Common use of Representations, Warranties and Covenants of the General Partner Clause in Contracts

Representations, Warranties and Covenants of the General Partner. (a) The General Partner hereby represents, warrants and covenants to the other Partners that: (i) The Partnership is a limited partnership duly formed, validly existing and in good standing under the Act, and has the partnership power and authority to own its properties and carry on its business as described in this Agreement. The General Partner is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation or incorporation, as applicable, and has the power and authority to execute and deliver this Agreement and to perform its obligations hereunder. (ii) Each of the Partnership and the General Partner is duly qualified under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, except where the failure to be so qualified could not have a material adverse effect on its business, operations, financial condition, properties or assets taken as a whole or its ability to perform its obligations under this Agreement. (iii) This Agreement has been duly executed and delivered by the General Partner and, assuming the due authorization, execution and delivery of this Agreement by one or more Limited Partners, is a valid and legally binding obligation of the General Partner, enforceable against it in accordance with its terms. The representations set forth in this paragraph are subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (iv) It is not required in connection with the offer, issuance, sale or delivery to the Limited Partners of the Interests to register the Interests under the Securities Act, or to qualify, or register the Interests under any applicable state securities laws other than through ordinary course “blue sky” filings. (v) The Partnership is not required to register as an “investment company” under the 1940 Act. (vi) For United States federal income tax purposes, subject to a change in applicable law, the Partnership will be treated as a partnership and not as an association taxable as a corporation within the meaning of the Code. (vii) The Interests acquired by the Limited Partners pursuant to this Agreement represent duly and validly issued Interests in the Partnership, and each limited partner is a Limited Partner under this Agreement and the Act. (viii) The execution and delivery by the General Partner of this Agreement and the performance by the General Partner of its obligations hereunder have been duly authorized by all necessary action of the General Partner and do not contravene (A) the constituent and governing documents and agreements of the General Partner or (B) any law, rule or regulation applicable to the General Partner or the Partnership. (ix) The execution and delivery of this Agreement by the General Partner and the performance by the General Partner of its duties and obligations hereunder do not result in a breach of any of the terms, conditions or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, credit agreement, note or other evidence of indebtedness, or any lease or other agreement or understanding, or any license, permit, franchise or certificate, to which the General Partner or any of its Affiliates is a party or by which it or any Affiliate is bound or to which its or any Affiliate’s properties are subject, or require any authorization or approval under or pursuant to any of the foregoing which has not been obtained, or violate any statute, regulation, law, order, writ, injunction, judgment or decree to which the General Partner or its Affiliates is subject, except where such breach, default, lack of authorization or approval or violation could not have a material adverse effect on its business, operations, financial condition, properties or assets taken as a whole or its ability to perform its obligations under this Agreement. (x) Except as set forth in detail on Schedule C, no consent, approval or authorization of, or filing, registration or qualification with, any court, governmental authority or any other Person on the part of the General Partner or any of its Affiliates is required for the execution and delivery of this Agreement by the General Partner, the performance of the General Partner’s obligations and duties hereunder, or, other than ordinary course filings required under federal, state or non-U.S. securities laws, the issuance of Interests in the Partnership as contemplated hereby. (xi) Except as set forth in detail on Schedule C, none of the General Partner or any of its Affiliates is in default (nor has any event occurred which with notice, lapse of time, or both, would constitute a default) in the performance of any obligation, agreement, indenture, mortgage, deed of trust, credit agreement, note or other evidence of indebtedness or any lease or other agreement or understanding, or any license, permit, franchise or certificate, to which the General Partner or its Affiliates is a party or by which any is bound or to which the properties of any of them are subject (A) that could materially impair the General Partner’s ability to carry out its obligations under this Agreement or (B) where the United States is the lender or counterparty. (xii) Except as set forth in detail on Schedule C, none of the General Partner or any of its Affiliates or any Key Person has been convicted of a violation of or found by any governmental authority to be in violation of or in non-compliance with any statute, regulation, law, order, writ, injunction, judgment or decree to which the General Partner or its Affiliates or any Key Person is subject nor is the General Partner or any of its Affiliates or any Key Person in violation of any statute, regulation, law, order, writ, injunction, judgment or decree to which any of them is subject, which violation or non-compliance could materially adversely affect the business or financial condition of the General Partner or any of its Affiliates or impair the General Partner’s ability to carry out its obligations under this Agreement. (xiii) Except as set forth in detail on Schedule C, there is no legal action, suit, arbitration or administrative or governmental investigation, inquiry or proceeding (whether federal, state, local or non-U.S.) pending or, to the General Partner’s knowledge, threatened against the General Partner, any of its Affiliates or any of their respective properties, assets or businesses or any Key Person that may reasonably be expected to have a material