Common use of Foreign Assets Control Regulations, Etc Clause in Contracts

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Company’s actual knowledge after making due inquiry, neither the Company nor any Controlled Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of the Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled Controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Company’s actual knowledge after making due reasonable inquiry, neither the Company nor any Controlled Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacitycapacity on behalf of a Governmental Authority, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Entityindirectly, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Company’s actual knowledge after making due inquiryknowledge, neither the Company nor any Controlled Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable such measures appropriate to the circumstances (in any event as are required by applicable law) law to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in each case in violation of applicable law. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in material compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Affiliated Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Affiliated Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Company’s actual knowledge after making due inquiryknowledge, neither the Company nor any Controlled Affiliated Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Affiliated Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Affiliated Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity is (i) is a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or is a Person that is otherwise subject to an OFAC Sanctions Program, (ii) is a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”).) or (iii) has any investments in, or engages in any dealings or transactions with, any Blocked Person. Cleco Power LLC Note Purchase Agreement (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Company’s actual 's knowledge after making due inquiry, neither the Company nor any Controlled Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related terrorist‑related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Anti‑Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Anti‑Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Anti‑Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Affiliated Entity is and will continue to be in compliance with all applicable current and future Anti-Money Anti‑Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone any one else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption anti‑corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (ai) Neither None of Holdings, the Company nor or any Controlled Affiliated Entity is (ia) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (iib) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign the government of a country or regime that is subject to any OFAC Sanctions Program comprehensive U.S. economic sanctions administered by OFAC, currently Iran, Sudan, Cuba, Burma, Syria and North Korea (each OFAC Listed Person and each other Person, entity, organization and government of a country entity described in clause (iib), a “Blocked Person”). (bii) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Affiliated Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (ciii) To the Company’s actual knowledge after making due inquiryof the chief executive officer and the Responsible Officers of Holdings and the Company, neither none of Holdings, the Company nor or any Controlled Affiliated Entity (ia) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (iib) has been assessed civil penalties under any Anti-Money Laundering Laws or (iiic) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Each of Holdings and the Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) ), to ensure that Holdings, the Company and each Controlled Affiliated Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (div) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Each of Holdings and the Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) ), to ensure that Holdings, the Company and each Controlled Affiliated Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Company’s actual knowledge after making due inquiry, neither the Company nor any Controlled Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Anti- Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to advantage in violation of the circumstances (in United States Foreign Corrupt Practice Act of 1977, as amended, or any event as required by other applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) or a Person that is otherwise subject to an OFAC Sanctions Program (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Entity, in connection with any investment in, or any transactions or dealings with, any Blocked PersonPerson or for investment in the Iranian energy sector (as defined in Section 201(1) of CISADA). (c) To the Company’s actual knowledge after making due inquiry, neither the Company nor any Controlled Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related terrorist‑related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Anti‑Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Anti‑Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Anti‑Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Anti‑Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption anti‑corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) or a Person that is otherwise subject to an OFAC Sanctions Program (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes Bonds hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Entity, in connection with any investment in, or any transactions or dealings with, any Blocked PersonPerson or for investment in the Iranian energy sector (as defined in Section 201 (1) of CISADA). (c) To the Company’s actual knowledge after making due inquiry, neither the Company nor any Controlled Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes Bonds hereunder will be used, directly or indirectly, for any improper illegal payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantageadvantage or for investment in the Iranian energy sector (as defined in Section 201 (1) of CISADA). The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) or a Person that is otherwise subject to an OFAC Sanctions Program (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes Bonds hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Entity, in connection with any investment in, or any transactions or dealings with, any Blocked PersonPerson or for investment in the Iranian energy sector (as defined in Section 201 (1) of CISADA). (c) To the Company’s actual knowledge after making due inquiry, neither the Company nor any Controlled Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes Bonds hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes Bonds hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Company’s actual knowledge after making due inquiryknowledge, neither the Company nor any Controlled Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes Bonds hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company Parent Guarantor nor any of its Controlled Entity Entities is (i1) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii2) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (xi) any OFAC Listed Person or (yii) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii2), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled EntityEntity of the Parent Guarantor, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the each Constituent Company’s actual knowledge after making due inquiryKnowledge, neither the Company Parent Guarantor nor any of its Controlled Entity Entities (i1) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii2) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii3) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company Parent Guarantor has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company Parent Guarantor and each of its Controlled Entity Entities is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company Parent Guarantor has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company Parent Guarantor and each of its Controlled Entity Entities is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company Parent Guarantor nor any Controlled Affiliated Entity is (i) a Person whose name appears on the list of Specially Designated Nationals National and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Affiliated Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Company’s actual knowledge after making due inquiry, neither the Company Parent Guarantor nor any Controlled Affiliated Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company Parent Guarantor has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company Parent Guarantor and each Controlled Affiliated Entity is are and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company Parent Guarantor has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company Parent Guarantor and each Controlled Affiliated Entity is are and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Entity, in connection with any investment in, or any transactions or dealings other transaction with, any Blocked Person. (c) To the Company’s actual knowledge after making due inquiry, neither the Company nor any Controlled Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to the circumstances (, in each case in violation of any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and or regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity is (i) None of the Borrower, the Parent, either Seller, the Portfolio Administrator or the Guarantor nor any Affiliate of any of them or of Imperial is (A) a Person person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (iiB) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Personperson, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Personperson, entity, organization and government of a country described in clause (iiB), a “Blocked Person”). (bii) No part of the proceeds from the sale of the Notes Advances made hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly or indirectly by the Company Borrower, the Parent, either Seller, the Portfolio Administrator, Imperial, the Guarantor or indirectly through any Controlled EntityAffiliate of any of them, in connection with any investment in, or or, to the Borrower’s actual knowledge, any transactions or dealings with, any Blocked Person. (ciii) To the CompanyBorrower’s actual knowledge after making due inquiryknowledge, neither none of the Company nor Borrower, the Parent, either Seller, the Portfolio Administrator, the Guarantor, Imperial or any Controlled Entity Affiliate of any of them (iA) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law Applicable Law (collectively, “Anti-Money Laundering Laws”), (iiB) has been assessed civil penalties under any Anti-Money Laundering Laws or (iiiC) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company Borrower has taken reasonable measures appropriate to the circumstances (in any event as circumstances, to the extent, if any, required by applicable law) Applicable Law, to ensure that the Company Borrower and each Controlled Entity Affiliate thereof is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (div) No part of the proceeds from the sale of the Notes Advances funded hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company Borrower has taken reasonable measures appropriate to the circumstances (in any event as circumstances, to the extent, if any, required by applicable law) Applicable Law, to ensure that the Company Borrower and each Controlled Entity Affiliate thereof is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (ai) Neither the Company Borrower nor the Servicer nor any Controlled Entity Affiliate of any of them is (iA) a Person person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (iiB) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Personperson, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Personperson, entity, organization and government of a country described in clause (iiB), a “Blocked Person”). (bii) No part of the proceeds from the sale of Advances issued hereunder, under the Notes hereunder Amended and Restated Loan Agreement or under the Original Loan Agreement constituted or constitutes or will constitute funds obtained on behalf of any Blocked Person or was used or will otherwise be used, directly by the Company Borrower or indirectly through by the Borrower, the Servicer, the Parent or any Controlled Entity, Affiliate of any of them in connection with any investment in, or or, to the Borrower’s actual knowledge, any transactions or dealings with, any Blocked Person. (ciii) To the CompanyBorrower’s actual knowledge after making due inquiryknowledge, neither none of the Company nor Borrower, the Parent, the Servicer or any Controlled Entity Affiliate of any of them (iA) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law Applicable Law (collectively, “Anti-Money Laundering Laws”), (iiB) has been assessed civil penalties under any Anti-Money Laundering Laws or (iiiC) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company Borrower has taken reasonable measures appropriate to the circumstances (in any event as circumstances, to the extent, if any, required by applicable law) Applicable Law, to ensure that the Company Borrower and each Controlled Entity Affiliate thereof is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (div) No part of the proceeds from the sale of the Notes Advances funded hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company Borrower has taken reasonable measures appropriate to the circumstances (in any event as circumstances, to the extent, if any, required by applicable law) Applicable Law, to ensure that the Company Borrower and each Controlled Entity Affiliate thereof is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company HoldCo Borrower nor any Controlled Entity of its Affiliated Entities is (i) a Person whose name appears on the list List of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of the Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign the government of a country or regime that is subject to any OFAC Sanctions Program comprehensive U.S. economic sanctions administered by OFAC, currently Iran, Sudan, Cuba, Syria, the Crimea region of Ukraine and North Korea (each OFAC Listed Person and each other Person, entity, organization and government of a country entity described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes Loans made hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company HoldCo Borrower or indirectly through any Controlled Affiliated Entity, in connection with any investment in, or any transactions or dealings with, any Person known by the HoldCo Borrower to be a Blocked Person. (c) To the CompanyHoldCo Borrower’s actual knowledge after making due inquirybest knowledge, neither the Company HoldCo Borrower nor any Controlled Entity of its Affiliated Entities (i) is under investigation by any Governmental Authority for, or has been charged with, by any Governmental Authority with or convicted by any Governmental Authority of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited by any Governmental Authority in an action under any Anti-Money Laundering Laws. The Company HoldCo Borrower has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) ), to ensure that the Company HoldCo Borrower and each Controlled Entity of its Affiliated Entities is and will continue to be in material compliance with all applicable current and future Anti-Money Laundering LawsLaws that apply to the HoldCo Borrower. (d) No part of the proceeds from the sale of the Notes Loans made hereunder will be used, directly or indirectly, used by the HoldCo Borrower and its Affiliated Entities for any improper illegal payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company HoldCo Borrower has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) ), to ensure that the Company HoldCo Borrower and each Controlled Entity of its Affiliated Entities is and will continue to be in material compliance with all applicable current and future anti-corruption laws and regulationsregulations that apply to the HoldCo Borrower.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Affiliated Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Affiliated Entity, in connection with any investment in, or any transactions or dealings with, any Blocked PersonPerson or for investment in the Iranian energy sector (as defined in Section 201(1) of CISADA). (c) To the Company’s actual knowledge after making due inquiry, neither the Company nor any Controlled Affiliated Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related terrorist‑related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Anti‑Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Anti‑Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Anti‑Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Affiliated Entity is and will continue to be in compliance with all applicable current and future Anti-Money Anti‑Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone any one else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to the Artisan Partners Holdings LP Note Purchase Agreement circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Affiliated Entity is and will continue to be in compliance with all applicable current and future anti-corruption anti‑corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Company’s actual knowledge after making due inquiry, neither the Company nor any Controlled Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure provide reasonable assurance that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper illegal payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure provide reasonable assurance that the Company and each Controlled Entity is and will continue to be in material compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company No Borrower nor any Controlled Entity of its Subsidiaries is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) OFAC (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign the government of a country or regime that is subject to (A) comprehensive U.S. economic sanctions administered by OFAC (currently Iran, Sudan, Cuba, Syria and North Korea), or (B) to the extent applicable to the Borrowers and their Subsidiaries, comprehensive economic sanctions, regulations or embargoes administered by the United Nations, the European Union, the United Kingdom or the Kingdom of Norway, in the case of clauses (x) and (y), in violation of any OFAC Sanctions Program Law or regulation (each OFAC Listed Person and each other Person, entity, organization and government of a country entity described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder any Credit Extension constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company any Borrower or indirectly through any Controlled Entityof its Subsidiaries, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Companyeach Borrower’s actual knowledge after making due inquiry, neither the Company no Borrower nor any Controlled Entity of its Subsidiaries (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law Law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company Each Borrower has taken reasonable measures appropriate appropriate, in the judgment of such Borrower, to the circumstances (in any event as required by applicable law) Law), to ensure that the Company such Borrower and each Controlled Entity of its Subsidiaries is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder any Credit Extension will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate , in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, assuming in all cases that such Act applies to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulationsBorrowers.

