amended or supplemented) untrue in any material respect or that requires the making of any additions to thereto or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any the Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements they were made) not misleadingmisleading in any material respect, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Partnership Parties will make every commercially reasonable effort use their best efforts to obtain the withdrawal or lifting of such order at the earliest possible time. The Partnership Parties will provide the Underwriters with copies of the form of Prospectus, in such number as the Underwriters may reasonably request, and file with the Commission such Prospectus in accordance with Rule 424(b) of the Rules and Regulations before the close of business on the second business day immediately following the date hereof.

Preparation of Prospectus and Registration Statement. The Issuers Partnership will advise the Representatives Representative promptly and, if requested by the RepresentativesRepresentative, will confirm such advice in writing: (i) of any request by the Commission for amendment of or a supplement to the Registration Statement, the Preliminary Prospectus or the Prospectus or for additional information; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Notes Shares for offering or sale in any jurisdiction or the initiation of any proceeding for such purpose; and (iii) within the period of time referred to in paragraph (e) below, of any change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Entities, taken as a whole, or of the happening of any event that makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) untrue or that requires the making of any additions to or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements were made) not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Partnership will make every commercially reasonable effort to obtain the withdrawal of such order at the earliest possible time.

Preparation of Prospectus and Registration Statement. Prior to the termination of the offering of the Units, the Partnership will not file any amendment to the Registration Statement or supplement to the Prospectus unless the Partnership has furnished the Underwriters a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Underwriters reasonably object. The Issuers Partnership will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Underwriters with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Underwriters of such timely filing. The Partnership will promptly advise the Representatives promptly and, if requested by the Representatives, will confirm such advice in writing: Underwriters (i) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b), (ii) when, prior to termination of the offering of the Units, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of the Registration Statement or a for any supplement to the Registration Statement, the Preliminary Prospectus or the Prospectus or for any additional information; , (iiiv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Partnership of any notification with respect to the suspension of the qualification of the Notes Units for offering or sale in any jurisdiction or the initiation institution or threatening of any proceeding for such purpose; and (iii) within . The Partnership will use its best efforts to prevent the period of time referred to in paragraph (e) below, issuance of any change in such stop order or the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Entities, taken as a whole, or of the happening occurrence of any event that makes any statement of a material fact made in such suspension or objection to the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) untrue or that requires the making of any additions to or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements were made) not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness use of the Registration StatementStatement and, the Partnership will make every commercially reasonable effort upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order at or relief from such occurrence or objection, including, if necessary, by filing an amendment to the earliest possible timeRegistration Statement or a new registration statement and using its best efforts to have such amendment or new registration statement declared effective as soon as practicable.

Preparation of Prospectus and Registration Statement. The Issuers will advise the Representatives promptly and, if requested by the Representatives, will confirm such advice in writing: (i) of any request To prepare the Prospectus in a form approved by the Commission for Representative and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act; (ii) to make no further amendment of or a any supplement to the Registration Statement, the Preliminary Prospectus Statement or the Prospectus or for additional informationprior to the last Delivery Date except as permitted herein; (iiiii) to advise the Representative, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Representative with copies thereof; (iv) to file promptly all reports and other documents required to be filed by the Partnership with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Units; (v) to advise the Representative, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the effectiveness of use of, the Registration Statement Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, of the suspension of the qualification of the Notes Units for offering or sale in any jurisdiction or jurisdiction, of the initiation or threatening of any proceeding for any such purpose; and (iii) within the period of time referred to in paragraph (e) below, of any change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Entities, taken as a whole, or of the happening of any event that makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) untrue or that requires the making of any additions to or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required request by the Securities Act Commission for the amending or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements were made) not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness supplementing of the Registration Statement, the Partnership will make every commercially Prospectus or any Issuer Free Writing Prospectus or for additional information; and (vi) in the event of the issuance of any stop order or of any order preventing or suspending the use of the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or suspending any such qualification, to use promptly its reasonable effort best efforts to obtain the withdrawal of such order at the earliest possible timeits withdrawal.