adverse effect on the General Partner or any of its Affiliates. (xiv) Except as set forth in detail on Schedule C, during the preceding ten (10) years, none of the General Partner, its Affiliates or any Relevant Person has (A) been the subject of any actual action, suit, arbitration, legal, administrative or other governmental investigation, inquiry or proceeding (whether federal, state or foreign) that claims or alleges on the part of such Person or entity, fraud, misrepresentation, willful misconduct, breach of fiduciary duty or violation of any federal or state securities law, rule or regulation or any federal or state law, rule or regulation enacted for the protection of banks, thrift institutions, insurance companies or other financial institutions or (B) settled any actual or threatened action, suit, arbitration, legal, administrative or other governmental investigation, inquiry or proceeding (whether federal, state, local or foreign) of the type described in the immediately preceding clause (A). (xv) Except as set forth in detail on Schedule C, there have been no material consents, filings, notices or correspondence with or to federal, state, local, foreign or multi-national governmental or self-regulatory agencies for the past three (3) years relating to any action or proceeding, allegation or claim that the General Partner, any of its Affiliates or any of the Key Persons has violated in any material respect any law, regulation, statute or other requirement of any such agency. (xvi) Except as set forth in detail on Schedule C, none of the General Partner, any of its Affiliates or any of the Key Persons is subject to any court judgment or other cease-and-desist or other order issued by, or been a party to any written agreement, consent agreement or memorandum of understanding with, any self-regulatory organization or government entity, that would reasonably be expected to adversely affect or otherwise restrict the General Partner’s ability to carry out its obligations under this Agreement. (xvii) Except as set forth in detail on Schedule C, none of the General Partner, any of its Affiliates, any Key Person or, to the General Partner’s knowledge, any of its Identified Owners has, other than, with respect to clause (B), in connection with the fund manager pre- qualification process conducted by UST, (A) made any payment (other than legally permissible political contributions) to any official of the United States, including, without limitation, any employee of UST, (B) lobbied, or otherwise attempted to directly influence the decisions of, any official of the United States, including, without limitation, any employee of UST or (C) had ex parte communication with, or made political contributions to, any official of the United States, including, without limitation, any employee of UST, in each case in order to cause such official or employee to advocate on behalf of or otherwise facilitate the selection of the General Partner or its Affiliates as a sponsor of a PPIF. (xviii) Except as set forth in detail on Schedule C, none of the General Partner, any of its Affiliates, any Key Person or, to the General Partner’s knowledge, any of its Identified Owners has paid or agreed to pay any brokerage fees, finder’s fees or other similar fees or commissions to any Person in connection with UST’s purchase of Interests in the Partnership or otherwise in connection with the PPIP. (xix) Except as set forth in detail on Schedule C, no Person is entitled, or, to the General Partner’s knowledge, intends to claim that it is entitled, to receive any brokerage fees, finder’s fees or other similar fees or commissions in connection with UST’s purchase of Interests in the Partnership or otherwise in connection with the PPIP based on any action taken by or on behalf of the General Partner, its Affiliates, any Key Person or any of their respective representatives. (xx) Except as set forth in detail on Schedule C, during the preceding ten (10) years, there have been no state securities commission, SEC, NYSE or other stock exchange actions or proceedings against or involving the General Partner, any of its Affiliates or any of the Key Persons or any material exemptive orders or no-action letters issued by the SEC, the NYSE or other stock exchange or similar types of relief obtained from other governmental or self-regulatory organizations. (xxi) Except as set forth in detail on Schedule C, there is no material current, pending or, to the General Partner’s knowledge, threatened litigation against the General Partner, any of its Affiliates or any Key Person; provided that this representation shall not apply to any civil litigation principally related to a Key Person’s personal life other than any litigation involving moral turpitude, dishonesty, breach of trust or fiduciary duty or any other litigation that would reasonably be expected to interfere with a Key Person’s ability to perform its obligations in connection with the activities of the Partnership. (xxii) None of the General Partner, its Affiliates, the Key Persons or, to the best of the General Partner’s knowledge, any of the Identified Owners has (A) made any payments to any Person in violation of the U.S. Foreign Corrupt Practices Act (as amended from time to time), (B) been party to any transaction with any Person who (I) appears on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”), (II) is a Person with which a transaction is prohibited by the USA PATRIOT Act, the Trading with the Enemy Act or the foreign asset control regulations of the United States Department of the Treasury, in each case as amended from time to time, (III) is a Person known by the General Partner or any of its Affiliates (after reasonable inquiry) to be controlled by any Person described in the foregoing items (I) or (II) (with ownership of 10% or more of outstanding voting securities being presumptively a control position) or (IV) is a Person having its principal place of business, or the majority of its business operations (measured by revenues), located in any country covered in the foregoing item (II). (xxiii) Except as set forth in detail on Schedule C, the Related RIA has registered as an investment advisor under the Advisers Act and will maintain such registration as an investment advisor during the term of the Partnership. (xxiv) None of the General Partner, its Affiliates, any of the Key Persons, any of the Identified Owners or any of the directors, officers or employees of the General Partner or