None of the Permal Entities, nor any of their directors, officers or employees or, to the Knowledge of the Permal Contributor, their agents (including placement agents), Affiliates, representatives or any other Person while acting for or on behalf of any Permal Entity, has in the past five (5) years, directly or indirectly, # made or reimbursed any contribution, gift, bribe, payoff, influence payment, kickback, rebate, commission, travel or entertainment expense, or other unlawful payment to any Person, private or public, regardless of form, whether in money, property, or services in violation of any applicable Law, # established, maintained or expended any fund or asset with respect to any Permal Entity that has been improperly or inaccurately recorded in the books and records of the Permal Entities in violation of any applicable Law, # knowingly offered, promised, made or received any payment or anything of value to or from any Person in violation of the Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act 2010, or any applicable Law enacted in any applicable jurisdiction in connection with, or arising under the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed ​, or any similar applicable laws, rules, or regulations issued, administered or enforced by a Government Authority or # except as set forth in [Section 5.12(i)(i)(D)] of the Permal Disclosure Schedule, violated any state or federal “pay to play” Laws, ethics or similar disclosure Laws or lobbyist registration Laws.

except as set forth in [Section 5.12(i)(iv)] of the Permal Disclosure Schedule, None of the Permal Entities, nor any of their directors, officers or employees or, to the Knowledge of the Permal Contributor, their agents (including placement agents), Affiliates, representativesAffiliates or representatives, or any other Person while actingin respect of any actions for or on behalf of any Permal Entity, has inbeen or is the past five (5) years, directlysubject of any past, current, pending or indirectly, # madethreatened investigation, inquiry or reimbursed any contribution, gift, bribe, payoff, influence payment, kickback, rebate, commission, travel or entertainment expense, or other unlawful payment to any Person, private or public, regardless of form, whether in money, property, or services in violationenforcement proceedings for violations of any applicable Law, # established, maintainedAnti-Bribery Laws, Sanctions Laws or expendedTrade Control Laws by any fund or asset with respect toGovernmental Authority in any country in which such Permal Entity that has been improperly or inaccurately recorded in the books and records of the Permal Entities in violation ofits Subsidiaries does business, including any applicable Law, # knowingly offered, promised, made or receivedUnited States Governmental agency for any payment or anything of value to or from any Person inalleged violation of the Foreign Corrupt Practices Act of 1977, as amended, or any U.K. Governmental agency for any alleged violation of the U.K. Bribery Act 2010, or any applicable Law enacted in any applicable jurisdiction in connection with, or arising under the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed ​, or any similar applicable laws, rules, or regulations issued, administered or enforced by a Government Authority or # except as set forth in [Section 5.12(i)(i)(D)] of the Permal Disclosure Schedule, violated any state or federal “pay to play” Laws, ethics or similar disclosure Laws or lobbyist registration Laws.2010.