Preparation of Prospectus and Registration Statement. Prior to the termination of the offering of the Shares, the Company will not file any amendment to the Registration Statement or supplement (including any Preliminary Prospectus or the Prospectus) to the Base Prospectus unless the Company has furnished the Representatives a copy for their review prior to filing and will not file any such proposed amendment or supplement to which the Representatives reasonably object. The Issuers Company will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed (without reliance on Rule 424(b)(8)) and will provide evidence satisfactory to the Representatives of such timely filing. The Company will promptly advise the Representatives promptly and, if requested by the Representatives, will confirm such advice in writing: (i) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b), (ii) when, prior to termination of the offering of the Shares, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of or a supplement to the Registration Statement, the Preliminary Prospectus or for any supplement to the Prospectus or for any additional information; , (iiiv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes Shares for offering or sale in any jurisdiction or the initiation institution or threatening of any proceeding for such purpose; and (iii) within . The Company will use its reasonable efforts to prevent the period of time referred to in paragraph (e) below, issuance of any change in such stop order or the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Entities, taken as a whole, or of the happening occurrence of any event that makes any statement of a material fact made in such suspension or objection to the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) untrue or that requires the making of any additions to or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements were made) not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness use of the Registration StatementStatement and, the Partnership will make every commercially reasonable effort upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order at or relief from such occurrence or objection, including, if necessary, by filing an amendment to the earliest possible timeRegistration Statement or a new registration statement and using its reasonable efforts to have such amendment or new registration statement declared effective as soon as practicable.

Preparation of Prospectus and Registration Statement. The Issuers Each of the Partnership Parties will use its best efforts to cause the Registration Statement and any amendments thereto to become effective, if it has not already become effective, and will advise the Representatives you promptly and, if requested by the Representativesyou, will confirm such advice in writing: writing (i) when the Registration Statement has become effective and the time and date of any filing of any post-effective Registration Statement or any amendment or supplement to any Preliminary Prospectus or the Prospectus and the time and date that any post-effective amendment to the Registration Statement becomes effective, (ii) if Rule 430A under the Securities Act is employed, when the Prospectus has been timely filed pursuant to Rule 424(b) under the Securities Act (which the Partnership agrees to file in a timely manner in accordance with such rules and regulations under the Securities Act), (iii) of the receipt of any comments of the Commission, or any request by the Commission for amendment of amendments or a supplement supplements to the Registration Statement, the any Preliminary Prospectus or the Prospectus or for additional information; , (iiiv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Notes Units for offering or sale in any jurisdiction or the initiation of any proceeding for such purpose; purposes and (iiiv) within the period of time referred to in paragraph (eSection 5.1(h) below, of any change in the Partnership’s condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Entities, taken as a wholeoperations, or of the happening of any event that comes to the attention of the Partnership Parties that makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus (as then amended or supplemented) untrue in any material respect or that requires the addition of any material fact thereto or making of any additions to or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any Preliminary Prospectus or the Time of Sale Information and the Prospectus, in the light of the circumstances under which any such statements they were made) not misleadingmisleading in any material respect, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Partnership Parties will make every commercially reasonable effort to obtain the withdrawal or lifting of such order at the earliest possible time.

Preparation of Prospectus and Registration Statement. The Issuers will advise the Representatives promptly and, if requested by the Representatives, will confirm such advice in writing: (i) of any request To prepare the Prospectus in a form approved by the Commission for Underwriters and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than Commission’s close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act; (ii) to make no further amendment of or a any supplement to the Registration StatementStatement or to the Prospectus except as permitted herein; (iii) to advise the Underwriters, promptly after it receives notice thereof, of the Preliminary Prospectus time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or for additional informationany amended Prospectus has been filed and to furnish the Underwriters with copies thereof; (iiiv) to file promptly all reports and other documents required to be filed by the Partnership with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering and sale of the Firm Units; (v) to advise the Underwriters, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Notes for offering or sale in any jurisdiction or the initiation of any proceeding for such purpose; and (iii) within the period of time referred to in paragraph (e) below, of any change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Entities, taken as a whole, or of the happening of any event that makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) untrue or that requires the making of any additions to or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case use of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which suspension of the qualification of the Units for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such statements were made) not misleadingpurpose, or of any request by the necessity to amend Commission for the amending or supplement supplementing of the Registration Statement or the Prospectus or for additional information; and (as then amended or supplementedvi) to comply with in the Securities Act or any other applicable law. If at any time event of the Commission shall issue issuance of any stop order or of any order preventing or suspending the effectiveness use of any Preliminary Prospectus or the Registration StatementProspectus or suspending any such qualification, the Partnership will make every commercially to use promptly its reasonable effort best efforts to obtain the withdrawal of such order at the earliest possible timeits withdrawal.