Foreign Assets Control Regulations, Etc. (a) Neither the Company Borrower nor any Controlled Entity of its Affiliated Entities is (i) a Person whose name appears on the list List of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of the Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign the government of a country or regime that is subject to any OFAC Sanctions Program comprehensive U.S. economic sanctions administered by OFAC, currently Iran, Sudan, Cuba, Syria, the Crimea region of Ukraine and North Korea (each OFAC Listed Person and each other Person, entity, organization and government of a country entity described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes Loans made hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company Borrower or indirectly through any Controlled Affiliated Entity, in connection with any investment in, or any transactions or dealings with, any Person known by the Borrower to be a Blocked Person. (c) To the CompanyBorrower’s actual knowledge after making due inquirybest knowledge, neither the Company Borrower nor any Controlled Entity of its Affiliated Entities (i) is under investigation by any Governmental Authority for, or has been charged with, by any Governmental Authority with or convicted by any Governmental Authority of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law lawLaw (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited by any Governmental Authority in an action under any Anti-Money Laundering Laws. The Company Borrower has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) lawLaw), to ensure that the Company Borrower and each Controlled Entity of its Affiliated Entities is and will continue to be in material compliance with all applicable current and future Anti-Money Laundering LawsLaws that apply to the Borrower. (d) No part of the proceeds from the sale of the Notes Loans made hereunder will be used, directly or indirectly, used by the Borrower and its Affiliated Entities for any improper illegal payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company Borrower has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) lawLaw), to ensure that the Company Borrower and each Controlled Entity of its Affiliated Entities is and will continue to be in material compliance with all applicable current and future anti-corruption laws and regulationsregulationsLaws that apply to the Borrower.

Foreign Assets Control Regulations, Etc. (ai) Neither the Company nor any Controlled Entity is (ia) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (iib) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (iib), a “Blocked Person”). (bii) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Entity, in connection with any investment investments in, or any transactions or dealings with, any Blocked Person. (ciii) To the Company’s actual knowledge after making due inquiry, neither the Company nor any Controlled Entity (ia) is under investigation by any Governmental Authority for, or has been charged charged, with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (iib) has been assessed civil penalties under any Anti-Money Laundering Laws or (iiic) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (div) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (ai) Neither the Company Borrower nor the Servicer nor any Controlled Entity Affiliate of any of them is (iA) a Person person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (iiB) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Personperson, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Personperson, entity, organization and government of a country described in clause (iiB), a “Blocked Person”). (bii) No part of the proceeds from the sale of the Notes Advances issued hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company Borrower or indirectly through by the Borrower, the Servicer, the Parent or any Controlled Entity, Affiliate of any of them in connection with any investment in, or or, to the Borrower’s actual knowledge, any transactions or dealings with, any Blocked Person. (ciii) To the CompanyBorrower’s actual knowledge after making due inquiryknowledge, neither none of the Company nor Borrower, the Parent, the Servicer or any Controlled Entity Affiliate of any of them (iA) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law Applicable Law (collectively, “Anti-Money Laundering Laws”), (iiB) has been assessed civil penalties under any Anti-Money Laundering Laws or (iiiC) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company Borrower has taken reasonable measures appropriate to the circumstances (in any event as circumstances, to the extent, if any, required by applicable law) Applicable Law, to ensure that the Company Borrower and each Controlled Entity Affiliate thereof is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (div) No part of the proceeds from the sale of the Notes Advances funded hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company Borrower has taken reasonable measures appropriate to the circumstances (in any event as circumstances, to the extent, if any, required by applicable law) Applicable Law, to ensure that the Company Borrower and each Controlled Entity Affiliate thereof is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Entity, in connection with any investment investments in, or any transactions or dealings with, any Blocked Person. (c) To the Company’s actual knowledge after making due inquiryknowledge, neither the Company nor any Controlled Entity (i) is under investigation by any Governmental Authority for, or has been charged charged, with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event in all material respects as required by applicable law) to ensure to the extent necessary that the Company and each Controlled Entity is and will continue to be in compliance in all material respects with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantageadvantage in violation of applicable law. The Company has taken reasonable measures appropriate to the circumstances (in any event in all material respects as required by applicable law) to the extent necessary to ensure that the Company and each Controlled Entity is and will continue to be in compliance in all material respects with all applicable current and future anti-corruption laws and regulations.. Table of Contents

