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

Ownership of Sponsor Units and Incentive Distribution Rights. (i) As of the date hereof, Golar owns the number of common units representing limited partner interests of the Partnership (the “Common Units”) as set forth in the Disclosure Package (all such Common Units being collectively referred to herein as the “Sponsor Units”); on the Closing Date and any settlement date, Golar will own the Sponsor Units; and (ii) the General Partner owns all of the Partnership’s incentive distribution rights (the “Incentive Distribution Rights”). All of the Sponsor Units and the Incentive Distribution Rights, and the limited partner interests represented thereby, have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as described in the Disclosure Package and the Prospectus and except as such nonassessability may be affected by Sections 30, 41, 51 and 60 of The Xxxxxxxx Islands Limited Partnership Act (the “Xxxxxxxx Islands LP Act”)); and Golar and the General Partner own the Sponsor Units and the Incentive Distribution Rights, respectively, free and clear of all Liens (except restrictions on transferability contained in the Partnership Agreement, as described in the Disclosure Package and arising under Golar’s margin loan agreement, dated March 3, 2017 with Citibank N.A., as administrative agent, initial collateral agent, calculation agent and lender).

Ownership of Sponsor Units and Incentive Distribution Rights. (i) As of the date hereof, Golar owns the number of common units representing limited partner interests of the Partnership (the “8,838,096 Common Units”) as set forth in the Disclosure Package Units and 15,949,831 Subordinated Units (all such Common Units and Subordinated Units being collectively referred to herein as the “Sponsor Units”); on the Closing Date and any settlement dateDate, Golar will own the Sponsor 1,668,096 Common Units and 15,949,831 Subordinated Units; and (ii) the General Partner owns all 81% of the Partnership’s incentive distribution rights (the “General Partner Incentive Distribution Rights”); and (iii) Golar LNG Energy Limited, a Bermuda exempted company and an indirect subsidiary of Golar (“Golar Energy”), owns 19% of the Partnership’s incentive distribution rights (the “Golar Energy Incentive Distribution Rights” and together with the General Partner Incentive Distribution Rights, the “Incentive Distribution Rights”). All of the Sponsor Units and the Incentive Distribution Rights, and the limited partner interests represented thereby, have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as described in the Disclosure Package and the Prospectus and except as such nonassessability may be affected by Sections 30, 41, 51 and 60 of The Xxxxxxxx Islands Limited Partnership Act (the “Xxxxxxxx Islands LP Act”)); and Golar, Golar Energy and the General Partner own the Sponsor Units and the Incentive Distribution Rights, respectively, free and clear of all Liens (except restrictions on transferability contained in the Partnership Agreement, Liens under Golar’s 3.75% Convertible Bonds and as described in the Disclosure Package and arising under Golar’s margin loan agreement, dated March 3, 2017 with Citibank N.A., as administrative agent, initial collateral agent, calculation agent and lenderPackage).

Ownership of Sponsor Units and Incentive Distribution Rights. (i) As of the date hereof, Golar owns the number of common units representing limited partner interests of the Partnership (the “12,238,096 Common Units”) as set forth in the Disclosure Package Units and 15,949,831 Subordinated Units (all such Common Units and Subordinated Units being collectively referred to herein as the “Sponsor Units”); on the Closing Date and any settlement dateDate, Golar will own the Sponsor 8,838,096 Common Units and 15,949,831 Subordinated Units; and (ii) the General Partner owns all 81% of the Partnership’s incentive distribution rights (the “General Partner Incentive Distribution Rights”); and (iii) Golar LNG Energy Limited, a Bermuda exempted company and an indirect subsidiary of Golar (“Golar Energy”), owns 19% of the Partnership’s incentive distribution rights (the “Golar Energy Incentive Distribution Rights” and together with the General Partner Incentive Distribution Rights, the “Incentive Distribution Rights”). All of the Sponsor Units and the Incentive Distribution Rights, and the limited partner interests represented thereby, have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as described in the Disclosure Package and the Prospectus and except as such nonassessability may be affected by Sections 30, 41, 51 and 60 of The Xxxxxxxx Islands Limited Partnership Act (the “Xxxxxxxx Islands LP Act”)); and Golar, Golar Energy and the General Partner own the Sponsor Units and the Incentive Distribution Rights, respectively, free and clear of all Liens (except restrictions on transferability contained in the Partnership Agreement, Liens under Golar’s 3.75% Convertible Bonds and as described in the Disclosure Package and arising under Golar’s margin loan agreement, dated March 3, 2017 with Citibank N.A., as administrative agent, initial collateral agent, calculation agent and lenderPackage).