Preparation of Prospectus and Registration Statement. The Issuers Partnership Parties will prepare the Prospectus and cause such Prospectus to be filed pursuant to Rule 424(b) of the Rules and Regulations not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement. The Partnership Parties will advise the Representatives Representative promptly and, if requested by the RepresentativesRepresentative, will confirm such advice in writing: (i) of any request by the Commission for amendment of amendments or a supplement supplements to the Registration Statement, the any Preliminary Prospectus or the Prospectus or for additional information; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Notes Units for offering or sale in any jurisdiction or the initiation of any proceeding for such purposepurposes; and (iii) within the period of time referred to in paragraph (eSection 5(g) below, of any change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains EntitiesPartnership Parties, taken as a whole, or of the happening of any event that comes to the attention of the Partnership Parties, that makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure Package Time of Sale Information or the Prospectus (as then amended or supplemented) untrue in any material respect or that requires the making of any additions to thereto or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any the Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements they were made) not misleadingmisleading in any material respect, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Partnership Parties will make every commercially reasonable effort use their best efforts to obtain the withdrawal or lifting of such order at the earliest possible time. The Partnership will provide the Underwriters with copies of the Prospectus, in such number as the Underwriters may reasonably request.

Preparation of Prospectus and Registration Statement. The Issuers Partnership will advise the Representatives Representative promptly and, if requested by the RepresentativesRepresentative, will confirm such advice in writing: (i) of any request by the Commission for amendment of or a supplement to the Registration Statement, the Preliminary Prospectus or the Prospectus or for additional information; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Notes Units for offering or sale in any jurisdiction or the initiation of any proceeding for such purpose; and (iii) within the period of time referred to in paragraph (e) below, of any change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Entities, taken as a whole, or of the happening of any event that makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) untrue or that requires the making of any additions to or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements were made) not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Partnership will make every commercially reasonable effort to obtain the withdrawal of such order at the earliest possible time.

Preparation of Prospectus and Registration Statement. The Issuers Partnership will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Units, the Partnership will not file any amendment of the Registration Statement or supplement (including the Prospectus or any Preliminary Final Prospectus) to the Base Prospectus or any Rule 462(b) Registration Statement unless the Partnership has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Partnership will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Partnership will promptly advise the Representatives promptly and(1) when the Registration Statement, if requested by not effective at the RepresentativesExecution Time, will confirm such advice in writing: shall have become effective, (i2) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission, (3) when, prior to termination of the offering of the Units, any amendment to the Registration Statement shall have been filed or become effective, (4) of any request by the Commission or its staff for any amendment of or a supplement to the Registration Statement, the Preliminary Prospectus or any Rule 462(b) Registration Statement, or for any supplement to the Prospectus or for any additional information; , (ii5) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (6) of the receipt by the Partnership of any notification with respect to the suspension of the qualification of the Notes Units for offering or sale in any jurisdiction or the initiation institution or threatening of any proceeding for such purpose; and (iii) within . The Partnership will use its best efforts to prevent the period of time referred to in paragraph (e) below, issuance of any change in such stop order or the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Entities, taken as a whole, or of the happening suspension of any event that makes any statement of a material fact made in the Registration Statementsuch qualification and, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) untrue or that requires the making of any additions to or changes in the Registration Statementif issued, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements were made) not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Partnership will make every commercially reasonable effort to obtain as soon as possible the withdrawal of such order at the earliest possible timethereof.