Foreign Assets Control Regulations, Etc. (a) Neither None of MHGCI, the Company nor or any Controlled Entity is (i1) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii2) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii2), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Company’s actual knowledge after making due inquiry, neither none of MHGCI, the Company nor or any Controlled Entity (i1) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii2) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii3) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that MHGCI, the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that MHGCI, the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor Issuer or any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). Neither the Issuer nor any Controlled Entity is engaged in any activities that could subject such Person or any Purchaser to sanctions under CISADA or under any applicable state law that imposes sanctions on Persons that do business with Iran or any other country that is subject to an OFAC Sanctions Program. (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Entityindirectly, in connection with any investment in, or any transactions or dealings with, any Blocked PersonPerson where such investments, transactions or dealings could reasonably be expected to cause the purchase, holding or receipt of any payment or exercise of any rights in respect of any Note by the holder thereof to be in violation of any law or regulation applicable to such holder. (c) To the Company’s actual knowledge of the Issuer after making due inquiry, neither none of the Company nor Issuer or any Controlled Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company Issuer has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) ), to ensure that the Company Issuer and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company Issuer has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) ), to ensure that the Company Issuer and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company Borrower nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). (b) No part of Neither the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through Borrower nor any Controlled Entity, in connection with Entity has any investment investments in, or engages in any dealings or transactions or dealings with, any Blocked PersonPerson where such investments, dealings or transactions would cause the receipt of any payment or exercise of any rights in respect of, this Agreement by the Administrative Agent or any Lender to be in violation of any of the laws or regulations identified in this Section 8.23. (c) To the CompanyBorrower’s actual knowledge after making due inquiry, neither the Company Borrower nor any Controlled Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company Borrower has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company Borrower and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company Borrower has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company Borrower and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity is (i1) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of the Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii2) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (xi) any OFAC Listed Person or (yii) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii2), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Entity, in connection with any investment in, or any transactions or dealings with, any Blocked PersonPerson or any investment in the Iranian energy sector. (c) To the Company’s actual knowledge after making due inquiry, neither the Company nor any Controlled Entity (i1) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terroristany violation of applicable anti-related activities or other money laundering predicate crimes under or any applicable anti-terrorism law (collectively, “AML/Anti-Money Laundering Terrorism Laws”), (ii2) has been assessed civil penalties under any AML/Anti-Money Laundering Terrorism Laws or (iii3) has had any of its funds seized or forfeited in an action under any AML/Anti-Money Laundering Terrorism Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity of its Subsidiaries is and will continue to be in compliance with all applicable current and future AML/Anti-Money Laundering LawsTerrorism Laws applicable to it. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to improperly obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity of its Subsidiaries is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulationsregulations applicable to it (collectively, the “Anti-Corruption Laws”).

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. United States Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). Neither the Company nor any Controlled Entity is engaged in any activities that could subject such Person or, solely by virtue of its engagement in any such activities, any Purchaser to sanctions under CISADA or under any applicable law of any state of the United States that imposes sanctions on Persons that do business with Iran or any other country that is subject to an OFAC Sanctions Program. (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly used by the Company or indirectly through any Controlled Entity, directly or indirectly, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Company’s actual knowledge after making due inquiry, neither the Company nor any Controlled Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) ), to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) ), to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulationsregulations applicable to it.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Affiliated Entity is (i) a Person whose name appears on the list of Specially Designated Nationals National and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Affiliated Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Company’s actual knowledge after making due inquiry, neither the Company nor any Controlled Affiliated Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Affiliated Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Affiliated Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) or a Person that is otherwise subject to an OFAC Sanctions Program (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or or, to the knowledge of the Company, will otherwise be used, directly or indirectly by the Company or indirectly through any Controlled Entity, in connection with any investment in, or any transactions or dealings with, any Blocked PersonPerson or for investment in the Iranian energy sector (as defined in Section 201 (1) of CISADA). (c) To the Company’s actual knowledge after making due inquiry, neither the Company nor any Controlled Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be usedused by the Company, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Affiliated Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”), (ii) a Person that is otherwise a sanctions target of the OFAC sanctions programs or (iiiii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or Person that is otherwise a sanctions target or (y) any Person, entity, organization, foreign the government of a country or regime that is subject to any OFAC Sanctions Program comprehensive U.S. economic sanctions administered by OFAC, currently Iran, Sudan, Cuba and Syria (each OFAC Listed Person and each other Person, entity, organization and government of a country entity described in clause (ii) and (iii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Affiliated Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Company’s actual knowledge after making due inquiry, neither the Company nor any Controlled Affiliated Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) ), to ensure that the Company and each Controlled Affiliated Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) ), to ensure that the Company and each Controlled Affiliated Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) or a Person that is otherwise subject to an OFAC Sanctions Program (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or or, to the knowledge of the Company, will otherwise be used, directly or indirectly by the Company or indirectly through any Controlled Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Company’s actual knowledge after making due inquiry, neither the Company nor any Controlled Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be usedused by the Company, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of the Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or knowingly acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Company’s actual knowledge after making due inquiryknowledge, neither the Company nor any Controlled Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, trafficking or terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable lawLaw) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantageadvantage in violation of applicable Law. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable lawLaw) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations. (e) Neither the Company nor any Controlled Entity is (i) a Person described or designated under the provisions of the Special Economic Measures Act (Canada) or the United Nations Act (Canada), or any associated regulations (each a “Canadian Sanctions Designated Person”), or (ii) knowingly engages in any dealings or transactions with any Canadian Sanctions Designated Person.

Foreign Assets Control Regulations, Etc. (a) Neither the Company Borrower nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). (b) No part of Neither the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through Borrower nor any Controlled Entity, in connection with Entity has any investment investments in, or engages in any dealings or transactions or dealings with, any Blocked PersonPerson where such investments, dealings or transactions would cause the receipt of any payment or exercise of any rights in respect of, this Agreement by the Administrative Agent or any Lender to be in violation of any of the laws or regulations identified in this Section 8.23. (c) To the CompanyBorrower’s actual knowledge after making due inquiry, neither the Company Borrower nor any Controlled Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company Borrower and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company Borrower has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company Borrower and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“"OFAC”") (an “"OFAC Listed Person”") or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “"Blocked Person”"). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Entityindirectly, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Company’s 's actual knowledge after making due inquiryknowledge, neither the Company nor any Controlled Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “"Anti-Money Laundering Laws”"), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable such measures appropriate to the circumstances (in any event as are required by applicable law) law to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in each case in violation of applicable law. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in material compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale Cash Draw Facility Loans and Letters of the Notes Credit hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Company’s actual knowledge after making due inquiryknowledge, neither the Company nor any Controlled Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, of money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance in all Material respects with all Material applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale Cash Draw Facility Loans and Letters of the Notes Credit hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, assuming in all cases that such act applies to the Obligors. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company any Obligor nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company Obligors or indirectly through any Controlled Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Companyeach Obligor’s actual knowledge after making due inquiry, neither the Company such Obligor nor any Controlled Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has Obligors have taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company Obligors and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) or a Person that is otherwise subject to an OFAC Sanctions Program (an “OFAC Listed Person”) ), or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Entity, in connection with any investment in, or any transactions or dealings with, any Blocked PersonPerson or for investment in the Iranian energy sector (as defined in Section 201(1) of CISADA). (c) To the Company’s actual knowledge after making due inquiry, neither the Company nor any Controlled Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“"OFAC”") or a Person that is otherwise subject to an OFAC Sanctions Program (an “"OFAC Listed Person”") or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “"Blocked Person”"). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or or, to the knowledge of the Company, will otherwise be used, directly or indirectly by the Company or indirectly through any Controlled Entity, in connection with any investment in, or any transactions or dealings with, any Blocked PersonPerson or for investment in the Iranian energy sector (as defined in Section 201 (1) of CISADA). (c) To the Company’s actual 's knowledge after making due inquiry, neither the Company nor any Controlled Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “"Anti-Money Laundering Laws”"), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be usedused by the Company, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity is (i1) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii2) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (xi) any OFAC Listed Person or (yii) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii2), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Company’s 's actual knowledge after making due inquiryknowledge, neither the Company nor any Controlled Entity (i1) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii2) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii3) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable such measures appropriate to the circumstances (in any event as that are required by applicable law) law to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper unlawful payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable such measures appropriate to the circumstances (in any event as that are required by applicable law) law to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company Fund nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each Program(each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company Fund or indirectly through any Controlled Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the CompanyFund’s actual knowledge after making due inquiry, neither the Company Fund nor any Controlled Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company Fund has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company Fund and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws.. CLEARBRIDGE ENERGY MLP TOTAL RETURN FUND INC. Note Purchase Agreement (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization office or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantageadvantage in violation of the U.S. Foreign Corrupt Practices Act of 1977, as amended. The Company Fund has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company Fund and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations. (e) The Fund (in this Section 5.16(e) the “Fund” includes any successor, subunit, parent, subsidiary, or entity under common ownership or control with the Fund) shall not use any proceeds of the Notes to provide goods or services in any Iranian Sector. Upon the request of any holder of Notes, the Fund shall deliver to the holders of Notes within five (5) Business Days certification or evidence confirming that the Fund: (i) is not providing goods or services in any Iranian Sector; and (ii) has not been placed on a list (or notified that it may be placed on a list) by any state or Governmental Authority as providing goods or services in any Iranian Sector.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Affiliated Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Affiliated Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Company’s actual knowledge after making due inquiry, neither the Company nor any Controlled Affiliated Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Affiliated Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Affiliated Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company Borrower nor any Controlled Entity of its Affiliated Entities is (i) a Person whose name appears on the list List of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of the Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign the government of a country or regime that is subject to any OFAC Sanctions Program comprehensive U.S. economic sanctions administered by OFAC, currently Iran, Sudan, Cuba, Syria, the Crimea region of Ukraine and North Korea (each OFAC Listed Person and each other Person, entity, organization and government of a country entity described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes Loans made hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company Borrower or indirectly through any Controlled Affiliated Entity, in connection with any investment in, or any transactions or dealings with, any Person known by the Borrower to be a Blocked Person. (c) To the CompanyBorrower’s actual knowledge after making due inquirybest knowledge, neither the Company Borrower nor any Controlled Entity of its Affiliated Entities (i) is under investigation by any Governmental Authority for, or has been charged with, by any Governmental Authority with or convicted by any Governmental Authority of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law Law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited by any Governmental Authority in an action under any Anti-Money Laundering Laws. The Company Borrower has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) lawLaw), to ensure that the Company Borrower and each Controlled Entity of its Affiliated Entities is and will continue to be in material compliance with all applicable current and future Anti-Money Laundering LawsLaws that apply to the Borrower. (d) No part of the proceeds from the sale of the Notes Loans made hereunder will be used, directly or indirectly, used by the Borrower and its Affiliated Entities for any improper illegal payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company Borrower has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) lawLaw), to ensure that the Company Borrower and each Controlled Entity of its Affiliated Entities is and will continue to be in material compliance with all applicable current and future anti-corruption laws and regulationsregulations Laws that apply to the Borrower.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. United States Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). Neither the Company nor any Controlled Entity is engaged in any activities that could subject such Person or any Purchaser to sanctions under CISADA or under any applicable state law that imposes sanctions on Persons that do business with Iran or any other country that is subject to an OFAC Sanctions Program. (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly used by the Company or indirectly through any Controlled Entity, directly or indirectly, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Company’s 's actual knowledge after making due inquiry, neither the Company nor any Controlled Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) ), to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) ), to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulationsregulations applicable to it.

