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

Foreign Assets Control Regulations, Etc. (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 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 (B) 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 (B), a “Blocked Person”). (ii) No part of the proceeds from the 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 Borrower, the Parent, either Seller, the Portfolio Administrator, Imperial, the Guarantor or any Affiliate of any of them, in connection with any investment in, or, to the Borrower’s actual knowledge, any transactions or dealings with, any Blocked Person. (iii) To the Borrower’s actual knowledge, none of the Borrower, the Parent, either Seller, the Portfolio Administrator, the Guarantor, Imperial or any Affiliate of any of them (A) 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”), (B) has been assessed civil penalties under any Anti-Money Laundering Laws or (C) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Borrower has taken reasonable measures appropriate to the circumstances, to the extent, if any, required by Applicable Law, to ensure that the Borrower and each Affiliate thereof is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (iv) No part of the proceeds from 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 Borrower has taken reasonable measures appropriate to the circumstances, to the extent, if any, required by Applicable Law, to ensure that the Borrower and each 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) 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 (Bii) 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 (Bii), a “Blocked Person”). (iib) No part of the proceeds from the Advances made sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly or indirectly by the Borrower, the Parent, either Seller, the Portfolio Administrator, Imperial, the Guarantor Company or any Affiliate of any of themindirectly, in connection with any investment in, or, to the Borrower’s actual knowledge, or any transactions or dealings with, any Blocked Person. (iiic) To the BorrowerCompany’s actual knowledge, none of neither the Borrower, the Parent, either Seller, the Portfolio Administrator, the Guarantor, Imperial or Company nor any Affiliate of any of them Controlled Entity (Ai) 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”), (Bii) has been assessed civil penalties under any Anti-Money Laundering Laws or (Ciii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Borrower Company has taken reasonable such measures appropriate to the circumstances, to the extent, if any, as are required by Applicable Law, applicable law to ensure that the Borrower Company and each Affiliate thereof Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (ivd) No part of the proceeds from Advances funded 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 Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that the Borrower Company and each Affiliate thereof 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) 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 (Bii) 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 (Bii), a “Blocked Person”). (iib) No part of the proceeds from the Advances made 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 by the Borrower, the Parent, either Seller, the Portfolio Administrator, Imperial, the Guarantor or through any Affiliate of any of themControlled Entity, in connection with any investment in, or, to the Borrower’s actual knowledge, or any transactions or dealings with, any Blocked Person. (iiic) To the BorrowerCompany’s actual knowledgeknowledge after making due inquiry, none of neither the Borrower, the Parent, either Seller, the Portfolio Administrator, the Guarantor, Imperial or Company nor any Affiliate of any of them Controlled Entity (Ai) 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”), (Bii) has been assessed civil penalties under any Anti-Money Laundering Laws or (Ciii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Borrower has taken reasonable measures appropriate to the circumstances, to the extent, if any, required by Applicable Law, to ensure that the Borrower and each Affiliate thereof is and will continue to be in compliance with all applicable current and future Anti-Anti- Money Laundering Laws. (ivd) No part of the proceeds from Advances funded 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 Borrower has taken reasonable measures appropriate to advantage in violation of the circumstancesUnited States Foreign Corrupt Practice Act of 1977, to the extentas amended, if any, required by Applicable Law, to ensure that the Borrower and each Affiliate thereof is and will continue to be in compliance with all or any other applicable current and future anti-corruption laws and regulationslaw.

Foreign Assets Control Regulations, Etc. (a) Neither the Fund 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 (Bii) 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 Program(each OFAC Listed Person and each other personPerson, entity, organization and government of a country described in clause (Bii), a “Blocked Person”). (iib) No part of the proceeds from the Advances made 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 Fund or indirectly by the Borrower, the Parent, either Seller, the Portfolio Administrator, Imperial, the Guarantor or through any Affiliate of any of themControlled Entity, in connection with any investment in, or, to the Borrower’s actual knowledge, or any transactions or dealings with, any Blocked Person. (iiic) To the BorrowerFund’s actual knowledgeknowledge after making due inquiry, none of neither the Borrower, the Parent, either Seller, the Portfolio Administrator, the Guarantor, Imperial or Fund nor any Affiliate of any of them Controlled Entity (Ai) 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”), (Bii) has been assessed civil penalties under any Anti-Money Laundering Laws or (Ciii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Borrower Fund has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that the Borrower Fund and each Affiliate thereof 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 (ivd) No part of the proceeds from Advances funded 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 Borrower Fund has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that the Borrower Fund and each Affiliate thereof 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 Affiliated 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 (Bii) 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 (Bii), a “Blocked Person”). (iib) No part of the proceeds from the Advances made 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 by the Borrower, the Parent, either Seller, the Portfolio Administrator, Imperial, the Guarantor or through any Affiliate of any of themAffiliated Entity, in connection with any investment in, or, to the Borrower’s actual knowledge, or any transactions or dealings with, any Blocked Person. (iiic) To the BorrowerCompany’s actual knowledgeknowledge after making due inquiry, none of neither the Borrower, the Parent, either Seller, the Portfolio Administrator, the Guarantor, Imperial or Company nor any Affiliate of any of them Affiliated Entity (Ai) 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”), (Bii) has been assessed civil penalties under any Anti-Money Laundering Laws or (Ciii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that the Borrower Company and each Affiliate thereof Affiliated Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (ivd) No part of the proceeds from Advances funded 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 Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that the Borrower Company and each Affiliate thereof 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. (i) None