Common use of Ownership of the Operating Subsidiaries Clause in Contracts

Ownership of the Operating Subsidiaries. (i) At each Time of Delivery, MainLine will be the sole general partner of each of the Operating Partnerships, with an approximate 1% general partner interest in each Operating Partnership, and such general partner interests have been duly authorized and validly issued in accordance with the agreement of limited partnership of each of the Operating Partnerships, as applicable (collectively, the “Operating Partnership Agreements”); (ii) Buckeye owns 100% of the issued and outstanding membership interests in Wood River Pipe Lines LLC, a Delaware limited liability company (“Wood River”), and such membership interests have been duly authorized and validly issued in accordance with Wood River’s limited liability company agreement; (iii) Buckeye owns 100% of the issued and outstanding membership interests in Buckeye Pipe Line Transportation LLC, a Delaware limited liability company (“Transportation”), and such membership interests have been duly authorized and validly issued in accordance with Transportation’s limited liability company agreement; (iv) Buckeye owns 100% of the issued and outstanding membership interests in Buckeye NGL Pipe Lines LLC (“NGL” and, together with Wood River and Transportation, the “Operating Subsidiaries”), and such membership interests have been duly authorized and validly issued in accordance with NGL’s limited liability company agreement; (v) at each Time of Delivery, MainLine will own its general partner interests in the Operating Partnerships, free and clear of all Liens; (vi) Buckeye is the sole limited partner of each of the Operating Partnerships, with an approximate 99% limited partner interest in each of the Operating Partnerships and such limited partner interests have been duly authorized and validly issued in accordance with the applicable Operating Partnership Agreements and are fully paid (to the extent required under the applicable Operating Partnership Agreements) and nonassessable (except as such nonassessability may be affected by Sections 17-303 and 17-607 of the Delaware LP Act and as otherwise described in the Pricing Prospectus); and each such limited partner interest is owned free and clear of all Liens;

Ownership of the Operating Subsidiaries. At the Closing Date, after giving effect to the Transactions, (i) At the Partnership owns, directly or indirectly, and at each Time of Deliveryapplicable Delivery Date will own, MainLine will be the sole general partner of each directly or indirectly, 100% of the Operating Partnershipsissued and outstanding limited liability company interests in HTGP GP, with an approximate 1Mentor Holdings and Logistics GP; (ii) HTGP GP owns, directly or indirectly, and at each applicable Delivery Date will own, directly or indirectly, a 30% general partner interest in each Operating PartnershipHTGP Opco; (iii) Logistics GP owns directly or indirectly, and such at each applicable Delivery Date will own, directly or indirectly, a 50% general partner interest in Logistics Opco; (iv) HTGP Opco owns, directly or indirectly, and at each applicable Delivery Date will own, directly or indirectly, 100% of the limited liability company interests in HTGP LLC; (v) Mentor Holdings owns directly or indirectly, and at each applicable Delivery Date will own, directly or indirectly, 100% of the limited liability company interests in Mentor LLC; and (vi) Logistics Opco owns, directly or indirectly, and at each applicable Delivery Date will own, directly or indirectly, 100% of the limited liability company interests in Logistics LLC; such limited liability company interests or partnership interests, as applicable, have been duly authorized and validly issued in accordance with the limited liability company agreement of limited or partnership of each agreement, respectively, of the applicable Operating Partnerships, Subsidiary (as applicable (collectivelythe same may be amended or restated, the “Operating Partnership AgreementsSubsidiary Organizational Documents”); (ii) Buckeye owns 100% of the issued and outstanding membership interests in Wood River Pipe Lines LLC, a Delaware limited liability company (“Wood River”), and such membership interests have been duly authorized and validly issued in accordance with Wood River’s limited liability company agreement; (iii) Buckeye owns 100% of the issued and outstanding membership interests in Buckeye Pipe Line Transportation LLC, a Delaware limited liability company (“Transportation”), and such membership interests have been duly authorized and validly issued in accordance with Transportation’s limited liability company agreement; (iv) Buckeye owns 100% of the issued and outstanding membership interests in Buckeye NGL Pipe Lines LLC (“NGL” and, together with Wood River and Transportation, the “Operating Subsidiaries”), and such membership interests have been duly authorized and validly issued in accordance with NGL’s limited liability company agreement; (v) at each Time of Delivery, MainLine will own its general partner interests in the Operating Partnerships, free and clear of all Liens; (vi) Buckeye is the sole limited partner of each of the Operating Partnerships, with an approximate 99% limited partner interest in each of the Operating Partnerships and such limited partner interests have been duly authorized and validly issued in accordance with the applicable Operating Partnership Agreements and are fully paid (to the extent required under the applicable Operating Partnership AgreementsSubsidiary Organizational Documents) and nonassessable (except in the case of an interest in a Delaware limited liability company, as such nonassessability may be affected by Sections 18-607 and 18-804 of the DLLCA or Sections 17-303 303, 17-607, and 17-607 804 of the Delaware LP Act and as otherwise described in the Pricing ProspectusDRULPA); and each such limited partner interest is owned liability company interests or partnership interests, as applicable, are owned, directly or indirectly, by such entity, free and clear of all Liens;Liens (except for (i) restrictions on transferability contained in the applicable Operating Subsidiary Organizational Documents or as described in the Registration Statement, Time of Sale Prospectus and the Prospectus and (ii) Liens created or arising under the DLLCA or the DRULPA).