Foreign Assets Control Regulations, Etc. (a) Neither the Company any Obligor nor any Controlled Affiliated Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign the government of a country or regime that is subject to any OFAC Sanctions Program comprehensive U.S. economic sanctions administered by OFAC, currently Iran, Sudan, Cuba, Burma, Syria and North Korea (each OFAC Listed Person and each other Person, entity, organization and government of a country entity described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale issue of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company any Obligor or indirectly through any Controlled Affiliated Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Company’s actual knowledge after making due inquiry, neither none of the Company Obligors nor any Controlled Affiliated Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company Each Obligor has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) ), to ensure that the Company such Obligor and each Controlled Affiliated Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, assuming in all cases that such Act applies to the Company. The Company Each Obligor has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company such Obligor and each Controlled Affiliated Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Affiliated Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Affiliated Entity, in connection with any investment in, or any transactions or dealings with, any Blocked PersonPerson or for investment in the Iranian energy sector (as defined in Section 201(1) of CISADA). (c) To the Company’s actual knowledge after making due inquiry, neither the Company nor any Controlled Affiliated Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Affiliated Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public Artisan Partners Holdings LP Note Purchase Agreement international organization or anyone any one else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Affiliated Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Affiliated Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) or a Person that is otherwise subject to an OFAC Sanctions Program (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Affiliated Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Company’s actual knowledge after making due inquiryknowledge, neither the Company nor any Controlled Affiliated Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Affiliated Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone any one else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Affiliated Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company Fund nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each Program(each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company Fund or indirectly through any Controlled Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the CompanyFund’s actual knowledge after making due inquiry, neither the Company Fund nor any Controlled Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company Fund has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company Fund and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization office or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantageadvantage in violation of the U.S. Foreign Corrupt Practices Act of 1977, as amended. The Company Fund has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company Fund and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations. (e) The Fund (in this Section 5.16(e) the “Fund” includes any successor, subunit, parent, subsidiary, or entity under common ownership or control with the Fund) shall not use any proceeds of the Notes to provide goods or services in any Iranian Sector. Upon the request of any holder of Notes, the Fund shall deliver to the holders of Notes within five (5) Business Days certification or evidence confirming that the Fund: (i) is not providing goods or services in any Iranian Sector; and (ii) has not been placed on a list (or notified that it may be placed on a list) by any state or Governmental Authority as providing goods or services in any Iranian Sector. ClearBridge Energy MLP Opportunity Fund Inc. Note Purchase Agreement

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity is (i1) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii2) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (xi) any OFAC Listed Person or (yii) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii2), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Company’s actual knowledge after making due inquiryKnowledge, neither the Company nor any Controlled Entity (i1) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii2) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii3) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity Affiliate is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Company’s actual knowledge after making due inquiry, neither the Company nor any Controlled Entity (i) is under investigation by any Governmental Authority for, or has nor been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or and (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company any Obligor nor any Controlled Affiliated Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign the government of a country or regime that is subject to any OFAC Sanctions Program comprehensive U.S. economic sanctions administered by OFAC, currently Iran, Sudan, Cuba, Burma, Syria and North Korea (each OFAC Listed Person and each other Person, entity, organization and government of a country entity described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale issue of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company any Obligor or indirectly through any Controlled Affiliated Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Parent’s and the Company’s actual knowledge after making due inquiry, neither none of the Company Obligors nor any Controlled Affiliated Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company Each Obligor has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) ), to ensure that the Company such Obligor and each Controlled Affiliated Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, assuming in all cases that such Act applies to the Parent and the Company. The Company Each Obligor has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company such Obligor and each Controlled Affiliated Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Affiliated Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Affiliated Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Company’s actual knowledge after making due inquiry, neither the Company nor any Controlled Affiliated Entity (i) is under investigation by any Governmental Authority governmental authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Affiliated Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder has been or will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Affiliated Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.. “ (r) Paragraph 8 is hereby amended by adding a new paragraph 8S in proper alphanumeric order to read as follows:

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity is (i) None of the Borrower, Pledgor, the Portfolio Manager or Servicer nor any Affiliate of any of them or of Imperial is (A) a Person person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (iiB) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Personperson, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Personperson, entity, organization and government of a country described in clause (iiB), a “Blocked Person”). (bii) No part of the proceeds from the sale of the Notes Advances issued hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly or indirectly by the Company Borrower, Pledgor, Servicer, the Portfolio Manager, Imperial, or indirectly through any Controlled EntityAffiliate of any of them, in connection with any investment in, or or, to the Borrower’s actual knowledge, any transactions or dealings with, any Blocked Person. (ciii) To the CompanyBorrower’s actual knowledge after making due inquiryknowledge, neither none of the Company nor Borrower, Pledgor, the Portfolio Manager, or Servicer, Imperial or any Controlled Entity Affiliate of any of them (iA) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law Applicable Law (collectively, “Anti-Money Laundering Laws”), (iiB) has been assessed civil penalties under any Anti-Money Laundering Laws or (iiiC) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company Borrower has taken reasonable measures appropriate to the circumstances (in any event as circumstances, to the extent, if any, required by applicable law) Applicable Law, to ensure that the Company Borrower and each Controlled Entity Affiliate thereof is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (div) No part of the proceeds from the sale of the Notes Advances funded hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company Borrower has taken reasonable measures appropriate to the circumstances (in any event as circumstances, to the extent, if any, required by applicable law) Applicable Law, to ensure that the Company Borrower and each Controlled Entity Affiliate thereof is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (ai) Neither the Company Borrower nor the Servicer nor any Controlled Entity Affiliate of any of them is (iA) a Person person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (iiB) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Personperson, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Personperson, entity, organization and government of a country described in clause (iiB), a “Blocked Person”). (bii) No part of the proceeds from the sale of Advances issued hereunder or under the Notes hereunder Original Loan Agreement constituted or constitutes or will constitute funds obtained on behalf of any Blocked Person or was used or will otherwise be used, directly by the Company Borrower or indirectly through by the Borrower, the Servicer, the Parent or any Controlled Entity, Affiliate of any of them in connection with any investment in, or or, to the Borrower’s actual knowledge, any transactions or dealings with, any Blocked Person. (ciii) To the CompanyBorrower’s actual knowledge after making due inquiryknowledge, neither none of the Company nor Borrower, the Parent, the Servicer or any Controlled Entity Affiliate of any of them (iA) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law Applicable Law (collectively, “Anti-Money Laundering Laws”), (iiB) has been assessed civil penalties under any Anti-Money Laundering Laws or (iiiC) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company Borrower has taken reasonable measures appropriate to the circumstances (in any event as circumstances, to the extent, if any, required by applicable law) Applicable Law, to ensure that the Company Borrower and each Controlled Entity Affiliate thereof is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (div) No part of the proceeds from the sale of the Notes Advances funded hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company Borrower has taken reasonable measures appropriate to the circumstances (in any event as circumstances, to the extent, if any, required by applicable law) Applicable Law, to ensure that the Company Borrower and each Controlled Entity Affiliate thereof is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.. GWG DLP Funding IV, LLC Amended and Restated Loan and Security AgreementPage 41 of 68

