Common use of Responsibility of PFPC Trust Clause in Contracts

Responsibility of PFPC Trust. (a) In the performance of its duties hereunder, PFPC Trust shall be obligated to exercise care and diligence, to act in good faith and to use its best efforts within commercially reasonable limits to ensure the accuracy and completeness of all services performed under this Agreement, but assumes no responsibility for loss or damage to the Fund unless said loss or damages are caused by PFPC Trust's own negligence, bad faith or willful misconduct or that of its employees, agents or representatives. (b) Notwithstanding anything in this Agreement to the contrary and provided that PFPC Trust has acted in accordance with the standard of care set forth above, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any Oral Instructions, Written Instructions, direction, notice, instrument or other information which PFPC Trust reasonably believes to be genuine. (c) Notwithstanding anything in this Agreement to the contrary, in no event shall either party, its affiliates or any of its or their directors, trustees, officers, employees, agents or subcontractors be liable to the other party for consequential damages. (d) No party may assert a cause of action against PFPC Trust or any of its affiliates that allegedly occurred more than 12 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (e) Each party shall have a duty to mitigate damages for which the other party may become responsible. (f) The provisions of this Section 14 shall survive termination of this Agreement.

Responsibility of PFPC Trust. (a) In PFPC Trust shall be under no duty to take any action hereunder on behalf of the performance of its duties hereunder, Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in a written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence, diligence in the performance of its duties hereunder and to act in good faith and to use its best efforts within commercially reasonable limits to ensure the accuracy and completeness of all in performing services performed provided for under this Agreement, but assumes no responsibility . PFPC Trust shall be liable only for loss or damage to the Fund unless said loss or any damages are caused by arising out of PFPC Trust's own negligencefailure to perform its duties under this Agreement and only to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith faith, negligence or willful misconduct or that reckless disregard of its employees, agents or representativesduties under this Agreement. (b) Notwithstanding anything in this Agreement to the contrary and provided that PFPC Trust has acted in accordance with the standard of care set forth above, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any Oral InstructionsInstruction, Written InstructionsInstruction, direction, notice, instrument or other information which PFPC Trust reasonably believes to be genuine. (c) Notwithstanding anything in this Agreement to the contrary, in no event shall either party, its neither party nor their affiliates or any of its or their directors, trustees, officers, employees, agents or subcontractors shall be liable to the other party for consequential any consequential, special or indirect losses or damages, whether or not the likelihood of such losses or damages was known by a party. (d) No party may assert a cause of action against PFPC Trust or any of its affiliates that allegedly occurred more than 12 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (e) Each party shall have a duty to mitigate damages for which the other party may become responsible. (f) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 14(h)(ii)(B)(4) and Section 14(h)(iii)(A) of this Agreement), the Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Fund shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto). (g) The provisions of this Section 14 13 shall survive termination of this Agreement. (h) Notwithstanding anything in this Agreement to the contrary, PFPC Trust shall have no liability either for any error or omission of any of its predecessors as servicer on behalf of the Fund or for any failure to discover any such error or omission.

Responsibility of PFPC Trust. (a) In PFPC Trust shall be under no duty to take any action hereunder on behalf of the performance of its duties hereunder, Fund or any Series except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in writing. PFPC Trust shall be obligated to exercise due care and diligence, diligence in the performance of its duties hereunder and to act in good faith and to use its best efforts within commercially reasonable limits to ensure the accuracy and completeness of all in performing services performed provided for under this Agreement, but assumes no responsibility . PFPC Trust shall be liable only for loss or damage any damages arising out of PFPC Trust’s failure to perform its duties under this Agreement to the Fund unless said loss extent such damages arise out of the willful misfeasance, willful misconduct, bad faith, gross negligence or damages are caused by reckless disregard of PFPC Trust or any of its Affiliates (including their respective officers, directors and employees) in carrying out PFPC Trust's own negligence, bad faith or willful misconduct or that of its employees, agents or representatives’s duties under this Agreement. (b) Notwithstanding anything in this Agreement to the contrary and provided that PFPC Trust has acted in accordance with the standard of care set forth abovecontrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by of a third partyparty caused by any of the foregoing; provided that PFPC Trust has used reasonable efforts to minimize the impact of any of the foregoing on its ability to fully perform its obligations hereunder; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any Oral Instructions, Written Instructionsinstruction, direction, notice, instrument or other information which PFPC Trust reasonably believes in good faith to be genuine. (c) Notwithstanding anything in this Agreement to the contrary, in no event neither PFPC Trust nor its Affiliates shall either party, its affiliates or any of its or their directors, trustees, officers, employees, agents or subcontractors be liable to for any consequential, special or indirect losses or damages, whether or not the other party for consequential damageslikelihood of such losses or damages was known by PFPC Trust or its Affiliates. (d) No party may assert a cause of action against PFPC Trust or any of its affiliates that allegedly occurred more than 12 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (e) Each party shall have a duty use commercially reasonable efforts (including indemnity payments) to mitigate damages for which the other party may become responsible. (e) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 15(h)(ii)(B)(4) and Section 15(h)(iii)(A) of this Agreement), the Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Fund shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto). (f) The provisions of this Section 14 shall survive termination of this Agreement.