Ownership of the Operating Subsidiaries. (i) At the Closing, after giving effect to the Transactions, the Operating Company will directly own 50% of the equity interests in each Time of Delivery, MainLine SRV and SRV II and 100% of the equity interests in Höegh Lampung; such equity interests will be duly authorized and validly issued in accordance with the sole general partner of each applicable Operating Subsidiaries’ Organizational Documents and will be fully paid (to the extent required under the Operating Subsidiaries’ Organizational Documents) and non-assessable (except as such non-assessability may be affected by the applicable statutes of the jurisdiction of formation of the applicable Operating PartnershipsSubsidiary and the Operating Subsidiaries’ Organizational Documents); and the Operating Company will own such equity interests free and clear of all Liens other than Liens described in the Registration Statement and Disclosure Package, with an approximate 1(ii) the Operating Company directly owns 100% general partner interest of the equity interests in each Operating Partnership, Höegh UK and such general partner equity interests have been duly authorized and validly issued in accordance with the agreement Articles of limited partnership Association of each Höegh UK (the “Höegh UK Agreement”) and are fully paid (to the extent required under the Höegh UK Agreement) and non-assessable (except as such non-assessability may be affected by the applicable statutes of England and Wales and the Höegh UK Agreement); and the Operating Partnerships, as applicable (collectively, the “Operating Partnership Agreements”); (ii) Buckeye Company owns 100% of the issued and outstanding membership such equity interests in Wood River Pipe Lines LLC, a Delaware limited liability company (“Wood River”), and such membership interests have been duly authorized and validly issued in accordance with Wood River’s limited liability company agreement; (iii) Buckeye owns 100% of the issued and outstanding membership interests in Buckeye Pipe Line Transportation LLC, a Delaware limited liability company (“Transportation”), and such membership interests have been duly authorized and validly issued in accordance with Transportation’s limited liability company agreement; (iv) Buckeye owns 100% of the issued and outstanding membership interests in Buckeye NGL Pipe Lines LLC (“NGL” and, together with Wood River and Transportation, the “Operating Subsidiaries”), and such membership interests have been duly authorized and validly issued in accordance with NGL’s limited liability company agreement; (v) at each Time of Delivery, MainLine will own its general partner interests in the Operating Partnerships, free and clear of all Liens; and (viiii) Buckeye is the sole limited partner of each Höegh Lampung directly owns 49% of the Operating Partnerships, with an approximate 99% limited partner interest equity interests in each of the Operating Partnerships and PT Hoegh; such limited partner equity interests have been duly authorized and validly issued in accordance with the applicable PT Hoegh Operating Partnership Agreements Agreement and are fully paid (to the extent required under the applicable PT Hoegh Operating Partnership AgreementsAgreement) and nonassessable non-assessable (except as such nonassessability non-assessability may be affected by Sections 17-303 the applicable statutes of Indonesia and 17-607 of the Delaware LP Act and as otherwise described in the Pricing ProspectusPT Hoegh Operating Agreement); and each Höegh Lampung owns such limited partner interest is owned equity interests free and clear of all Liens;, other than Liens described in the Registration Statement and Disclosure Package.