of any beneficial owner of a majority of the equity interests in any Private Vehicle, or to the best of the General Partner’s knowledge, any other of its beneficial owners or any of their directors, officers or employees appear on the Specially Designated Nationals and Blocked Persons List of OFAC, nor are they otherwise a party with which UST is prohibited to deal under the laws of the United States. (xxv) The Partnership does not have any “employees” (as such term is defined in the Interim Final Rule). (xxvi) (A) The monies used to fund the investment in the Partnership by the General Partner and its Affiliates (including the Private Vehicles) are not derived from, invested for the benefit of, or related in any way to, the governments of, or Persons within, any country (I) under a U.S. embargo enforced by OFAC, (II) that has been designated as a “non- cooperative country or territory” by the Financial Action Task Force on Money Laundering or (III) that has been designated by the U.S. Secretary of the Treasury as a “primary money laundering concern.”

Representations, Warranties and Covenants of the General Partner. (a) The General Partner hereby represents, represents and warrants and covenants to the other Limited Partners that: (i) The Partnership the General Partner is a limited partnership corporation duly formedincorporated, validly existing organized and in good standing subsisting under the Act, and has CBCA with the partnership corporate power and authority to own its properties assets and to carry on its business as described in this Agreement. The and has made all necessary filings under all applicable corporate, securities and taxation laws or any other laws to which the General Partner is duly formedsubject; (ii) the General Partner has good and sufficient power, validly existing authority and in good standing under the laws of the jurisdiction of its formation or incorporation, as applicable, and has the power and authority right to execute enter into and deliver this Agreement and to perform its obligations hereunder. (ii) Each of the Partnership and act as the General Partner is duly qualified under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, except where the failure to be so qualified could not have a material adverse effect on its business, operations, financial condition, properties or assets taken as a whole or its ability to perform and its obligations herein do not conflict with or constitute a default under this Agreement.its articles of incorporation, its by-laws or any agreement by which it is bound or laws to which it is subject; (iii) This Agreement has been duly executed and delivered by the General Partner and, assuming the due authorization, execution and delivery of this Agreement by one or more Limited Partners, is constitutes a valid and legally binding obligation of the General Partner, enforceable against it the General Partner in accordance with its terms. The representations set forth in this paragraph are , subject to the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium reorganization and other similar laws relating to or affecting of general application limiting the enforcement of creditors’ rights generally, general generally and to the fact that specific performance is an equitable principles (whether considered remedy available only in a proceeding in equity or at law) and an implied covenant the discretion of good faith and fair dealing.the court; (iv) It is the Partnership does not, and will not required in connection with at the offerClosing Date, issuance, sale have any assets or delivery to the Limited Partners of the Interests to register the Interests under the Securities Act, or to qualify, or register the Interests under any applicable state securities laws liabilities other than through ordinary course “blue sky” filings.those contemplated by the Prospectus and this Agreement; and (v) The Partnership the General Partner is not and will not be a “non-resident” of Canada for the purposes of the Tax Act and any applicable income tax treaty or convention to which Canada is a party. (b) The General Partner hereby covenants that: (i) prior to the dissolution of the Partnership, the only business conducted by it will be the management of the Business of the Partnership; (ii) it will use its commercially reasonable efforts to invest in Producing Assets and/or identify Oil and Gas Companies with Programs, in each case in accordance with the Investment Strategy and Investment Restrictions and, in the case of Working Interests, to enter into Investment Agreements with Oil and Gas Companies as described in the Prospectus and thereafter to use its commercially reasonable efforts to cause the Oil and Gas Companies to expend all or part of the Available Funds to incur CDE under the Programs on or before December 31, 2013; it is the objective of the Partnership to incur 100% of Eligible Expenditures as CDE and/or COGPE and, if it is not possible for the Partnership to incur 100% of Eligible Expenditures that constitute CDE and/or COGPE, then a portion of Eligible Expenditures will constitute CEE, all no later than December 31, 2013; (iii) it will maintain the registrations necessary for the conduct of its business and will have the licenses and permits necessary to carry on its management of the Partnership’s Business in all jurisdictions where the activities of the Partnership require such licensing or other form of registration; (iv) it will make in a timely manner all filings respecting the Partnership which may be required to register be made pursuant to the terms of this Agreement or applicable legislation; (v) it will exercise the powers conferred upon it hereunder in furtherance of the Business in accordance with the standard of care set out in Section 8.4 hereof and will devote such time, with the appropriate personnel, to the conduct of the affairs of the Partnership as an “investment company” under may be reasonably required for the 1940 Act.proper management of the affairs of the Partnership; (vi) For United States federal it is not and will not be a “non-resident” of Canada for the purposes of the Tax Act and any applicable income tax purposes, subject treaty or convention to which Canada is a change in applicable law, the Partnership will be treated as a partnership and not as an association taxable as a corporation within the meaning of the Code.party; and (vii) The Interests acquired by during the Limited Partners pursuant period commencing on