of Neither the Borrower, Borrower nor the Parent, either Seller, the Portfolio Administrator or the Guarantor Servicer nor any Affiliate of any of them or of Imperial is (A) 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 (B) 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 (B), a “Blocked Person”). (ii) No part of the proceeds from the Advances made hereunder issued hereunder, 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 Borrower or indirectly by the Borrower, the Parent, either SellerServicer, the Portfolio Administrator, Imperial, the Guarantor Parent or any Affiliate of any of them, them in connection with any investment in, or, to the Borrower’s actual knowledge, any transactions or dealings with, any Blocked Person. (iii) To the Borrower’s actual knowledge, none of the Borrower, the Parent, either Seller, the Portfolio Administrator, the Guarantor, Imperial Servicer or any Affiliate of any of them (A) 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”), (B) has been assessed civil penalties under any Anti-Money Laundering Laws or (C) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Borrower has taken reasonable measures appropriate to the circumstances, to the extent, if any, required by Applicable Law, to ensure that the Borrower and each Affiliate thereof is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (iv) No part of the proceeds from 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 Borrower has taken reasonable measures appropriate to the circumstances, to the extent, if any, required by Applicable Law, to ensure that the Borrower and each 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. (i) None of Neither the Borrower, Borrower nor the Parent, either Seller, the Portfolio Administrator or the Guarantor Servicer nor any Affiliate of any of them or of Imperial is (A) 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 (B) 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 (B), a “Blocked Person”). (ii) No part of the proceeds from the Advances made hereunder issued hereunder, under the 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 Borrower or indirectly by the Borrower, the Parent, either SellerServicer, the Portfolio Administrator, Imperial, the Guarantor Parent or any Affiliate of any of them, them in connection with any investment in, or, to the Borrower’s actual knowledge, any transactions or dealings with, any Blocked Person. (iii) To the Borrower’s actual knowledge, none of the Borrower, the Parent, either Seller, the Portfolio Administrator, the Guarantor, Imperial Servicer or any Affiliate of any of them (A) 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”), (B) has been assessed civil penalties under any Anti-Money Laundering Laws or (C) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Borrower has taken reasonable measures appropriate to the circumstances, to the extent, if any, required by Applicable Law, to ensure that the Borrower and each Affiliate thereof is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (iv) No part of the proceeds from 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 Borrower has taken reasonable measures appropriate to the circumstances, to the extent, if any, required by Applicable Law, to ensure that the Borrower and each Affiliate thereof is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations.or

Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any Affiliated 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 (Bii) 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 (Bii), a “Blocked Person”). (iib) No part of the proceeds from the Advances made 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 by the Borrower, the Parent, either Seller, the Portfolio Administrator, Imperial, the Guarantor or through any Affiliate of any of themAffiliated Entity, in connection with any investment in, or, to the Borrower’s actual knowledge, or any transactions or dealings with, any Blocked Person. (iiic) To the BorrowerCompany’s actual knowledgeknowledge after making due inquiry, none of neither the Borrower, the Parent, either Seller, the Portfolio Administrator, the Guarantor, Imperial or Company nor any Affiliate of any of them Affiliated Entity (Ai) 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”), (Bii) has been assessed civil penalties under any Anti-Money Laundering Laws or (Ciii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Lawapplicable law), to ensure that the Borrower Company and each Affiliate thereof Affiliated Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (ivd) No part of the proceeds from Advances funded 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 Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Lawapplicable law), to ensure that the Borrower Company and each Affiliate thereof 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 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 (Bii) 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 (Bii), a “Blocked Person”). (iib) No part of the proceeds from the Advances made Cash Draw Facility Loans and Letters of 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 by the Borrower, the Parent, either Seller, the Portfolio Administrator, Imperial, the Guarantor or through any Affiliate of any of themControlled Entity, in connection with any investment in, or, to the Borrower’s actual knowledge, or any transactions or dealings with, any Blocked Person. (iiic) To the BorrowerCompany’s actual knowledge, none of neither the Borrower, the Parent, either Seller, the Portfolio Administrator, the Guarantor, Imperial or Company nor any Affiliate of any of them Controlled Entity (Ai) 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 applicable law (collectively, “Anti-Money Laundering Laws”), (Bii) has been assessed civil penalties under any Anti-Money Laundering Laws or (Ciii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, required by Applicable Law, circumstances to ensure that the Borrower Company and each Affiliate thereof 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. (ivd) No part of the proceeds from Advances funded the Cash Draw Facility Loans and Letters of 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 Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that the Borrower Company and each Affiliate thereof 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) 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 (Bii) 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 (Bii), a “"Blocked Person”"). (iib) No part of the proceeds from the Advances made sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly or indirectly by the Borrower, the Parent, either Seller, the Portfolio Administrator, Imperial, the Guarantor Company or any Affiliate of any of themindirectly, in connection with any investment in, or, to the Borrower’s actual knowledge, or any transactions or dealings with, any Blocked Person. (iiic) To the Borrower’s Company's actual knowledge, none of neither the Borrower, the Parent, either Seller, the Portfolio Administrator, the Guarantor, Imperial or Company nor any Affiliate of any of them Controlled Entity (Ai) 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”"), (Bii) has been assessed civil penalties under any Anti-Money Laundering Laws or (Ciii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Borrower Company has taken reasonable such measures appropriate to the circumstances, to the extent, if any, as are required by Applicable Law, applicable law to ensure that the Borrower Company and each Affiliate thereof Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (ivd) No part of the proceeds from Advances funded 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 Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that the Borrower Company