Ownership of the Operating Subsidiaries. (i) At each Time The Operating Company directly owns (x) 50% of Delivery, MainLine will be the sole general partner of equity interests in each of the Operating PartnershipsSRV and SRV II, with an approximate 1% general partner interest in each Operating Partnership, and such general partner interests have been duly authorized and validly issued in accordance with the agreement of limited partnership of each of the Operating Partnerships, as applicable (collectively, the “Operating Partnership Agreements”); (iiy) Buckeye owns 100% of the issued and outstanding membership equity interests in Wood River Pipe Lines LLC, a Delaware limited liability company Höegh Lampung and Höegh FSRU III and (“Wood River”), and such membership interests have been duly authorized and validly issued in accordance with Wood River’s limited liability company agreement; (iiiz) Buckeye owns 10051% of the issued and outstanding membership interests in Buckeye Pipe Line Transportation LLC, a Delaware limited liability company (“Transportation”), and shares of Höegh LNG Colombia Holding; such membership interests have been duly authorized and validly issued in accordance with Transportation’s limited liability company agreement; (iv) Buckeye owns 100% of the issued and outstanding membership interests in Buckeye NGL Pipe Lines LLC (“NGL” and, together with Wood River and Transportation, the “Operating Subsidiaries”), and such membership interests have been duly authorized and validly issued in accordance with NGL’s limited liability company agreement; (v) at each Time of Delivery, MainLine will own its general partner interests in the Operating Partnerships, free and clear of all Liens; (vi) Buckeye is the sole limited partner of each of the Operating Partnerships, with an approximate 99% limited partner interest in each of the Operating Partnerships and such limited partner equity interests have been duly authorized and validly issued in accordance with the applicable Operating Partnership Agreements Organizational Documents and are fully paid (to the extent required under the applicable Operating Partnership AgreementsOrganizational Documents) and nonassessable non-assessable (except as such nonassessability non-assessability may be affected by Sections 17-303 and 17-607 the applicable statutes of the Delaware LP Act jurisdiction of formation of the applicable Operating Subsidiary and as otherwise the applicable Organizational Documents); and the Operating Company owns such equity interests free and clear of all Liens other than Liens described in the Pricing Registration Statement, Disclosure Package and the Prospectus, (ii) the Operating Company directly owns 100% of the equity interests in Höegh UK and such equity interests have been duly authorized and validly issued in accordance with the Articles of Association of Höegh UK (the “Höegh UK Agreement”) and are fully paid (to the extent required under the Höegh UK Agreement) and non-assessable (except as such non-assessability may be affected by the applicable statutes of England and Wales and the Höegh UK Agreement); and each the Operating Company owns such limited partner interest is owned equity interests free and clear of all Liens;; (iii) Höegh Lampung directly owns 49% of the equity interests in PT Hoegh; such equity interests have been duly authorized and validly issued in accordance with the PT Hoegh’s Organizational Documents and are fully paid (to the extent required under the PT Hoegh’s Organizational Documents) and non-assessable (except as such non-assessability may be affected by the applicable statutes of Indonesia and the PT Hoegh’s Organizational Documents); and Höegh Lampung owns such equity interests free and clear of all Liens, other than Liens described in the Registration Statement, Disclosure Package and the Prospectus; (iv) Höegh FSRU III directly owns 100% of the equity interests in Hoegh Cyprus; such equity interests have been duly authorized and validly issued in accordance with Hoegh Cyprus’s Organizational Documents and are fully paid (to the extent required under Hoegh Cyprus’s Organizational Documents) and non-assessable (except as such non-assessability may be affected by the applicable statutes of Cyprus and Hoegh Cyprus’s Organizational Documents); and Höegh FSRU III owns such equity interests free and clear of all Liens, other than Liens described in the Registration Statement, Disclosure Package and the Prospectus; and (v) Höegh LNG Colombia Holding directly owns 100% of the equity interests in Höegh FSRU IV and Höegh Colombia; such equity interests have been duly authorized and validly issued in accordance with the applicable Organizational Documents of Höegh FSRU IV and Höegh Colombia and are fully paid (to the extent required under the applicable Organizational Documents of Höegh FSRU IV and Höegh Colombia) and non-assessable (except as such non-assessability may be affected by the applicable statutes of the jurisdiction of formation of the applicable Operating Subsidiary and the applicable Organizational Documents of Höegh FSRU IV and Höegh Colombia); and Höegh LNG Colombia Holding owns such equity interests free and clear of all Liens other than Liens described in the Registration Statement, Disclosure Package and the Prospectus.