Responsibility of PFPC Trust. (a) In PFPC Trust shall be under no duty to take any action hereunder on behalf of the performance of its duties hereunder, Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in a written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence, diligence in the performance of its duties hereunder and to act in good faith and to use its best efforts within commercially reasonable limits to ensure the accuracy and completeness of all in performing services performed provided for under this Agreement, but assumes no responsibility . PFPC Trust shall be liable only for loss or damage to the Fund unless said loss or any damages are caused by arising out of PFPC Trust's own negligencefailure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith faith, gross negligence or willful misconduct or that reckless disregard of its employees, agents or representativesduties under this Agreement. (b) Notwithstanding anything in this Agreement to the contrary and provided that PFPC Trust has acted in accordance with the standard of care set forth abovecontrary, (i) neither PFPC Trust nor the Fund shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any Oral Instructions, Written Instructionsinstruction, direction, notice, instrument or other information which PFPC Trust reasonably believes to be genuine. (c) Notwithstanding anything in this Agreement to the contrary, in no event (i) neither PFPC Trust, the Fund nor their affiliates shall either partybe liable for any consequential, special or indirect losses or damages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates or any of its or their directors, trustees, officers, employees, agents or subcontractors be liable and (ii) PFPC Trust's cumulative liability to the other party Fund for consequential damagesall losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory shall not exceed the lesser of $100,000 or the fees received by PFPC Trust for services provided hereunder during the 12 months immediately prior to the date of such loss or damage. (d) No party may assert a cause of action against PFPC Trust or the Fund or any of its their affiliates that allegedly occurred more than 12 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (e) Each party shall have a duty to mitigate damages for which the other party may become responsible. (f) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 15(h)(ii)(B)(4) and Section 15(h)(iii)(A) of this Agreement), the Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Fund shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto). (g) The provisions of this Section 14 shall survive termination of this Agreement. (h) Notwithstanding anything in this Agreement to the contrary, PFPC Trust shall have no liability either for any error or omission of any of its predecessors as servicer on behalf of the Fund or for any failure to discover any such error or omission.

Responsibility of PFPC Trust. (a) In PFPC Trust shall be under no duty to take any action hereunder on behalf of the performance of its duties hereunder, Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in a written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence, diligence in the performance of its duties hereunder and to act in good faith and to use its best efforts within commercially reasonable limits to ensure the accuracy and completeness of all in performing services performed provided for under this Agreement, but assumes no responsibility . PFPC Trust shall be liable only for loss or damage to the Fund unless said loss or any damages are caused by arising out of PFPC Trust's own negligencefailure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith faith, gross negligence or willful misconduct or that reckless disregard of its employees, agents or representativesduties under this Agreement. (b) Notwithstanding anything in this Agreement to the contrary and provided that PFPC Trust has acted in accordance with the standard of care set forth abovecontrary, (i) neither PFPC Trust nor the Fund shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any Oral Instructions, Written Instructionsinstruction, direction, notice, instrument or other information which PFPC Trust reasonably believes to be genuine. (c) Notwithstanding anything in this Agreement to the contrary, in no event (i) neither PFPC Trust, the Fund nor their affiliates shall either partybe liable for any consequential, special or indirect losses or damages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates or any of its or their directors, trustees, officers, employees, agents or subcontractors be liable and (ii) PFPC Trust's cumulative liability to the other party Fund for consequential damagesall losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory shall not exceed the lesser of $100,000 or the fees received by PFPC Trust for services provided hereunder during the 12 months immediately prior to the date of such loss or damage. (d) No party may assert a cause of action against PFPC Trust or the Fund or any of its their affiliates that allegedly occurred more than 12 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (e) Each party shall have a duty to mitigate damages for which the other party may become responsible; such damages are subject to the limits and terms set forth in paragraph (c) above. (f) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 14(h)(ii)(B)(4) and Section 14(h)(iii)(A) of this Agreement), the Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Fund shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto). (g) The provisions of this Section 14 13 shall survive termination of this Agreement. (h) Notwithstanding anything in this Agreement to the contrary, PFPC Trust shall have no liability either for any error or omission of any of its predecessors as servicer on behalf of the Fund or for any failure to discover any such error or omission. 6. The following sentence is hereby added to the end of the first paragraph of Section 14(e): Notwithstanding anything in this Agreement to the contrary, PFPC Trust's use of a Book-Entry System shall comply with the requirements of Rule 17f-4 under the 1940 Act. 7. The following is hereby added to the end of Section 14(h) of the Agreement:

