Common use of Anti-Money Laundering Provisions Clause in Contracts

Anti-Money Laundering Provisions. (a) Each Limited Partner hereby agrees to use it reasonable best efforts to ensure that to the best of its knowledge: (i) none of the monies that such Limited Partner will contribute to the Partnership shall be derived from, or related to, any activity that is deemed criminal under United States law; and (ii) no Capital Contribution or other payment by such Limited Partner to the Partnership, to the extent such Capital Contribution or other payment is within such Limited Partner’s control, shall cause the Partnership, the General Partner or any of their Affiliates to be in violation of the U.S. Bank Secrecy Act, the U.S. Money Laundering Control Act of 1986 or the U.S. International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, in each case, as such statute has been amended to date and any successor statute thereto and including all regulations promulgated thereunder (the “Anti-Money Laundering Laws”). (b) Each Limited Partner: (i) shall promptly notify the General Partner if, to the knowledge of such Limited Partner, such Limited Partner has made a Capital Contribution or other payment to the Partnership of money derived from, or related to, any activity that is deemed criminal under United States law or that could cause the Partnership or any GP Affiliate to be in violation of the Anti-Money Laundering Laws; (ii) shall provide the General Partner, promptly upon receipt of the General Partner’s written request therefor, with any additional information regarding such Limited Partner or its beneficial owners that the General Partner deems necessary or advisable in order to determine or ensure compliance with all applicable laws, regulations and administrative pronouncements concerning money laundering and other criminal activities; and (iii) understands and agrees that if, at any time, such Limited Partner has made a Capital Contribution or other payment to the Partnership of money derived from, or related to, any activity that is deemed criminal under United States law or that could cause the Partnership or any GP Affiliate to be in violation of the Anti-Money Laundering Laws, or if otherwise required by any applicable law or regulation related to money laundering or other criminal activities, the General Partner may take appropriate actions to ensure that the Partnership or any GP Affiliate is in compliance with all such applicable laws, regulations and pronouncements. (c) Actions that may be taken by the General Partner in the circumstances described in Section 1.10(b) include, but are not limited to, the following: (i) The General Partner, upon delivery of notice to that effect to the affected Limited Partner, may “freeze” such Limited Partner’s interest in the Partnership and, in that event: (A) shall not permit the Partnership to accept any additional Capital Contributions or other payments from such Limited Partner; (B) shall not draw down any additional Capital Contributions from such Limited Partner so long as the interest is frozen; (C) shall not permit the Partnership to allocate any items of Partnership income or gain to such Limited Partner’s Capital Account with respect to any fiscal period commencing on or after the date of delivery of such notice (although the General Partner may cause the Partnership to continue to allocate items of loss or expense to such Limited Partner’s Capital Account to the same extent as if, with respect to such Limited Partner and through the date of the Partnership’s final liquidating distribution, such Limited Partner had timely made all required Capital Contributions under this Agreement); or (D) shall not permit the Partnership to make any distributions to such Limited Partner in respect of its frozen interest after the delivery of such notice other than liquidating distributions pursuant to Section 6.02 in an amount equal to the positive balance in its Capital Account, after payment to each other Partner of its final liquidating distribution in accordance with Section 6.02 and subject in all events to compliance with applicable law. (ii) The General Partner, subject to compliance with applicable law, may cause the Partnership to redeem such Limited Partner’s interest using Partnership funds at a price equal to the lesser of (A) the aggregate Capital Contributions of such Limited Partner, (B) the positive balance in such Limited Partner’s Capital Account as of the date of delivery of the notice described in Section 1.10(c)(i), or (C) the fair market value of such interest (as determined by the General Partner); provided, however, that the General Partner shall cause the Partnership to redeem such Limited Partner’s interest at such other price, if any, as required by law, regulation or government order. (iii) The General Partner may, in its sole discretion, agree in writing with any Limited Partner that is itself subject to regulation under the Securities Exchange Act of 1934, as amended, the U.S. Bank Holding Company Act of 1956, as amended, or comparable non-U.S. laws and regulations, to alternate representations and covenants reasonably designed to ensure compliance with applicable anti-money laundering and other criminal laws, regulations and administrative pronouncements, and thereby expressly waive compliance with all or any part of this Section 1.10. (d) Each Limited Partner acknowledges and agrees that (i) the Partnership or the General Partner may release confidential information regarding such Limited Partner and, if applicable, any of its beneficial owners, to governmental authorities if the General Partner, in its sole discretion, determines that releasing such information is required in order to comply with all applicable Anti-Money Laundering Laws, and (ii) the General Partner, without the consent of any Limited Partner and notwithstanding any other provision of this Agreement, may amend any provision of this Agreement in order to comply with all applicable Anti-Money Laundering Laws, as reasonably determined by the General Partner in its sole discretion.

