Common use of Ownership of the Operating Subsidiary Clause in Contracts

Ownership of the Operating Subsidiary. After giving effect to the Pre-Closing Transactions, the Partnership will own all of the issued and outstanding membership interests in the Operating Subsidiary; such membership interests have been duly authorized and validly issued in accordance with the limited liability company agreement of the Operating Subsidiary, as in effect at such time (the “Operating LLC Agreement”), and are fully paid (to the extent required by the Operating LLC Agreement) and non-assessable (except as such non-assessability may be affected by Sections 18-303, 18-607 and 18-804 of the Delaware LLC Act); and the Partnership will own all such membership interests free and clear of all Liens, other than those created or arising under the Operating LLC Agreement or the New Credit Facility.

Ownership of the Operating Subsidiary. After At the Closing Date and the Option Closing Date, if any, after giving effect to the Pre-Closing Transactions, the Partnership will own all 100% of the issued and outstanding membership interests in the Operating Subsidiary; such membership interests have been will be duly authorized and validly issued in accordance with the limited liability company agreement of the Operating Subsidiary, as in effect at such time (the “Operating Subsidiary LLC Agreement”), Agreement and are will be fully paid (to the extent required by under the Operating Subsidiary LLC Agreement) and non-assessable nonassessable (except as such non-assessability nonassessability may be affected by Sections 18-303, 18-607 and 18-804 of the Delaware LLC Act); and the Partnership will own all such membership interests free and clear of all Liens, other than those Liens created by or arising under the Operating Delaware LLC Agreement Act [or Liens securing obligations under the New Credit FacilityAgreement].

Ownership of the Operating Subsidiary. After giving effect to the Pre-Closing TransactionsThe Partnership owns, the Partnership will own directly or indirectly, all of the issued and outstanding membership interests in the Operating Subsidiary; such membership interests have been duly authorized and validly issued in accordance with the limited liability company agreement of the Operating Subsidiary, as in effect at such time (the “Operating LLC Agreement”)time, and are fully paid (to the extent required by the limited liability company agreement of the Operating LLC AgreementSubsidiary) and non-assessable (except as such non-assessability may be affected by Sections 18-303, 18-607 and 18-804 of the Delaware LLC Act); and the Partnership will own owns all such membership interests free and clear of all Liens, other than those created or arising under the Operating LLC Agreement or the New Credit Facility.