the date hereof and ending on the dissolution of the Partnership in accordance with the terms of this Agreement, it shall not issue or offer, or agree or become bound to this Agreement represent duly and validly issued Interests issue or offer, shares of any class of its capital or any securities convertible into or exchangeable for shares of any class of its capital or permit the transfer of shares in the Partnership, and each limited partner is a Limited Partner under this Agreement and the Act. (viii) The execution and delivery by the General Partner of this Agreement and the performance by the General Partner of its obligations hereunder have been duly authorized by all necessary action of the General Partner and do not contravene (A) the constituent and governing documents and agreements of the General Partner or (B) any law, rule or regulation applicable to the General Partner or the Partnership. (ix) The execution and delivery of this Agreement by the General Partner and the performance by the General Partner of its duties and obligations hereunder do not result in a breach capital of any of its direct or indirect shareholders such that a Person who is not of good repute or who does not have experience and expertise in the terms, conditions or provisions ofenergy business (a “Prohibited Person”) takes, or constitute a default under, any indenture, mortgage, deed group of trust, credit agreement, note Persons of which one or other evidence of indebtedness, or any lease or other agreement or understanding, or any license, permit, franchise or certificate, to which the General Partner or any of its Affiliates more Persons is a party Prohibited Person (a “Prohibited Group”) take, direct or by which it or any Affiliate is bound or to which its or any Affiliate’s properties are subject, or require any authorization or approval under or pursuant to any of the foregoing which has not been obtained, or violate any statute, regulation, law, order, writ, injunction, judgment or decree to which the General Partner or its Affiliates is subject, except where such breach, default, lack of authorization or approval or violation could not have a material adverse effect on its business, operations, financial condition, properties or assets taken as a whole or its ability to perform its obligations under this Agreement. (x) Except as set forth in detail on Schedule C, no consent, approval or authorization of, or filing, registration or qualification with, any court, governmental authority or any other Person on the part of the General Partner or any of its Affiliates is required for the execution and delivery of this Agreement by the General Partner, the performance of the General Partner’s obligations and duties hereunder, or, other than ordinary course filings required under federal, state or non-U.S. securities laws, the issuance of Interests in the Partnership as contemplated hereby. (xi) Except as set forth in detail on Schedule C, none of the General Partner or any of its Affiliates is in default (nor has any event occurred which with notice, lapse of time, or both, would constitute a default) in the performance of any obligation, agreement, indenture, mortgage, deed of trust, credit agreement, note or other evidence of indebtedness or any lease or other agreement or understanding, or any license, permit, franchise or certificate, to which the General Partner or its Affiliates is a party or by which any is bound or to which the properties of any of them are subject (A) that could materially impair the General Partner’s ability to carry out its obligations under this Agreement or (B) where the United States is the lender or counterparty. (xii) Except as set forth in detail on Schedule C, none of the General Partner or any of its Affiliates or any Key Person has been convicted of a violation of or found by any governmental authority to be in violation of or in non-compliance with any statute, regulation, law, order, writ, injunction, judgment or decree to which the General Partner or its Affiliates or any Key Person is subject nor is the General Partner or any of its Affiliates or any Key Person in violation of any statute, regulation, law, order, writ, injunction, judgment or decree to which any of them is subject, which violation or non-compliance could materially adversely affect the business or financial condition of the General Partner or any of its Affiliates or impair the General Partner’s ability to carry out its obligations under this Agreement. (xiii) Except as set forth in detail on Schedule C, there is no legal action, suit, arbitration or administrative or governmental investigation, inquiry or proceeding (whether federal, state, local or non-U.S.) pending or, to the General Partner’s knowledge, threatened against the General Partner, any of its Affiliates or any of their respective properties, assets or businesses or any Key Person that may reasonably be expected to have a material adverse effect on the General Partner or any of its Affiliates. (xiv) Except as set forth in detail on Schedule C, during the preceding ten (10) years, none indirect control of the General Partner, its Affiliates or any Relevant Person has (A) been the subject of any actual action, suit, arbitration, legal, administrative or other governmental investigation, inquiry or proceeding (whether federal, state or foreign) that claims or alleges on the part of such Person or entity, fraud, misrepresentation, willful misconduct, breach of fiduciary duty or violation of any federal or state securities law, rule or regulation or any federal or state law, rule or regulation enacted for the protection of banks, thrift institutions, insurance companies or other financial institutions or (B) settled any actual or threatened action, suit, arbitration, legal, administrative or other governmental investigation, inquiry or proceeding (whether federal, state, local or foreign) of the type described in the immediately preceding clause (A). (xv) Except as set forth in detail on Schedule C, there have been no material consents, filings, notices or correspondence with or to federal, state, local, foreign or multi-national governmental or self-regulatory agencies for the past three (3) years relating to any action or proceeding, allegation or claim provided that the General Partner, any of Partner shall be deemed not to have breached its Affiliates covenant in this Subsection 14.1(b)(vii) if the General Partner makes such investigation and takes such other