Ownership of the Operating Subsidiaries. (i) At each Time The Operating Company directly owns 50% of Delivery, MainLine will be the sole general partner of equity interests in each of the Operating Partnerships, with an approximate 1% general partner interest in each Operating Partnership, SRV and such general partner interests have been duly authorized SRV II and validly issued in accordance with the agreement of limited partnership of each of the Operating Partnerships, as applicable (collectively, the “Operating Partnership Agreements”); (ii) Buckeye owns 100% of the issued and outstanding membership equity interests in Wood River Pipe Lines LLC, a Delaware limited liability company (“Wood River”), Höegh Lampung and Höegh FSRU III; such membership interests have been duly authorized and validly issued in accordance with Wood River’s limited liability company agreement; (iii) Buckeye owns 100% of the issued and outstanding membership interests in Buckeye Pipe Line Transportation LLC, a Delaware limited liability company (“Transportation”), and such membership interests have been duly authorized and validly issued in accordance with Transportation’s limited liability company agreement; (iv) Buckeye owns 100% of the issued and outstanding membership interests in Buckeye NGL Pipe Lines LLC (“NGL” and, together with Wood River and Transportation, the “Operating Subsidiaries”), and such membership interests have been duly authorized and validly issued in accordance with NGL’s limited liability company agreement; (v) at each Time of Delivery, MainLine will own its general partner interests in the Operating Partnerships, free and clear of all Liens; (vi) Buckeye is the sole limited partner of each of the Operating Partnerships, with an approximate 99% limited partner interest in each of the Operating Partnerships and such limited partner equity interests have been duly authorized and validly issued in accordance with the applicable Operating Partnership Subsidiaries’ Organizational Agreements and will be fully paid (to the extent required under the Operating Subsidiaries’ Organizational Agreements) and non-assessable (except as such non-assessability may be affected by the applicable statutes of the jurisdiction of formation of the applicable Operating Subsidiary and the Operating Subsidiaries’ Organizational Agreements); and the Operating Company will own such equity interests free and clear of all Liens other than Liens described in the Registration Statement, Disclosure Package and the Prospectus, (ii) the Operating Company directly owns 100% of the equity interests in Höegh UK and such equity interests have been duly authorized and validly issued in accordance with the Articles of Association of Höegh UK (the “Höegh UK Agreement”) and are fully paid (to the extent required under the applicable Operating Partnership AgreementsHöegh UK Agreement) and nonassessable non-assessable (except as such nonassessability non-assessability may be affected by Sections 17-303 the applicable statutes of England and 17-607 of Wales and the Delaware LP Act and as otherwise described in the Pricing ProspectusHöegh UK Agreement); and each the Operating Company owns such limited partner interest is owned equity interests free and clear of all Liens;; (iii) Höegh Lampung directly owns 49% of the equity interests in PT Hoegh; such equity interests have been duly authorized and validly issued in accordance with the PT Hoegh’s Organizational Documents and are fully paid (to the extent required under the PT Hoegh’s Organizational Documents) and non-assessable (except as such non-assessability may be affected by the applicable statutes of Indonesia and the PT Hoegh’s Organizational Documents); and Höegh Lampung owns such equity interests free and clear of all Liens, other than Liens described in the Registration Statement, Disclosure Package and the Prospectus; and (iv) Höegh FSRU III directly owns 100% of the equity interests in Hoegh Cyprus; such equity interests have been duly authorized and validly issued in accordance with Hoegh Cyprus’s Organizational Documents and are fully paid (to the extent required under Hoegh Cyprus’s Organizational Documents) and non-assessable (except as such non-assessability may be affected by the applicable statutes of Cyprus and Hoegh Cyprus’s Organizational Documents); and Höegh FSRU III owns such equity interests free and clear of all Liens, other than Liens described in the Registration Statement, Disclosure Package and the Prospectus.

Ownership of the Operating Subsidiaries. (i) At each Time As of Deliverythe date hereof, MainLine the Operating Company owns, and on the Closing Date will be own, directly or indirectly, 100% of the sole general partner of equity interests in each of the Operating PartnershipsSubsidiaries, with an approximate 1except Aurora Management Inc. and Faraway Maritime Shipping Company, in which it owns, directly or indirectly, 90% general partner interest and 60%, respectively, of such equity interests and in which Chinese Petroleum Corporation owns, directly or indirectly, 10% and 40%, respectively, of such equity interests and except PT Golar Indonesia, in which it owns 49% of such equity interests and in which PT Pesona Sentra Utama owns 51% of such equity interests; in each Operating Partnershipcase, and such general partner equity interests have been duly authorized and validly issued in accordance with the agreement of limited partnership of each of the Operating Partnershipscharter, as applicable (collectivelybylaws, the “Operating Partnership Agreements”); (ii) Buckeye owns 100% of the issued and outstanding membership interests in Wood River Pipe Lines LLC, a Delaware limited liability company agreement or other organizational documents of each Operating Subsidiary (“Wood River”), and such membership interests have been duly authorized and validly issued in accordance with Wood River’s limited liability company agreement; (iii) Buckeye owns 100% of the issued and outstanding membership interests in Buckeye Pipe Line Transportation LLC, a Delaware limited liability company (“Transportation”), and such membership interests have been duly authorized and validly issued in accordance with Transportation’s limited liability company agreement; (iv) Buckeye owns 100% of the issued and outstanding membership interests in Buckeye NGL Pipe Lines LLC (“NGL” and, together with Wood River and Transportation, the “Operating SubsidiariesSubsidiary Organizational Documents”), and such membership interests have been duly authorized and validly issued in accordance with NGL’s limited liability company agreement; (v) at each Time of Delivery, MainLine will own its general partner interests in the Operating Partnerships, free and clear of all Liens; (vi) Buckeye is the sole limited partner of each of the Operating Partnerships, with an approximate 99% limited partner interest in each of the Operating Partnerships and such limited partner interests have been duly authorized and validly issued in accordance with the applicable Operating Partnership Agreements and are fully paid (to the extent required under the applicable Operating Partnership AgreementsSubsidiary Organizational Documents) and nonassessable (except as such nonassessability may be affected by Sections 17-303 and 17-607 of the Delaware LP Act and as otherwise described in the Pricing Prospectus)nonassessable; and each the Operating Company owns such limited partner interest is owned equity interests free and clear of all Liens;Liens other than Liens arising under the Credit Agreement, Liens under joint venture agreements regarding the Xxxxx Xxxx (the “Xxxx XX Documents”), Liens arising under and related to the Lease Agreement dated August 27, 2003 among A&L CF June (3) Limited and Golar LNG 2215 Corporation, as amended, in respect of the Methane Princess, the Facility Agreement dated June 25, 2013 by and among the Operating Company, as borrower, and Commonwealth Bank of Australia, DNB Bank ASA, Nordea Bank Norge ASA, Oversea-Chinese Banking Corporation Limited, and Skandinaviska Enskilda Xxxxxx XX, as arrangers, and Golar LNG Partners LP, as guarantor (the “Winter and Grand Facility Agreement”), in respect of the Golar Winter and the Golar Grand, Liens arising under the Credit Facility dated June 17, 2010 by and among Golar Freeze Holding Co., DnB Bank ASA (formerly DnB NOR Bank ASA), as facility agent, and the lenders party thereto (the “Freeze Credit Facility”), in respect of the Golar Freeze and Liens arising under the Amending and Restating Loan Agreement dated February 27, 2008, by and among certain banks and financial institutions, as lenders, Fokus Bank, Norwegian Branch of Danske Bank AS, as swap bank and succeeding agent, DDB AS, as retiring agent and security trustee, and Golar LNG 2234 Corporation, as borrower, in respect of the Xxxxx Xxxxx (the “Xxxxx Credit Facility”).

Ownership of the Operating Subsidiaries. (i) At each Time The Operating Company directly owns (x) 50% of Delivery, MainLine will be the sole general partner of equity interests in each of the Operating PartnershipsSRV and SRV II, with an approximate 1% general partner interest in each Operating Partnership, and such general partner interests have been duly authorized and validly issued in accordance with the agreement of limited partnership of each of the Operating Partnerships, as applicable (collectively, the “Operating Partnership Agreements”); (iiy) Buckeye owns 100% of the issued and outstanding membership equity interests in Wood River Pipe Lines LLCHöegh Lampung, a Delaware limited liability company Höegh FSRU III and Höegh Cyprus and (“Wood River”), and such membership interests have been duly authorized and validly issued in accordance with Wood River’s limited liability company agreement; (iiiz) Buckeye owns 100% of the issued and outstanding membership interests in Buckeye Pipe Line Transportation LLC, a Delaware limited liability company (“Transportation”), and shares of Höegh LNG Colombia Holding; such membership interests have been duly authorized and validly issued in accordance with Transportation’s limited liability company agreement; (iv) Buckeye owns 100% of the issued and outstanding membership interests in Buckeye NGL Pipe Lines LLC (“NGL” and, together with Wood River and Transportation, the “Operating Subsidiaries”), and such membership interests have been duly authorized and validly issued in accordance with NGL’s limited liability company agreement; (v) at each Time of Delivery, MainLine will own its general partner interests in the Operating Partnerships, free and clear of all Liens; (vi) Buckeye is the sole limited partner of each of the Operating Partnerships, with an approximate 99% limited partner interest in each of the Operating Partnerships and such limited partner equity interests have been duly authorized and validly issued in accordance with the applicable Operating Partnership Agreements Organizational Documents and are fully paid (to the extent required under the applicable Operating Partnership AgreementsOrganizational Documents) and nonassessable non-assessable (except as such nonassessability non-assessability may be affected by Sections 17-303 and 17-607 the applicable statutes of the Delaware LP Act jurisdiction of formation of the applicable Operating Subsidiary and as otherwise the applicable Organizational Documents); and the Operating Company owns such equity interests free and clear of all Liens other than Liens described in the Pricing Registration Statement and the Prospectus; (ii) the Operating Company