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) or a Person that is otherwise subject to an OFAC Sanctions Program (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or or, to the knowledge of the Company, will otherwise be used, directly or indirectly by the Company or indirectly through any Controlled Entity, in -9- Madison Gas and Electric Company connection with any investment in, or any transactions or dealings with, any Blocked PersonPerson or for investment in the Iranian energy sector (as defined in Section 201 (1) of CISADA). (c) To the Company’s actual knowledge after making due inquiry, neither the Company nor any Controlled Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be usedused by the Company, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company Borrower nor any Controlled Affiliated Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign the government of a country or regime that is subject to any OFAC Sanctions Program comprehensive U.S. economic sanctions administered by OFAC, currently Iran, Sudan, Cuba, Burma, Syria and North Korea (each OFAC Listed Person and each other Person, entity, organization and government of a country entity described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes Loan hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company Borrower or indirectly through any Controlled Affiliated Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the CompanyBorrower’s actual knowledge after making due inquiryknowledge, neither the Company Borrower nor any Controlled Affiliated Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company Borrower has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) ), to ensure that the Company Borrower and each Controlled Affiliated Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes Loan hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company Borrower has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) ), to ensure that the Company Borrower and each Controlled Affiliated Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company Fund nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each Program(each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company Fund or indirectly through any Controlled Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the CompanyFund’s actual knowledge after making due inquiry, neither the Company Fund nor any Controlled Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company Fund has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company Fund and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization office or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantageadvantage in violation of the U.S. Foreign Corrupt Practices Act of 1977, as amended. The Company Fund has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company Fund and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations. (e) The Fund (in this Section 5.16(e) the “Fund” includes any successor, subunit, parent, subsidiary, or entity under common ownership or control with the Fund) shall not use any proceeds of the Notes to provide goods or services in any Iranian Sector. Upon the request of any holder of Notes, the Fund shall deliver to the holders of Notes within five (5) Business Days certification or evidence confirming that the Fund: (i) is not providing goods or services in any Iranian Sector; and (ii) has not been placed on a list (or notified that it may be placed on a list) by any state or Governmental Authority as providing goods or services in any Iranian Sector. ClearBridge Energy MLP Fund Inc. Note Purchase Agreement

Foreign Assets Control Regulations, Etc. (ai) Neither the Company Corporation nor any Controlled Entity (as defined below) (i) is (ia) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Control of the United States Department of the Treasury (“OFAC”), (b) a Person, entity, organization, country or regime that is blocked or a target of comprehensive sanctions that have been imposed under U.S. Economic Sanctions Laws (an “OFAC Listed Person”as defined below) or (iic) a departmentPerson that is an agent, agency department or instrumentality of, or is otherwise beneficially owned by, controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii)a) or (b) (such person, a “Blocked Person”), (ii) has, to the Corporation’s knowledge, been notified that its name appears or may in the future appear on a list that is adopted by any state Governmental Authority within the United States of America pertaining to Persons that engage in investment or other commercial activities in Iran or any other country that is a target of economic sanctions imposed under U.S. Economic Sanctions Laws (as defined below) (a “State Sanctions List”), or (iii) is a target of sanctions that have been imposed by the United Nations or the European Union. (bii) Neither the Corporation nor any Controlled Entity (i) has violated, been found in violation of, or been charged or convicted under, any applicable U.S. Economic Sanctions Laws, Anti-Money Laundering Laws (as defined below) or Anti-Corruption Laws (as defined below) or (ii) is, to the Corporation’s knowledge, under investigation by any Governmental Authority for possible violation of any U.S. Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws. (iii) No part of the proceeds from the sale of the Notes hereunder hereunder: (A) constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly used by the Company Corporation or indirectly through any Controlled Entity, directly or indirectly, (A) in connection with any investment in, or any transactions or dealings with, any Blocked Person., (B) for any purpose that would cause the Purchaser to be in violation of any U.S. Economic Sanctions Laws or (C) otherwise in violation of any U.S. Economic Sanctions Laws; (cB) To the Company’s actual knowledge after making due inquirywill be used, neither the Company nor any Controlled Entity (i) is under investigation by any Governmental Authority fordirectly or indirectly, in violation of, or has been charged with, or convicted cause the Purchaser to be in violation of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws.; or (dC) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of making any improper payments payments, including bribes, to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, commercial counterparty in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to , in each case which would be in violation of, or cause the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue Purchaser to be in compliance with all violation of, any applicable current and future antiAnti-corruption laws and regulationsCorruption Laws.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, of directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”)., (b) No part of the proceeds from the sale Letters of the Notes Credit hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Entity, in connection with any investment in, in or any transactions or dealings with, any Blocked Person. (c) To the Company’s actual knowledge after making due inquiryknowledge, neither the Company nor any Controlled Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance in all Material respects with all Material applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale Letters of the Notes Credit hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, assuming in all cases that such act applies to the Obligors. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.. UTi Worldwide Inc. Letter of Credit Agreement

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Affiliated Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (xA) any OFAC Listed Person or (yB) any Person, entity, organization, foreign the government of a country or regime that is subject to any OFAC Sanctions Program comprehensive U.S. economic sanctions administered by OFAC, currently Iran, Sudan, Cuba and Syria (each OFAC Listed Person and each other Person, entity, organization and government of a country entity described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Affiliated Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Company’s actual knowledge after making due inquiry, neither the Company nor any Controlled Affiliated Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) ), to ensure that the Company and each Controlled Affiliated Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any (i) governmental official or official, employee, agent or representative, (ii) political party, official or official, employee, agent or representative of a political party, (iii) candidate for political office, (iv) official, employee, agent or representative of any public international organization, (v) any entity affiliated with a government, governmental official, employee, agent or representative, political party, candidate for political office, official of any office or public international organization organization, or (vi) anyone else acting in an official capacity, in any case for the purpose of influencing an act or decision made in an official capacity, or inducing the use of influence in order to obtain, obtain or retain or business or any business advantage or to direct business or obtain to any improper advantageother Person. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) ), to ensure that the Company and each Controlled Affiliated Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor No Obligor or any Controlled Entity is Subsidiary is: (i) a Person person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or ); (ii) a person that is otherwise a sanctions target of the OFAC sanctions programmes or any other sanctions programmes administered by the United Nations, the European Union or the New Zealand government; or (iii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, : (xA) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime person that is otherwise a sanctions target; or (B) the government of a country subject to any comprehensive U.S. economic sanctions administered by OFAC Sanctions Program (currently Iran, Sudan, Cuba, Myanmar, Syria and North Korea) or administered by the United Nations, the European Union or the New Zealand government (each OFAC Listed Person and each other Person, entity, organization and government of a country entity described in clause (ii) and (iii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes any Advance hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company any Obliger or indirectly through any Controlled EntitySubsidiary, in connection with any investment in, or any transactions or dealings with, in any Blocked Person. (c) To the Company’s Obligors' actual knowledge after making due inquiry, neither the Company no Obliger nor any Controlled Entity Subsidiary: (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), ; (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or Laws; or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes any Advance hereunder will be used, directly or indirectly, used by the Obliger for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization organisation or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to the circumstances . (e) No Obliger will, or will permit any Subsidiary to: (i) become an OFAC Listed Person; or (ii) have any investment in any event as required by applicable law) Blocked Person where such investments could reasonably be expected to ensure that result in any Lender being in violation of the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulationsregulations referred in Section 5.16(a) TWEA, Section 1 of the Anti- Terrorism Order or the USA Patriot Act (as the same may be amended from time to time, or any successor or supplemental laws or regulations of similar substance).