Anti-Money Laundering Provisions. (a) Each Limited Partner Member hereby agrees to use it its reasonable best efforts to ensure that to the best of its knowledgethat: (i) none of the monies that such Limited Partner will contribute Member contributes to the Partnership Company shall be derived from, or related to, any activity that is deemed criminal under United States law; and (ii) no Capital Contribution contribution or other payment by such Limited Partner Member to the PartnershipCompany, to the extent such Capital Contribution contribution or other payment is within such Limited PartnerMember’s control, shall cause the PartnershipCompany, or the General Partner Members, or any of their Affiliates the Managers to be in violation of the U.S. United States Bank Secrecy Act, the U.S. United States Money Laundering Control Act of 1986 1986, or the U.S. United States International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, in each case, as such statute has been as amended to date and any successor statute thereto and including all regulations promulgated thereunder (the “Anti-Money Laundering Laws”). (b) Each Limited Partner: Member: (i) shall promptly notify the General Partner Managers if, to the knowledge of such Limited PartnerMember, such Limited Partner Member has made a Capital Contribution or other payment contribution to the Partnership Company of money derived from, or related to, any activity that is deemed criminal under United States law or that could cause the Partnership Company or any GP Affiliate Member to be in violation of the Anti-Money Laundering Laws; ; (ii) shall provide the General PartnerManagers, promptly upon receipt of the General Partnera Manager’s written request therefor, with any additional information regarding such Limited Partner or Member, but not its beneficial owners owner(s), that the General Partner deems Managers reasonably deem necessary or advisable in order to determine or ensure compliance with all applicable laws, regulations regulations, and administrative pronouncements concerning money laundering and other criminal activities; and and (iii) understands and agrees that if, at any time, such Limited Partner Member has made a Capital Contribution or other payment contribution to the Partnership Company of money derived from, or related to, any activity that is deemed criminal under United States law or that could cause the Partnership Company or any GP Affiliate Member or its Affiliates to be in violation of the Anti-Money Laundering Laws, or if otherwise required by any applicable law or regulation related to money laundering or other criminal activities, the General Partner Member may take appropriate actions to ensure that the Partnership or any GP Affiliate is Company and the other Members and their Affiliates are in compliance with all such applicable laws, regulations regulations, and pronouncements. (c) Actions that may be taken by the General Partner in the circumstances described in Section 1.10(b) include, but are not limited to, the following: (i) The General Partner, upon delivery of notice to that effect to the affected Limited Partner, may “freeze” such Limited Partner’s interest in the Partnership and, in that event: (A) shall not permit the Partnership to accept any additional Capital Contributions or other payments from such Limited Partner; (B) shall not draw down any additional Capital Contributions from such Limited Partner so long as the interest is frozen; (C) shall not permit the Partnership to allocate any items of Partnership income or gain to such Limited Partner’s Capital Account with respect to any fiscal period commencing on or after the date of delivery of such notice (although the General Partner may cause the Partnership to continue to allocate items of loss or expense to such Limited Partner’s Capital Account to the same extent as if, with respect to such Limited Partner and through the date of the Partnership’s final liquidating distribution, such Limited Partner had timely made all required Capital Contributions under this Agreement); or (D) shall not permit the Partnership to make any distributions to such Limited Partner in respect of its frozen interest after the delivery of such notice other than liquidating distributions pursuant to Section 6.02 in an amount equal to the positive balance in its Capital Account, after payment to each other Partner of its final liquidating distribution in accordance with Section 6.02 and subject in all events to compliance with applicable law. (ii) The General Partner, subject to compliance with applicable law, may cause the Partnership to redeem such Limited Partner’s interest using Partnership funds at a price equal to the lesser of (A) the aggregate