directly owns 100% of the equity interests in Höegh UK and such equity interests have been duly authorized and validly issued in accordance with the Articles of Association of Höegh UK (the “Höegh UK Agreement”) and are fully paid (to the extent required under the Höegh UK Agreement) and non-assessable (except as such non-assessability may be affected by the applicable statutes of England and Wales and the Höegh UK Agreement); and each the Operating Company owns such limited partner interest is owned equity interests free and clear of all Liens;; (iii) Höegh Lampung directly owns 49% of the equity interests in PT Höegh; such equity interests have been duly authorized and validly issued in accordance with the PT Höegh’s Organizational Documents and are fully paid (to the extent required under the PT Höegh’s Organizational Documents) and non-assessable (except as such non-assessability may be affected by the applicable statutes of Indonesia and the PT Höegh’s Organizational Documents); and Höegh Lampung owns such equity interests free and clear of all Liens, other than Liens described in the Registration Statement and the Prospectus; and (iv) Höegh LNG Colombia Holding directly owns 100% of the equity interests in Höegh FSRU IV and Höegh Colombia; such equity interests have been duly authorized and validly issued in accordance with the applicable Organizational Documents of Höegh FSRU IV and Höegh Colombia and are fully paid (to the extent required under the applicable Organizational Documents of Höegh FSRU IV and Höegh Colombia) and non-assessable (except as such non-assessability may be affected by the applicable statutes of the jurisdiction of formation of the applicable Operating Subsidiary and the applicable Organizational Documents of Höegh FSRU IV and Höegh Colombia); and Höegh LNG Colombia Holding owns such equity interests free and clear of all Liens other than Liens described in the Registration Statement and the Prospectus.

Ownership of the Operating Subsidiaries. (i) At As of the date hereof, the Operating Company owns, and on the Closing Date and each Time settlement date will own, directly or indirectly, 100% of Delivery, MainLine will be the sole general partner of equity interests in each of the Operating PartnershipsSubsidiaries, with an approximate 1except Aurora Management Inc. and Faraway Maritime Shipping Company, in which it owns, directly or indirectly, 90% general partner interest and 60%, respectively, of such equity interests and in which Chinese Petroleum Corporation owns, directly or indirectly, 10% and 40%, respectively, of such equity interests; in each Operating Partnershipcase, and such general partner equity interests have been duly authorized and validly issued in accordance with the agreement of limited partnership of each of the Operating Partnershipscharter, as applicable (collectivelybylaws, the “Operating Partnership Agreements”); (ii) Buckeye owns 100% of the issued and outstanding membership interests in Wood River Pipe Lines LLC, a Delaware limited liability company agreement or other organizational documents of each Operating Subsidiary (“Wood River”), and such membership interests have been duly authorized and validly issued in accordance with Wood River’s limited liability company agreement; (iii) Buckeye owns 100% of the issued and outstanding membership interests in Buckeye Pipe Line Transportation LLC, a Delaware limited liability company (“Transportation”), and such membership interests have been duly authorized and validly issued in accordance with Transportation’s limited liability company agreement; (iv) Buckeye owns 100% of the issued and outstanding membership interests in Buckeye NGL Pipe Lines LLC (“NGL” and, together with Wood River and Transportation, the “Operating SubsidiariesSubsidiary Organizational Documents”), and such membership interests have been duly authorized and validly issued in accordance with NGL’s limited liability company agreement; (v) at each Time of Delivery, MainLine will own its general partner interests in the Operating Partnerships, free and clear of all Liens; (vi) Buckeye is the sole limited partner of each of the Operating Partnerships, with an approximate 99% limited partner interest in each of the Operating Partnerships and such limited partner interests have been duly authorized and validly issued in accordance with the applicable Operating Partnership Agreements and are fully paid (to the extent required under the applicable Operating Partnership AgreementsSubsidiary Organizational Documents) and nonassessable (except as such nonassessability may be affected by Sections 17-303 and 17-607 of the Delaware LP Act and as otherwise described in the Pricing Prospectus)nonassessable; and each the Operating Company owns such limited partner interest is owned equity interests free and clear of all Liens;Liens other than Liens arising under the Credit Agreement, the Secured Loan Facility dated November 26, 1997 by the Bank of Taiwan, as lead arranger, Faraway Maritime Shipping Company, as borrower, and the other lenders and arrangers party thereto (the “Mazo Loan Facility”), Liens under joint venture agreements regarding the Xxxxx Xxxx (the “Xxxx XX Documents”), Liens arising under and related to the Lease Agreement dated August 27, 2003 among A&L CF June (3) Limited and Golar LNG 2215 Corporation, as amended, in respect of the Methane Princess and the Lease Agreement dated March 16, 2004 among Lloyds TSB Maritime Leasing (No. 13) Limited and Golar LNG 2220 Corporation, as amended, in respect of the Golar Winter and Liens arising under the Credit Facility dated June 17, 2010 by and among Golar Freeze Holding Co., DnB Bank ASA (formerly DnB NOR Bank ASA), as facility agent, and the lenders party thereto (the “Freeze Credit Facility”).

