Common use of Partnership Interests Outstanding Clause in Contracts

Partnership Interests Outstanding. As of the date hereof and immediately prior to the time of purchase, the issued and outstanding limited partner interests of the Partnership consist of 32,997,696 Common Xxxxx, 0 Subordinated Units (as defined in the Partnership Agreement), 6,596,635 Class C Units (as defined in the Partnership Agreement) and the Incentive Distribution Rights (as defined in the Partnership Agreement); the General Partner owns all the Incentive Distribution Rights; all of the outstanding Common Units, Class C Units and Incentive Distribution Rights and the limited partner interests represented thereby have been validly issued in accordance with the Partnership Agreement and otherwise by matters described in the Prospectus under the caption “The Partnership Agreement—Limited Liability” incorporated by reference from the Company’s registration statement on Form 8-A filed on March 17, 2009). Under the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”), no purchaser thereof has any obligation to make payments to the Partnership or to make contributions to the Partnership by reason of such purchasers’ ownership of the same (except as the same may be affected by Sections 17-303 and 17-607 of the Delaware LP Act). The General Partner owns all of the Incentive Distribution Rights free and clear of all Liens except as would not be a Material Adverse Effect or under the Holdings Credit Documents.

Partnership Interests Outstanding. As of the date hereof and immediately prior to the time of purchase, the issued and outstanding limited partner interests of the Partnership consist of 32,997,696 31,187,696 Common Xxxxx, 0 Subordinated Units (as defined in the Partnership Agreement), 6,596,635 6,243,000 Class C Units (as defined in the Partnership Agreement) and the Incentive Distribution Rights (as defined in the Partnership Agreement); the General Partner owns all the Incentive Distribution Rights; all of the outstanding Common Units, Class C Units and Incentive Distribution Rights and the limited partner interests represented thereby have been duly authorized and validly issued in accordance with the Partnership Agreement Agreement, and are fully paid (to the extent required under the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303 and 17-607 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”) and otherwise by matters described in the Prospectus under the caption “The Partnership Agreement—Limited Liability” incorporated by reference from the Company’s registration statement on Form 8-A filed on March 17, 2009). Under the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”), no purchaser thereof has any obligation to make payments to the Partnership or to make contributions to the Partnership by reason of such purchasers’ ownership of the same (except as the same may be affected by Sections 17-303 and 17-607 of the Delaware LP Act). The General Partner owns all of the Incentive Distribution Rights free and clear of all Liens except as would not be a Material Adverse Effect or under the Holdings Credit Documents.

Partnership Interests Outstanding. As of the date hereof and immediately prior to the time of purchase, the issued and outstanding limited partner interests of the Partnership consist of 32,997,696 41,240,110 Common XxxxxUnits, 0 Subordinated 7,349,814 Class C Units (as defined in the Partnership Agreement), 6,596,635 6,190,469 Class C D Units (as defined in the Partnership Agreement) and the Incentive Distribution Rights (as defined in the Partnership Agreement); the General Partner owns all the Incentive Distribution Rights; all of the outstanding Common Units, Class C Units, Class D Units and Incentive Distribution Rights and the limited partner interests represented thereby have been validly issued in accordance with the Partnership Agreement and otherwise by matters described in the Prospectus under the caption “The Partnership Agreement—Limited Liability” incorporated by reference from the Company’s registration statement on Form 8-A filed on March 17, 2009). Under the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”), no purchaser thereof has any obligation to make payments to the Partnership or to make contributions to the Partnership by reason of such purchasers’ ownership of the same (except as the same may be affected by Sections 17-303 and 17-607 of the Delaware LP Act). The General Partner owns all of the Incentive Distribution Rights free and clear of all Liens except as would not be a Material Adverse Effect or under the Holdings Credit Documents.

Partnership Interests Outstanding. As of the date hereof and immediately prior to the time of purchase, the issued and outstanding limited partner interests of the Partnership consist of 32,997,696 36,548,228 Common XxxxxUnits, 0 Subordinated Units (as defined in the Partnership Agreement), 6,596,635 62,393 Class C Units (as defined in the Partnership Agreement) and the Incentive Distribution Rights (as defined in the Partnership Agreement); the General Partner owns all the Incentive Distribution Rights; all of the outstanding Common Units, Class C Units and Incentive Distribution Rights and the limited partner interests represented thereby have been validly issued in accordance with the Partnership Agreement and otherwise by matters described in the Prospectus under the caption “The Partnership Agreement—Limited Liability” incorporated by reference from the Company’s registration statement on Form 8-A filed on March 17, 2009). Under the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”), no purchaser thereof has any obligation to make payments to the Partnership or to make contributions to the Partnership by reason of such purchasers’ ownership of the same (except as the same may be affected by Sections 17-303 and 17-607 of the Delaware LP Act). The General Partner owns all of the Incentive Distribution Rights free and clear of all Liens except as would not be a Material Adverse Effect or under the Holdings Credit Documents.