Common use of Ownership of Sponsor Units and Incentive Distribution Rights Clause in Contracts

Ownership of Sponsor Units and Incentive Distribution Rights. After giving effect to the Transactions, EQT Midstream Investments will own the Sponsor Units and the General Partner will own 100% of the Incentive Distribution Rights; all of such Sponsor Units and Incentive Distribution Rights and the limited partner interests represented thereby will have been duly authorized and validly issued in accordance with the Partnership Agreement, and will be fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act); and EQT Midstream Investments will own the Sponsor Units and the General Partner will own the Incentive Distribution Rights, in each case free and clear of all Liens (except for restrictions on transferability contained in the Partnership Agreement or as described in the Registration Statement, the Disclosure Package and the Prospectus) (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming EQT Midstream Investments or the General Partner as debtor, as applicable, is on file as of a recent date in the office of the Secretary of State of the State of Delaware, or (ii) otherwise known to such counsel, without independent investigation, other than those created by or arising under the Delaware LP Act or the EQT Credit Agreement.

Ownership of Sponsor Units and Incentive Distribution Rights. After giving effect to the Transactions, EQT Midstream Investments will own Lion Oil owns the Sponsor Lion Oil Units, Delek Marketing LLC owns the Delek Marketing Units and the General Partner will own owns 100% of the Incentive Distribution RightsIDRs; all of such Sponsor Units and Incentive Distribution Rights IDRs and the limited partner interests represented thereby will have been duly authorized and validly issued in accordance with the Partnership Agreement, and will be fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act); and EQT Midstream Investments will own Lion Oil owns the Sponsor Lion Oil Units, Delek Marketing LLC owns the Delek Marketing Units and the General Partner will own owns the Incentive Distribution RightsIDRs, in each case free and clear of all Liens (except for restrictions on transferability contained in the Partnership Agreement or as described in the Registration Statement, the Disclosure Package and the Prospectus)in (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming EQT Midstream Investments Delek Marketing LLC or the General Partner as debtor, as applicable, is on file as of a recent date in the office of the Secretary of State of the State of Delaware, (ii) or in respect of which a financing statement under the Uniform Commercial Code of the State of Arkansas naming Lion Oil as debtor, as applicable, is on file in the office of the Secretary of State of the State of Arkansas, or (iiiii) otherwise known to such counsel, without independent investigation, other than those created by or arising under the Delaware LP Act or arising under or securing the EQT Credit Agreement.agreements set forth on Schedule D.

Ownership of Sponsor Units and Incentive Distribution Rights. After giving effect to the TransactionsTransactions and assuming that the Underwriters have not exercised all or any portion of the Over-Allotment Option and the Over-Allotment Option exercise period has not yet expired, EQT Midstream Investments will own the Sponsor (i) OTA owns 3,581,032 Common Units and 10,457,842 Subordinated Units, (ii) OTB Holdco owns 4,368,869 Common Units and 8,992,059 Subordinated Units (together with the Units owned by OTA and described in clause (i), the “Sponsor Units”), and (iii) the General Partner will own owns 100% of the Incentive Distribution Rights; all of such Sponsor Units and Incentive Distribution Rights and the limited partner interests represented thereby will have been duly authorized and validly issued in accordance with the Partnership Agreement, and will be are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act); and EQT Midstream Investments will OTA and OTB Holdco own the Sponsor Units and the General Partner will own owns the Incentive Distribution Rights, in each case free and clear of all Liens (except for restrictions on transferability contained in the Partnership Agreement or as described in the Registration Statement, Disclosure Package, the Disclosure Package and Prospectus or the Prospectus) Partnership Agreement or Liens created by or arising under the Delaware LP Act) (iA) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming EQT Midstream Investments OTA, OTB Holdco or the General Partner as debtor, as applicable, debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware, Delaware or (iiB) otherwise known to such counsel, without independent investigation, other than those created by or arising under the Delaware LP Act or the EQT Credit Agreement.

Ownership of Sponsor Units and Incentive Distribution Rights. After giving effect to TLPI owns the TransactionsTLPI Units, EQT Midstream Investments will own TGPI owns the Sponsor TGPI Units and the General Partner will own owns 100% of the Incentive Distribution Rights; all of such Sponsor Units and Incentive Distribution Rights and the limited partner interests represented thereby will have been duly and validly authorized and validly issued in accordance with the Partnership Agreement, and will be are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act); and EQT Midstream Investments will own TLPI owns the Sponsor Units TLPI units, TGPI owns the TGPI units and the General Partner will own owns the Incentive Distribution Rights, in each case free and clear of all Liens (except for restrictions on transferability contained in the Partnership Agreement or as described in the Registration Statement, the Disclosure Package and the Prospectus) Prospectus [or arising under the Credit Agreement]) (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming EQT Midstream Investments TLPI, TGPI or the General Partner as debtor, as applicable, debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware, Delaware or (ii) otherwise known to such counsel, without independent investigation, other than those created by or arising under the Delaware LP Act or the EQT Credit AgreementAct.

Ownership of Sponsor Units and Incentive Distribution Rights. After giving effect to TLPI owns the TransactionsTLPI Units, EQT Midstream Investments will own TGPI owns the Sponsor TGPI Units and the General Partner will own owns 100% of the Incentive Distribution Rights; all of such Sponsor Units and Incentive Distribution Rights and the limited partner interests represented thereby will have been duly and validly authorized and validly issued in accordance with the Partnership Agreement, and will be are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act); and EQT Midstream Investments will own TLPI owns the Sponsor Units TLPI units, TGPI owns the TGPI units and the General Partner will own owns the Incentive Distribution Rights, in each case free and clear of all Liens (except for restrictions on transferability contained and other Liens as described in the Disclosure Package, the Prospectus or the Partnership Agreement or as described in Liens created by or arising under the Registration StatementDelaware LP Act, the Disclosure Package and Credit Agreement or the Prospectus) Targa Credit Agreement) (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming EQT Midstream Investments TLPI, TGPI or the General Partner as debtor, as applicable, debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware, Delaware or (ii) otherwise known to such counsel, without independent investigation, other than those created by or arising under the Delaware LP Act or the EQT Credit AgreementAct.

Ownership of Sponsor Units and Incentive Distribution Rights. After giving effect to SEPL owns the TransactionsSEPL Units, EQT Midstream Investments will own SET owns the Sponsor SET Units and the General Partner will own owns the GP Common Units and 100% of the Incentive Distribution Rights; all of such Sponsor Units and Incentive Distribution Rights and the limited partner interests represented thereby will have been duly and validly authorized and validly issued in accordance with the Partnership Agreement, and will be are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act); and EQT Midstream Investments will own SEPL owns the Sponsor SEPL Units, SET owns the SET Units and the General Partner will own owns GP Common Units and the Incentive Distribution Rights, in each case free and clear of all Liens (except for restrictions on transferability contained as described in the Disclosure Package, the Prospectus or the Partnership Agreement or as described in Liens created by or arising under the Registration Statement, the Disclosure Package and the Prospectus) Delaware LP Act) (iA) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming EQT Midstream Investments SEPL, SET or the General Partner as debtor, as applicable, debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware, Delaware or (iiB) otherwise known to such counsel, without independent investigation, other than those created by or arising under the Delaware LP Act or the EQT Credit Agreement.