Ownership of the Operating Subsidiaries. (i) At each Time The Operating Company directly owns (x) 50% of Delivery, MainLine will be the sole general partner of equity interests in each of the Operating PartnershipsSRV and SRV II, with an approximate 1% general partner interest in each Operating Partnership, and such general partner interests have been duly authorized and validly issued in accordance with the agreement of limited partnership of each of the Operating Partnerships, as applicable (collectively, the “Operating Partnership Agreements”); (iiy) Buckeye owns 100% of the issued and outstanding membership equity interests in Wood River Pipe Lines LLC, a Delaware limited liability company Höegh Lampung and Höegh FSRU III and (“Wood River”), and such membership interests have been duly authorized and validly issued in accordance with Wood River’s limited liability company agreement; (iiiz) Buckeye owns 100% of the issued and outstanding membership interests in Buckeye Pipe Line Transportation LLC, a Delaware limited liability company (“Transportation”), and shares of Höegh LNG Colombia Holding; such membership interests have been duly authorized and validly issued in accordance with Transportation’s limited liability company agreement; (iv) Buckeye owns 100% of the issued and outstanding membership interests in Buckeye NGL Pipe Lines LLC (“NGL” and, together with Wood River and Transportation, the “Operating Subsidiaries”), and such membership interests have been duly authorized and validly issued in accordance with NGL’s limited liability company agreement; (v) at each Time of Delivery, MainLine will own its general partner interests in the Operating Partnerships, free and clear of all Liens; (vi) Buckeye is the sole limited partner of each of the Operating Partnerships, with an approximate 99% limited partner interest in each of the Operating Partnerships and such limited partner equity interests have been duly authorized and validly issued in accordance with the applicable Operating Partnership Agreements Organizational Documents and are fully paid (to the extent required under the applicable Operating Partnership AgreementsOrganizational Documents) and nonassessable non-assessable (except as such nonassessability non-assessability may be affected by Sections 17-303 and 17-607 the applicable statutes of the Delaware LP Act jurisdiction of formation of the applicable Operating Subsidiary and as otherwise the applicable Organizational Documents); and the Operating Company owns such equity interests free and clear of all Liens other than Liens described in the Pricing Registration Statement and the Prospectus, (ii) the Operating Company directly owns 100% of the equity interests in Höegh UK and such equity interests have been duly authorized and validly issued in accordance with the Articles of Association of Höegh UK (the “Höegh UK Agreement”) and are fully paid (to the extent required under the Höegh UK Agreement) and non-assessable (except as such non-assessability may be affected by the applicable statutes of England and Wales and the Höegh UK Agreement); and each the Operating Company owns such limited partner interest is owned equity interests free and clear of all Liens;; (iii) Höegh Lampung directly owns 49% of the equity interests in PT Höegh; such equity interests have been duly authorized and validly issued in accordance with the PT Höegh’s Organizational Documents and are fully paid (to the extent required under the PT Höegh’s Organizational Documents) and non-assessable (except as such non-assessability may be affected by the applicable statutes of Indonesia and the PT Höegh’s Organizational Documents); and Höegh Lampung owns such equity interests free and clear of all Liens, other than Liens described in the Registration Statement and the Prospectus; (iv) Höegh FSRU III directly owns 100% of the equity interests in Höegh Cyprus; such equity interests have been duly authorized and validly issued in accordance with Höegh Cyprus’s Organizational Documents and are fully paid (to the extent required under Höegh Cyprus’s Organizational Documents) and non-assessable (except as such non-assessability may be affected by the applicable statutes of Cyprus and Höegh Cyprus’s Organizational Documents); and Höegh FSRU III owns such equity interests free and clear of all Liens, other than Liens described in the Registration Statement and the Prospectus; and (v) Höegh LNG Colombia Holding directly owns 100% of the equity interests in Höegh FSRU IV and Höegh Colombia; such equity interests have been duly authorized and validly issued in accordance with the applicable Organizational Documents of Höegh FSRU IV and Höegh Colombia and are fully paid (to the extent required under the applicable Organizational Documents of Höegh FSRU IV and Höegh Colombia) and non-assessable (except as such non-assessability may be affected by the applicable statutes of the jurisdiction of formation of the applicable Operating Subsidiary and the applicable Organizational Documents of Höegh FSRU IV and Höegh Colombia); and Höegh LNG Colombia Holding owns such equity interests free and clear of all Liens other than Liens described in the Registration Statement and the Prospectus.

