Common use of Limits of Responsibility Clause in Contracts

Limits of Responsibility. a) Client shall be responsible for directing the manner in which proxies solicited by issuers of securities beneficially owned by the Client shall be voted. b) Client shall also be responsible for making all elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the Client’s investment assets. PIN is authorized to instruct the Custodian to forward to Client copies of all proxies and shareholder communications relating to the Client’s investment asset. c) PIN shall not be responsible for any action or inaction of Client or of any prior, concurrent or subsequent investment (or other) advisor other than PIN; d) In the case of Client’s assets transferred between accounts, custodians or brokers, or deposited to or withdrawn from any securities or other account; PIN shall not be responsible for any losses resulting from the time required to complete such transfer; e) In the case of Client’s assets that are added to those subject to this Agreement, PIN shall not be responsible for any losses resulting from the disposition of such assets, or from their retention if PIN deems it is not desirable to dispose of them, or if PIN is not able to timely dispose of them because orderly liquidation is not feasible under prevailing circumstances; and f) PIN shall not be required to accept additions to the assets subject to this Agreement without its consent. PIN may provide similar services to other clients and may take action for their accounts, itself, its principals or employees which may be the same as, or different from, the action it takes or recommends for Client. g) Client is responsible to provide PIN with tax basis information on new assets placed under PIN’s management, or to caution PIN that no basis information is available when planning portfolio changes. PIN acknowledges its responsibility to confer with Client over potential tax consequences before liquidating such new assets. Aside from said inception assets, PIN’s management of the portfolio includes consideration of possible gains and losses resulting from its decisions. Unless specifically notified by Client of unusual tax sensitivity for this account, PIN will exercise its discretion in judging whether potential tax consequences of a decision to liquidate an asset are outweighed by the greater risk of loss by retaining the asset. Such decisions shall be based on what PIN believes will be in the best interest of Client.

Limits of Responsibility. a(i) Client shall be responsible The Collateral Manager assumes no responsibility under this Agreement other than to render the services called for directing hereunder and under the manner in which proxies solicited by issuers terms of securities beneficially owned by the Client shall be voted. b) Client shall also be responsible for making all elections relative Indenture applicable to any mergersit and, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining subject to the Client’s investment assets. PIN is authorized to instruct standard of conduct described in the Custodian to forward to Client copies of all proxies and shareholder communications relating to the Client’s investment asset. c) PIN next succeeding sentence, shall not be responsible for (1) any action of the Issuer or inaction the Trustee in following or declining to follow any advice, recommendation or direction of Client the Collateral Manager or (2) any action taken or omitted to be taken by the Collateral Manager at the express direction of the Issuer, the Trustee or any prior, concurrent or subsequent investment (or other) advisor other than PIN; d) In Person entitled under the case of Client’s assets transferred between accounts, custodians or brokers, or deposited Indenture to or withdrawn from any securities or other account; PIN give direction to the Collateral Manager. The Firm and their respective Personnel shall not be responsible liable to the Issuer, the Trustee, the Collateral Administrator, any Secured Party or the Holders of the Notes or any other Persons for (1) any Losses incurred, or for any losses decrease in the value of the Assets, as a result of the actions taken or recommended, or for any omissions (including any failure to act if such action would be prohibited by the Indenture or this Agreement), by the Collateral Manager or its Affiliates or their respective Personnel under this Agreement or the Indenture, except resulting from a Collateral Manager Breach or (2) any Losses due to any mistake, negligence, misconduct or bad faith of any broker or other agent of the time required to complete such transfer;Issuer selected by the Collateral Manager with reasonable care. e(ii) In no event shall the case of Client’s assets that are added to those subject to this Agreement, PIN shall not Collateral Manager be responsible liable for any losses resulting from consequential, punitive, exculpatory or treble damages or lost profits. (iii) The Collateral Manager shall be fully protected in relying in good faith upon the disposition books and records of the Issuer and upon such information, opinions, reports or statements presented to the Issuer by any of its officers or agents (including legal counsel, accountants, auditors, appraisers, investment bankers and other independent experts) as to matters the Collateral Manager reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Issuer, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or from their retention if PIN deems it is not desirable to dispose losses of them, the Issuer or if PIN is not able to timely dispose of them because orderly liquidation is not feasible under prevailing circumstances; and f) PIN shall not be required to accept additions any other facts pertinent to the existence and amount of assets subject from which distributions to Holders might properly be made. (iv) The Collateral Manager shall be fully protected in relying upon any document signed in the appropriate manner by an appropriate Person with respect to any instruction, direction or approval of the Issuer or the Trustee and may also rely on opinions of its counsel with respect to any such instruction, direction or approval. The Collateral Manager shall also be fully protected when acting upon any instrument, certificate or other document that the Collateral Manager believes to be genuine and to be signed or presented by the appropriate Person or Persons. The Collateral Manager shall be under no duty to make any investigation or inquiry as to any statement contained in writing and may accept the same as conclusive evidence of the truth and accuracy of the statements therein contained if the Collateral Manager believes the same to be genuine. (v) Notwithstanding anything in this Agreement without its consent. PIN may provide similar services or the Indenture to other clients and may take action for their accountsthe contrary, itself, its principals or employees which may be the same as, or different from, the action it takes or recommends for Client. g) Client is responsible to provide PIN with tax basis information on new assets placed under PIN’s management, or to caution PIN that no basis information is available when planning portfolio changes. PIN acknowledges its responsibility to confer with Client over potential tax consequences before liquidating such new assets. Aside from said inception assets, PIN’s management any obligation of the portfolio includes consideration Collateral Manager to apply commercially reasonable efforts in purchasing and disposing of possible gains Collateral Obligations and losses resulting from Eligible Investments and the performance of its decisions. Unless specifically notified by Client of unusual tax sensitivity for other duties under this account, PIN will exercise Agreement and the Indenture shall permit the Collateral Manager to take into account its discretion in judging whether potential tax consequences of a decision to liquidate an asset are outweighed by the greater risk of loss by retaining the asset. Such decisions shall be based on what PIN believes will be in the best interest of Clientinvestment decision-making process and any other considerations it deems appropriate.