and each Affiliate thereof 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 Affiliate 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 (Bii) 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 (Bii), a “Blocked Person”). (iib) No part of the proceeds from the Advances made 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 by the Borrower, the Parent, either Seller, the Portfolio Administrator, Imperial, the Guarantor or through any Affiliate of any of themControlled Entity, in connection with any investment in, or, to the Borrower’s actual knowledge, or any transactions or dealings with, any Blocked Person. (iiic) To the BorrowerCompany’s actual knowledgeknowledge after making due inquiry, none of neither the Borrower, the Parent, either Seller, the Portfolio Administrator, the Guarantor, Imperial or Company nor any Affiliate of any of them Controlled Entity (Ai) 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 applicable law (collectively, “Anti-Money Laundering Laws”), (Bii) has been assessed civil penalties under any Anti-Money Laundering Laws or and (Ciii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that the Borrower Company and each Affiliate thereof Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (ivd) No part of the proceeds from Advances funded 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 Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that the Borrower Company and each Affiliate thereof 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 of its Affiliates 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 National and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“"OFAC”") (an “"OFAC Listed Person”") or (Bii) 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 sanctions program administered by OFAC Sanctions Program (each OFAC Listed Person and each other personPerson, entity, organization and government of a country described in clause (Bii), a “"Blocked Person”"). (iib) No part of the proceeds from of the Advances made 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 by the Borrower, the Parent, either Seller, the Portfolio Administrator, Imperial, the Guarantor or any Affiliate of through any of themits Affiliates, in connection with any investment in, or, to the Borrower’s actual knowledge, or any transactions or dealings with, any Blocked Person. (iiic) To the Borrower’s Company's actual knowledgeknowledge after making due inquiry, none of neither the Borrower, the Parent, either Seller, the Portfolio Administrator, the Guarantor, Imperial or any Affiliate of Company nor any of them its Affiliates (Ai) 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”"), (Bii) has been assessed civil penalties under any Anti-Money Laundering Laws or (Ciii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that the Borrower Company and each Affiliate thereof is of its Affiliates are and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (ivd) No part of the proceeds from Advances funded hereunder the 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 Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that the Borrower Company and each Affiliate thereof 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. (i) None of Neither the Borrower, the Parent, either Seller, the Portfolio Administrator or the Guarantor Corporation nor any Affiliate of any of them or of Imperial Controlled Entity (as defined below) (i) is (Aa) 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. 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 (Bc) 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 personPerson, 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 (B)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. (ii) 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 Advances made hereunder sale of the Notes hereunder: (A) constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be usedused by the Corporation or any Controlled Entity, directly or indirectly by the Borrowerindirectly, the Parent, either Seller, the Portfolio Administrator, Imperial, the Guarantor or any Affiliate of any of them, (A) in connection with any investment in, or, to the Borrower’s actual knowledge, 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; (iiiB) To the Borrower’s actual knowledgewill be used, none of the Borrowerdirectly or indirectly, the Parent, either Seller, the Portfolio Administrator, the Guarantor, Imperial or any Affiliate of any of them (A) is under investigation by any Governmental Authority forin 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, “applicable Anti-Money Laundering Laws”), (B) has been assessed civil penalties under any Anti-Money Laundering Laws or ; or (C) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Borrower has taken reasonable measures appropriate to the circumstances, to the extent, if any, required by Applicable Law, to ensure that the Borrower and each Affiliate thereof is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (iv) No part of the proceeds from Advances funded 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 Borrower has taken reasonable measures appropriate to , in each case which would be in violation of, or cause the circumstances, to the extent, if any, required by Applicable Law, to ensure that the Borrower and each Affiliate thereof 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) 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 (Bii) 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 (Bii), a “Blocked Person”). (iib) No part of the proceeds from the Advances made 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 by the Borrower, the Parent, either Seller, the Portfolio Administrator, Imperial, the Guarantor or through any Affiliate of any of themControlled Entity, in connection with any investment in, or, to the Borrower’s actual knowledge, or any transactions or dealings with, any Blocked Person. (iiic) To the BorrowerCompany’s actual knowledgeknowledge after making due internal corporate inquiry, none of neither the Borrower, the Parent, either Seller, the Portfolio Administrator, the Guarantor, Imperial or Company nor any Affiliate of any of them Controlled Entity (Ai) 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”), (Bii) has been assessed civil penalties under any Anti-Money Laundering Laws or (Ciii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that the Borrower Company and each Affiliate thereof Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (ivd) No part of the proceeds from Advances funded 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 Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that the Borrower Company and each Affiliate thereof 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 Affiliated 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”) or a Person that is otherwise subject to an OFAC Sanctions Program (an “OFAC Listed Person”) or (Bii) 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 (Bii), a “Blocked Person”). (iib) No part of the proceeds from the Advances made 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 by the Borrower, the Parent, either Seller, the Portfolio Administrator, Imperial, the Guarantor or through any Affiliate of any of themAffiliated Entity, in connection with any investment in, or, to the Borrower’s actual knowledge, or any transactions or dealings with, any Blocked Person. (iiic) To the BorrowerCompany’s actual knowledge, none of neither the Borrower, the Parent, either Seller, the Portfolio Administrator, the Guarantor, Imperial or Company nor any Affiliate of any of them Affiliated Entity (Ai) 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”), (Bii) has been assessed civil penalties under any Anti-Money Laundering Laws or (Ciii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that the