steps as a prudent businessperson would take in the circumstances to assure himself that a Prohibited Person or any of the Key Persons has violated in any material respect any law, regulation, statute Prohibited Group is not taking direct or other requirement of any such agency. (xvi) Except as set forth in detail on Schedule C, none indirect control of the General Partner, any of its Affiliates or any of the Key Persons is subject to any court judgment or other cease-and-desist or other order issued by, or been a party to any written agreement, consent agreement or memorandum of understanding with, any self-regulatory organization or government entity, that would reasonably be expected to adversely affect or otherwise restrict the General Partner’s ability to carry out its obligations under this Agreement. (xvii) Except as set forth in detail on Schedule C, none of the General Partner, any of its Affiliates, any Key Person or, to the General Partner’s knowledge, any of its Identified Owners has, other than, with respect to clause (B), in connection with the fund manager pre- qualification process conducted by UST, (A) made any payment (other than legally permissible political contributions) to any official of the United States, including, without limitation, any employee of UST, (B) lobbied, or otherwise attempted to directly influence the decisions of, any official of the United States, including, without limitation, any employee of UST or (C) had ex parte communication with, or made political contributions to, any official of the United States, including, without limitation, any employee of UST, in each case in order to cause such official or employee to advocate on behalf of or otherwise facilitate the selection of the General Partner or its Affiliates as a sponsor of a PPIF. (xviii) Except as set forth in detail on Schedule C, none of the General Partner, any of its Affiliates, any Key Person or, to the General Partner’s knowledge, any of its Identified Owners has paid or agreed to pay any brokerage fees, finder’s fees or other similar fees or commissions to any Person in connection with UST’s purchase of Interests in the Partnership or otherwise in connection with the PPIP. (xix) Except as set forth in detail on Schedule C, no Person is entitled, or, to the General Partner’s knowledge, intends to claim that it is entitled, to receive any brokerage fees, finder’s fees or other similar fees or commissions in connection with UST’s purchase of Interests in the Partnership or otherwise in connection with the PPIP based on any action taken by or on behalf of the General Partner, its Affiliates, any Key Person or any of their respective representatives. (xx) Except as set forth in detail on Schedule C, during the preceding ten (10) years, there have been no state securities commission, SEC, NYSE or other stock exchange actions or proceedings against or involving the General Partner, any of its Affiliates or any of the Key Persons or any material exemptive orders or no-action letters issued by the SEC, the NYSE or other stock exchange or similar types of relief obtained from other governmental or self-regulatory organizations. (xxi) Except as set forth in detail on Schedule C, there is no material current, pending or, to the General Partner’s knowledge, threatened litigation against the General Partner, any of its Affiliates or any Key Person; provided that this representation shall not apply to any civil litigation principally related to a Key Person’s personal life other than any litigation involving moral turpitude, dishonesty, breach of trust or fiduciary duty or any other litigation that would reasonably be expected to interfere with a Key Person’s ability to perform its obligations in connection with the activities of the Partnership. (xxii) None of the General Partner, its Affiliates, the Key Persons or, to the best of the General Partner’s knowledge, any of the Identified Owners has (A) made any payments to any Person in violation of the U.S. Foreign Corrupt Practices Act (as amended from time to time), (B) been party to any transaction with any Person who (I) appears on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”), (II) is a Person with which a transaction is prohibited by the USA PATRIOT Act, the Trading with the Enemy Act or the foreign asset control regulations of the United States Department of the Treasury, in each case as amended from time to time, (III) is a Person known by the General Partner or any of its Affiliates (after reasonable inquiry) to be controlled by any Person described in the foregoing items (I) or (II) (with ownership of 10% or more of outstanding voting securities being presumptively a control position) or (IV) is a Person having its principal place of business, or the majority of its business operations (measured by revenues), located in any country covered in the foregoing item (II). (xxiii) Except as set forth in detail on Schedule C, the Related RIA has registered as an investment advisor under the Advisers Act and will maintain such registration as an investment advisor during the term of the Partnership. (xxiv) None of the General Partner, its Affiliates, any of the Key Persons, any of the Identified Owners or any of the directors, officers or employees of the General Partner or of any beneficial owner of a majority of the equity interests in any Private Vehicle, or to the best of the General Partner’s knowledge, any other of its beneficial owners or any of their directors, officers or employees appear on the Specially Designated Nationals and Blocked Persons List of OFAC, nor are they otherwise a party with which UST is prohibited to deal under the laws of the United States. (xxv) The Partnership does not have any “employees” (as such term is defined in the Interim Final Rule). (xxvi) (A) The monies used to fund the investment in the Partnership by the General Partner and its Affiliates (including the Private Vehicles) are not derived from, invested for the benefit of, or related in any way to, the governments of, or Persons within, any country (I) under a U.S. embargo enforced by OFAC, (II) that has been designated as a “non- cooperative country or territory” by the Financial Action Task Force on Money Laundering or (III) that has been designated by the U.S. Secretary of the Treasury as a “primary money laundering concern.”

