Common use of Ownership of the Operating Partnership Clause in Contracts

Ownership of the Operating Partnership. (i) The OLP GP is the sole general partner of the Operating Partnership with a 0.01% general partner interest in the Operating Partnership; such general partner interest has been duly authorized and validly issued in accordance with the agreement of limited partnership of the Operating Partnership (as the same may be further amended or restated on or prior to the Delivery Date, the “Operating Partnership Agreement”) and the OLP GP owns such general partner interest free and clear of all Liens, except restrictions on transferability set forth in the Operating Partnership Agreement; and (ii) The Partnership is the sole limited partner of the Operating Partnership with a 99.99% limited partner interest in the Operating Partnership; such limited partner interest has been duly authorized and validly issued in accordance with the Operating Partnership Agreement and is fully paid (to the extent required under the Operating 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 the Partnership owns such limited partner interest free and clear of all Liens, except restrictions on transferability set forth in the Operating Partnership Agreement.

Ownership of the Operating Partnership. (i) The OLP GP is the sole general partner of Magellan OLP, L.P., a Delaware limited partnership (the “Operating Partnership Partnership”), with a 0.010.001% general partner interest in the Operating Partnership; such general partner interest has been duly and validly authorized and validly issued in accordance with the agreement of limited partnership of the Operating Partnership (as amended and/or restated as of the same may be further amended or restated on or prior to the Delivery Closing Date, the “Operating Partnership Agreement”) ); and the OLP GP owns such general partner interest free and clear of all Liens, except restrictions on transferability set forth in the Operating Partnership Agreement; and and (ii) The Partnership MMP is the sole limited partner of the Operating Partnership with a 99.9999.999% limited partner interest in the Operating Partnership; such limited partner interest has been duly and validly authorized and validly issued in accordance with the Operating Partnership Agreement and is fully paid (to the extent required under the Operating Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 303(a) and 17-607 and 17-804 of the Delaware LP Act); and the Partnership MMP owns such limited partner interest free and clear of all Liens, except restrictions on transferability set forth in the Operating Partnership Agreement.

Ownership of the Operating Partnership. (i) The OLP GP OLPGP is the sole general partner of the Operating Partnership with a 0.010.001% general partner interest in the Operating Partnership; such general partner interest has been duly authorized and validly issued in accordance with the agreement of limited partnership of the Operating Partnership (Partnership, as the same may be further amended or and/or restated on or prior to the Delivery Date, date hereof (the “Operating Partnership Agreement”) ); and the OLP GP OLPGP owns such general partner interest free and clear of all Liensliens, except restrictions on transferability set forth in the Operating Partnership Agreementencumbrances, security interests, equities, charges or claims; and and (ii) The the Partnership is the sole limited partner of the Operating Partnership with a 99.9999.999% limited partner interest in the Operating Partnership; such limited partner interest has been duly authorized and validly issued in accordance with the Operating Partnership Agreement and is fully paid (to the extent required under the Operating Partnership Agreement) and nonassessable non-assessable (except as such nonassessability non-assessability may be affected by Sections 17-303, 303(a) and 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”) and as otherwise described in the Prospectus); and the Partnership owns such limited partner interest free and clear of all Liensliens, except restrictions on transferability set forth in the Operating Partnership Agreementencumbrances, security interests, equities, charges or claims.

Ownership of the Operating Partnership. (i) The OLP GP OLPGP is the sole general partner of the Operating Partnership with a 0.010.001% general partner interest in the Operating Partnership; such general partner interest has been duly authorized and validly issued in accordance with the agreement of limited partnership of the Operating Partnership (Partnership, as the same may be further amended or and/or restated on or prior to the Delivery Date, date hereof (the “Operating Partnership Agreement”) ); and the OLP GP OLPGP owns such general partner interest free and clear of all Liens, Liens (except for such restrictions on transferability set forth described in the Operating Partnership AgreementPricing Disclosure Package); and and (ii) The the Partnership is the sole limited partner of the Operating Partnership with a 99.9999.999% limited partner interest in the Operating Partnership; such limited partner interest has been duly authorized and validly issued in accordance with the Operating Partnership Agreement and is fully paid (to the extent required under the Operating Partnership Agreement) and nonassessable non-assessable (except as such nonassessability non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act); and the Partnership owns such limited partner interest free and clear of all Liens, Liens (except for restrictions on transferability set forth described in the Operating Partnership AgreementPricing Disclosure Package).

Ownership of the Operating Partnership. (i) The OLP GP is the sole general partner of Magellan OLP, L.P., a Delaware limited partnership (the “Operating Partnership Partnership”), with a 0.010.001% general partner interest in the Operating Partnership; such general partner interest has been duly and validly authorized and validly issued in accordance with the agreement of limited partnership of the Operating Partnership (as amended and/or restated as of the same may be further amended or restated on or prior to the Delivery Datedate hereof, the “Operating Partnership Agreement”) ); and the OLP GP owns such general partner interest free and clear of all Liens, except restrictions on transferability set forth in the Operating Partnership Agreement; and and (ii) The Partnership MMP is the sole limited partner of the Operating Partnership with a 99.9999.999% limited partner interest in the Operating Partnership; such limited partner interest has been duly and validly authorized and validly issued in accordance with the Operating Partnership Agreement and is fully paid (to the extent required under the Operating Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 303(a) and 17-607 and 17-804 of the Delaware LP Act); and the Partnership MMP owns such limited partner interest free and clear of all Liens, except restrictions on transferability set forth in the Operating Partnership Agreement.