Borrower Company and each Affiliate thereof Affiliated Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (ivd) No part of the proceeds from Advances funded 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 Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that the Borrower Company and each Affiliate thereof 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 Fund 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 (Bii) 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 Program(each OFAC Listed Person and each other personPerson, entity, organization and government of a country described in clause (Bii), a “Blocked Person”). (iib) No part of the proceeds from the Advances made 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 Fund or indirectly by the Borrower, the Parent, either Seller, the Portfolio Administrator, Imperial, the Guarantor or through any Affiliate of any of themControlled Entity, in connection with any investment in, or, to the Borrower’s actual knowledge, or any transactions or dealings with, any Blocked Person. (iiic) To the BorrowerFund’s actual knowledgeknowledge after making due inquiry, none of neither the Borrower, the Parent, either Seller, the Portfolio Administrator, the Guarantor, Imperial or Fund nor any Affiliate of any of them Controlled Entity (Ai) 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”), (Bii) has been assessed civil penalties under any Anti-Money Laundering Laws or (Ciii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Borrower Fund has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that the Borrower Fund and each Affiliate thereof Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (ivd) No part of the proceeds from Advances funded 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 Borrower Fund has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that the Borrower Fund and each Affiliate thereof 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 Borrower nor any Affiliated 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 (Bii) 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 (Bii), a “Blocked Person”). (iib) No part of the proceeds from the Advances made Loan hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by the Borrower or indirectly by the Borrower, the Parent, either Seller, the Portfolio Administrator, Imperial, the Guarantor or through any Affiliate of any of themAffiliated Entity, in connection with any investment in, or, to the Borrower’s actual knowledge, or any transactions or dealings with, any Blocked Person. (iiic) To the Borrower’s actual knowledge, none of neither the Borrower, the Parent, either Seller, the Portfolio Administrator, the Guarantor, Imperial or Borrower nor any Affiliate of any of them Affiliated Entity (Ai) 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”), (Bii) has been assessed civil penalties under any Anti-Money Laundering Laws or (Ciii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Borrower has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Lawapplicable law), to ensure that the Borrower and each Affiliate thereof Affiliated Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (ivd) No part of the proceeds from Advances funded the 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 Borrower has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Lawapplicable law), to ensure that the Borrower and each Affiliate thereof 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 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”) or a Person that is otherwise subject to an OFAC Sanctions Program (an “OFAC Listed Person”) or (Bii) 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 (Bii), a “Blocked Person”). (iib) No part of the proceeds from the Advances made 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 Borrower, the Parent, either Seller, the Portfolio Administrator, Imperial, the Guarantor Company or any Affiliate of any of themControlled Entity, in -9- Madison Gas and Electric Company connection with any investment in, or, to the Borrower’s actual knowledge, 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). (iiic) To the BorrowerCompany’s actual knowledgeknowledge after making due inquiry, none of neither the Borrower, the Parent, either Seller, the Portfolio Administrator, the Guarantor, Imperial or Company nor any Affiliate of any of them Controlled Entity (Ai) 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”), (Bii) has been assessed civil penalties under any Anti-Money Laundering Laws or (Ciii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that the Borrower Company and each Affiliate thereof Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (ivd) No part of the proceeds from Advances funded 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 Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that the Borrower Company and each Affiliate thereof 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) 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 (Bii) 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 (Bii), a “Blocked Person”). (iib) No part of the proceeds from the Advances made 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 by the Borrower, the Parent, either Seller, the Portfolio Administrator, Imperial, the Guarantor or through any Affiliate of any of themControlled Entity, in connection with any investment in, or, to the Borrower’s actual knowledge, or any transactions or dealings with, any Blocked Person. (iiic) To the BorrowerCompany’s actual knowledgeknowledge after making due inquiry, none of neither the Borrower, the Parent, either Seller, the Portfolio Administrator, the Guarantor, Imperial or Company nor any Affiliate of any of them Controlled Entity (Ai) 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”), (Bii) has been assessed civil penalties under any Anti-Money Laundering Laws or (Ciii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure provide reasonable assurance that the Borrower Company and each Affiliate thereof Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (ivd) No part of the proceeds from Advances funded 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 Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure provide reasonable assurance that the Borrower Company and each Affiliate thereof 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 Fund 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 (Bii) 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 Program(each OFAC Listed Person and each other personPerson, entity, organization and government of a country described in clause (Bii), a “Blocked Person”). (iib) No part of the proceeds from the Advances made 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 Fund or indirectly by the Borrower, the Parent, either Seller, the Portfolio Administrator, Imperial, the Guarantor or through any Affiliate of any of themControlled Entity, in connection with any investment in, or, to the Borrower’s actual knowledge, or any transactions or dealings with, any Blocked Person. (iiic) To the BorrowerFund’s actual knowledgeknowledge after making due inquiry, none of neither the Borrower, the Parent, either Seller, the Portfolio Administrator, the Guarantor, Imperial or Fund nor any Affiliate of any of them Controlled Entity (Ai) 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”), (Bii) has been assessed civil penalties under any Anti-Money Laundering Laws or (Ciii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Borrower Fund has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that the Borrower Fund and each Affiliate thereof Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (ivd) No part of the proceeds from Advances funded 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 Borrower Fund has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that