Foreign Assets Control Regulations, Etc. (ai) Neither the Company Borrower nor the Servicer nor any Controlled Entity Affiliate of any of them is (iA) a Person person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (iiB) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Personperson, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Personperson, entity, organization and government of a country described in clause (iiB), a “Blocked Person”). (bii) No part of the proceeds from the sale of Advances issued hereunder, under the Notes hereunder Second Amended and Restated Loan Agreement, under the Amended and Restated Loan Agreement or under the Original Loan Agreement constituted or constitutes or will constitute funds obtained on behalf of any Blocked Person or was used or will otherwise be used, directly by the Company Borrower or indirectly through by the Borrower, the Servicer, the Parent or any Controlled Entity, Affiliate of any of them in connection with any investment in, or or, to the Borrower’s actual knowledge, any transactions or dealings with, any Blocked Person. (ciii) To the CompanyBorrower’s actual knowledge after making due inquiryknowledge, neither none of the Company nor Borrower, the Parent, the Servicer or any Controlled Entity Affiliate of any of them (iA) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law Applicable Law (collectively, “Anti-Money Laundering Laws”), (iiB) has been assessed civil penalties under any Anti-Money Laundering Laws or (iiiC) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company Borrower has taken reasonable measures appropriate to the circumstances (in any event as circumstances, to the extent, if any, required by applicable law) Applicable Law, to ensure that the Company Borrower and each Controlled Entity Affiliate thereof is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (div) No part of the proceeds from the sale of the Notes Advances funded hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company Borrower has taken reasonable measures appropriate to the circumstances (in any event as circumstances, to the extent, if any, required by applicable law) Applicable Law, to ensure that the Company Borrower and each Controlled Entity Affiliate thereof is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Entity, in connection with any investment investments in, or any transactions or dealings with, any Blocked Person. (c) To the Company’s actual knowledge after making due inquiry, neither the Company nor any Controlled Entity (i) is under investigation by any Governmental Authority for, or has been charged charged, with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither None of the Company Parent Guarantor nor any Subsidiary or Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) OFAC (an “OFAC Listed Person”), (ii) a Person that is otherwise a sanctions target of the OFAC sanctions programs or (iiiii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or Person that is otherwise a sanctions target or (y) any Person, entity, organization, foreign the government of a country or regime that is subject to any OFAC Sanctions Program comprehensive U.S. economic sanctions administered by OFAC, currently Belarus, Burma, Congo, Cuba, Iran, Ivory Coast, Lebanon, Libya, North Korea, Somalia, Sudan, Syria and Zimbabwe (each OFAC Listed Person and each other Person, entity, organization and government of a country entity described in clause (ii) and (iii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Series 2012-A Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly by or through the Parent Guarantor or any Subsidiary or Controlled Entity, in connection with any investment in, or any transactions or dealings with, any Blocked PersonPerson or for investment in the Iranian military or energy sector (as defined in Section 211(1) of CISADA). (c) To the Company’s and the Parent Guarantor’s actual knowledge after making due inquiry, neither the Company Parent Guarantor nor any Subsidiary or Controlled Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Parent Guarantor and the Company has have taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) ), to ensure that the Parent Guarantor, the Company and each of their respective Subsidiaries and Controlled Entity Entities is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Parent Guarantor and the Company has have taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) ), to ensure that the Parent Guarantor, the Company and each of their respective Subsidiaries and Controlled Entity Entities is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulationsregulations applicable to it.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Affiliated Entity is (i) is a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, Control of the U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or ), (ii) knowingly engages in any dealings or transactions with any such OFAC Listed Person, or (iii) is a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (xA) any OFAC Listed Person or (yB) any Person, entity, organization, foreign the government of a country or regime that is subject to any OFAC Sanctions Program comprehensive U.S. economic sanctions administered by OFAC, currently Iran, Sudan, Cuba, Burma, Syria and North Korea (each OFAC Listed Person and each other Person, entity, organization and government of a country entity described in clause (iiiii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Affiliated Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Company’s actual knowledge after making due inquiry, neither Neither the Company nor any Controlled Affiliated Entity (i) is under investigation by any Governmental Authority governmental authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws Laws, or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) ), to ensure that the Company and each Controlled Affiliated Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantageadvantage in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) ), to ensure that the Company and each Controlled Affiliated Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (ai) Neither the Company Borrower nor the Servicer nor any Controlled Entity Affiliate of any of them is (iA) a Person person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (iiB) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Personperson, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Personperson, entity, organization and government of a country described in clause (iiB), a “Blocked Person”). (bii) No part of the proceeds from the sale of Advances issued hereunder, under the Notes hereunder Existing Loan Agreement‎, under the Second Amended and Restated Loan Agreement, under the Amended and Restated Loan Agreement or under the Original Loan Agreement constituted or constitutes or will constitute funds obtained on behalf of any Blocked Person or was used or will otherwise be used, directly by the Company Borrower or indirectly through by the Borrower, the Servicer, the Parent or any Controlled Entity, Affiliate of any of them in connection with any investment in, or or, to the Borrower’s actual knowledge, any transactions or dealings with, any Blocked Person. (ciii) To the CompanyBorrower’s actual knowledge after making due inquiryknowledge, neither none of the Company nor Borrower, the Parent, the Servicer or any Controlled Entity Affiliate of any of them (iA) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law Applicable Law (collectively, “Anti-Money Laundering Laws”), (iiB) has been assessed civil penalties under any Anti-Money Laundering Laws or (iiiC) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company Borrower has taken reasonable measures appropriate to the circumstances (in any event as circumstances, to the extent, if any, required by applicable law) Applicable Law, to ensure that the Company Borrower and each Controlled Entity Affiliate thereof is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (div) No part of the proceeds from the sale of the Notes Advances funded hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company Borrower has taken reasonable measures appropriate to the circumstances (in any event as circumstances, to the extent, if any, required by applicable law) Applicable Law, to ensure that the Company Borrower and each Controlled Entity Affiliate thereof is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity of its Subsidiaries is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign the government of a country or regime that is subject to any OFAC Sanctions Program comprehensive U.S. economic sanctions administered by OFAC, currently Iran, Sudan, Cuba, Burma, Syria and North Korea (each OFAC Listed Person and each other Person, entity, organization and government of a country entity described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes Loans hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Entityof its Subsidiaries, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Company’s actual knowledge after making due inquiry, neither the Company nor any Controlled Entity of its Subsidiaries (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) Law), to ensure that the each of the Company and each Controlled Entity of its Affiliates is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale Loans hereunder, and no Letter of the Notes hereunder Credit issued hereunder, will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) Law), to ensure that each of the Company and each Controlled Entity of its Subsidiaries is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Affiliated Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Affiliated Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Company’s actual knowledge after making due inquiry, neither the Company nor any Controlled Affiliated Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Affiliated Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone any one else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Affiliated Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Affiliated Entity is (i) a Person whose name appears on the list of Specially Designated Nationals National and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Affiliated Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Company’s actual knowledge after making due inquiry, neither the Company nor any Controlled Affiliated Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Affiliated Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international intentional organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. , The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Affiliated Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.” 1.5 Section 5.22 is amended and restated, as follows:

