Common use of Representations, Warranties and Agreements of the Partnership Entities Clause in Contracts

Representations, Warranties and Agreements of the Partnership Entities. The Magellan Parties, jointly and severally, represent, warrant and agree that: (a) A registration statement on Form S-3 (File No. 333-83952) with respect to the Common Units being sold by the Partnership and a registration statement on Form S-3 (File No. 333-109732) with respect to the Common Units being sold by the Selling Unitholder have (i) been prepared by the Partnership in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of each such registration statement and each of the amendments thereto, if any, have been delivered by the Partnership to the Representatives of the Underwriters. As used in this Agreement, "Effective Time" means the respective date and the time as of which each such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; "Effective Date" means the respective date of each Effective Time; "Preliminary Prospectus" means each prospectus included in each such registration statement, or amendments thereto, before each such registration statement became effective under the Securities Act, any prospectus filed with the Commission by the Partnership with the consent of the Representatives pursuant to Rule 424(a) of the Rules and Regulations, or any preliminary prospectus supplement, including the accompanying base prospectus, filed with the Commission by the Partnership with the consent of the Representatives after the effectiveness of each such registration statement pursuant to Rule 424(b) of the Rules and Regulations; "Registration Statement" means collectively, each registration statement referred to above, as each was amended at its Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of each such registration statement as of its Effective Time pursuant to Rule 430A of the Rules and Regulations and any new registration statement registering additional securities pursuant to Rule 462(b) of the Rules and Regulations; and "Prospectus" means the final prospectus supplement, including the accompanying base prospectus, as first filed with the Commission pursuant to paragraph (2) or (5) of Rule 424(b) of the Rules and Regulations. Reference made herein to any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any information incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act") after the date of such Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference in the Preliminary Prospectus or the Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to include any periodic report of the Partnership filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable Effective Time that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

Representations, Warranties and Agreements of the Partnership Entities. The Magellan PartiesPartnership Entities, jointly and severally, represent, warrant and agree that: (a) A registration statement on Form S-3 (File No. 333-83952) with respect to the Common Units being sold by the Partnership and a registration statement on Form S-3 (File No. 333-109732) with respect to the Common Units being sold by the Selling Unitholder have has (i) been prepared by the Partnership in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of each such registration statement and each of the amendments thereto, if any, have been delivered by the Partnership to the Representatives of the Underwritersyou. As used in this Agreement, "Effective Time" means the respective date and the time as of which each such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; "Effective Date" means the respective date of each the Effective Time; "Preliminary Prospectus" means each prospectus included in each such registration statement, or amendments theretothereof, if any, before each such registration statement it became effective under the Securities Act, any prospectus filed with the Commission by the Partnership with the consent of the Representatives Underwriters pursuant to Rule 424(a) of the Rules and RegulationsRegulations under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or any preliminary prospectus supplement, including the accompanying base prospectus, filed with the Commission by the Partnership with the consent of the Representatives Underwriters after the effectiveness of each such registration statement pursuant to Rule 424(b) of the Rules and Regulations; "Registration Statement" means collectively, each such registration statement referred to abovestatement, as each was amended at its the Effective Time, including all information contained in the final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed to be a part of each such the registration statement as of its the Effective Time pursuant to Rule 430A of the Rules and Regulations and any new registration statement registering additional securities pursuant to Rule 462(b) of the Rules and Regulations; and "Prospectus" means the final prospectus supplement, including the accompanying base prospectus, as first filed with the Commission pursuant to paragraph (2) or (5) of Rule 424(b) of the Rules and RegulationsRegulations under the Exchange Act. Reference made herein to any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any information documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act") after the date of such Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference in the Preliminary Prospectus or the Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to include any periodic report of the Partnership filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the applicable Effective Time that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.