Ownership of Sponsor Units and Incentive Distribution Rights. (i) As of the date hereof, hereof Golar owns the number of common units representing limited partner interests of the Partnership (the “9,327,254 Common Units”) as set forth in the Disclosure Package Units and 15,949,831 Subordinated Units (all such Common Units and Subordinated Units being collectively referred to herein as the “Sponsor Units”); on the Closing Date and any each settlement date, after giving effect to the transactions described in the Unit Purchase Agreement, Golar will own the Sponsor 10,296,559 Common Units and 15,949,831 Subordinated Units; and (ii) the General Partner owns all 81% of the Partnership’s incentive distribution rights (the “General Partner Incentive Distribution Rights”); and (iii) Golar LNG Energy Limited, a Bermuda exempted company and an indirect subsidiary of Golar (“Golar Energy”), owns 19% of the Partnership’s incentive distribution rights (the “Golar Energy Incentive Distribution Rights” and together with the General Partner Incentive Distribution Rights, the “Incentive Distribution Rights”). All of the Sponsor Units and the Incentive Distribution Rights, and the limited partner interests represented thereby, have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as described in the Disclosure Package and the Prospectus and except as such nonassessability may be affected by Sections 30, 41, 51 and 60 of The Xxxxxxxx Islands Limited Partnership Act (the “Xxxxxxxx Islands LP Act”)); and Golar, Golar Energy and the General Partner own the Sponsor Units and the Incentive Distribution Rights, respectively, free and clear of all Liens (except restrictions on transferability contained in the Partnership Agreement, Liens under Golar’s 3.75% Convertible Bonds and as described in the Disclosure Package and arising under Golar’s margin loan agreement, dated March 3, 2017 with Citibank N.A., as administrative agent, initial collateral agent, calculation agent and lenderPackage).

Ownership of Sponsor Units and Incentive Distribution Rights. (i) As of the date hereof, hereof Golar owns the number of common units representing limited partner interests of the Partnership (the “11,821,149 Common Units”) as set forth in the Disclosure Package Units and 15,949,831 Subordinated Units (all such Common Units and Subordinated Units being collectively referred to herein as the “Sponsor Units”); on the Closing Date and any settlement dateDate, after giving effect to the transactions described in the Unit Purchase Agreement, Golar will own the Sponsor 12,238,096 Common Units and 15,949,831 Subordinated Units; and (ii) the General Partner owns all 81% of the Partnership’s incentive distribution rights (the “General Partner Incentive Distribution Rights”); and (iii) Golar LNG Energy Limited, a Bermuda exempted company and an indirect subsidiary of Golar (“Golar Energy”), owns 19% of the Partnership’s incentive distribution rights (the “Golar Energy Incentive Distribution Rights” and together with the General Partner Incentive Distribution Rights, the “Incentive Distribution Rights”). All of the Sponsor Units and the Incentive Distribution Rights, and the limited partner interests represented thereby, have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as described in the Disclosure Package and the Prospectus and except as such nonassessability may be affected by Sections 30, 41, 51 and 60 of The Xxxxxxxx Islands Limited Partnership Act (the “Xxxxxxxx Islands LP Act”)); and Golar, Golar Energy and the General Partner own the Sponsor Units and the Incentive Distribution Rights, respectively, free and clear of all Liens (except restrictions on transferability contained in the Partnership Agreement, Liens under Golar’s 3.75% Convertible Bonds and as described in the Disclosure Package and arising under Golar’s margin loan agreement, dated March 3, 2017 with Citibank N.A., as administrative agent, initial collateral agent, calculation agent and lenderPackage).

Ownership of Sponsor Units and Incentive Distribution Rights. On the first Closing Date, immediately prior to the closing (i) As of the date hereof, Golar owns the number of common units representing limited partner interests of the Partnership (the “Common Units”) as set forth in the Disclosure Package (all such Common Units being collectively referred to herein as the “Sponsor Units”); on the Closing Date and any settlement date, Golar will own the Sponsor Units; and (ii) the General Partner owns all of will own the Partnership’s incentive distribution rights (the “General Partner Incentive Distribution Rights”); and (iii) Golar Energy will own the Golar Energy Incentive Distribution Rights. All of the Sponsor Units and the Incentive Distribution Rights, and the limited partner interests represented thereby, have been duly authorized for issuance and sale and, when issued and delivered by the Partnership, will be validly issued in accordance with the Partnership Agreement and are will be fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as described in the Disclosure Package Preliminary Prospectus and the Prospectus under the caption “The Partnership Agreement — Limited Liability” and except as such nonassessability non-assessability may be affected by Sections 30, 41, 51 and 60 Section 41 of The Xxxxxxxx Islands Limited Partnership Act (the “Xxxxxxxx Islands LP Act”)); and Golar and Golar Energy and the General Partner will own the Sponsor Units and the Incentive Distribution Rights, respectively, free and clear of all Liens (except restrictions on transferability contained in the Partnership Agreement, Agreement and as described in the Disclosure Package Package). On the first Closing Date, after giving effect to the sale by Golar of the Firm Units, Golar will own [ ] Common Units and arising under Golar’s margin loan agreement[ ] Subordinated Units (the “Retained Sponsor Units”) and the General Partner will own the General Partner Incentive Distribution Rights and Golar Energy will own the Golar Energy Incentive Distribution Rights, dated March 3, 2017 with Citibank N.A., in each case free and clear of all Liens (except restrictions on transferability contained in the Partnership Agreement and as administrative agent, initial collateral agent, calculation agent and lenderdescribed in the Disclosure Package).