Common use of Ownership of the Operating Company Clause in Contracts

Ownership of the Operating Company. At each Delivery Date, after giving effect to the Transactions, the Partnership will be the sole member of the Operating Company with a 100% membership interest in the Operating Company; such membership interest will be duly authorized and validly issued in accordance with the limited liability company agreement of the Operating Company (as the same may be amended or restated at or prior to each Delivery Date, the "Operating Company Operating Agreement") and will be fully paid (to the extent required under the Operating Company Operating Agreement) and nonassessable (except as such nonassessability may be affected by Section 18-607 of the Delaware LLC Act); and the Partnership will own such membership interest free and clear of all liens, encumbrances, security interests, equities, charges or other claims except for liens created pursuant to the Credit Agreement.

Ownership of the Operating Company. At each Delivery Date, after giving effect to the Transactions, the Partnership will be the sole member of the Operating Company with a 100% membership interest in the Operating Company; such membership interest will be duly authorized and validly issued in accordance with the limited liability company agreement Operating Agreement of the Operating Company (as the same may be amended or restated at or prior to each Delivery Date, the "“Operating Company Operating Agreement"”) and will be fully paid (to the extent required under the Operating Company Operating Agreement) and nonassessable (except as such nonassessability may be affected by Section 18-607 of the Delaware LLC Act); and the Partnership will own such membership interest free and clear of all liens, encumbrancesencumbrances (except restrictions on transferability as described in the Prospectus), security interests, equities, charges or and other claims except for liens created pursuant to the Credit Agreementclaims.

Ownership of the Operating Company. At each Delivery DateOn the Closing Date and any settlement date, after giving effect to the Transactions, the Partnership will be the sole member of the Operating Company with own a 100% membership member interest in the Operating Company; such membership member interest will be duly authorized and validly issued in accordance with the limited liability company agreement of the Operating Company (as the same may be amended or and restated at or prior to each Delivery Datethe Closing Date or any settlement date, the "“Operating Company Operating LLC Agreement"”) and will be fully paid (to the extent required under the Operating Company Operating LLC Agreement) and nonassessable (except as such nonassessability may be affected by Section 18-607 of the Delaware LLC Act); and the Partnership will own such membership member interest free and clear of all liens, encumbrances, security interests, equities, charges or other claims Liens (except for liens created pursuant to restrictions on transferability contained in the Operating Company LLC Agreement and Liens under the Bank Credit AgreementFacility).

Ownership of the Operating Company. At each Delivery the Closing Date and the Option Closing Date, after giving effect to the Transactions, the Partnership will be the sole member of the Operating Company with own a 100% membership interest in the Operating Company; such membership interest will be duly authorized and validly issued in accordance with the limited liability company agreement of the Operating Company (as the same may be amended or and restated at or prior to each Delivery the Closing Date or the Option Closing Date, the "Operating Company Operating LLC Agreement") and will be fully paid (to the extent required under the Operating Company Operating LLC Agreement) and nonassessable (except as such nonassessability may be affected by Section 18-607 of the Delaware LLC Act); and the Partnership will own such membership interest free and clear of all liens, encumbrances, security interests, equities, charges or other claims except for liens created pursuant to the Credit Agreementclaims.