(p) Each preliminary prospectus filed as part of the Registration Statement
as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission
(q) Neither the Partnership nor the General Partner is, nor immediately after giving effect to the offering
and sale of the Securities and the application of the proceeds thereof as described in the Time of Sale Prospectus and the Prospectus will be, required to register as an investment company as such term is defined in the Investment
Company Act of 1940, as amended.
(r) The Partnership and its subsidiaries (i) are in compliance with all applicable
foreign, federal, state and local laws and regulations relating to the protection of human health and safety (with respect to hazardous or toxic substances) or the environment, including with respect to releases of hazardous or toxic substances or
wastes, pollutants or contaminants (Environmental Laws), (ii) possess all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in
compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and
conditions of such permits, licenses or approvals would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(s) None of the Partnership, the General Partner or any of the Partnerships subsidiaries or, to the knowledge of the
Partnership or the General Partner, any director, officer, agent, employee or affiliate of the Partnership or the General Partner or any of the Partnerships subsidiaries is aware of or has taken any action, directly or indirectly, that would
result in a violation or a sanction for violation by such persons of the Foreign Corrupt Practices Act of 1977 or the U.K. Bribery Act 2010, each as may be amended, or similar law of any other jurisdiction in which the Partnership or the General
Partner and the Partnerships subsidiaries conduct business, or the rules and regulations thereunder; and the Partnership, the General Partner and the Partnerships subsidiaries have instituted and maintain policies and procedures designed
to ensure compliance therewith. No part of the proceeds of the offering will be used, directly or indirectly, in violation of the Foreign Corrupt Practices Act of 1977 or the U.K. Bribery Act of 2010, each as may be amended, or similar law of any
other jurisdiction in which the Partnership, the General Partner and the Partnerships subsidiaries conduct business, or the rules and regulations thereunder.