Common use of Ownership of the Operating Partnership Clause in Contracts

Ownership of the Operating Partnership. (i) OLP GP is the sole general partner of Magellan OLP, L.P., a Delaware limited partnership (the “Operating Partnership”), with a 0.001% general partner interest in the Operating Partnership; such general partner interest has been duly and validly authorized and issued in accordance with the agreement of limited partnership of the Operating Partnership (as amended and/or restated as of the Closing Date, the “Operating Partnership Agreement”); and OLP GP owns such general partner interest free and clear of all Liens; and (ii) MMP is the sole limited partner of the Operating Partnership with a 99.999% limited partner interest in the Operating Partnership; such limited partner interest has been duly and validly authorized and 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(a) and 17-607 of the Delaware LP Act); and MMP owns such limited partner interest free and clear of all Liens.

Ownership of the Operating Partnership. (i) OLP GP OLPGP is the sole general partner of Magellan OLP, L.P., a Delaware limited partnership (the “Operating Partnership”), Partnership with a 0.001% general partner interest in the Operating Partnership; such general partner interest has been duly authorized and validly authorized and issued in accordance with the agreement of limited partnership of the Operating Partnership (Partnership, as amended and/or restated as of on or prior to the Closing Date, date hereof (the “Operating Partnership Agreement”); and OLP GP OLPGP owns such general partner interest free and clear of all LiensLiens (except for such restrictions on transferability described in the Pricing Disclosure Package); and (ii) MMP the Partnership is the sole limited partner of the Operating Partnership with a 99.999% limited partner interest in the Operating Partnership; such limited partner interest has been duly authorized and validly authorized and 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(a) 303, 17-607 and 17-607 804 of the Delaware LP Act); and MMP the Partnership owns such limited partner interest free and clear of all LiensLiens (except for restrictions on transferability described in the Pricing Disclosure Package).

Ownership of the Operating Partnership. (i) OLP GP is the sole general partner of Magellan OLP, L.P., a Delaware limited partnership (the “Operating Partnership”), with a 0.001% general partner interest in the Operating Partnership; such general partner interest has been duly and validly authorized and issued in accordance with the agreement of limited partnership of the Operating Partnership (as amended and/or restated as of the Closing Datedate hereof, the “Operating Partnership Agreement”); and OLP GP owns such general partner interest free and clear of all Liens; and (ii) MMP is the sole limited partner of the Operating Partnership with a 99.999% limited partner interest in the Operating Partnership; such limited partner interest has been duly and validly authorized and 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(a) and 17-607 of the Delaware LP Act); and MMP owns such limited partner interest free and clear of all Liens.