Responsibility of PFPC Trust. (a) In PFPC Trust shall be under no duty to take any action hereunder on behalf of the performance of its duties hereunder, Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in a written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence, diligence in the performance of its duties hereunder and to act in good faith and to use its best efforts within commercially reasonable limits to ensure the accuracy and completeness of all in performing services performed provided for under this Agreement, but assumes no responsibility . PFPC Trust shall be liable only for loss or damage to the Fund unless said loss or any damages are caused by arising out of PFPC Trust's own negligencefailure to perform its duties under this Agreement and only to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith faith, negligence or willful misconduct or that reckless disregard of its employees, agents or representativesduties under this Agreement. (b) Notwithstanding anything in this Agreement to the contrary and provided that PFPC Trust has acted in accordance with the standard of care set forth above, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any Oral InstructionsInstruction, Written InstructionsInstruction, direction, notice, instrument or other information which PFPC Trust reasonably believes to be genuine. (c) Notwithstanding anything in this Agreement to the contrary, in no event shall either party, its neither party nor their affiliates or any of its or their directors, trustees, officers, employees, agents or subcontractors shall be liable to the other party for consequential any consequential, special or indirect losses or damages, whether or not the likelihood of such losses or damages was known by a party. (d) No party may assert a cause of action against PFPC Trust or any of its affiliates that allegedly occurred more than 12 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (e) Each party shall have a duty to mitigate damages for which the other party may become responsible. (f) The provisions of Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 14 shall survive termination 14(h)(ii)(B)(4) and Section 14(h)(iii)(A) of this Agreement), the Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Fund shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto).

Responsibility of PFPC Trust. (a) In the performance of its duties hereunder, PFPC Trust shall be obligated to exercise care and diligence, to act in good faith and to use its best efforts within commercially reasonable limits to ensure the accuracy and completeness of all services performed under this Agreement, but assumes no responsibility for loss or damage to the Fund unless said loss or damages are caused by PFPC Trust's own negligence, bad faith or willful misconduct or that of its employees, agents or representatives. (b) Notwithstanding anything in this Agreement to the contrary and provided that PFPC Trust has acted in accordance with the standard of care set forth above, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any Oral Instructions, Written Instructions, direction, notice, instrument or other information which PFPC Trust reasonably believes to be genuine. (c) Notwithstanding anything in this Agreement to the contrary, in no event shall either party, its affiliates or any of its or of their directors, trustees, officers, employees, agents or subcontractors be liable to the other party for consequential damages. (d) No party may assert a cause of action against PFPC Trust or any of its affiliates that allegedly occurred more than 12 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (e) Each party shall have a duty to mitigate damages for which the other party may become responsible. (f) The provisions of this Section 14 shall survive termination of this Agreement.

Responsibility of PFPC Trust. (a) In the performance PFPC Trust shall be under no duty to take any action hereunder on behalf of its duties hereunderCSFBAC or a Fund except as specifically set forth herein or as may be specifically agreed to by PFPC Trust, CSFBAC and a Fund in writing and signed by PFPC Trust. PFPC Trust shall be obligated to exercise care and diligence, diligence in the performance of its duties hereunder including duties set forth in any schedules to this Agreement and to act in good faith and to use its best efforts within commercially reasonable limits to ensure the accuracy and completeness of all in performing services performed provided for under this Agreement, but assumes no responsibility for loss or damage to the Fund unless said loss or damages are caused by PFPC Trust's own negligence, bad faith or willful misconduct or that of its employees, agents or representatives. (b) Notwithstanding anything in this Agreement to the contrary and provided that PFPC Trust has acted in accordance with the standard of care set forth abovecontrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of public utilities, public transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third partyparty caused by any of the foregoing; provided that PFPC Trust has used reasonable efforts to minimize the impact of any of the foregoing on its ability to fully perform its obligations hereunder; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any Oral Instructions, Written Instructionsinstruction, direction, notice, instrument or other information which PFPC Trust reasonably believes to be genuine. (c) Notwithstanding anything in this Agreement to the contrary, in no event party to this Agreement nor their affiliates shall either partybe liable for any consequential, its affiliates special or any indirect losses or damages, whether or not the likelihood of its such losses or damages was known by them or their directors, trustees, officers, employees, agents or subcontractors be liable to the other party for consequential damagesaffiliates. (d) No party may assert a cause of action against PFPC Trust or any of its affiliates that allegedly occurred more than 12 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (e) Each party shall have a duty to use commercially reasonable efforts to mitigate damages for which the other party may become responsible. (e) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 14(h)(ii)(B)(4) and Section 14(h)(iii)(A) of this Agreement), each Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, each Fund shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto). (f) The provisions of this Section 14 13 shall survive termination of this Agreement. (g) Notwithstanding anything in this Agreement to the contrary, PFPC Trust shall have no liability either for any error or omission of any of its predecessors as servicer on behalf of any Fund or for any failure to discover any such error or omission.

