Common use of Office of Foreign Assets Control Clause in Contracts

Office of Foreign Assets Control. Neither the Partnership nor any of its Subsidiaries is and, to the knowledge of the Partnership, no director, officer, agent, employee or other person associated with or acting on behalf of the Partnership Entities is currently the subject or target of any sanctions administered or enforced by the U. S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor are any of the Partnership or its Subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and Venezuela (each, a “Sanctioned Country”); and neither the Partnership nor any of its Subsidiaries will directly or indirectly use the proceeds from the sale of the Notes hereunder, or lend, contribute or otherwise make available such proceeds to any affiliate, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions; (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, the Partnership and its Subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Office of Foreign Assets Control. Neither the Partnership Company nor any of its Subsidiaries is andSubsidiaries, directors or officers, nor, to the knowledge of the PartnershipCompany, no director, officerany employee, agent, employee affiliate or other person Person associated with or acting on behalf of the Partnership Entities Company or any of its Subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U. S. Government U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her His Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor are is the Company or any of the Partnership or its Subsidiaries subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, or the non-Ukrainian-government controlled regions of Kherson or Zaporizhzhia of Ukraine, Cuba, Iran, North Korea, Sudan, Korea and Syria and Venezuela (each, a “Sanctioned Country”); and neither the Partnership nor any of its Subsidiaries Company will not directly or indirectly use the proceeds from the sale of the Notes offering of the Public Shares hereunder, or lend, contribute or otherwise make available such proceeds to any affiliatesubsidiary, joint venture partner or other person Person or entity (i) to fund or facilitate any activities of or business with any person Person that, at the time of such funding or facilitation, is the subject or the target of Sanctions; , (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person Person (including any person Person participating in the transaction, whether as initial purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Partnership Company and its Subsidiaries subsidiaries have not knowingly engaged in and are not now knowingly engaged and will not engage in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country. The Company and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all Sanctions provisions.

Office of Foreign Assets Control. Neither the Partnership Company nor any of its Subsidiaries is andSubsidiary nor, to the knowledge of the PartnershipCompany, no any director, officer, agent, employee or other person associated with or acting on behalf affiliate of the Partnership Entities Company or any Subsidiary (i) is currently the subject or target of to any sanctions administered or imposed by the United States (including any administered or enforced by the U. S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or Department, the U.S. Department of State State, or the Bureau of Industry and including, without limitation, Security of the designation as a “specially designated national” or “blocked person”U.S. Department of Commerce), the United Nations Security Council, the European Union, or the United Kingdom (including sanctions administered or controlled by Her Majesty’s Treasury, or other relevant sanctions authority ) (collectively, “Sanctions” and such persons, “Sanction Persons”)) or (ii) will, nor are any of the Partnership or its Subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and Venezuela (each, a “Sanctioned Country”); and neither the Partnership nor any of its Subsidiaries will directly or indirectly indirectly, use the proceeds from the sale of the Notes hereunderthis offering, or lend, contribute or otherwise make available such proceeds to any affiliatesubsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions; (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by of any economic Sanctions by, or could result in the imposition of Sanctions against, any person (including any person participating in the transactionoffering, whether as initial purchaserunderwriter, advisor, investor or otherwise). Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of the Subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions. For the past five years; or (ii) located, organized or resident in a country or territory that is, or whose government is, the Partnership subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, North Korea, Sudan, and its Subsidiaries have Syria) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”). Except as has been disclosed to the Underwriters or is not knowingly engaged in and are not now knowingly material to the analysis under any Sanctions, neither the Company nor any Subsidiary has engaged in any dealings or transactions with any person that at or for the time benefit of the dealing or transaction is or was the subject or the target of Sanctions a Sanctioned Person, or with any or in a Sanctioned Country., in the preceding 3 years, nor does the Company or any Subsidiary have any plans to increase its dealings or transactions with Sanctioned Persons, or with or in Sanctioned Countries

Office of Foreign Assets Control. (i) Neither the Partnership Company nor any of its Subsidiaries is andSubsidiary (collectively, the “Entity”) nor, to the knowledge of the PartnershipCompany’s knowledge, no any director, officer, agent, employee or other person associated with or acting on behalf affiliate of the Partnership Entities Company or any Subsidiary (in this paragraph (nn), a “Person”) is (A) currently the subject or target of to any U.S. sanctions administered or enforced by the U. S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a (“specially designated national” or “blocked personOFAC”), the United Nations Security Council, the European Union, Her His Majesty’s Treasury, or other relevant sanctions authority authorities, including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons List or OFAC’s Foreign Sanctions Evaders List (as amended, collectively, “Sanctions”), ) nor are any of the Partnership or its Subsidiaries (B) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or the target of Sanctions, territory (including, without limitation, Cuba, Iran, North Korea, SudanSyria, Syria the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic and Venezuela the Crimea Region of the Ukraine) (each, a the “Sanctioned CountryCountries”); (ii) the Entity represents and neither the Partnership nor any of its Subsidiaries covenants that it will not, directly or indirectly indirectly, use the proceeds from the sale of the Notes hereunderoffering, or lend, contribute or otherwise make available such proceeds to any affiliatesubsidiary, joint venture partner or other person or entity Person: (iA) to fund or facilitate any activities or business of or business with any person Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or the target of Sanctionsis a Sanctioned Country; (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iiiB) in any other manner that will result in a violation of Sanctions by any person Person (including any person Person participating in the transactionoffering, whether as initial purchaserunderwriter, advisor, investor or otherwise); and (iii) of Sanctions. For the Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past five 5 years, the Partnership and its Subsidiaries have it has not knowingly engaged in and are in, is not now knowingly engaged in engaging in, and will not engage in, any dealings or transactions with any person Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any is or was a Sanctioned Country.