Preparation of Prospectus and Registration Statement. The Issuers Partnership Parties will use their best efforts to prepare the Prospectus and cause such Prospectus to be filed pursuant to Rule 424(b) of the Rules and Regulations not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement. The Partnership Parties will advise the Representatives promptly and, if requested by the Representatives, will confirm such advice in writing: (i) of any request by the Commission for amendment of amendments or a supplement supplements to the Registration Statement, the any Preliminary Prospectus or the Prospectus or for additional information; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Notes Units for offering or sale in any jurisdiction or the initiation of any proceeding for such purposepurposes; and (iii) within the period of time referred to in paragraph (eSection 5(g) below, of any change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains EntitiesPartnership Parties, taken as a whole, or of the happening of any event that comes to the attention of the Partnership Parties, that makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure Package Time of Sale Information or the Prospectus (as then amended or supplemented) untrue in any material respect or that requires the making of any additions to thereto or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any the Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements they were made) not misleadingmisleading in any material respect, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Partnership Parties will make every commercially reasonable effort use their best efforts to obtain the withdrawal or lifting of such order at the earliest possible time. The Partnership will provide the Underwriters with copies of the form of Prospectus, in such number as the Underwriters may reasonably request, and file with the Commission such Prospectus in accordance with Rule 424(b) of the Rules and Regulations before the close of business on the second business day immediately following the date of the execution and delivery of this Agreement.

Preparation of Prospectus and Registration Statement. Prior to the termination of the offering of the Units, the Partnership will not file any amendment to the Registration Statement or supplement to the Prospectus unless the Partnership has furnished the Representatives a copy for its review prior to filing and will not file any such proposed amendment or supplement to which the Representatives reasonably objects. The Issuers Partnership will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Partnership will promptly advise the Representatives promptly and, if requested by the Representatives, will confirm such advice in writing: (i) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b), (ii) when, prior to termination of the offering of the Units, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission or its staff for any amendment of the Registration Statement or a for any supplement to the Registration Statement, the Preliminary Prospectus or the Prospectus or for any additional information; , (iiiv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Partnership of any notification with respect to the suspension of the qualification of the Notes Units for offering or sale in any jurisdiction or the initiation institution or threatening of any proceeding for such purpose; and (iii) within . The Partnership will use its best efforts to prevent the period of time referred to in paragraph (e) below, issuance of any change in such stop order or the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Entities, taken as a whole, or of the happening occurrence of any event that makes any statement of a material fact made in such suspension or objection to the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) untrue or that requires the making of any additions to or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements were made) not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness use of the Registration StatementStatement and, the Partnership will make every commercially reasonable effort upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order at or relief from such occurrence or objection, including, if necessary, by filing an amendment to the earliest possible timeRegistration Statement or a new registration statement and using its best efforts to have such amendment or new registration statement declared effective as soon as practicable.

Preparation of Prospectus and Registration Statement. The Issuers Partnership will advise the Representatives Underwriter promptly and, if requested by the RepresentativesUnderwriter, will confirm such advice in writing: (i) of any request by the Commission for amendment of or a supplement to the Registration Statement, the Preliminary Prospectus or the Prospectus or for additional information; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Notes Shares for offering or sale in any jurisdiction or the initiation of any proceeding for such purpose; and (iii) within the period of time referred to in paragraph (ed) below, of any change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Partnership Group Entities, taken as a whole, or of the happening of any event that makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) untrue or that requires the making of any additions to or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements were made) not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Partnership will make every commercially reasonable effort to obtain the withdrawal of such order at the earliest possible time.