Foreign Assets Control Regulations, Etc. (a) Neither the Company any Obligor nor any Controlled Entity is (i) is a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“"OFAC”") (an “"OFAC Listed Person”") or (ii) is a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “"Blocked Person”)") or (iii) has any investments in, or knowingly (as such term is defined in Section 101(6) of CISADA) engages in any dealings or transactions with, any Blocked Person. (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company Obligors or indirectly through any Controlled Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Company’s Obligors' actual knowledge after making due inquiry, neither the Company any Obligor nor any Controlled Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “"Anti-Money Laundering Laws”"), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has Obligors have taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company each Obligor and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has Obligors have taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company each Obligor and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Entity, in connection with any investment investments in, or any transactions or dealings with, any Blocked Person. (c) To the Company’s actual knowledge after making due inquiryknowledge, neither the Company nor any Controlled Entity (i) is under investigation by any Governmental Authority for, or has been charged charged, with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event in all material respects as required by applicable law) to ensure to the extent necessary that the Company and each Controlled Entity is and will continue to be in compliance in all material respects with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantageadvantage in violation of applicable law. The Company has taken reasonable measures appropriate to the circumstances (in any event in all material respects as required by applicable law) to the extent necessary to ensure that the Company and each Controlled Entity is and will continue to be in compliance in all material respects with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each HOU03:1289851 #PageNum# other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Entity, in connection with any investment investments in, or any transactions or dealings with, any Blocked Person. (c) To the Company’s actual knowledge after making due inquiry, neither the Company nor any Controlled Entity (i) is under investigation by any Governmental Authority for, or has been charged charged, with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Affiliated Entity is (i) is a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, Control of the U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or ), (ii) engages in any dealings or transactions with any such OFAC Listed Person, or (iii) is a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (xA) any OFAC Listed Person or (yB) any Person, entity, organization, foreign the government of a country or regime that is subject to any OFAC Sanctions Program comprehensive U.S. economic sanctions administered by OFAC, currently Iran, Sudan, Cuba, Burma, Syria and North Korea (each OFAC Listed Person and each other Person, entity, organization and government of a country entity described in clause (iiiii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Affiliated Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Company’s actual knowledge after making due inquiry, neither the Company nor any Controlled Affiliated Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) ), to ensure that the Company and each Controlled Affiliated Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity Affiliate is (i) a Person whose name appears on the list of Specially Specifically Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign the government of a country or regime that is subject to any comprehensive U.S. economic sanctions administered by OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country entity described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled EntityAffiliate, in connection with any investment in, or any transactions or dealings with, any Blocked PersonPerson where such investments, transactions or dealings could reasonably be expected to cause the purchase, holdings or receipt of any payment or exercise of any rights in respect of any Note by the holder thereof to be subject to any sanctions under, or in violation of, any law or regulation applicable to such holder. (c) To the Companyany Responsible Officer’s actual knowledge after making due inquiry, neither the Company nor any Controlled Entity Affiliate (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) ), to ensure that the Company and each Controlled Entity Affiliate is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor No Transaction Party or any Controlled Entity Subsidiary thereof or any Member or any Subsidiary thereof is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”), (ii) a Person officially sanctioned by the government of the United States or Australia pursuant to any AML / Anti-Terrorism Laws (an “AML / Anti-Terrorism Law Listed Person” and, together with any OFAC Listed Person, a “Listed Person”) or (iiiii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Personcountry, entity, organization, foreign country government or regime that is subject to any OFAC Sanctions Program (a “Restricted Country”, and each OFAC Listed Person and each other PersonRestricted Country, entity, organization individually and government of a country described in clause (ii)collectively, a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through by a Transaction Party or any Subsidiary thereof, any Member or any Subsidiary thereof or any Person Controlled Entityby a Transaction Party or any Member, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the CompanyObligor’s actual knowledge after making due inquiry, neither the Company nor no Transaction Party or any Controlled Entity Subsidiary thereof or any Member or any Subsidiary thereof (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, laundering or terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “AML / Anti-Money Laundering Terrorism Laws”), (ii) has been assessed civil penalties under any AML / Anti-Money Laundering Terrorism Laws or (iii) has had any of its funds seized or forfeited in an action under any AML / Anti-Money Laundering Terrorism Laws. The Company Each Transaction Party, each Subsidiary thereof, each Member and each Subsidiary thereof has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity such Person is and will continue to be in compliance with all applicable current and future AML / Anti-Money Laundering Terrorism Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to improperly obtain, retain or direct business or obtain any improper advantage. The Company Each Transaction Party, each Subsidiary thereof, each Member and each Subsidiary thereof has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity such Person is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company Corporation nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). Neither the Corporation nor any Controlled Entity is engaged in any activity that could subject any holder to sanctions under CISADA or under any applicable state law that imposes sanctions on Persons that do business with Iran or any other country that is subject to an OFAC Sanctions Program. (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company Corporation or indirectly through any Controlled Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the CompanyCorporation’s actual knowledge after making due inquiry, neither the Company Corporation nor any Controlled Entity (i) is under investigation by any Governmental Authority Governmental/Judicial Body for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company Corporation has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company Corporation and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantageadvantage in violation of applicable law. The Company Corporation has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company Corporation and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations. (e) Neither the Corporation nor any Controlled Entity is (i) a Person described or designated under the provisions of the Special Economic Measures Act (Canada) or the United Nations Act (Canada), or any associated regulations (each a “Canadian Sanctions Designated Person”), (ii) knowingly engages in any dealings or transactions with any Canadian Sanctions Designated Person, or (iii) knowingly is in possession or control of any property or entity that is owned or controlled by a Canadian Sanctions Designated Person.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each Program(each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Company’s actual knowledge after making due inquiry, neither the Company nor any Controlled Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantageadvantage in violation of any applicable anti-corruption law or regulation. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Company’s actual knowledge after making due inquiry, neither the Company nor any Controlled Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) law to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper illegal payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) law to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (ai) Neither the Company Borrower nor the Servicer nor any Controlled Entity Affiliate of any of them is (iA) a Person person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (iiB) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Personperson, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Personperson, entity, organization and government of a country described in clause (iiB), a “Blocked Person”). (bii) No part of the proceeds from the sale of Advances issued hereunder, under the Notes hereunder Third Amended and Restated Loan Agreement, under the Second Amended and Restated Loan Agreement, under the Amended and Restated Loan Agreement or under the Original Loan Agreement constituted or constitutes or will constitute funds obtained on behalf of any Blocked Person or was used or will otherwise be used, directly by the Company Borrower or indirectly through by the Borrower, the Servicer, the Parent or any Controlled Entity, Affiliate of any of 96324738v.8 them in connection with any investment in, or or, to the Borrower’s actual knowledge, any transactions or dealings with, any Blocked Person. (ciii) To the CompanyBorrower’s actual knowledge after making due inquiryknowledge, neither none of the Company nor Borrower, the Parent, the Servicer or any Controlled Entity Affiliate of any of them (iA) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law Applicable Law (collectively, “Anti-Money Laundering Laws”), (iiB) has been assessed civil penalties under any Anti-Money Laundering Laws or (iiiC) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company Borrower has taken reasonable measures appropriate to the circumstances (in any event as circumstances, to the extent, if any, required by applicable law) Applicable Law, to ensure that the Company Borrower and each Controlled Entity Affiliate thereof is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (div) No part of the proceeds from the sale of the Notes Advances funded hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company Borrower has taken reasonable measures appropriate to the circumstances (in any event as circumstances, to the extent, if any, required by applicable law) Applicable Law, to ensure that the Company Borrower and each Controlled Entity Affiliate thereof is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Affiliated Entity is (i) a Person whose name appears on the list of Specially Designated Nationals National and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Affiliated Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Company’s actual knowledge after making due inquiry, neither the Company nor any Controlled Affiliated Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Affiliated Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international intentional organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Affiliated Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (ai) Neither the Company No Obligor nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). (bii) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through Obligor nor any Controlled Entity, in connection with Entity has any investment investments in, or engages in any dealings or transactions or dealings with, any Blocked Person.Person where such investments, dealings or transactions would cause the purchase, holding, or receipt of any payment or exercise of any rights in respect of, any Note by the holder thereof to be in violation of any of the laws or regulations identified in this paragraph 9K. (ciii) To the Company’s actual knowledge of the Obligors after making due inquiry, neither the Company no Obligor nor any Controlled Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company Each Obligor has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company such Obligor and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (div) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company Each Obligor has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company such Obligor and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) or a Person that is otherwise subject to an OFAC Sanctions Program (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Series 2012A Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Entity, in connection with any investment in, or any transactions or dealings with, any Blocked PersonPerson or for investment in the Iranian energy sector (as defined in Section 201 (1) of CISADA). (c) To the Company’s actual knowledge after making due inquiry, neither the Company nor any Controlled Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Series 2012A Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) or a Person that is otherwise subject to an OFAC Sanctions Program (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Entity, in connection with any investment in, or any transactions or dealings with, any Blocked PersonPerson or for investment in the Iranian energy sector (as defined in Section 201 (1) of CISADA). (c) To the Company’s actual knowledge after making due inquiry, neither the Company nor any Controlled Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper illegal payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantageadvantage or for investment in the Iranian energy sector (as defined in Section 201 (1) of CISADA). The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.. The Laclede Group, Inc. Note Purchase Agreement

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Affiliated Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Affiliated Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Company’s actual knowledge after making due inquiry, neither the Company nor any Controlled Affiliated Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Affiliated Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone any one else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantageadvantage in contravention of existing anti-corruption laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Affiliated Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations. (e) Neither the Company nor any Affiliated Entity (i) is a Person described or designated under the provisions of the Special Economic Measures Act (Canada) or the United Nations Act (Canada), or any associated anti-money laundering and anti-terrorism laws and regulations in effect in Canada (each a “Canadian Sanctions Designated Person”), (ii) knowingly engages in any dealings or transactions with any Canadian Sanctions Designated Person that are restricted or prohibited under the statutes or regulations described in Section 5.16(e)(i), or (iii) knowingly is in possession or control of any property or entity that is owned or controlled by a Canadian Sanctions Designated Person.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, of directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). , (b) No part of the proceeds from the sale Letters of the Notes Credit hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Entity, in connection with any investment in, in or any transactions or dealings with, any Blocked Person. . (c) To the Company’s actual knowledge after making due inquiryknowledge, neither the Company nor any Controlled Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance in all Material respects with all Material applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale Letters of the Notes Credit hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, assuming in all cases that such act applies to the Obligors. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.. 18 UTi Worldwide Inc. Letter of Credit Agreement

