Common use of No Consents Regarding the Offering Clause in Contracts

No Consents Regarding the Offering. No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with (i) the offering, issuance or sale of the Notes, (ii) the execution or delivery of this Agreement, the Notes or the Supplemental Indenture, (iii) the performance of the Debt Documents, or compliance with the terms thereof, by the Partnership, (iv) the consummation of the transactions contemplated by the Debt Documents (including the issuance and sale of the Notes), or (v) the application of the proceeds from the sale of the Notes as described under “Use of Proceeds” in each of the Time of Sale Prospectus and the Prospectus, except for (A) such consents that have been obtained or will be obtained prior to the Closing Date, (B) such consents that may be required under the Securities Act, the Exchange Act, the Trust Indenture Act and the “blue sky” laws of any jurisdiction in connection with the purchase and distribution of the Notes by the Underwriters in the manner contemplated herein and in the Prospectus and (C) such consents that, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect or would not materially impair the ability of the Partnership to perform its obligations under the Debt Documents.

No Consents Regarding the Offering. No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with (i) the offering, issuance or sale of the Notes, (ii) the execution or delivery of this Agreement, the Notes Agreement or the Supplemental IndentureNotes, (iii) the performance of the Debt Documents, or compliance with the terms thereof, by the Partnership, (iv) the consummation of the transactions contemplated by the Debt Documents (including the issuance and sale of the Notes), or (v) the application of the proceeds from the sale of the Notes as described under “Use of Proceedsproceeds” in each of the Time of Sale Prospectus and the Prospectus, except for (A) such consents that have been obtained or will be obtained prior to the Closing Date, (B) such consents that may be required under the Securities Act, the Exchange Act, the Trust Indenture Act and the “blue sky” laws of any jurisdiction in connection with the purchase and distribution of the Notes by the Underwriters in the manner contemplated herein and in the Prospectus and (C) such consents that, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect or would not materially impair the ability of the Partnership to perform its obligations under the Debt Documents.

No Consents Regarding the Offering. No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with (i) the offering, issuance or sale of the Notes, (ii) the execution or delivery of this Agreement, the Notes or the Supplemental Indenture, (iii) the performance of the Debt Documents, or compliance with the terms thereof, by the Partnership, (iv) the consummation of the transactions contemplated by the Debt Documents (including the issuance and sale of the Notes), or (v) the application of the proceeds from the sale of the Notes as described under “Use of Proceeds” in each of the Time of Sale Prospectus and the Prospectus, except for (A) such consents that have been obtained or will be obtained prior to the Closing Date, (B) such consents that may be required under the Securities Act, the Exchange Act, the Trust Indenture Act and the “blue sky” laws of any jurisdiction in connection with the purchase and distribution of the Notes by the Underwriters in the manner contemplated herein and in the Prospectus and (C) such consents that, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect or would not materially impair the ability of the Partnership to perform its obligations under the Debt Documents.and

No Consents Regarding the Offering. No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with (i) the offering, issuance or sale of the Notes, (ii) the execution or delivery of this Agreement, the Notes Agreement or the Supplemental IndentureNotes, (iii) the performance of the Debt Documents, or compliance with the terms thereof, by the Partnership, (iv) the consummation of the transactions contemplated by the Debt Documents (including the issuance and sale of the Notes), or (v) the application of the proceeds from the sale of the Notes as described under “Use of Proceeds” in each of the Time of Sale Prospectus and the Prospectus, except for (A) such consents that have been obtained or will be obtained prior to the Closing Date, (B) such consents that may be required under the Securities Act, the Exchange Act, the Trust Indenture Act and the “blue sky” Blue Sky laws of any jurisdiction in connection with the purchase and distribution of the Notes by the Underwriters in the manner contemplated herein and in the Prospectus and (C) such consents that, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect or would not materially impair the ability of the Partnership to perform its obligations under the Debt Documents.