Office of Foreign Assets Control. Neither the Partnership Company nor any of its Subsidiaries is andSubsidiary nor, to the knowledge of the PartnershipCompany, no any director, officer, agent, employee or other person associated with or acting on behalf affiliate of the Partnership Entities Company or any Subsidiary (i) is currently the subject or target of to any sanctions administered or imposed by the United States (including any administered or enforced by the U. S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or Department, the U.S. Department of State State, or the Bureau of Industry and including, without limitation, Security of the designation as a “specially designated national” or “blocked person”U.S. Department of Commerce), the United Nations Security Council, the European Union, or the United Kingdom (including sanctions administered or controlled by Her Majesty’s 's Treasury, or other relevant sanctions authority ) (collectively, “"Sanctions”)" and such persons, nor are any of the Partnership "Sanction Persons") or its Subsidiaries located(ii) will, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and Venezuela (each, a “Sanctioned Country”); and neither the Partnership nor any of its Subsidiaries will directly or indirectly indirectly, use the proceeds from the sale of the Notes hereunderthis offering, or lend, contribute or otherwise make available such proceeds to any affiliatesubsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions; (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by of any economic Sanctions by, or could result in the imposition of Sanctions against, any person (including any person participating in the transactionoffering, whether as initial purchaserunderwriter, advisor, investor or otherwise). Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of the Subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions. For the past five years; or (ii) located, organized or resident in a country or territory that is, or whose government is, the Partnership subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, North Korea, Sudan, and its Subsidiaries have Syria) (collectively, "Sanctioned Countries" and each, a "Sanctioned Country"). Except as has been disclosed to the Underwriters or is not knowingly engaged in and are not now knowingly material to the analysis under any Sanctions, neither the Company nor any Subsidiary has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any person that at Subsidiary have any plans to increase its dealings or transactions with Sanctioned Persons, or with or in Sanctioned Countries (rr) Off-Balance Sheet Arrangements. There are no transactions, arrangements and other relationships between and/or among the time Company, and/or, to the knowledge of the dealing Company, any of its affiliates and any unconsolidated entity, including, but not limited to, any structural finance, special 20 purpose or transaction is or was limited purpose entity (each, an "Off Balance Sheet Transaction") that could reasonably be expected to affect materially the subject Company's liquidity or the target availability of Sanctions or with any Sanctioned Countryrequirements for its capital resources, including those Off Balance Sheet Transactions described in the Commission's Statement about Management's Discussion and Analysis of Financial Conditions and Results of Operations (Release Nos. 33‑8056; 34‑45321; FR‑61), required to be described in the Prospectus which have not been described as required.

Office of Foreign Assets Control. Neither the Partnership Company nor any of its Subsidiaries is andSubsidiaries, directors or officers, nor, to the knowledge of the PartnershipCompany, no director, officerany employee, agent, employee affiliate or other person Person associated with or acting on behalf of the Partnership Entities Company or any of its Subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U. S. Government U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her His Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor are is the Company or any of the Partnership or its Subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, or the non-Ukrainian-government controlled regions of Kherson or Zaporizhzhia of Ukraine, Cuba, Iran, North Korea, Sudan, Korea and Syria and Venezuela (each, a “Sanctioned Country”); and neither the Partnership nor any of its Subsidiaries Company will not directly or indirectly use the proceeds from the sale of the Notes offering of the Public Shares hereunder, or lend, contribute or otherwise make available such proceeds to any affiliatesubsidiary, joint venture partner or other person Person or entity (i) to fund or facilitate any activities of or business with any person Person that, at the time of such funding or facilitation, is the subject or the target of Sanctions; , (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person Person (including any person Person participating in the transaction, whether as initial purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Partnership Company and its Subsidiaries have not knowingly engaged in and are not now knowingly engaged and will not engage in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country. The Company and its Subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all Sanctions provisions.

Office of Foreign Assets Control. Neither None of the Partnership nor any of its Subsidiaries is andCompany nor, to the knowledge of the PartnershipCompany, no any director, officer, agent, employee or other person associated with Affiliate of the Company (i) is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of the Partnership Entities any sanctions or (ii) is currently the subject or the target of any sanctions administered or enforced by the U. S. Government (United States Government, including, without limitation, the Office of Foreign Assets Control of the U.S. United States Department of the Treasury Treasury, or the U.S. United States Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”),” the European Union, His Majesty’s Treasury, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), nor are any of the Partnership or its Subsidiaries (iii) is located, organized or resident in a country or territory that is is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or the target of Sanctionsterritory (collectively, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria “Sanctioned Countries” and Venezuela (each, a “Sanctioned Country”); and neither the Partnership nor any of its Subsidiaries , or (iv) will directly or indirectly use the proceeds from the sale of the Notes offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any affiliatesubsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person person, or in any country or territory, that, at the time of such funding or facilitationfunding, is the subject or the target of Sanctions; Sanctions or (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as initial purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Partnership and its Subsidiaries have The Company has not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at or for the time benefit of the dealing or transaction is or was the subject or the target of Sanctions a Sanctioned Person, or with or in a Sanctioned Country, in the preceding five years, nor does the Company have any plans to engage in dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country.