Capital Contributions of such Limited Partner, (B) the positive balance in such Limited Partner’s Capital Account as of the date of delivery of the notice described in Section 1.10(c)(i), or (C) the fair market value of such interest (as determined by the General Partner); provided, however, that the General Partner shall cause the Partnership to redeem such Limited Partner’s interest at such other price, if any, as required by law, regulation or government order. (iii) The General Partner may, in its sole discretion, agree in writing with any Limited Partner that is itself subject to regulation under the Securities Exchange Act of 1934, as amended, the U.S. Bank Holding Company Act of 1956, as amended, or comparable non-U.S. laws and regulations, to alternate representations and covenants reasonably designed to ensure compliance with applicable anti-money laundering and other criminal laws, regulations and administrative pronouncements, and thereby expressly waive compliance with all or any part of this Section 1.10. (d) Each Limited Partner Member acknowledges and agrees that (i) the Partnership or Company, with the General Partner approval of the Managers, may release confidential information regarding such Limited Partner and, if applicable, any of its beneficial owners, Member to governmental authorities if the General Partner, in its sole discretion, determines Managers determine that releasing such information is reasonably required in order to comply with all applicable light of the Anti-Money Laundering Laws, and (ii) the General PartnerManagers, without the consent of any Limited Partner Member and notwithstanding any other provision of this Agreement, may amend any provision of this Agreement in order to comply effectuate the intent of this Section 9.7(c), provided that the Managers provide each Member with all applicable Anti-Money Laundering Laws, as reasonably determined by the General Partner in its sole discretionnotice of such amendment.

Anti-Money Laundering Provisions. (a) Each Limited Partner Member hereby agrees to use it its reasonable best efforts to ensure that to the best of its knowledgethat: (i1) none None of the monies that such Limited Partner Member will contribute or pay to the Partnership Company shall be derived from, or related to, any activity that is deemed criminal under United States law; and (ii2) no Capital Contribution No contribution or other payment by such Limited Partner Member to the PartnershipCompany, to the extent that such Capital Contribution contribution or other payment is within such Limited PartnerMember’s control, and no distribution to such Member (assuming such distribution is made in accordance with instructions provided to the Company by such Member) shall cause the PartnershipCompany, the General Partner Board, the Adviser or any of their Affiliates Officer to be in violation of the USA PATRIOT Act, U.S. Bank Secrecy Act, the U.S. Money Laundering Control Act of 1986 or 1986, the U.S. International Money Laundering Abatement and Financial Anti-Terrorist Financing Act of 2001, or any laws, orders or regulations administered by the Office of Foreign Assets Control of the U.S. Department of Treasury, in each case, as such statute has been as amended to date and any successor statute thereto and including all regulations promulgated thereunder (the “Anti-Money Laundering Laws”). (b) Each Limited Partner: Member: (i1) shall promptly notify the General Partner Company if, to the knowledge of such Limited PartnerMember, such Limited Partner Member has made a Capital Contribution contribution or other payment to the Partnership Company of money derived from, or related to, any activity that is deemed criminal under United States law or that could cause the Partnership Company, any Director, the Adviser or any GP Affiliate Officer to be in violation of the Anti-Money Laundering Laws; ; (ii2) shall provide the General PartnerCompany, promptly upon receipt of the General PartnerCompany’s written request therefor, with any additional information regarding such Limited Partner Member or its beneficial owners owner(s) that the General Partner Company reasonably deems necessary or advisable in order to determine or ensure compliance with the Anti-Money Laundering Laws and all other applicable laws, regulations and administrative pronouncements concerning money laundering laundering, bank secrecy and other criminal activities; and and (iii3) understands and agrees that if, at any time, such Limited Partner Member has made a Capital Contribution contribution or other payment to the Partnership Company of money derived from, or related to, any activity that is deemed criminal under United States law or that could cause the Partnership