Representations, Warranties and Covenants of the General Partner. (a) The General Partner hereby represents, represents and warrants and covenants to the other Partners that: (i) The Partnership It has been duly organized and is validly existing as a limited partnership duly formedliability company, validly existing and in good standing under the Actlaw of the State of Delaware, and has the partnership with full power and authority to own and lease its properties and carry on conduct its business as described currently conducted; it is operating in this Agreement. The General Partner is duly formedcompliance with all authorizations, validly existing licenses, permits, consents, certificates and in good standing under the laws of the jurisdiction of its formation or incorporation, as applicable, and has the power and authority orders material to execute and deliver this Agreement and to perform its obligations hereunder. (ii) Each of the Partnership and the General Partner is duly qualified under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualificationcurrent business, all of which are valid and in full force and effect, except where such authorizations, licenses, permits, consents, certificates or material orders which are obtainable in the ordinary course of business and the failure to be so qualified could have such authorizations, licenses, permits, consents, certificates or material orders will not have a material adverse effect on its business, operations, financial condition, properties or assets taken as a whole or its ability Net Cash Flow. (ii) It has all requisite power and authority to enter into and perform all its obligations under this AgreementAgreement and to carry out the transactions contemplated hereby. It has all requisite power and authority as the general partner of the Partnership to enter into and perform all of the Partnership’s obligations under the Operative Documents to which the Partnership is a party and to carry out the transactions contemplated thereby on behalf of the Partnership. (iii) This Agreement has The Operative Documents to which the Partnership is a party have been (or at the Initial Closing Date will be) duly authorized, executed and delivered by the General Partner andon behalf of the Partnership and constitute (or will constitute, assuming the due authorizationas applicable) legal, execution and delivery of this Agreement by one or more Limited Partners, is a valid and legally binding obligation obligations of the General PartnerPartnership, enforceable against it the Partnership in accordance with its their respective terms. The representations set forth in this paragraph are , except to the extent that enforcement of the rights and remedies created thereby is subject to the effects of (x) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and/or other laws of general application affecting the rights and other similar laws relating to or affecting creditors’ rights remedies of creditors generally, or (y) general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This Agreement has been duly authorized, executed and delivered by the General Partner and constitutes a legal, valid and binding obligation of the General Partner enforceable against the General Partner in accordance with its terms, except to the extent that enforcement of the rights and remedies created hereby is subject to (x) bankruptcy, insolvency, reorganization, moratorium and/or other laws of general application affecting the rights and an implied covenant remedies of good faith and fair dealingcreditors generally, or (y) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (iv) It is not required in connection with the offer, issuance, sale or delivery to the Limited Partners The making and performance of the Interests to register the Interests under the Securities Act, or to qualify, or register the Interests under any applicable state securities laws other than through ordinary course “blue sky” filings. (v) The Partnership is not required to register as an “investment company” under the 1940 Act. (vi) For United States federal income tax purposes, subject to a change in applicable law, Operative Documents by the Partnership will be treated as a partnership and not as an association taxable as a corporation within the meaning consummation of the Code. (vii) The Interests acquired by the Limited Partners pursuant to this Agreement represent duly and validly issued Interests in the Partnership, and each limited partner is a Limited Partner under this Agreement and the Act. (viii) The execution and delivery by the General Partner transactions therein contemplated will not violate any provisions of this Agreement and the performance by the General Partner of its obligations hereunder have been duly authorized by all necessary action or any organizational documents of the General Partner and do will not contravene (A) conflict with, result in the constituent and governing documents and agreements breach or violation of, or constitute, either upon notice or the passage of time or both, a default under any agreement, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which the General Partner Partnership is a party or (B) by which the Partnership or any lawof its properties may be bound or affected, any statute or any authorization, judgment, decree, order, rule or regulation applicable of any court or any regulatory body, administrative agency or other governmental body having jurisdiction over the Partnership or any of its respective properties (except for such conflicts, breaches, defaults or failures to comply which would not have a material adverse effect on the General Partner condition (financial or otherwise), business, liquidity, properties, results of operations or prospects of the Partnership. (ix) ). The execution making and delivery performance of this Agreement by the General Partner and the performance by consummation of the transactions herein contemplated will not violate any provisions of the organizational documents of the General Partner of its duties and obligations hereunder do will not conflict with, result in a the breach of any of the terms, conditions or provisions violation of, or constitute constitute, either upon notice or the passage of time or both, a default under, under any indentureagreement, mortgage, deed of trust, credit agreementlease, note franchise, license, indenture, permit or other evidence of indebtedness, instrument to which the General Partner is a party or any lease or other agreement or understanding, or any license, permit, franchise or certificate, to by which the General Partner or