the office of counsel for the Partnership, at 1001 Fannin, Houston, Texas 77002,
on the Closing Date.
7.
REIMBURSEMENT OF EXPENSES. IF THE SALE
OF THE SECURITIES PROVIDED FOR HEREIN IS NOT CONSUMMATED BECAUSE ANY CONDITION
TO THE OBLIGATIONS OF THE INITIAL PURCHASERS SET FORTH IN SECTION 6 HEREOF IS
NOT SATISFIED, BECAUSE OF ANY TERMINATION PURSUANT TO SECTION 10(I) HEREOF BASED
ON THE SUSPENSION OF TRADING IN THE PARTNERSHIP'S COMMON UNITS BY THE COMMISSION
OR THE NYSE OR SECTION 10(III) OR BECAUSE OF ANY REFUSAL, INABILITY OR FAILURE
ON THE PART OF THE ISSUERS TO PERFORM ANY AGREEMENT HEREIN OR COMPLY WITH ANY
PROVISION HEREOF OTHER THAN BY REASON OF A DEFAULT BY THE INITIAL PURCHASERS,
THE ISSUERS WILL REIMBURSE THE INITIAL PURCHASERS ON DEMAND FOR ALL
OUT-OF-POCKET EXPENSES (INCLUDING REASONABLE FEES AND DISBURSEMENTS OF COUNSEL)
THAT SHALL HAVE BEEN INCURRED BY THEM IN CONNECTION WITH THE PROPOSED PURCHASE
AND SALE OF THE SECURITIES.
8.
INDEMNIFICATION AND CONTRIBUTION. (A)
EACH OF THE PLAINS PARTIES, JOINTLY AND SEVERALLY, AGREES TO INDEMNIFY AND HOLD
HARMLESS EACH INITIAL PURCHASER, THE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
OF EACH INITIAL PURCHASER AND EACH PERSON WHO CONTROLS ANY INITIAL PURCHASER
WITHIN THE MEANING OF EITHER THE ACT OR THE EXCHANGE ACT AGAINST ANY AND ALL
LOSSES, CLAIMS, DAMAGES OR LIABILITIES, JOINT OR SEVERAL, TO WHICH THEY OR ANY
OF THEM MAY BECOME SUBJECT UNDER THE ACT, THE EXCHANGE ACT OR OTHER FEDERAL OR
STATE STATUTORY LAW OR REGULATION, AT COMMON LAW OR OTHERWISE, INSOFAR AS SUCH
LOSSES, CLAIMS, DAMAGES OR LIABILITIES (OR ACTIONS IN RESPECT THEREOF) ARISE OUT
OF OR ARE BASED UPON ANY UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OF A
MATERIAL FACT CONTAINED IN THE PRELIMINARY OFFERING MEMORANDUM, THE PRICING
SUPPLEMENT, THE FINAL OFFERING MEMORANDUM (OR IN ANY SUPPLEMENT OR AMENDMENT TO
THE FINAL OFFERING MEMORANDUM) OR ANY OTHER WRITTEN INFORMATION USED BY THE
PLAINS PARTIES IN CONNECTION WITH THE OFFER AND SALE OF THE SECURITIES OR ANY
INFORMATION PROVIDED BY THE ISSUERS TO ANY HOLDER OR PROSPECTIVE PURCHASER OF
SECURITIES PURSUANT TO SECTION 5(H) HEREOF, OR IN ANY AMENDMENT THEREOF OR
SUPPLEMENT THERETO, OR ARISE OUT OF OR ARE BASED UPON THE OMISSION OR ALLEGED
OMISSION TO STATE THEREIN A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR
NECESSARY TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES
UNDER WHICH THEY WERE MADE, NOT MISLEADING, AND AGREES TO REIMBURSE EACH SUCH
INDEMNIFIED PARTY, AS INCURRED, FOR ANY LEGAL OR OTHER EXPENSES REASONABLY
INCURRED BY THEM IN CONNECTION WITH INVESTIGATING OR DEFENDING ANY SUCH LOSS,
CLAIM, DAMAGE, LIABILITY OR ACTION; PROVIDED, HOWEVER, THAT THE PLAINS PARTIES
WILL NOT BE LIABLE IN ANY SUCH CASE TO THE EXTENT THAT ANY SUCH LOSS, CLAIM,
DAMAGE OR LIABILITY ARISES OUT OF OR IS BASED UPON ANY SUCH UNTRUE STATEMENT OR
ALLEGED UNTRUE STATEMENT OR OMISSION OR ALLEGED OMISSION MADE IN THE PRELIMINARY
OFFERING MEMORANDUM, THE PRICING SUPPLEMENT OR THE FINAL OFFERING MEMORANDUM, OR
IN ANY AMENDMENT THEREOF OR SUPPLEMENT THERETO, IN RELIANCE UPON AND