Ownership of OLLC. The Partnership owns 100% of the issued and outstanding limited liability company interests in OLLC; such limited liability company interests have been duly authorized and validly issued in accordance with the OLLC Limited Liability Company Agreement and are fully paid (to the extent required under the OLLC Limited Liability Company Agreement) and non-assessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and the Partnership owns such limited liability company interests free and clear of all Liens (except for restrictions on transfer arising under applicable securities laws or the OLLC Limited Liability Company Agreement, or described in the Time of Sale Prospectus, including under the Credit Facility).
Ownership of OLLC. The Partnership owns 100% of the issued and outstanding membership interests in OLLC; such membership interests have been duly authorized and validly issued in accordance with the limited liability agreement of OLLC (the “OLLC Agreement”) and are fully paid (to the extent required under the OLLC Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 18-303, 18-607 and 18-804 of the Delaware LLC Act); and the Partnership owns such membership interests free and clear of all Liens, other than Liens under or permitted by the Partnership’s Amended and Restated Credit Agreement dated as of March 7, 2007, as amended (the “Credit Agreement”) by and among OLLC, the Partnership, Bank of America, N.A., as administrative agent and L/C Issuer, Banc of America Securities LLC, as sole lead arranger and sole book manager, and other lenders party thereto, Liens described in the Pricing Disclosure Package and Liens created by or arising under the Delaware LLC Act.
Ownership of OLLC. At the Closing Date and each Additional Closing Date, after giving effect to the Transactions, the Partnership will own 100% of the limited liability company interests in OLLC; such limited liability company interests have been duly authorized and validly issued in accordance with the OLLC LLC Agreement and are fully paid (to the extent required by the OLLC LLC Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Sections 18-607 and 18-804 of the Delaware LLC Act); and the Partnership will own such limited liability company interests free and clear of all Liens, other than Liens arising under or in connection with the Credit Agreement.
Ownership of OLLC. The Partnership owns 100% of the issued and outstanding membership interests in OLLC; such membership interests have been duly authorized and validly issued in accordance with the limited liability agreement of OLLC (the “OLLC Agreement”) and are fully paid (to the extent required under the OLLC Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Section 18-607 of the Delaware LLC Act); and the Partnership owns such membership interests free and clear of all Liens, other than Liens created by or arising under the Credit Agreement or the EAP Operating Loan or as described in the Prospectus.
Ownership of OLLC. The Partnership owns all of the limited liability company interests in OLLC (the “OLLC Interests”); such OLLC Interests have been duly authorized and are validly issued in accordance with the OLLC LLC Agreement, fully paid (to the extent required by the OLLC LLC Agreement) and nonassessable (except
(i) in respect of which a financing statement under the UCC naming the Partnership as debtor is on file in the office of the Secretary of State of the State of Delaware or (ii) otherwise known to us, without independent investigation, other than those created by or arising under the Delaware LLC Act.
Ownership of OLLC. At each Delivery Date, the Partnership will own 100% of the issued and outstanding limited liability company interests in OLLC; such limited liability company interests will have been duly authorized and validly issued in accordance with the OLLC LLC Agreement and will be fully paid (to the extent required under the OLLC LLC Agreement) and non-assessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and the Partnership will own such limited liability company interests free and clear of all Liens (except for restrictions on transferability described in the Pricing Disclosure Package, including under the Credit Facility).