Company, the Board, the Adviser or any GP Affiliate Officer to be in violation of the Anti-Money Laundering Laws, or if otherwise required by any applicable law or regulation related to money laundering or other criminal activitiesbank secrecy or similar laws, the General Partner Company may take appropriate actions to ensure that it, the Partnership or any GP Affiliate Board, the Adviser and each of the Officers is in compliance with all such applicable laws, regulations and pronouncements. (c) Actions In addition to any actions authorized in the Subscription Agreement, actions that may be taken by the General Partner Company in the circumstances described in Section 1.10(b3.3.4(b) include, but are not limited to, the following: (i1) The General PartnerCompany, upon delivery of notice to that effect to the affected Limited PartnerMember, may (in the Board’s discretion) “freeze” such Limited PartnerMember’s interest in the Partnership Units and, in that event: (A) the Company shall not permit the Partnership to accept any additional Capital Contributions or other payments capital contributions from such Limited PartnerMember; (B) shall not draw down any additional Capital Contributions capital contributions from such Limited Partner Member so long as the interest is Units are frozen; or (C) the Company shall not permit the Partnership to allocate any items of Partnership income or gain to such Limited Partner’s Capital Account with respect to any fiscal period commencing on or after the date of delivery of such notice (although the General Partner may cause the Partnership to continue to allocate items of loss or expense to such Limited Partner’s Capital Account to the same extent as if, with respect to such Limited Partner and through the date of the Partnership’s final liquidating distribution, such Limited Partner had timely made all required Capital Contributions under this Agreement); or (D) shall not permit the Partnership to make any distributions to such Limited Partner Member in respect of its frozen interest Units after the delivery of such notice other than liquidating distributions pursuant to Section 6.02 in an amount equal to the positive balance in its Capital Account9.2, after payment to each other Partner Member of its final liquidating distribution in accordance with Section 6.02 9.2 and subject in all events to compliance with applicable law. (ii2) The General PartnerCompany, subject to compliance with applicable law, may cause (in the Partnership to discretion of the Board) redeem such Limited PartnerMember’s interest Units using Partnership Company funds at a price equal to the lesser of (A) the aggregate Capital Aggregate Contributions of such Limited Partner, Member with respect to such Units and (B) the positive balance in such Limited Partner’s Capital Account as of the date of delivery of the notice described in Section 1.10(c)(i), or (C) the fair market value of such interest Units (as determined by the General PartnerBoard); provided, however, that if required by law, regulation or government order, the General Partner price shall cause the Partnership to redeem such Limited Partner’s interest at equal such other price, if any, price as may be required by applicable law, regulation or government order. (iii) The General Partner may, in its sole discretion, agree in writing with any Limited Partner that is itself subject to regulation under the Securities Exchange Act of 1934, as amended, the U.S. Bank Holding Company Act of 1956, as amended, or comparable non-U.S. laws and regulations, to alternate representations and covenants reasonably designed to ensure compliance with applicable anti-money laundering and other criminal laws, regulations and administrative pronouncements, and thereby expressly waive compliance with all or any part of this Section 1.10. (d) Each Limited Partner Member acknowledges and agrees that (i1) the Partnership or the General Partner Company may release confidential information regarding such Limited Partner Member and, if applicable, any of its beneficial owners, to governmental authorities if the General PartnerCompany, in its sole reasonable discretion, determines that releasing such information is required in order to comply with all applicable the best interest of the Company in light of the Anti-Money Laundering Laws, and (ii2) the General PartnerBoard, without the consent of any Limited Partner and notwithstanding any other provision of this Agreement, may amend any provision of this Agreement pursuant to this clause (2) solely, and only to the extent required, in order to comply with all applicable Anti-Money Laundering Laws, as reasonably determined by effectuate the General Partner in its sole discretionintent of this 3.3.3.