Responsibility of PFPC Trust. (a) In PFPC Trust shall be under no duty to take any action hereunder on behalf of the performance of its duties hereunder, Fund except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in a written amendment hereto. PFPC Trust shall be obligated to exercise commercially reasonable care and diligence, diligence in the performance of its duties hereunder and to act in good faith and to use its best efforts within commercially reasonable limits to ensure the accuracy and completeness of all in performing services performed provided for under this Agreement. As set forth herein, but assumes no responsibility for loss or damage and as may be agreed to in writing from time to time by PFPC Trust and the Fund unless said loss or with regard to such matters of liability, PFPC Trust shall be liable only for any damages are caused by arising out of PFPC Trust's own negligencefailure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith faith, negligence or willful misconduct or that reckless disregard of its employees, agents or representativesduties under this Agreement. (b) Notwithstanding anything in this Agreement to the contrary and provided that PFPC Trust has acted in accordance with the standard of care set forth abovecontrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any Oral Instructions, Written Instructions, direction, notice, instrument or other information which PFPC Trust reasonably believes to be genuine.of (c) Notwithstanding anything in this Agreement to the contrary, in no event neither party to this Agreement nor their respective affiliates shall either party, its affiliates or any of its or their directors, trustees, officers, employees, agents or subcontractors be liable to for any consequential, incidental, exemplary, punitive, special or indirect losses or damages, whether or not the other party for consequential damageslikelihood of such losses or damages was known by such party. (d) No party may assert a cause of action against PFPC Trust or any of its affiliates that allegedly occurred more than 12 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (e) Each party shall have a duty to mitigate damages for which the other party may become responsible. (e) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 14(h)(ii)(B) (4) and Section 14(h)(iii)(A) of this Agreement), the Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Fund shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto). (f) The provisions of this Section 14 13 shall survive termination of this Agreement.

Responsibility of PFPC Trust. (a) In PFPC Trust shall be under no duty to take any action hereunder on behalf of the performance of its duties hereunder, Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in a written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence, diligence in the performance of its duties hereunder and to act in good faith and to use its best efforts within commercially reasonable limits to ensure the accuracy and completeness of all in performing services performed provided for under this Agreement, but assumes no responsibility . PFPC Trust shall be liable only for loss or damage to the Fund unless said loss or any damages are caused by arising out of PFPC Trust's own negligencefailure to perform its duties under this Agreement to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith faith, gross negligence or willful misconduct or that reckless disregard of its employees, agents or representativesduties under this Agreement. (b) Notwithstanding anything in this Agreement to the contrary and provided that PFPC Trust has acted in accordance with the standard of care set forth abovecontrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; provided that, PFPC has acted in accordance with the standard of care in Section 14(a) above; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any Oral InstructionsInstruction, Written InstructionsInstruction, direction, notice, instrument or other information instrument (which conforms to the applicable requirements, if any, of this Agreement) which PFPC Trust reasonably believes to be genuine. (c) Notwithstanding anything in this Agreement to the contrary, in no event shall either party, contrary neither PFPC Trust nor its affiliates or any of its or their directors, trustees, officers, employees, agents or subcontractors shall be liable to for any consequential, special or indirect losses or damages, whether or not the other party for consequential damageslikelihood of such losses or damages was known by PFPC Trust or its affiliates. (d) No party may assert a cause of action against PFPC Trust any other party or any of its affiliates that allegedly occurred reasonably should have been discovered more than 12 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (e) Each party shall have a duty to mitigate damages for which the other party may become responsible. (f) The provisions of this Section 14 shall survive termination of this Agreement.