Office of Foreign Assets Control. Neither the Partnership Company nor any of its Subsidiaries is andSubsidiary nor, to the knowledge of the PartnershipCompany, no any director, officer, agent, employee or other person associated with or acting on behalf affiliate of the Partnership Entities Company or any Subsidiary (i) is currently the subject or target of to any sanctions administered or imposed by the United States (including any administered or enforced by the U. S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or Department, the U.S. Department of State State, or the Bureau of Industry and including, without limitation, Security of the designation as a “specially designated national” or “blocked person”U.S. Department of Commerce), the United Nations Security Council, the European Union, or the United Kingdom (including sanctions administered or controlled by Her Majesty’s Treasury, or other relevant sanctions authority ) (collectively, “Sanctions” and such persons, “Sanction Persons”)) or (ii) will, nor are any of the Partnership or its Subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and Venezuela (each, a “Sanctioned Country”); and neither the Partnership nor any of its Subsidiaries will directly or indirectly indirectly, use the proceeds from the sale of the Notes hereunderthis offering, or lend, contribute or otherwise make available such proceeds to any affiliatesubsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions; (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by of any economic Sanctions by, or could result in the imposition of Sanctions against, any person (including any person participating in the transactionoffering, whether as initial purchaserunderwriter, advisor, investor or otherwise). Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of the Subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions. For the past five years; or (ii) located, organized or resident in a country or territory that is, or whose government is, the Partnership subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, North Korea, Sudan, and its Subsidiaries have not knowingly engaged in Syria) (collectively, “Sanctioned Countries” and are not now knowingly each, a “Sanctioned Country”). Neither the Company nor any Subsidiary has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any person that at Subsidiary have any plans to increase its dealings or transactions with Sanctioned Persons, or with or in Sanctioned Countries (qq) Off-Balance Sheet Arrangements. There are no transactions, arrangements and other relationships between and/or among the time Company, and/or, to the knowledge of the dealing Company, any of its affiliates and any unconsolidated entity, including, but not limited to, any structural finance, special purpose or transaction is or was limited purpose entity (each, an “Off Balance Sheet Transaction”) that could reasonably be expected to affect materially the subject Company’s liquidity or the target availability of Sanctions or with any Sanctioned Countryrequirements for its capital resources, including those Off Balance Sheet Transactions described in the Commission’s Statement about Management’s Discussion and Analysis of Financial Conditions and Results of Operations (Release Nos. 33-8056; 34-45321; FR-61), required to be described in the Prospectus which have not been described as required.

Office of Foreign Assets Control. Neither the Partnership Company nor any of its the Subsidiaries has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law which violation is andrequired to be disclosed in the SEC Reports. Neither the Company nor any Subsidiary nor, to the knowledge of the PartnershipCompany’s knowledge, no any director, officer, agent, employee or other person associated with or acting on behalf affiliate of the Partnership Entities Company or any Subsidiary is currently the subject or target of to any U.S. sanctions administered or enforced by the U. S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or Department, the U.S. Department Departments of State or Commerce and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, Treasury or any other relevant sanctions authority (collectively, “Sanctions”), authority. Neither the Company nor are any of the Partnership or its Subsidiaries are located, organized or resident in a country or territory that is the subject or the target of Sanctionsa comprehensive embargo or sanctions prohibiting trade with the country or territory, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan, Sudan and Syria and Venezuela (each, a “Sanctioned Country”); and neither . No action of the Partnership nor Company or any of its Subsidiaries will directly in connection with (i) the execution, delivery and performance of this Agreement and the other Transaction Documents, (ii) the issuance and sale of the Securities or indirectly (iii) the direct or indirect use the of proceeds from the sale Securities or the consummation of any other transaction contemplated hereby or by the other Transaction Documents or the fulfillment of the Notes hereunderterms hereof or thereof, will result in the proceeds of the transactions contemplated hereby and by the other Transaction Documents being used, or lendloaned, contribute contributed or otherwise make available such proceeds made available, directly or indirectly, to any affiliateSubsidiary, joint venture partner or other person or entity entity, for the purpose of (i1) to fund unlawfully funding or facilitate facilitating any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions; , (ii2) to fund unlawfully funding or facilitate facilitating any activities of or business in any Sanctioned Country or (iii3) in any other manner that will result in a violation by any person Person (including any person Person participating in the transaction, whether as initial purchaserunderwriter, advisor, investor or otherwise) of Sanctionssanctions. For the past five years, the Partnership Company and its Subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Office of Foreign Assets Control. Neither the Partnership Company nor any of its Subsidiaries is andSubsidiaries, directors, officers, or employees, nor, to the knowledge of the PartnershipCompany, no directorafter due inquiry, officer, any agent, employee affiliate or other person associated with or acting on behalf of the Partnership Entities Company or any of its Subsidiaries is currently the subject or the target of any U.S. sanctions administered or enforced by the U. S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC") or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”)State, the United Nations Security Council, the European Union, Her Majesty’s Treasury's Treasury of the United Kingdom, or other relevant sanctions authority (collectively, “"Sanctions”"), ; nor are is the Company or any of the Partnership or its Subsidiaries subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the Crimea Region and the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, the so-called Donetsk People's Republic, the so-called Luhansk People's Republic, Cuba, Iran, North Korea, Sudan, Syria Korea and Venezuela (each, a “Sanctioned Country”)Syria; and neither the Partnership nor any of its Subsidiaries Company will not directly or indirectly use the proceeds from the sale of the Notes hereunderthis offering, or lend, contribute or otherwise make available such proceeds to any affiliateSubsidiary, or any joint venture partner or other person or entity (i) to fund or facilitate any entity, for the purpose of financing the activities of or business with any person thatperson, or in any country or territory, that at the time of such funding or facilitationfinancing, is the subject or the target of Sanctions; (ii) to fund Sanctions or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, transaction whether as initial purchaserunderwriter, advisor, investor or otherwise) of applicable Sanctions. For the past five years, the Partnership Company and its Subsidiaries subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Countrysanctioned country.