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Affiliated Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Affiliated Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Company’s actual knowledge after making due inquiry, neither the Company nor any Controlled Affiliated Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Affiliated Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone any one else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantageadvantage in violation of applicable anti-corruption laws and regulations. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Affiliated Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity is Subsidiary (i) is a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) is a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”)) or (iii) has any investments in, or engages in any dealings or transactions with, any Blocked Person. (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled EntitySubsidiary, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Company’s actual knowledge after making due inquiry, neither the Company nor any Controlled Entity Subsidiary (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Affiliated Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, by the Company or any Subsidiary for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone any one else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity Subsidiary is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company Obligors nor any Controlled Entity is Subsidiary (i) is a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) is a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”)) or (iii) has any investments in, or engages in any dealings or transactions with, any Blocked Person. (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company Obligors or indirectly through any Controlled EntitySubsidiary, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Companyeach Obligor’s actual knowledge after making due inquiry, neither the Company Obligors nor any Controlled Entity Subsidiary (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has Obligors have taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company Obligors and each Controlled Entity Subsidiary is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone any one else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company Obligors and each Controlled Entity Subsidiary is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (ai) Neither the Company nor any Controlled Affiliated Entity is (ia) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (iib) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign the government of a country or regime that is subject to any OFAC Sanctions Program comprehensive U.S. economic sanctions administered by OFAC, currently Iran, Sudan, Cuba, Burma, Syria and North Korea (each OFAC Listed Person and each other Person, entity, organization and government of a country entity described in clause (iib), a “Blocked Person”). (bii) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Affiliated Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (ciii) To the Company’s actual knowledge after making due inquiryof the chief executive officer and the Responsible Officers of the Company, neither the Company nor any Controlled Affiliated Entity (ia) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (iib) has been assessed civil penalties under any Anti-Money Laundering Laws or (iiic) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (div) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to , in violation of the circumstances (in any event United States Foreign Corrupt Practices Act of 1977, as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulationsamended.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Company’s actual knowledge after making due internal corporate inquiry, neither the Company nor any Controlled Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity (i) is (iA) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (iiB) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (iiB), a “Blocked Person”), or (ii) has been notified that its name appears or may in the future appear on a State Sanctions List or that it is a target of sanctions imposed by the United Nations or the European Union. (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Entity, (i) in connection with any investment in, or any transactions or dealings other transaction with, any Blocked Person, or (ii) for any purpose that would cause any Purchaser to be in violation of any U.S. Economic Sanctions Laws. (c) To the Company’s actual knowledge after making due inquiry, neither the Company nor any Controlled Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, (A) money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), or (B) violating any applicable U.S. Economic Sanctions Laws, (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or U.S. Economic Sanctions Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to the circumstances (, in each case in violation of any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and or regulations.. DB1/ 87639059.10

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity of its Affiliates is (i) a Person whose name appears on the list of Specially Designated Nationals National and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“"OFAC”") (an “"OFAC Listed Person”") or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any sanctions program administered by OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “"Blocked Person”"). (b) No part of the proceeds from the sale of the Notes hereunder Loans constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Entityof its Affiliates, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Company’s 's actual knowledge after making due inquiry, neither the Company nor any Controlled Entity of its Affiliates (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “"Anti-Money Laundering Laws”"), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is of its Affiliates are and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder Loans will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is of its Affiliates are and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each Program(each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes MRP Shares hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Company’s actual knowledge after making due inquiry, neither the Company nor any Controlled Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes MRP Shares hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantageadvantage in violation of any applicable anti‑corruption law or regulation. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.. Tortoise Pipeline & Energy Fund, Inc. Securities Purchase Agreement

Foreign Assets Control Regulations, Etc. (ai) Neither the Company Guarantor nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). (bii) No part of Neither the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through Guarantor nor any Controlled Entity, in connection with Entity has any investment investments in, or engages in any dealings or transactions or dealings with, any Blocked PersonPerson where such investments, dealings or transactions would cause the receipt of any payment or exercise of any rights in respect of, this Guaranty by any holder of Notes to be in violation of any of the laws or regulations identified in this Section 3.12. (ciii) To the CompanyGuarantor’s actual knowledge after making due inquiry, neither the Company Guarantor nor any Controlled Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company Guarantor has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company Guarantor and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (div) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company Guarantor has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company Guarantor and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Affiliated Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign the government of a country or regime that is subject to any OFAC Sanctions Program comprehensive U.S. economic sanctions administered by OFAC, currently Iran, Sudan, Cuba, Burma, Syria and North Korea (each OFAC Listed Person and each other Person, entity, organization and government of a country entity described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Affiliated Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Company’s actual knowledge after making due inquiry, neither the Company nor any Controlled Affiliated Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) ), to ensure that the Company and each Controlled Affiliated Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) ), to ensure that the Company and each Controlled Affiliated Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company Borrower nor any Controlled Entity Affiliates is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company Borrower or indirectly through any Controlled EntityAffiliate, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the CompanyBorrower’s actual knowledge after making due inquiryknowledge, neither the Company Borrower nor any Controlled Entity Affiliate (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-terrorist related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company Borrower has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company Borrower and each Controlled Entity Affiliate is and will continue to be in compliance in all Material respects with all Material applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, assuming in all cases that such Act applies to the Obligors. The Company Borrower has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company Borrower and each Controlled Entity Affiliate is and will continue to be in compliance with all applicable current and future anti-anti corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Affiliated Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) or a Person that is otherwise subject to an OFAC Sanctions Program (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Affiliated Entity, in connection with any investment in, or any transactions or dealings with, any Blocked Person. (c) To the Company’s actual knowledge after making due inquiryinquiry in accordance with its current practice, neither the Company nor any Controlled Affiliated Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Affiliated Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (d) No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone any one else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Affiliated Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity is (i) None of the Borrower, the Predecessor Parent Pledgor, the Parent Pledgors, the Portfolio Manager or the Guarantor nor any Affiliate of any of them or of Imperial is (A) a Person person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (iiB) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Personperson, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Personperson, entity, organization and government of a country described in clause (iiB), a “Blocked Person”). (bii) No part of the proceeds from the sale of Advances issued hereunder or under the Notes hereunder Original Agreement constituted or constitutes or will constitute funds obtained on behalf of any Blocked Person or was used or will otherwise be used, directly or indirectly by the Company Borrower, the Parent Pledgors, the Predecessor Parent Pledgor, the Initial Servicer, the Portfolio Manager, the Initial Portfolio Manager, Imperial, the Guarantor or indirectly through any Controlled EntityAffiliate of any of them, in connection with any investment in, or or, to the Borrower’s actual knowledge, any transactions or dealings with, any Blocked Person. (ciii) To the CompanyBorrower’s actual knowledge after making due inquiryknowledge, neither none of the Company nor Borrower, the Parent Pledgors, the Predecessor Parent Pledgor, the Portfolio Manager, the Guarantor, Imperial or any Controlled Entity Affiliate of any of them (iA) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law Applicable Law (collectively, “Anti-Money Laundering Laws”), (iiB) has been assessed civil penalties under any Anti-Money Laundering Laws or (iiiC) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company Borrower has taken reasonable measures appropriate to the circumstances (in any event as circumstances, to the extent, if any, required by applicable law) Applicable Law, to ensure that the Company Borrower and each Controlled Entity Affiliate thereof is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (div) No part of the proceeds from the sale of the Notes Advances funded hereunder were used or will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company Borrower has taken reasonable measures appropriate to the circumstances (in any event as circumstances, to the extent, if any, required by applicable law) Applicable Law, to ensure that the Company Borrower and each Controlled Entity Affiliate thereof is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) or a Person that is otherwise subject to an OFAC Sanctions Program (an “OFAC Listed Person”) or (ii) a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or regime that is subject to any OFAC Sanctions Program (each OFAC Listed Person and each other Person, entity, organization and government of a country described in clause (ii), a “Blocked Person”). (b) No part of the proceeds from the sale of the Notes Bonds hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Company or indirectly through any Controlled Entity, in connection with any investment in, or any transactions or dealings with, any Blocked PersonPerson or for investment in the Iranian energy sector (as defined in Section 201 (1) of CISADA). (c) To the Company’s actual knowledge after making due inquiry, neither the Company nor any Controlled Entity (i) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, “Anti-Money Laundering Laws”), (ii) has been assessed civil penalties under any Anti-Money Laundering Laws or (iii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws.. Table of Contents (d) No part of the proceeds from the sale of the Notes Bonds hereunder will be used, directly or indirectly, for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organization or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage. The Company has taken reasonable measures appropriate to the circumstances (in any event as required by applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.