any of its Affiliates is a party properties may be bound or by which it affected, any statute or any Affiliate is bound or to which its or any Affiliate’s properties are subjectauthorization, or require any authorization or approval under or pursuant to any of the foregoing which has not been obtainedjudgment, or violate any statute, regulation, lawdecree, order, writrule or regulation of any court or any regulatory body, injunction, judgment administrative agency or decree to which other governmental body having jurisdiction over the General Partner or any of its Affiliates is subjectrespective properties (except for such conflicts, except where such breachbreaches, default, lack of authorization defaults or approval or violation could failures to comply which would not have a material adverse effect on its the condition (financial or otherwise), business, operationsliquidity, financial conditionproperties, properties results of operations or assets taken as a whole or its ability to perform its obligations under this Agreement. (x) Except as set forth in detail on Schedule C, no consent, approval or authorization of, or filing, registration or qualification with, any court, governmental authority or any other Person on the part prospects of the General Partner or its ability to act as general partner of the Partnership). (v) No consent, approval, authorization or other order of any of its Affiliates court, regulatory body, administrative agency or other governmental body is required for the execution and delivery of this Agreement the Operative Documents by the General Partner, the performance of the General Partner’s obligations and duties hereunder, or, other than ordinary course filings required under federal, state or non-U.S. securities laws, the issuance of Interests in the Partnership as contemplated hereby. (xi) Except as set forth in detail on Schedule C, none of the General Partner or any of its Affiliates is in default (nor has any event occurred which with notice, lapse of time, or both, would constitute a default) in the performance of any obligation, agreement, indenture, mortgage, deed of trust, credit agreement, note or other evidence of indebtedness or any lease or other agreement or understanding, or any license, permit, franchise or certificate, to which the General Partner or its Affiliates is a party or by which any is bound or to which the properties of any of them are subject (A) that could materially impair the General Partner’s ability to carry out its obligations under this Agreement or (B) where the United States is the lender or counterparty. (xii) Except as set forth in detail on Schedule C, none of the General Partner or any of its Affiliates or any Key Person has been convicted of a violation of or found by any governmental authority to be in violation of or in non-compliance with any statute, regulation, law, order, writ, injunction, judgment or decree to which the General Partner or its Affiliates or any Key Person is subject nor is the General Partner or any of its Affiliates or any Key Person in violation of any statute, regulation, law, order, writ, injunction, judgment or decree to which any of them is subject, which violation or non-compliance could materially adversely affect the business or financial condition of the General Partner or any of its Affiliates or impair the General Partner’s ability to carry out its obligations under this Agreement. (xiii) Except as set forth in detail on Schedule C, there is no legal action, suit, arbitration or administrative or governmental investigation, inquiry or proceeding (whether federal, state, local or non-U.S.) pending or, to the General Partner’s knowledge, threatened against the General Partner, any of its Affiliates or any of their respective properties, assets or businesses or any Key Person that may reasonably be expected to have a material adverse effect on the General Partner or any of its Affiliates. (xiv) Except as set forth in detail on Schedule C, during the preceding ten (10) years, none of the General Partner, its Affiliates or any Relevant Person has (A) been the subject of any actual action, suit, arbitration, legal, administrative or other governmental investigation, inquiry or proceeding (whether federal, state or foreign) that claims or alleges on the part of such Person or entity, fraud, misrepresentation, willful misconduct, breach of fiduciary duty or violation of any federal or state securities law, rule or regulation or any federal or state law, rule or regulation enacted for the protection of banks, thrift institutions, insurance companies or other financial institutions or (B) settled any actual or threatened action, suit, arbitration, legal, administrative or other governmental investigation, inquiry or proceeding (whether federal, state, local or foreign) of the type described in the immediately preceding clause (A). (xv) Except as set forth in detail on Schedule C, there have been no material consents, filings, notices or correspondence with or to federal, state, local, foreign or multi-national governmental or self-regulatory agencies for the past three (3) years relating to any action or proceeding, allegation or claim that the General Partner, any of its Affiliates or any of the Key Persons has violated in any material respect any law, regulation, statute or other requirement of any such agency. (xvi) Except as set forth in detail on Schedule C, none of the General Partner, any of its Affiliates or any of the Key Persons is subject to any court judgment or other cease-and-desist or other order issued by, or been a party to any written agreement, consent agreement or memorandum of understanding with, any self-regulatory organization or government entity, that would reasonably be expected to adversely affect or otherwise restrict the General Partner’s ability to carry out its obligations under this Agreement. (xvii) Except as set forth in detail on Schedule C, none of the General Partner, any of its Affiliates, any Key Person or, to the General Partner’s knowledge, any of its Identified Owners has, other than, with respect to clause (B), in connection with the fund manager pre- qualification process conducted by UST, (A) made any payment (other than legally permissible political contributions) to any official of the United States, including, without limitation, any employee of UST, (B) lobbied, or otherwise attempted to directly influence the decisions of, any official of the United States, including, without