Office of Foreign Assets Control. (i) Neither the Partnership Company nor any of its Subsidiaries is andsubsidiaries, directors or officers, nor to the knowledge of the PartnershipCompany, no directorany employee of the Company or any of its subsidiaries, officer, any agent, employee affiliate or other person associated with or acting on behalf representative of the Partnership Entities Company or any of its subsidiaries is currently an individual or entity (“Person”) that is, or is owned or controlled by one or more Persons that are (A) the subject or the target of any U.S. sanctions administered or enforced by the U. S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”)State, the United Nations Security Council, the European Union, Her His Majesty’s TreasuryTreasury of the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions”), nor are any of the Partnership or its Subsidiaries ; (B) located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the Crimea, Kherson and Zaporizhzhia regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, Sudan, Korea and Syria and Venezuela (each, each a “Sanctioned Country”); and neither (ii) the Partnership nor any of its Subsidiaries Company will not directly or indirectly use the proceeds from the sale of the Notes hereunderoffering, or lend, contribute or otherwise make available such proceeds to any affiliatesubsidiary, or any joint venture partner or other person Person or entity entity, (iA) to fund for the purpose of funding or facilitate any facilitating the activities or business of or business with any person Person, or in any country or territory, that, at the time of such funding or facilitation, is the subject or the target of Sanctions; (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iiiB) in any other manner that will result in a violation by any person Person (including any person participating in the transaction, transaction whether as agent, initial purchaser, underwriter, advisor, investor or otherwise) of applicable Sanctions. For the past five years; and (iii) since April 24, 2019, the Partnership Company and its Subsidiaries subsidiaries have not knowingly engaged in and in, are not now knowingly engaged in in, and will not engage in, any dealings or transactions with any person Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Office of Foreign Assets Control. (a) Neither the Partnership Company nor any of its Subsidiaries is andsubsidiaries nor any director, officer, nor, to the knowledge of the PartnershipCompany, no director, officer, any agent, employee or other person associated with affiliate of the Company or any of its subsidiaries, (i) is, or is controlled by or is 50% or more owned in the aggregate by or is acting on behalf of the Partnership Entities is of, one or more individuals or entities that are currently the subject or target of any sanctions administered or enforced by the U. S. Government United States (including, without limitation, including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury or Department, the U.S. Department of State State, or the Bureau of Industry and including, without limitation, Security of the designation as a “specially designated national” or “blocked person”U.S. Department of Commerce), the United Nations Security Council, the European Union, a member state of the European Union (including sanctions administered or enforced by Her Majesty’s TreasuryTreasury of the United Kingdom), Mexico, Argentina or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanction Persons”), nor are any of the Partnership or its Subsidiaries (ii) is located, organized or resident in a country or territory that is is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or the target of Sanctionsterritory (collectively, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria “Sanctioned Countries” and Venezuela (each, a “Sanctioned Country”); and neither the Partnership nor any of its Subsidiaries will ) or (iii) will, directly or indirectly indirectly, use the proceeds from the sale of the Notes hereunderthis offering, or lend, contribute or otherwise make available such proceeds to any affiliatesubsidiary, joint venture partner or other person individual or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions; (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by of any person Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any person participating in the transactionoffering, whether as initial purchaserunderwriter, advisor, investor or otherwise). (i) The Company has not and (ii) none of Sanctions. For its subsidiaries has, since April 4, 2018 or (iii) has, to the past five yearsknowledge of the Company after due inquiry and diligence, the Partnership and its Subsidiaries have not knowingly engaged in and are not now knowingly on or prior to April 4, 2018, engaged in any dealings or transactions with any person that at or for the time benefit of the dealing or transaction is or was the subject or the target of Sanctions Sanctioned Persons, or with or in a Sanctioned Country, since its incorporation, nor does the Company or any of its subsidiaries have any plans to engage in dealings or transactions with or for the benefit of Sanctioned Persons, or with or in a Sanctioned Country.