the Borrower Fund and each Affiliate thereof 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. (a) Neither the Company nor any Affiliated 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 (Bii) 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 (Bii), a “Blocked Person”). (iib) No part of the proceeds from the Advances made 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 by the Borrower, the Parent, either Seller, the Portfolio Administrator, Imperial, the Guarantor or through any Affiliate of any of themAffiliated Entity, in connection with any investment in, or, to the Borrower’s actual knowledge, or any transactions or dealings with, any Blocked Person. (iiic) To the BorrowerCompany’s actual knowledgeknowledge after making due inquiry, none of neither the Borrower, the Parent, either Seller, the Portfolio Administrator, the Guarantor, Imperial or Company nor any Affiliate of any of them Affiliated Entity (Ai) 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”), (Bii) has been assessed civil penalties under any Anti-Money Laundering Laws or (Ciii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Lawapplicable law), to ensure that the Borrower Company and each Affiliate thereof Affiliated Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (ivd) No part of the proceeds from Advances funded 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 Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Lawapplicable law), to ensure that the Borrower Company and each Affiliate thereof 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 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 (Bii) 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 Program(each OFAC Listed Person and each other personPerson, entity, organization and government of a country described in clause (Bii), a “Blocked Person”). (iib) No part of the proceeds from the Advances made 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 by the Borrower, the Parent, either Seller, the Portfolio Administrator, Imperial, the Guarantor or through any Affiliate of any of themControlled Entity, in connection with any investment in, or, to the Borrower’s actual knowledge, or any transactions or dealings with, any Blocked Person. (iiic) To the BorrowerCompany’s actual knowledgeknowledge after making due inquiry, none of neither the Borrower, the Parent, either Seller, the Portfolio Administrator, the Guarantor, Imperial or Company nor any Affiliate of any of them Controlled Entity (Ai) 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”), (Bii) has been assessed civil penalties under any Anti-Money Laundering Laws or (Ciii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that the Borrower Company and each Affiliate thereof Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (ivd) No part of the proceeds from Advances funded 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 Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that the Borrower Company and each Affiliate thereof 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. (ia) None of the BorrowerMHGCI, the Parent, either Seller, the Portfolio Administrator Company or the Guarantor nor any Affiliate of any of them or of Imperial Controlled Entity is (A1) 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 (B2) 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 (B2), a “Blocked Person”). (iib) No part of the proceeds from the Advances made 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 by the Borrower, the Parent, either Seller, the Portfolio Administrator, Imperial, the Guarantor or through any Affiliate of any of themControlled Entity, in connection with any investment in, or, to the Borrower’s actual knowledge, or any transactions or dealings with, any Blocked Person. (iiic) To the BorrowerCompany’s actual knowledgeknowledge after making due inquiry, none of the BorrowerMHGCI, the Parent, either Seller, the Portfolio Administrator, the Guarantor, Imperial Company or any Affiliate of any of them Controlled Entity (A1) 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”), (B2) has been assessed civil penalties under any Anti-Money Laundering Laws or (C3) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that MHGCI, the Borrower Company and each Affiliate thereof Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (ivd) No part of the proceeds from Advances funded 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 Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that MHGCI, the Borrower Company and each Affiliate thereof 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) 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 (B) 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 (B), 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. (iib) No part of the proceeds from the Advances made 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 by the Borrowerthrough any Controlled Entity, the Parent, either Seller, the Portfolio Administrator, Imperial, the Guarantor or any Affiliate of any of them, (i) in connection with any investment in, or, to the Borrower’s actual knowledge, 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. (iiic) To the BorrowerCompany’s actual knowledgeknowledge after making due inquiry, none of neither the Borrower, the Parent, either Seller, the Portfolio Administrator, the Guarantor, Imperial or Company nor any Affiliate of any of them Controlled Entity (Ai) 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 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 (Ciii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that the Borrower Company and each Affiliate thereof Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (ivd) No part of the proceeds from Advances funded 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 Borrower has taken reasonable measures appropriate to the circumstances, to the extent, if any, required by Applicable Law, to ensure that the Borrower and in each Affiliate thereof is and will continue to be case in compliance with all violation of any applicable current and future anti-corruption laws and or regulations.. DB1/ 87639059.10

Foreign Assets Control Regulations, Etc. (a) Neither the Issuer or 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 (Bii) 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 (Bii), 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. (iib) No part of the proceeds from the Advances made sale of the Notes hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly or indirectly by the Borrower, the Parent, either Seller, the Portfolio Administrator, Imperial, the Guarantor or any Affiliate of any of themindirectly, in connection with any investment in, or, to the Borrower’s actual knowledge, 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. (iiic) To the Borrower’s actual knowledgeknowledge of the Issuer after making due inquiry, none of the Borrower, the Parent, either Seller, the Portfolio Administrator, the Guarantor, Imperial Issuer or any Affiliate of any of them Controlled Entity (Ai) 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”), (Bii) has been assessed civil penalties under any Anti-Money Laundering Laws or (Ciii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Borrower Issuer has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Lawapplicable law), to ensure that the Borrower Issuer and each Affiliate thereof Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (ivd) No part of the proceeds from Advances funded 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 Borrower Issuer has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Lawapplicable law), to ensure that the Borrower Issuer and each Affiliate thereof 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 Affiliated 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 