Responsibility of PFPC Trust. (a) PFPC Trust shall be under no duty hereunder to take any action on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Fund in a written amendment hereto. In particular but without limiting the performance generality of its duties the foregoing, PFPC Trust shall have no responsibility or obligation under Section 14 of this Agreement with respect to any loan documentation or with respect to any loan made or purchased by the Fund unless specific language in Section 14 of this Agreement states with specificity that a particular provision of Section 14 of this Agreement relates to loan documentation or to loans made or purchased by the Fund. In no event will PFPC Trust have any duty to review or examine any loan documentation received by it hereunder, nor in any event will PFPC Trust have any responsibility for the content or sufficiency of any such loan documentation. PFPC Trust shall be obligated to exercise care and diligence, diligence in the performance of its duties hereunder and to act in good faith and to use its best efforts within commercially reasonable limits to ensure the accuracy and completeness of all in performing services performed provided for under this Agreement, but assumes no responsibility . PFPC Trust shall be liable only for loss or damage to any Losses suffered by the Fund unless said loss or damages are caused by arising out of PFPC Trust's own negligenceperformance of or failure to perform its duties under this Agreement and only to the extent such Losses arise out of PFPC Trust's willful misfeasance, bad faith faith, negligence or willful misconduct or that reckless disregard of its employees, agents or representativessuch duties. (b) Notwithstanding anything in this Agreement to the contrary and provided that PFPC Trust has acted in accordance with the standard of care set forth abovecontrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and party (ii) other than employees, officers or affiliates of PFPC Trust shall not (other than the Fund, BlackRock Kelso Capital Advisors LLC and BlxxxXxck, Inc. and its subsidiaries, to the extent any of the foregoing may be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any Oral Instructions, Written Instructions, direction, notice, instrument or other information which PFPC Trust reasonably believes deemed to be genuine. (c) Notwithstanding anything in this Agreement to the contrary, in no event shall either party, its affiliates or any of its or their directors, trustees, officers, employees, agents or subcontractors be liable to the other party for consequential damages. (d) No party may assert a cause of action against PFPC Trust or any of its affiliates that allegedly occurred more than 12 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (e) Each party shall have a duty to mitigate damages for which the other party may become responsible. (f) The provisions of this Section 14 shall survive termination of this Agreement.Trust)); and

Responsibility of PFPC Trust. (a) In PFPC Trust shall be under no duty to take any action hereunder on behalf of the performance of its duties hereunder, Trust or any Series except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and the Trust in a written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence, diligence in the performance of its duties hereunder and to act in good faith and to use its best efforts within commercially reasonable limits to ensure the accuracy and completeness of all in performing services performed provided for under this Agreement, but assumes no responsibility . PFPC Trust shall be liable only for loss or damage to the Fund unless said loss or any damages are caused by arising out of PFPC Trust's own negligencefailure to perform its duties under this Agreement and only to the extent such damages arise out of PFPC Trust's willful misfeasance, bad faith faith, gross negligence or willful misconduct or that reckless disregard of its employees, agents or representativesduties under this Agreement. (b) Notwithstanding anything in this Agreement to the contrary and provided that PFPC Trust has acted in accordance with the standard of care set forth abovecontrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any Oral Instructions, Written Instructionsinstruction, direction, notice, instrument or other information which PFPC Trust reasonably believes to be genuine. (c) Notwithstanding anything in this Agreement to the contrary, in no event shall either party, (i) neither PFPC Trust nor its affiliates or any of its or their directors, trustees, officers, employees, agents or subcontractors shall be liable for any consequential, special or indirect losses or damages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates and (ii) PFPC Trust's cumulative liability to the other party Trust for consequential damagesall losses, claims, suits, controversies, breaches or damages for any nature whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory shall not exceed an amount equal to the greatest amount of fees received by PFPC Trust for services provided hereunder during a particular eighteen (18) consecutive month period. (d) No party may assert a cause of action against PFPC Trust or any of its affiliates that allegedly occurred more than 12 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action. (e) Each party shall have a duty to mitigate damages for which the other party may become responsible. (e) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 14(h)(ii)(B)(4) and Section 14(h)(iii)(A) of this Agreement), the Trust shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement, or in respect of the Property or any collections undertaken pursuant to this Agreement, which may be requested by any relevant authority. In addition, the Trust shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto). (f) The provisions of this Section 14 13 shall survive termination of this Agreement. (h) Notwithstanding anything in this Agreement to the contrary, PFPC Trust shall have no liability either for any error or omission of any of its predecessors as servicer on behalf of the Trust or for any failure to discover any such error or omission.