Office of Foreign Assets Control. Neither the No Partnership nor any of its Subsidiaries Entity is and, to the knowledge of the Partnership, no director, officer, agent, employee or other person associated with or acting on behalf of the Partnership Entities is currently the subject or target of any sanctions administered or enforced by the U. S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor are any of the Partnership or its Subsidiaries Entities located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Crimea, Iran, North Korea, Sudan, Sudan and Syria and Venezuela (each, a “Sanctioned Country”); and neither the no Partnership nor any of its Subsidiaries Entity will directly or indirectly use the proceeds from the sale of the Notes hereunder, or lend, contribute or otherwise make available such proceeds to any affiliate, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions; (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, the Partnership and its Subsidiaries Entities have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Office of Foreign Assets Control. Neither None of the Partnership nor any of its Subsidiaries is and, to the knowledge of the Partnership, no director, officer, agent, employee or other person associated with or acting on behalf of the Partnership Entities is currently the subject or target of any sanctions administered or enforced by the U. S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor are any of the Partnership or its Subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Sudan and Syria and Venezuela (each, a “Sanctioned Country”); and neither the Partnership nor any of its Subsidiaries will directly or indirectly use the proceeds from the sale of the Notes Units hereunder, or lend, contribute or otherwise make available such proceeds to any affiliate, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions; (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as initial purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Partnership and its Subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Office of Foreign Assets Control. Neither None of the Partnership nor Company or any of its Subsidiaries is andsubsidiaries or, to the knowledge of the PartnershipCompany, no any director, officer, agent, employee or other person associated with or acting on behalf affiliate of the Partnership Entities Company or any of its subsidiaries is currently the subject or target of to any U.S. sanctions administered or enforced by the U. S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. Department of State and including, without limitation, the designation as sanctions administered by OFAC (a “specially designated national” or “blocked personSanctioned Person”). In addition, none of the Company or any of its subsidiaries or, to the knowledge of the Company, ​ ​ ​ any director, officer, employee, agent or affiliate of the Company, is an individual or entity currently the subject of any sanctions administered or enforced by OFAC, the United Nations Security Council, the European Union, Her Union or His Majesty’s Treasury, or other relevant sanctions authority Treasury (collectively, “Sanctions”), nor are is the Company or any of the Partnership or its Subsidiaries subsidiaries located, organized or resident in a country or territory that is the subject or the target of comprehensive Sanctions, including, without limitation, Crimea, Cuba, the so-called Donetsk People’s Republic, Iran, the so-called Luhansk People’s Republic, North Korea, Sudan, Korea and Syria and Venezuela (each, a “Sanctioned Country”); and neither the Partnership nor any of its Subsidiaries . The Company will not, directly or indirectly indirectly, use the proceeds from of the sale of the Notes hereunderSecurities, or lend, contribute or otherwise make available such proceeds to any affiliatesubsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person person, or in any country or territory, that, at the time of such funding or facilitation, is the subject a Sanctioned Person or the target of Sanctions; (ii) to fund or facilitate any activities of or business Sanctioned Country, in each case, in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as initial purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For Since their inception, none of the past five years, the Partnership and Company or any of its Subsidiaries have not subsidiaries has knowingly engaged in and are not in, or is now knowingly engaged in in, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions a Sanctioned Person or with any Sanctioned Country.

Office of Foreign Assets Control. Neither the Partnership Company nor any of its Subsidiaries is andSubsidiary nor, to the knowledge of the PartnershipCompany, no any director, officer, agent, employee or other person associated with or acting on behalf affiliate of the Partnership Entities Company or any Subsidiary (i) is currently the subject or target of to any sanctions administered or imposed by the United States (including any administered or enforced by the U. S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or Department, the U.S. Department of State State, or the Bureau of Industry and including, without limitation, Security of the designation as a “specially designated national” or “blocked person”U.S. Department of Commerce), the United Nations Security Council, the European Union, or the United Kingdom (including sanctions administered or controlled by Her Majesty’s 's Treasury, or other relevant sanctions authority ) (collectively, “"Sanctions”)" and such persons, nor are any of the Partnership "Sanction Persons") or its Subsidiaries located(ii) will, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and Venezuela (each, a “Sanctioned Country”); and neither the Partnership nor any of its Subsidiaries will directly or indirectly indirectly, use the proceeds from the sale of the Notes hereunderthis offering, or lend, contribute or otherwise make available such proceeds to any affiliatesubsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions; (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by of any economic Sanctions by, or could result in the imposition of Sanctions against, any person (including any person participating in the transactionoffering, whether as initial purchaserunderwriter, advisor, investor or otherwise). Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of the Subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions. For the past five years; or (ii) located, organized or resident in a country or territory that is, or whose government is, the Partnership subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, North Korea, Sudan, and its Subsidiaries have Syria) (collectively, "Sanctioned Countries" and each, a "Sanctioned Country"). Except as has been disclosed to the Underwriters or is not knowingly engaged in and are not now knowingly material to the analysis under any Sanctions, neither the Company nor any Subsidiary has engaged in any dealings or transactions with or for the benefit of a Sanctioned Person, or with or in a Sanctioned Country, in the preceding 3 years, nor does the Company or any person that at Subsidiary have any plans to increase its dealings or transactions with Sanctioned Persons, or with or in Sanctioned Countries (rr) Off-Balance Sheet Arrangements. There are no transactions, arrangements and other relationships between and/or among the time Company, and/or, to the knowledge of the dealing Company, any of its affiliates and any unconsolidated entity, including, but not limited to, any structural finance, special purpose or transaction is or was limited purpose entity (each, an "Off Balance Sheet Transaction") that could reasonably be expected to affect materially the subject Company's liquidity or the target availability of Sanctions or with any Sanctioned Countryrequirements for its capital resources, including those Off Balance Sheet Transactions described in the Commission's Statement about Management's Discussion and Analysis of Financial Conditions and Results of Operations (Release Nos. 33‑8056; 34‑45321; FR‑61), required to be described in the Prospectus which have not been described as required.