National and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (Bii) 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 (Bii), a “Blocked Person”). (iib) No part of the proceeds from the Advances made 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 by the Borrower, the Parent, either Seller, the Portfolio Administrator, Imperial, the Guarantor or through any Affiliate of any of themAffiliated Entity, in connection with any investment in, or, to the Borrower’s actual knowledge, or any transactions or dealings with, any Blocked Person. (iiic) To the BorrowerCompany’s actual knowledgeknowledge after making due inquiry, none of neither the Borrower, the Parent, either Seller, the Portfolio Administrator, the Guarantor, Imperial or Company nor any Affiliate of any of them Affiliated Entity (Ai) 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”), (Bii) has been assessed civil penalties under any Anti-Money Laundering Laws or (Ciii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that the Borrower Company and each Affiliate thereof Affiliated Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (ivd) No part of the proceeds from Advances funded 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 Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that the Borrower Company and each Affiliate thereof 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 Affiliated 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 (Bii) 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 (Bii), a “Blocked Person”). (iib) No part of the proceeds from the Advances made 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 by the Borrower, the Parent, either Seller, the Portfolio Administrator, Imperial, the Guarantor or through any Affiliate of any of themAffiliated Entity, in connection with any investment in, or, to the Borrower’s actual knowledge, or any transactions or dealings with, any Blocked Person. (iiic) To the BorrowerCompany’s actual knowledgeknowledge after making due inquiry, none of neither the Borrower, the Parent, either Seller, the Portfolio Administrator, the Guarantor, Imperial or Company nor any Affiliate of any of them Affiliated Entity (Ai) 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”), (Bii) has been assessed civil penalties under any Anti-Money Laundering Laws or (Ciii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that the Borrower Company and each Affiliate thereof Affiliated Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (ivd) No part of the proceeds from Advances funded 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 Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that the Borrower Company and each Affiliate thereof 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) 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 (Bii) 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 (Bii), a “Blocked Person”). (iib) No part of the proceeds from the Advances made 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 by the Borrower, the Parent, either Seller, the Portfolio Administrator, Imperial, the Guarantor or through any Affiliate of any of themControlled Entity, in connection with any investment in, or, to the Borrower’s actual knowledge, or any transactions or dealings with, any Blocked Person. (iiic) To the BorrowerCompany’s actual knowledgeknowledge after making due inquiry, none of neither the Borrower, the Parent, either Seller, the Portfolio Administrator, the Guarantor, Imperial or Company nor any Affiliate of any of them Controlled Entity (Ai) 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”), (Bii) has been assessed civil penalties under any Anti-Money Laundering Laws or (Ciii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, as required by Applicable Law, applicable law to ensure that the Borrower Company and each Affiliate thereof Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (ivd) No part of the proceeds from Advances funded 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 Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, as required by Applicable Law, applicable law to ensure that the Borrower Company and each Affiliate thereof 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 Affiliated 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 (Bii) 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 (Bii), a “Blocked Person”). (iib) No part of the proceeds from the Advances made 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 by the Borrower, the Parent, either Seller, the Portfolio Administrator, Imperial, the Guarantor or through any Affiliate of any of themAffiliated Entity, in connection with any investment in, or, to the Borrower’s actual knowledge, or any transactions or dealings with, any Blocked Person. (iiic) To the BorrowerCompany’s actual knowledgeknowledge after making due inquiry, none of neither the Borrower, the Parent, either Seller, the Portfolio Administrator, the Guarantor, Imperial or Company nor any Affiliate of any of them Affiliated Entity (Ai) 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 applicable law (collectively, “Anti-Money Laundering Laws”), (Bii) has been assessed civil penalties under any Anti-Money Laundering Laws or (Ciii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that the Borrower Company and each Affiliate thereof Affiliated Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (ivd) No part of the proceeds from Advances funded 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 Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that the Borrower Company and each Affiliate thereof 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, 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”) or a Person that is otherwise subject to an OFAC Sanctions Program (an “OFAC Listed Person”) or (Bii) 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 (Bii), a “Blocked Person”). (iib) No part of the proceeds from the Advances made 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 Borrower, the Parent, either Seller, the Portfolio Administrator, Imperial, the Guarantor Company or any Affiliate of any of themControlled Entity, in connection with any investment in, or, to the Borrower’s actual knowledge, 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). (iiic) To the BorrowerCompany’s actual knowledgeknowledge after making due inquiry, none of neither the Borrower, the Parent, either Seller, the Portfolio Administrator, the Guarantor, Imperial or Company nor any Affiliate of any of them Controlled Entity (Ai) 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”), (Bii) has been assessed civil penalties under any Anti-Money Laundering Laws or (Ciii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that the Borrower Company and each Affiliate thereof Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (ivd) No part of the proceeds from Advances funded 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 Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that the Borrower Company and each Affiliate thereof 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. (i) None of Neither the Borrower, the Parent, either Seller, the Portfolio Administrator or the Guarantor Company nor any Affiliate of any of them or of Imperial Controlled Entity is (Aa) 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 (Bb) 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 (Bb), a “Blocked Person”). (ii) No part of the proceeds from the Advances made 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 by the Borrower, the Parent, either Seller, the Portfolio Administrator, Imperial, the Guarantor or through any Affiliate of any of themControlled Entity, in connection with any investment investments in, or, to the Borrower’s actual knowledge, or any transactions