Preparation of Prospectus and Registration Statement. The Issuers will advise To prepare the Representatives promptly andProspectus in a form approved by you and to file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement, or, if requested applicable, such earlier time as may be required by Rule 430B under the Representatives, will confirm such advice in writing: (i) of Act; to make no further amendment or any request by the Commission for amendment of or a supplement to the Registration StatementStatement or Prospectus (or any other prospectus relating to the Units filed pursuant to Rule 424(b) of the Act that differs from the Prospectus) which shall be disapproved by you promptly after reasonable notice thereof; to file promptly all material required to be filed by the Partnership with the Commission pursuant to Rule 433(d) under the Act; to advise you, promptly after it receives notice thereof, of the Preliminary Prospectus time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish you with copies thereof; to file promptly all material required to be filed by the Partnership with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act or the rules and regulations of the Commission thereunder, subsequent to the date of the Prospectus and for additional informationso long as the delivery of a prospectus (or, in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required in connection with the offering of the Units; (ii) to advise you, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the effectiveness use of any Preliminary Prospectus or other prospectus in respect of the Registration Statement or Units, of the suspension of the qualification of the Notes Units for offering or sale in any jurisdiction or jurisdiction, of the initiation or threatening of any proceeding for any such purpose; and (iii) within the period of time referred to in paragraph (e) below, of any change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Entities, taken as a whole, or of any request by the happening Commission for the amending or supplementing of any event that makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus (as then amended or supplemented) untrue or that requires for additional information; and, in the making event of the issuance of any additions to stop order or changes in of any order preventing or suspending the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case use of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which other prospectus or suspending any such statements were made) not misleadingqualification, or of the necessity promptly to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Partnership will make every commercially reasonable effort use its best efforts to obtain the withdrawal of such order at the earliest possible time.order;

Preparation of Prospectus and Registration Statement. The Issuers will advise (A) To prepare the Prospectus in a form approved by the Representatives promptly andand to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement or, if requested applicable, such earlier time as may be required by Rule 430B under the Representatives, will confirm such advice in writing: Securities Act; (iB) of to make no further amendment or any request by the Commission for amendment of or a supplement to the Registration Statement, the Preliminary Prospectus Statement or the Prospectus or for additional informationprior to the Delivery Date except as permitted herein; (iiC) to advise the Representatives, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Representatives with copies thereof; (D) to file promptly all reports and other documents required to be filed by the Issuers with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities; (E) to advise the Representatives, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the effectiveness use of the Registration Statement Statement, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, of the suspension of the qualification of the Notes Securities for offering or sale in any jurisdiction or jurisdiction, of the initiation or threatening of any proceeding for any such purpose; and (iii) within the period of time referred to in paragraph (e) below, of any change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Entities, taken as a whole, or of the happening of any event that makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) untrue or that requires the making of any additions to or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required request by the Securities Act Commission for the amending or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements were made) not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness supplementing of the Registration Statement, the Partnership will make every commercially Prospectus or any Issuer Free Writing Prospectus or for additional information; (F) in the event of the issuance of any stop order or of any order preventing or suspending the use of the Registration Statement, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or suspending any such qualification, to use promptly its reasonable effort best efforts to obtain its withdrawal; and (G) to pay any fees required by the withdrawal of such order at Commission relating to the earliest possible timeSecurities within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r).

Preparation of Prospectus and Registration Statement. The Issuers Partnership will advise the Representatives Underwriter promptly and, if requested by the RepresentativesUnderwriter, will confirm such advice in writing: (i) of any request by the Commission for amendment of or a supplement to the Registration Statement, the Preliminary Prospectus or the Prospectus or for additional information; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Notes Units for offering or sale in any jurisdiction or the initiation of any proceeding for such purpose; and (iii) within the period of time referred to in paragraph (ed) below, of any change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Plains Partnership Group Entities, taken as a whole, or of the happening of any event that makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) untrue or that requires the making of any additions to or changes in the Registration Statement, the Pricing Disclosure Package or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Securities Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein (in the case of any Preliminary Prospectus or the Prospectus, in the light of the circumstances under which any such statements were made) not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other applicable law. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Partnership will make every commercially reasonable effort to obtain the withdrawal of such order at the earliest possible time.