Office of Foreign Assets Control. Neither the Partnership Company nor any of its Subsidiaries is andSubsidiaries, directors, officers, or employees, nor, to the knowledge of the PartnershipCompany, no directorafter due inquiry, officer, any agent, employee affiliate or other person associated with or acting on behalf of the Partnership Entities Company or any of its Subsidiaries is currently the subject or the target of any U.S. sanctions administered or enforced by the U. S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC") or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”)State, the United Nations Security Council, the European Union, Her His Majesty’s Treasury's Treasury of the United Kingdom, or other relevant sanctions authority (collectively, “"Sanctions”"), ; nor are is the Company or any of the Partnership or its Subsidiaries subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, the Crimea Region and the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, the so-called Donetsk People's Republic, the so-called Luhansk People's Republic, Cuba, Iran, North Korea, Sudan, Syria Korea and Venezuela (each, a “Sanctioned Country”)Syria; and neither the Partnership nor any of its Subsidiaries Company will not directly or indirectly use the proceeds from the sale of the Notes hereunderthis offering, or lend, contribute or otherwise make available such proceeds to any affiliateSubsidiary, or any joint venture partner or other person or entity (i) to fund or facilitate any entity, for the purpose of financing the activities of or business with any person thatperson, or in any country or territory, that at the time of such funding or facilitationfinancing, is the subject or the target of Sanctions; (ii) to fund Sanctions or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, transaction whether as initial purchaserunderwriter, advisor, investor or otherwise) of applicable Sanctions. For the past five years, the Partnership Company and its Subsidiaries subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Countrysanctioned country.

