Common use of Ownership of SEP MHP Clause in Contracts

Ownership of SEP MHP. The Partnership owns 100% of the issued and outstanding membership interests of SEP MHP; such membership interests have been duly authorized and validly issued in accordance with the limited liability company agreement of SEP MHP (the “SEP MHP LLC Agreement”) and are fully paid (to the extent required by the SEP MHP LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and the Partnership owns such membership interests free and clear of all Liens (except restrictions on transferability as described in the Pricing Disclosure Package or the SEP MHP LLC Agreement and Liens created by or arising under the Credit Agreement or the Delaware LLC Act) (A) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming the Partnership as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware or (B) otherwise known to such counsel, without independent investigation.

Ownership of SEP MHP. The Operating Partnership owns 100% of the issued and outstanding membership interests of SEP MHP; such membership interests have been duly authorized and validly issued in accordance with the limited liability company agreement of SEP MHP (the “SEP MHP LLC Agreement”) and are fully paid (to the extent required by the SEP MHP LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and the Operating Partnership owns such membership interests free and clear of all Liens (except restrictions on transferability as described in the Pricing Disclosure Package or the SEP MHP LLC Agreement and Liens created by or arising under the Credit Agreement or the Delaware LLC Act) (A) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming the Operating Partnership as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware or (B) otherwise known to such counsel, without independent investigation.

Ownership of SEP MHP. The Operating Partnership owns 100% of the issued and outstanding membership interests of SEP MHP; such membership interests have been duly authorized and validly issued in accordance with the limited liability company agreement of SEP MHP (the “SEP MHP LLC Agreement”) and are fully paid (to the extent required by the SEP MHP LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act); and the Operating Partnership owns such membership interests free and clear of all Liens (except restrictions on transferability as described in the Pricing Disclosure Package or the SEP MHP LLC Agreement and Liens created by or arising under the Credit Agreement or the Delaware LLC Act) (A) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming the Operating Partnership as debtor is on file as of a recent date in the office of the Secretary of State of the State of Delaware or (B) otherwise known to such counsel, without independent investigation.