Anti-Money Laundering Provisions. (a) Each Limited Partner hereby agrees to use it reasonable its best efforts to ensure that to the best of its knowledgethat: (i1) none None of the monies that such Limited Partner will contribute to the Partnership shall be derived from, or related to, any activity that is deemed criminal under United States or Cayman Islands law; and (ii2) no Capital Contribution No contribution or other payment by such Limited Partner to the Partnership, to the extent that such Capital Contribution contribution or other payment is within such Limited Partner’s control, shall cause the Partnership, Partnership or the General Partner or any of their Affiliates to be in violation of the U.S. United States Bank Secrecy Act, the U.S. United States Money Laundering Control Act of 1986 or 1986, the U.S. United States International Money Laundering Abatement and Anti-Terrorist Financing Act of 20012001 or the Proceeds of Crime Law (2014 Revision), nor the Anti- Money Laundering Regulations (2018 Revision), Proceeds of Crime Law (2018 Revision), the Misuse of Drugs Law (2017 Revision) nor the Terrorism Law (2018 Revision) of the Cayman Islands, in each case, as such statute has been as amended to date and any successor statute thereto and including all regulations promulgated thereunder (the “Anti-Money Laundering Laws”). (b) Each Limited Partner: : (i1) shall promptly notify the General Partner if, to the knowledge of such Limited Partner, such Limited Partner has made a Capital Contribution or other payment contribution to the Partnership of money derived from, or related to, any activity that is deemed criminal under United States or Cayman Islands law or that could cause the Partnership or any GP Affiliate the General Partner to be in violation of the Anti-Money Laundering Laws; ; (ii2) shall provide the General Partner, promptly upon receipt of the General Partner’s written request therefor, with any additional information regarding such Limited Partner or its beneficial owners owner(s) that the General Partner deems reasonably necessary or advisable in order to determine or ensure compliance with all applicable laws, regulations and administrative pronouncements concerning money laundering and other criminal activities; and and (iii3) understands and agrees that if, at any time, such Limited Partner has made a Capital Contribution or other payment contribution to the Partnership of money derived from, or related to, any activity that is deemed criminal under United States or Cayman law or that could cause the Partnership or any GP Affiliate the General Partner to be in violation of the Anti-Money Laundering Laws, or if otherwise required by any applicable law law, regulation or regulation administrative pronouncement related to money laundering or other criminal activities, the General Partner may take appropriate actions to ensure that the Partnership or any GP Affiliate the General Partner is in compliance with all such applicable laws, regulations and pronouncements. (c) Actions that may be taken by the General Partner in the circumstances described in Section 1.10(b3.2.4(b) include, but are not limited to, the following: (i1) The General Partner, upon delivery of notice to that effect to the affected Limited Partner, may “freeze” such Limited Partner’s interest in the Partnership and, in that event: (A) shall not permit the Partnership to accept any additional Capital Contributions or other payments capital contributions from such Limited Partner; (B) shall not draw down any additional Capital Contributions capital contributions from such Limited Partner so long as the interest is frozen; (C) shall not permit the Partnership to allocate any items of Partnership income or gain to such Limited Partner’s Capital Account with respect to any fiscal period commencing on or after the date of delivery of such notice (although the General Partner may cause the Partnership to continue to allocate items of loss or expense to such Limited Partner’s Capital Account to the same extent as if, with respect to such Limited Partner and through the date of the Partnership’s final liquidating distribution, such Limited Partner had timely made all required Capital Contributions under this Agreement); or (D) shall not permit the Partnership to make any distributions to such Limited Partner in respect of its frozen interest after the delivery of such notice other than liquidating distributions pursuant to Section 6.02 in an amount equal to the positive balance in its Capital Account, after payment to each other Partner of its final liquidating distribution in accordance with Section 6.02 and subject in all events to compliance with applicable law. (ii) The General Partner, subject to compliance with applicable law, may cause the Partnership to redeem such Limited Partner’s interest using Partnership funds at a price equal to the lesser of (A) the aggregate Capital Contributions of such Limited Partner, (B) the positive balance in such Limited Partner’s Capital Account as of the date of delivery of the notice described in Section 1.10(c)(i), or (C) the fair market value of such interest (as determined by the General Partner); provided, however, that the General Partner shall cause the Partnership to redeem such Limited Partner’s interest at such other price, if any, as required by law, regulation or government order. (iii) The General Partner may, in its sole discretion, agree in writing with any Limited Partner that is itself subject to regulation under the Securities Exchange Act of 1934, as amended, the U.S. Bank Holding Company Act of 1956, as amended, or comparable non-U.S. laws and regulations, to alternate representations and covenants reasonably designed to ensure compliance with applicable anti-money laundering and other criminal laws, regulations and administrative pronouncements, and thereby expressly waive compliance with all or any part of this Section 1.10. (d) Each Limited Partner acknowledges and agrees that (i) the Partnership or the General Partner may release confidential information regarding such Limited Partner and, if applicable, any of its beneficial owners, to governmental authorities if the General Partner, in its sole discretion, determines that releasing such information is required in order to comply with all applicable Anti-Money Laundering Laws, and (ii) the General Partner, without the consent of any Limited Partner and notwithstanding any other provision of this Agreement, may amend any provision of this Agreement in order to comply with all applicable Anti-Money Laundering Laws, as reasonably determined by the General Partner in its sole discretion.;