Office of Foreign Assets Control. Neither Except as would not, individually or the aggregate, result in a Material Adverse Effect, (a) the Partnership nor any Parties, their respective Controlled Subsidiaries, and to the Knowledge of its the Partnership Parties, their respective Non-Controlled Subsidiaries is and Limited Control Subsidiaries, and, to the knowledge Knowledge of the PartnershipPartnership Parties and any of their respective Subsidiaries, no any director, officer, employee, agent, employee distributor, consultant, Affiliate, or other person associated with or Person acting on behalf of the Partnership Entities is Parties and their respective Subsidiaries have at all times fully complied with, and are currently in full compliance with, (i) all applicable U.S. and foreign government laws and regulations concerning the subject or target exportation of any sanctions products, technology, technical data or services, including those administered or enforced by the U. S. Government (includingby, without limitation, the U.S. Department of Commerce, the U.S. Department of State, and the U.S. Department of the Treasury; (ii) U.S. and international economic and trade sanctions, including, but not limited to, those administered by the Office of Foreign Assets Control of (“OFAC”) within the U.S. Department of the Treasury or Treasury; and (iii) all laws and regulations administered by the Bureau of Customs and Border Protection in the U.S. Department of State and includingHomeland Security; (b) neither the Partnership Parties nor any of their respective Subsidiaries, without limitationnor, to the designation as a “specially designated national” Knowledge of the Partnership Parties or “blocked person”)any of their respective Subsidiaries, the United Nations Security Councilany director, the European Unionofficer, Her Majesty’s Treasuryemployee, agent, distributor, consultant, Affiliate, or other relevant sanctions authority (collectively, “Sanctions”), nor are any Person acting on behalf of the Partnership Parties or its Subsidiaries locatedtheir respective Subsidiaries, organized has engaged in, or resident in a country is currently engaged in, any sales, exports, re-exports, imports, or territory that is other activities in, relating to, or involving, directly or indirectly, countries subject to U.S. economic sanctions, including Cuba, the subject or the target Crimea Region of Sanctions, including, without limitation, CubaUkraine, Iran, North KoreaSyria, and Sudan, Syria and Venezuela or that otherwise would be prohibited if performed by U.S. persons or entities; (each, a “Sanctioned Country”); and c) neither the Partnership Parties nor any of its Subsidiaries will their respective Subsidiaries, nor, to the Knowledge of the Partnership Parties or any of their respective Subsidiaries, any director, officer, employee, agent, distributor, consultant, affiliate, other person acting on behalf of the Partnership Parties or their respective Subsidiaries, is (1) listed on, or owned or controlled by, fifty (50%) or more in the aggregate, directly or indirectly use the proceeds from the sale of the Notes hereunderindirectly, or lend, contribute or otherwise make available such proceeds to any affiliate, joint venture partner or other a person or entity persons listed on, (i) the List of Specially Designated Nationals and Blocked Persons maintained by OFAC or any other list of known or suspected terrorists, terrorist organizations, or other prohibited persons made publicly available or provided to fund the Partnership Parties or facilitate any activities of their respective Subsidiaries by any agency of the government of the United States or business with any person that, at jurisdiction in which the time Partnership Parties or any of such funding or facilitation, is the subject or the target of Sanctionstheir respective Subsidiaries are doing business; (ii) to fund the Bureau of Industry and Security of the United States Department of Commerce “Denied Persons List,” “Entity List,” or facilitate any activities of or business in any Sanctioned Country or “Unverified List”; (iii) the Office of Defense Trade Controls of the United States Department of State “List of Debarred Parties”; or (iv) any lists of restricted persons or entities maintained by any other U.S. government authority; or (2) or has engaged in business transactions or other dealings with, or is currently engaged in business transactions or other dealings with, an entity listed on, or owned or controlled by, fifty percent (50%) or more in the aggregate, directly or indirectly, a person or persons listed on, (i) the List of Specially Designated Nationals and Blocked Persons maintained by OFAC or any other list of known or suspected terrorists, terrorist organizations, or other prohibited persons made publicly available or provided to the Partnership Parties or any of their respective Subsidiaries by any agency of the government of the United States or any jurisdiction in which the Partnership Parties or any of their respective Subsidiaries are doing business; (ii) the Bureau of Industry and Security of the United States Department of Commerce “Denied Persons List,” “Entity List,” or “Unverified List”; (iii) the Office of Defense Trade Controls of the United States Department of State “List of Debarred Parties”; or (iv) any lists of restricted persons or entities maintained by any other U.S. government authority; or (3) operating, organized in, or resident in, or acting on behalf of a Government of, or involved in business arrangements or other transactions with, a countries subject to U.S. economic sanctions, including Cuba, the Crimea Region of Ukraine, Iran, Syria, and Sudan, or any person owned or controlled, fifty percent (50%) or more in the aggregate, directly or indirectly, by any such person or persons, or (3) a person who has been determined by competent authority to be subject to the prohibitions contained in Executive Order 13224, 66 Fed. Reg. 49,079 (Sept. 25, 2001) (Executive Order Blocking Property and Prohibiting Transactions with Persons who Commit, Threaten to Commit, or Support Terrorism), Executive Order 13382, 70 Fed. Reg. 38,567 (July. 1, 2005) (Executive Order Blocking Property of Weapons of Mass Destruction Proliferators and Their Supporters), or any other similar prohibitions contained in the laws administered by, and regulations of, OFAC or in any enabling legislation or other manner that will result executive orders in respect thereof; (d) neither the Partnership Parties nor any of their respective Controlled Subsidiaries, and to the Knowledge of the Partnership Parties, Non-Controlled Subsidiaries or Limited Control Subsidiaries, nor, to the Knowledge of the Partnership Parties or any of their respective Subsidiaries, any director, officer, employee, agent, distributor, consultant, affiliate, or other person acting on behalf of the Partnership Parties or their respective Subsidiaries has made a violation by voluntary disclosure to governmental regulatory authorities reporting violations of laws or regulations relating to the export or re-export of products, technology, software, services or other information from the United States or any person other jurisdiction; (including e) neither the Partnership Parties nor any person of their respective Controlled Subsidiaries, and to the Knowledge of the Partnership Parties, Non-Controlled Subsidiaries or Limited Control Subsidiaries, nor, to the Knowledge of the Partnership Parties or any of their respective Subsidiaries, any director, officer, employee, agent, distributor, consultant, Affiliate, or other Person acting on behalf of the Partnership Parties or their respective Subsidiaries, have participated or are currently participating in, or have cooperated or are currently cooperating with, an unsanctioned international boycott within the meaning of Section 999 of the Internal Revenue Code of 1986, as amended; and (f) if, in the transaction, whether as initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five yearsfuture, the Partnership and its Parties or any of their respective Subsidiaries have not knowingly engaged in and are not now knowingly engaged in determines that any dealings or transactions with any person that at the time of the dealing foregoing was incorrect as of the date hereof or transaction has ceased to be correct, the Partnership Parties agree to promptly notify the Investors. The Partnership Parties agree and acknowledge that if at any time it is discovered that any of the foregoing representations were incorrect as of the date hereof or was have ceased to be correct, or if otherwise required by the subject laws and regulations administered and enforced by OFAC, the Investors may undertake appropriate action, including but not limited to, segregation, blocking, freezing, or termination of the target interests of Sanctions or with the Partnership Parties and their respective Subsidiaries. The Partnership Parties further agree and acknowledge that neither the Partnership Parties nor any Sanctioned Countryof their respective Subsidiaries will have any claim against the Investors for any form of damages as a result of any of the foregoing actions.

Office of Foreign Assets Control. Neither None of the Partnership nor Company or any of its Subsidiaries is andnor, to the knowledge of the PartnershipCompany, no any director, officer, agent, affiliate, employee or other person associated with or acting on behalf of the Partnership Entities Company or any of its Subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U. S. Government (U.S. Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”),” the European Union, His Majesty’s Treasury, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority authority, or a resident or incorporated or engaged in a business in an “Enemy State” pursuant to the Israeli Trade with the Enemy Ordinance, 1939 (collectively, “Sanctions”), nor are is the Company or any of the Partnership or its Subsidiaries material subsidiaries located, organized organized, or resident in a country or territory that is the subject or the target of Sanctions, including, without limitationcomprehensive country-wide or territory-wide Sanctions (as of the date of this Agreement, Cuba, Iran, Syria, North Korea, Sudanthe Crimea region of Ukraine the so-called Donetsk People’s Republic, Syria and Venezuela or the so-called Luhansk People’s Republic) (each, a “Sanctioned CountryJurisdiction”); , and neither the Partnership nor any of its Subsidiaries Company will not directly or indirectly use the proceeds from the sale of the Notes offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any affiliateSubsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person person, or in any country or territory, that, at the time of such funding or facilitationfunding, is the subject or the target of comprehensive Sanctions; , in violation of applicable Sanctions or (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transactiontransactions contemplated herein, whether as initial purchaserunderwriter, advisor, investor or otherwise) of Sanctions. For ; neither the Company nor any of its Subsidiaries is engaged in, or has, at any time in the past five years, the Partnership and its Subsidiaries have not knowingly engaged in and are not now knowingly engaged in in, any dealings or transactions with or involving any person individual or entity that was or is, as applicable, at the time of the such dealing or transaction is or was transaction, the subject or the target of Sanctions or with any Sanctioned CountryJurisdiction in violation of applicable Sanctions; the Company and its Subsidiaries have instituted, and maintain, policies and procedures designed to promote and achieve continued compliance with Sanctions.