or dealings with, any Blocked Person. (iii) To the BorrowerCompany’s actual knowledgeknowledge after making due inquiry, none of neither the Borrower, the Parent, either Seller, the Portfolio Administrator, the Guarantor, Imperial or Company nor any Affiliate of any of them Controlled Entity (Aa) 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 applicable law (collectively, “Anti-Money Laundering Laws”), (Bb) has been assessed civil penalties under any Anti-Money Laundering Laws or (Cc) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that the Borrower Company and each Affiliate thereof Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (iv) No part of the proceeds from Advances funded 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 Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that the Borrower Company and each Affiliate thereof 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 Affiliated 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 National and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (“OFAC”) (an “OFAC Listed Person”) or (Bii) 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 (Bii), a “Blocked Person”). (iib) No part of the proceeds from the Advances made 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 by the Borrower, the Parent, either Seller, the Portfolio Administrator, Imperial, the Guarantor or through any Affiliate of any of themAffiliated Entity, in connection with any investment in, or, to the Borrower’s actual knowledge, or any transactions or dealings with, any Blocked Person. (iiic) To the BorrowerCompany’s actual knowledgeknowledge after making due inquiry, none of neither the Borrower, the Parent, either Seller, the Portfolio Administrator, the Guarantor, Imperial or Company nor any Affiliate of any of them Affiliated Entity (Ai) 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”), (Bii) has been assessed civil penalties under any Anti-Money Laundering Laws or (Ciii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that the Borrower Company and each Affiliate thereof Affiliated Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (ivd) No part of the proceeds from Advances funded 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 Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that the Borrower Company and each Affiliate thereof 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 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”") or a Person that is otherwise subject to an OFAC Sanctions Program (an “"OFAC Listed Person”") or (Bii) 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 (Bii), a “"Blocked Person”"). (iib) No part of the proceeds from the Advances made 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 Borrower, the Parent, either Seller, the Portfolio Administrator, Imperial, the Guarantor Company or any Affiliate of any of themControlled Entity, in connection with any investment in, or, to the Borrower’s actual knowledge, 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). (iiic) To the Borrower’s actual knowledgeCompany's knowledge after making due inquiry, none of neither the Borrower, the Parent, either Seller, the Portfolio Administrator, the Guarantor, Imperial or Company nor any Affiliate of any of them Controlled Entity (Ai) 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”"), (Bii) has been assessed civil penalties under any Anti-Money Laundering Laws or (Ciii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that the Borrower Company and each Affiliate thereof Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (ivd) No part of the proceeds from Advances funded 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 Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that the Borrower Company and each Affiliate thereof 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) 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 (Bii) 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 (Bii), a “Blocked Person”). (iib) No part of the proceeds from the Advances made 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 by the Borrower, the Parent, either Seller, the Portfolio Administrator, Imperial, the Guarantor or through any Affiliate of any of themControlled Entity, in connection with any investment investments in, or, to the Borrower’s actual knowledge, or any transactions or dealings with, any Blocked Person. (iiic) To the BorrowerCompany’s actual knowledgeknowledge after making due inquiry, none of neither the Borrower, the Parent, either Seller, the Portfolio Administrator, the Guarantor, Imperial or Company nor any Affiliate of any of them Controlled Entity (Ai) 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 applicable law (collectively, “Anti-Money Laundering Laws”), (Bii) has been assessed civil penalties under any Anti-Money Laundering Laws or (Ciii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that the Borrower Company and each Affiliate thereof Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (ivd) No part of the proceeds from Advances funded 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 Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that the Borrower Company and each Affiliate thereof 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 Fund 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 (Bii) 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 Program(each OFAC Listed Person and each other personPerson, entity, organization and government of a country described in clause (Bii), a “Blocked Person”). (iib) No part of the proceeds from the Advances made 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 Fund or indirectly by the Borrower, the Parent, either Seller, the Portfolio Administrator, Imperial, the Guarantor or through any Affiliate of any of themControlled Entity, in connection with any investment in, or, to the Borrower’s actual knowledge, or any transactions or dealings with, any Blocked Person. (iiic) To the BorrowerFund’s actual knowledgeknowledge after making due inquiry, none of neither the Borrower, the Parent, either Seller, the Portfolio Administrator, the Guarantor, Imperial or Fund nor any Affiliate of any of them Controlled Entity (Ai) 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”), (Bii) has been assessed civil penalties under any Anti-Money Laundering Laws or (Ciii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Borrower Fund has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that the Borrower Fund and each Affiliate thereof Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws.. ClearBridge Energy MLP Fund Inc. Note Purchase Agreement (ivd) No part of the proceeds from Advances funded 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 Borrower Fund has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that the Borrower Fund and each Affiliate thereof Controlled Entity is and will continue to be in compliance with all applicable current and future anti-corruption laws and regulations. (e) The Company (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) No Obligor or any Subsidiary 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 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 programmes or any other sanctions programmes administered by the United Nations, the European Union or the New Zealand government; or (Biii) 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 (Bii) and (iii), a “Blocked Person”). (iib) No part of the proceeds from the Advances made any Advance hereunder constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used, directly by any Obliger or indirectly by the Borrower, the Parent, either Seller, the Portfolio Administrator, Imperial, the Guarantor or through any Affiliate of any of themSubsidiary, in connection with any investment in, or, to the Borrower’s