Limits of Responsibility. a(i) Client shall be responsible The Collateral Manager assumes no responsibility under this Agreement other than to render the services called for directing hereunder and under the manner in which proxies solicited by issuers terms of securities beneficially owned by the Client shall be voted. b) Client shall also be responsible for making all elections relative Indenture applicable to any mergersit, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining subject to the Client’s investment assets. PIN is authorized to instruct standard of conduct described in the Custodian to forward to Client copies of all proxies next succeeding sentence, and shareholder communications relating to the Client’s investment asset. c) PIN shall not be responsible for (1) any action of the Issuer or inaction the Collateral Trustee in following or declining to follow any advice, recommendation or direction of Client the Collateral Manager or (2) any action taken or omitted to be taken by the Collateral Manager at the express direction of the Issuer, the Collateral Trustee or any prior, concurrent or subsequent investment (or other) advisor other than PIN; d) In Person entitled under the case of Client’s assets transferred between accounts, custodians or brokers, or deposited Indenture to or withdrawn from any securities or other account; PIN give direction to the Collateral Manager. The Collateral Manager Parties shall not be responsible liable to the Issuer, the Administrator, the Collateral Trustee, the Loan Agent, the Collateral Administrator, any Secured Party or the Holders of the Debt or any other Persons for (1) any Losses incurred, or for any losses decrease in the value of the Assets, as a result of the actions taken or recommended, or for any omissions (including any failure to act if such action would be prohibited by the Indenture or this Agreement), by the Collateral Manager or its Affiliates or their respective Personnel under this Agreement or the Indenture, except resulting from a Collateral Manager Breach or (2) any Losses due to any mistake, negligence, misconduct or bad faith of any broker or other agent of the time required to complete such transfer;Issuer selected by the Collateral Manager with reasonable care. e(ii) In no event shall the case of Client’s assets that are added to those subject to this Agreement, PIN shall not Collateral Manager be responsible liable for any losses resulting from consequential, punitive, exculpatory or treble damages or lost profits. (iii) The Collateral Manager shall be fully protected in relying in good faith upon the disposition books and records of the Issuer and upon such information, opinions, reports or statements presented to the Issuer by any of its officers or agents (including legal counsel, accountants, auditors, appraisers, investment bankers and other independent experts) as to matters the Collateral Manager reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Issuer, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or from their retention if PIN deems it is not desirable to dispose losses of them, the Issuer or if PIN is not able to timely dispose of them because orderly liquidation is not feasible under prevailing circumstances; and f) PIN shall not be required to accept additions any other facts pertinent to the existence and amount of assets subject from which distributions to Holders might properly be made. (iv) The Collateral Manager shall be fully protected in relying upon any document signed in the appropriate manner by an appropriate Person with respect to any instruction, direction or approval of the Issuer or the Collateral Trustee and may also rely on opinions of its counsel with respect to any such instruction, direction or approval. The Collateral Manager shall also be fully protected when acting upon any instrument, certificate or other document that the Collateral Manager believes to be genuine and to be signed or presented by the appropriate Person or Persons. The Collateral Manager shall be under no duty to make any investigation or inquiry as to any statement contained in writing and may accept the same as conclusive evidence of the truth and accuracy of the statements therein contained if the Collateral Manager believes the same to be genuine. (v) Notwithstanding anything in this Agreement without its consent. PIN may provide similar services or the Indenture to other clients and may take action for their accountsthe contrary, itself, its principals or employees which may be the same as, or different from, the action it takes or recommends for Client. g) Client is responsible to provide PIN with tax basis information on new assets placed under PIN’s management, or to caution PIN that no basis information is available when planning portfolio changes. PIN acknowledges its responsibility to confer with Client over potential tax consequences before liquidating such new assets. Aside from said inception assets, PIN’s management any obligation of the portfolio includes consideration Collateral Manager to apply commercially reasonable efforts in purchasing and disposing of possible gains Collateral Obligations and losses resulting from Eligible Investments and the performance of its decisions. Unless specifically notified by Client of unusual tax sensitivity for other duties under this account, PIN will exercise Agreement and the Indenture shall permit the Collateral Manager to take into account its discretion in judging whether potential tax consequences of a decision to liquidate an asset are outweighed by the greater risk of loss by retaining the asset. Such decisions shall be based on what PIN believes will be in the best interest of Clientinvestment decision-making process and any other considerations it deems appropriate.