Office of Foreign Assets Control. Neither the Partnership nor any of its Subsidiaries is and, to the knowledge of the Partnership, no director, officer, agent, employee or other person associated with or acting on behalf of the Partnership Entities is currently the subject or target of any sanctions administered or enforced by the U. S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor are any of the Partnership or its Subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Sudan and Syria and Venezuela (each, a “Sanctioned Country”); and neither the Partnership nor any of its Subsidiaries will directly or indirectly use the proceeds from the sale of the Notes hereunder, or lend, contribute or otherwise make available such proceeds to any affiliate, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions; (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as initial purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, the Partnership and its Subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

Office of Foreign Assets Control. Neither the Partnership Company nor any of its Subsidiaries is andSubsidiary nor, to the knowledge of the PartnershipCompany, no any director, officer, agent, employee or other person associated with or acting on behalf affiliate of the Partnership Entities Company or any Subsidiary (i) is currently the subject or target of to any sanctions administered or imposed by the United States (including any administered or enforced by the U. S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or Department, the U.S. Department of State State, or the Bureau of Industry and including, without limitation, Security of the designation as a “specially designated national” or “blocked person”U.S. Department of Commerce), the United Nations Security Council, the European Union, or the United Kingdom (including sanctions administered or controlled by Her Majesty’s Treasury, or other relevant sanctions authority ) (collectively, “Sanctions” and such persons, “Sanction Persons”)) or (ii) will, nor are any of the Partnership or its Subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and Venezuela (each, a “Sanctioned Country”); and neither the Partnership nor any of its Subsidiaries will directly or indirectly indirectly, use the proceeds from the sale of the Notes hereunderthis offering, or lend, contribute or otherwise make available such proceeds to any affiliatesubsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions; (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by of any economic Sanctions by, or could result in the imposition of Sanctions against, any person (including any person participating in the transactionoffering, whether as initial purchaserunderwriter, advisor, investor or otherwise). Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of the Subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions. For the past five years; or (ii) located, organized or resident in a country or territory that is, or whose government is, the Partnership subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, North Korea, Sudan, and its Subsidiaries have Syria) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”). Except as has been disclosed to the Manager or is not knowingly engaged in and are not now knowingly material to the analysis under any Sanctions, neither the Company nor any Subsidiary has engaged in any dealings or transactions with any person that at or for the time benefit of the dealing or transaction is or was the subject or the target of Sanctions a Sanctioned Person, or with any or in a Sanctioned Country, in the preceding three (3) years, nor does the Company or any Subsidiary have any plans to increase its dealings or transactions with Sanctioned Persons, or with or in Sanctioned Countries.

Office of Foreign Assets Control. Neither the Partnership Company nor any of its Subsidiaries is andSubsidiary nor, to the knowledge of the PartnershipCompany, no any director, officer, agent, employee or other person associated with or acting on behalf affiliate of the Partnership Entities Company or any Subsidiary (i) is currently the subject or target of to any sanctions administered or imposed by the United States (including any administered or enforced by the U. S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or Department, the U.S. Department of State State, or the Bureau of Industry and including, without limitation, Security of the designation as a “specially designated national” or “blocked person”U.S. Department of Commerce), the United Nations Security Council, the European Union, or the United Kingdom (including sanctions administered or controlled by Her Majesty’s Treasury, or other relevant sanctions authority ) (collectively, “Sanctions” and such persons, “Sanction Persons”)) or (ii) will, nor are any of the Partnership or its Subsidiaries located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, Syria and Venezuela (each, a “Sanctioned Country”); and neither the Partnership nor any of its Subsidiaries will directly or indirectly indirectly, use the proceeds from the sale of the Notes hereunderthis offering, or lend, contribute or otherwise make available such proceeds to any affiliatesubsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions; (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by of any economic Sanctions by, or could result in the imposition of Sanctions against, any person (including any person participating in the transactionoffering, whether as initial purchaserunderwriter, advisor, investor or otherwise). Neither the Company nor any Subsidiary nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of the Subsidiaries, is a person that is, or is 50% or more owned or otherwise controlled by a person that is: (i) the subject of any Sanctions. For the past five years; or (ii) located, organized or resident in a country or territory that is, or whose government is, the Partnership subject of Sanctions that broadly prohibit dealings with that country or territory (currently, Cuba, Iran, North Korea, Sudan, and its Subsidiaries have Syria) (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”). Except as has been disclosed to the Managers or is not knowingly engaged in and are not now knowingly material to the analysis under any Sanctions, neither the Company nor any Subsidiary has engaged in any dealings or transactions with any person that at or for the time benefit of the dealing or transaction is or was the subject or the target of Sanctions a Sanctioned Person, or with any or in a Sanctioned Country., in the preceding 3 years, nor does the Company or any Subsidiary have any plans to increase its dealings or transactions with Sanctioned Persons, or with or in Sanctioned Countries