No Consents Regarding the Offering. No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with (i) the offering, issuance or sale of the Notes, (ii) the execution or delivery of this Agreement, the Notes or the Supplemental IndentureIndentures, (iii) the performance of the Debt Documents, or compliance with the terms thereof, by the Partnership, (iv) the consummation of the transactions contemplated by the Debt Documents (including the issuance and sale of the Notes), or (v) the application of the proceeds from the sale of the Notes as described under “Use of Proceeds” in each of the Time of Sale Prospectus and the Prospectus, except for (A) such consents that have been obtained or will be obtained prior to the Closing Date, (B) such consents that may be required under the Securities Act, the Exchange Act, the Trust Indenture Act and the “blue sky” laws of any jurisdiction in connection with the purchase and distribution of the Notes by the Underwriters in the manner contemplated herein and in the Prospectus and (C) such consents that, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect or would not materially impair the ability of the Partnership to perform its obligations under the Debt Documents.

No Consents Regarding the Offering. No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with (i) the offering, issuance or sale of the Notes, (ii) the execution or delivery of this Agreement, the Notes Agreement or the Supplemental IndentureNotes, (iii) the performance of the Debt Documents, or compliance with the terms thereof, by the Partnership, (iv) the consummation of the transactions contemplated by the Debt Documents (including the issuance and sale of the Notes), or (v) the application of the proceeds from the sale of the Notes as described under “Use of Proceeds” in each of the Time of Sale Prospectus and the Prospectus, except for (A) such consents that have been obtained or will be obtained prior to the Closing Date, (B) such consents that may be required under the Securities Act, the Exchange Act, the Trust Indenture Act and the “blue sky” laws of any jurisdiction in connection with the purchase and distribution of the Notes by the Underwriters in the manner contemplated herein and in the Prospectus and (C) such consents that, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect or would not materially impair the ability of the Partnership to perform its obligations under the Debt Documents.

No Consents Regarding the Offering. No Except as disclosed in the Time of Sale Prospectus with respect to the Purchase Agreement, no consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with (i) the offering, issuance or and sale of the Notes, (ii) the execution or execution, delivery of this Agreement, the Notes or the Supplemental Indenture, (iii) the and performance of the Purchase Agreement and the Debt Documents, or Documents and compliance with the terms thereof, by each of the PartnershipMagellan Parties, (iviii) the consummation of the transactions contemplated by the Debt Documents (including the issuance and sale of the Notes), or (viv) the application of the proceeds from the sale of the Notes as described under “Use of Proceeds” in each of the Time of Sale Prospectus and the Prospectus, except for (A) such consents that have been obtained or will be obtained prior to the Closing Date, (B) such consents that may be required under the Securities Act, the Exchange Act, the Trust Indenture Act and the “blue sky” Blue Sky laws of any jurisdiction in connection with the purchase and distribution of the Notes by the Underwriters in the manner contemplated herein and in the Prospectus and (C) such consents that, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect or would not materially impair the ability of any of the Partnership Magellan Parties to perform its their obligations under the Purchase Agreement and the Debt Documents.

No Consents Regarding the Offering. No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with (i) the offering, issuance or sale of the Notes, (ii) the execution or delivery of this Agreement, the Notes Agreement or the Supplemental IndentureNotes, (iii) the performance of the Debt Documents, or compliance with the terms thereof, by each of the PartnershipMagellan Parties, (iv) the consummation of the transactions contemplated by the Debt Documents (including the issuance and sale of the Notes), or (v) the application of the proceeds from the sale of the Notes as described under “Use of Proceeds” in each of the Time of Sale Prospectus and the Prospectus, except for (A) such consents that have been obtained or will be obtained prior to the Closing Date, (B) such consents that may be required under the Securities Act, the Exchange Act, the Trust Indenture Act and the “blue sky” Blue Sky laws of any jurisdiction in connection with the purchase and distribution of the Notes by the Underwriters in the manner contemplated herein and in the Prospectus and (C) such consents that, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect or would not materially impair the ability of any of the Partnership Magellan Parties to perform its their obligations under the Debt Documents.