Ownership of the Operating Subsidiaries. (i) At each Time As of Deliverythe date hereof, MainLine the Operating Company owns, and, on the Closing Date will be own, directly or indirectly, 100% of the sole general partner of equity interests in each of the Operating PartnershipsSubsidiaries, with an approximate 1except Aurora Management Inc. and Faraway Maritime Shipping Company, in which it owns, directly or indirectly, 90% general partner interest and 60%, respectively, of such equity interests and in which Chinese Petroleum Corporation owns, directly or indirectly, 10% and 40%, respectively, of such equity interests and except PT Golar Indonesia, in which it owns 49% of such equity interests and in which PT Pesona Sentra Utama owns 51% of such equity interests; in each Operating Partnershipcase, and such general partner equity interests have been duly authorized and validly issued in accordance with the agreement of limited partnership of each of the Operating Partnershipscharter, as applicable (collectivelybylaws, the “Operating Partnership Agreements”); (ii) Buckeye owns 100% of the issued and outstanding membership interests in Wood River Pipe Lines LLC, a Delaware limited liability company agreement or other organizational documents of each Operating Subsidiary (“Wood River”), and such membership interests have been duly authorized and validly issued in accordance with Wood River’s limited liability company agreement; (iii) Buckeye owns 100% of the issued and outstanding membership interests in Buckeye Pipe Line Transportation LLC, a Delaware limited liability company (“Transportation”), and such membership interests have been duly authorized and validly issued in accordance with Transportation’s limited liability company agreement; (iv) Buckeye owns 100% of the issued and outstanding membership interests in Buckeye NGL Pipe Lines LLC (“NGL” and, together with Wood River and Transportation, the “Operating SubsidiariesSubsidiary Organizational Documents”), and such membership interests have been duly authorized and validly issued in accordance with NGL’s limited liability company agreement; (v) at each Time of Delivery, MainLine will own its general partner interests in the Operating Partnerships, free and clear of all Liens; (vi) Buckeye is the sole limited partner of each of the Operating Partnerships, with an approximate 99% limited partner interest in each of the Operating Partnerships and such limited partner interests have been duly authorized and validly issued in accordance with the applicable Operating Partnership Agreements and are fully paid (to the extent required under the applicable Operating Partnership AgreementsSubsidiary Organizational Documents) and nonassessable (except as such nonassessability may be affected by Sections 17-303 and 17-607 of the Delaware LP Act and as otherwise described in the Pricing Prospectus)nonassessable; and each the Operating Company owns such limited partner interest is owned equity interests free and clear of all Liens;Liens other than Liens arising under the Credit Agreement, Liens under joint venture agreements regarding the Xxxxx Xxxx (the “Xxxx XX Documents”), Liens arising under and related to the Lease Agreement dated August 27, 2003 among A&L CF June (3) Limited and Golar LNG 2215 Corporation, as amended, in respect of the Methane Princess, the Facility Agreement dated June 25, 2013 by and among the Operating Company, as borrower, and Commonwealth Bank of Australia, DNB Bank ASA, Nordea Bank Norge ASA, Oversea-Chinese Banking Corporation Limited, and Skandinaviska Enskilda Xxxxxx XX, as arrangers, and Golar LNG Partners LP, as guarantor (the “Winter and Grand Facility Agreement”), in respect of the Golar Winter and the Golar Grand, Liens arising under the Credit Facility dated June 17, 2010 by and among Golar Freeze Holding Co., DnB Bank ASA (formerly DnB NOR Bank ASA), as facility agent, and the lenders party thereto (the “Freeze Credit Facility”), in respect of the Golar Freeze, Liens arising under the Amending and Restating Loan Agreement dated February 27, 2008, by and among certain banks and financial institutions, as lenders, Fokus Bank, Norwegian Branch of Danske Bank AS, as swap bank and succeeding agent, DDB AS, as retiring agent and security trustee, and Golar LNG 2234 Corporation, as borrower, in respect of the Xxxxx Xxxxx (the “Xxxxx Credit Facility”) and Liens arising under the credit facility in respect of the Golar Igloo (the “Igloo Credit Facility”).