actual knowledge, any transactions or dealings with, in any Blocked Person. (iiic) To the Borrower’s Obligors' actual knowledgeknowledge after making due inquiry, none of the Borrower, the Parent, either Seller, the Portfolio Administrator, the Guarantor, Imperial or no Obliger nor any Affiliate of any of them Subsidiary: (Ai) 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”), ; (Bii) has been assessed civil penalties under any Anti-Money Laundering Laws or Laws; or (Ciii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Borrower has taken reasonable measures appropriate to the circumstances, to the extent, if any, required by Applicable Law, to ensure that the Borrower and each Affiliate thereof is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (ivd) No part of the proceeds from Advances funded 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 Borrower has taken reasonable measures appropriate . (e) No Obliger will, or will permit any Subsidiary to: (i) become an OFAC Listed Person; or (ii) have any investment in any Blocked Person where such investments could reasonably be expected to result in any Lender being in violation of the circumstances, to the extent, if any, required by Applicable Law, to ensure that the Borrower and each Affiliate thereof 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. (a) Neither the Company nor any Affiliated 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 (Bii) 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 (Bii), a “Blocked Person”). (iib) No part of the proceeds from the Advances made 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 by the Borrower, the Parent, either Seller, the Portfolio Administrator, Imperial, the Guarantor or through any Affiliate of any of themAffiliated Entity, in connection with any investment in, or, to the Borrower’s actual knowledge, or any transactions or dealings with, any Blocked Person. (iiic) To the BorrowerCompany’s actual knowledgeknowledge after making due inquiry, none of neither the Borrower, the Parent, either Seller, the Portfolio Administrator, the Guarantor, Imperial or Company nor any Affiliate of any of them Affiliated Entity (Ai) 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”), (Bii) has been assessed civil penalties under any Anti-Money Laundering Laws or (Ciii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that the Borrower Company and each Affiliate thereof Affiliated Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (ivd) No part of the proceeds from Advances funded 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 Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that the Borrower Company and each Affiliate thereof 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 Affiliated 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 (Bii) 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 (Bii), a “Blocked Person”). (iib) No part of the proceeds from the Advances made 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 by the Borrower, the Parent, either Seller, the Portfolio Administrator, Imperial, the Guarantor or through any Affiliate of any of themAffiliated Entity, in connection with any investment in, or, to the Borrower’s actual knowledge, or any transactions or dealings with, any Blocked Person. (iiic) To the BorrowerCompany’s actual knowledgeknowledge after making due inquiry, none of neither the Borrower, the Parent, either Seller, the Portfolio Administrator, the Guarantor, Imperial or Company nor any Affiliate of any of them Affiliated Entity (Ai) 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”), (Bii) has been assessed civil penalties under any Anti-Money Laundering Laws or (Ciii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that the Borrower Company and each Affiliate thereof Affiliated Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (ivd) No part of the proceeds from Advances funded 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 Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that the Borrower Company and each Affiliate thereof 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. (ia) None of Neither the Borrower, the Parent, either Seller, the Portfolio Administrator or the Guarantor Company nor any Affiliate of any of them or of Imperial Controlled Entity is (A1) 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 the Treasury (“OFAC”) (an “OFAC Listed Person”) or (B2) 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 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 (B2), a “Blocked Person”). (iib) No part of the proceeds from the Advances made 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 by the Borrower, the Parent, either Seller, the Portfolio Administrator, Imperial, the Guarantor or through any Affiliate of any of themControlled Entity, in connection with any investment in, or, to the Borrower’s actual knowledge, or any transactions or dealings with, any Blocked PersonPerson or any investment in the Iranian energy sector. (iiic) To the BorrowerCompany’s actual knowledgeknowledge after making due inquiry, none of neither the Borrower, the Parent, either Seller, the Portfolio Administrator, the Guarantor, Imperial or Company nor any Affiliate of any of them Controlled Entity (A1) 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 Law applicable anti-terrorism law (collectively, “AML/Anti-Money Laundering Terrorism Laws”), (B2) has been assessed civil penalties under any AML/Anti-Money Laundering Terrorism Laws or (C3) has had any of its funds seized or forfeited in an action under any AML/Anti-Money Laundering Terrorism Laws. The Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that the Borrower Company and each Affiliate thereof 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. (ivd) No part of the proceeds from Advances funded 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 Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that the Borrower Company and each Affiliate thereof 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) 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 (Bii) 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 Program(each OFAC Listed Person and each other personPerson, entity, organization and government of a country described in clause (Bii), a “Blocked Person”). (iib) No part of the proceeds from the Advances made sale of the 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 by the Borrower, the Parent, either Seller, the Portfolio Administrator, Imperial, the Guarantor or through any Affiliate of any of themControlled Entity, in connection with any investment in, or, to the Borrower’s actual knowledge, or any transactions or dealings with, any Blocked Person. (iiic) To the BorrowerCompany’s actual knowledgeknowledge after making due inquiry, none of neither the Borrower, the Parent, either Seller, the Portfolio Administrator, the Guarantor, Imperial or Company nor any Affiliate of any of them Controlled Entity (Ai) 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”), (Bii) has been assessed civil penalties under any Anti-Money Laundering Laws or (Ciii) has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws. The Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that the Borrower Company and each Affiliate thereof Controlled Entity is and will continue to be in compliance with all applicable current and future Anti-Money Laundering Laws. (ivd) No part of the proceeds from Advances funded the sale of the 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 Borrower Company has taken reasonable measures appropriate to the circumstances, to the extent, if any, circumstances (in any event as required by Applicable Law, applicable law) to ensure that the Borrower Company and each Affiliate thereof 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