limitation, any employee of UST or (C) had ex parte communication with, or made political contributions to, any official of the United States, including, without limitation, any employee of UST, in each case in order to cause such official or employee to advocate on behalf of or otherwise facilitate the selection of the General Partner or its Affiliates as a sponsor of a PPIF. (xviii) Except as set forth in detail on Schedule C, none of the General Partner, any of its Affiliates, any Key Person or, to the General Partner’s knowledge, any of its Identified Owners has paid or agreed to pay any brokerage fees, finder’s fees or other similar fees or commissions to any Person in connection with UST’s purchase of Interests in the Partnership or otherwise in connection with the PPIP. (xix) Except as set forth in detail on Schedule C, no Person is entitled, or, to the General Partner’s knowledge, intends to claim that it is entitled, to receive any brokerage fees, finder’s fees or other similar fees or commissions in connection with UST’s purchase of Interests in the Partnership or otherwise in connection with the PPIP based on any action taken by itself or on behalf of the General PartnerPartnership or the consummation of the transactions contemplated by the Operative Documents, its Affiliatesexcept for such consents, any Key Person approvals, authorizations or any other orders that have been obtained or that will be obtained in the ordinary course of their respective representativesbusiness and compliance with applicable “blue sky” laws applicable to the distribution of the Interests of the Partnership to the subscribers therefor. (xxvi) Except In reliance solely upon the accuracy of the representations of the Partners, the Partnership is not subject to registration and regulations as an “investment company” within the meaning of the Investment Company Act. (b) The General Partner hereby covenants that: (i) It agrees not to sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) that would be integrated with the sale of the Interests of the Partnership in a manner that would require the registration under the Securities Act of the sale to the Limited Partners of such Interests. (ii) The net proceeds from the sale of the Interests of the Partnership shall be used solely for the purposes set forth in detail on Schedule C, during the preceding ten (10) years, there have been no state securities commission, SEC, NYSE or other stock exchange actions or proceedings against or involving Operative Documents and the General Partner, any of its Affiliates or any of the Key Persons or any material exemptive orders or no-action letters issued by the SEC, the NYSE or other stock exchange or similar types of relief obtained from other governmental or self-regulatory organizationsMemorandum. (xxiiii) Except as set forth The General Partner shall, and shall cause the Manager to, manage the Partnership in detail on Schedule C, there is no material current, pending or, to the General Partner’s knowledge, threatened litigation against the General Partner, any of its Affiliates or any Key Person; provided that this representation shall not apply to any civil litigation principally related to a Key Person’s personal life other than any litigation involving moral turpitude, dishonesty, breach of trust or fiduciary duty or any other litigation that would reasonably be expected to interfere with a Key Person’s ability to perform its obligations in connection accordance with the activities Operative Documents and the Memorandum. (iv) The General Partner shall at all times maintain its existence as a limited liability company and all requisite licenses necessary to conduct the business of the Partnership. (xxiiv) None The General Partner will use commercially reasonable efforts to ensure that less than 25% of the General Partner, its Affiliates, the Key Persons or, to the best total value of the General Partner’s knowledge, any each class of the Identified Owners has (A) made any payments to any Person in violation of the U.S. Foreign Corrupt Practices Act (as amended from time to time), (B) been party to any transaction with any Person who (I) appears on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”), (II) is a Person with which a transaction is prohibited by the USA PATRIOT Act, the Trading with the Enemy Act or the foreign asset control regulations of the United States Department of the Treasury, in each case as amended from time to time, (III) is a Person known by the General Partner or any of its Affiliates (after reasonable inquiry) to be controlled by any Person described equity interest in the foregoing items (I) or (II) (with ownership of 10% or more of outstanding voting securities being presumptively a control position) or (IV) is a Person having its principal place of business, or the majority of its business operations (measured Partnership will be held by revenues), located in any country covered in the foregoing item (II). (xxiii) Except “benefit plan investors” as set forth in detail on Schedule C, the Related RIA has registered as an investment advisor under the Advisers Act and will maintain such registration as an investment advisor during the term of the Partnership. (xxiv) None of the General Partner, its Affiliates, any of the Key Persons, any of the Identified Owners or any of the directors, officers or employees of the General Partner or of any beneficial owner of a majority of the equity interests in any Private Vehicle, or to the best of the General Partner’s knowledge, any other of its beneficial owners or any of their directors, officers or employees appear on the Specially Designated Nationals and Blocked Persons List of OFAC, nor are they otherwise a party with which UST is prohibited to deal under the laws of the United States. (xxv) The Partnership does not have any “employees” (as such term is defined in the Interim Final Rule)Plan Asset Regulation. (xxvi) (A) The monies used to fund the investment in the Partnership by the General Partner and its Affiliates (including the Private Vehicles) are not derived from, invested for the benefit of, or related in any way to, the governments of, or Persons within, any country (I) under a U.S. embargo enforced by OFAC, (II) that has been designated as a “non- cooperative country or territory” by the Financial Action Task Force on Money Laundering or (III) that has been designated by the U.S. Secretary of the Treasury as a “primary money laundering concern.”