“Internal Control Event” means a material weakness in, or fraud that involves management of the Borrower, or Adviser or Sub-Adviser, which fraud has a material effect on the Borrower’s internal controls over public reporting.

Effect of Termination. If this Agreement is terminated as provided in Section 7.1, all further obligations under this Agreement will terminate and no Party hereto will have any liability in respect of the termination of this Agreement; provided, however, that # the confidentiality obligations of Buyer and Seller described in Section 4.3 will survive any such termination and # no such termination will relieve any Party from liability for fraud or for any breach of any representation, warranty, covenant or agreement set forth in this Agreement prior to such termination and in the event of fraud or such breach, the Parties hereto will be entitled to exercise any and all remedies available under law or equity in accordance with this Agreement.

any act of fraud, theft, or dishonesty;

Except as provided for herein, in no event shall the maximum aggregate liability of Buyer in respect of any claims by the Seller Indemnified Parties against Buyer pursuant to [Section 11.3] exceed in the aggregate an amount equal to the Cap Amount; provided, however, that in the event of fraud there shall be no such limitation and the Cap Amount shall not apply.

Employee commits any act or acts of fraud, misappropriation or dishonesty;

any act of fraud, dishonesty, embezzlement, theft or unethical business conduct by you in connection with your duties or in the course of your employment, or your admission or conviction of a felony or of any crime involving moral turpitude, fraud, dishonesty, embezzlement, theft or misrepresentation;

felony; # the Employee engaging or directing in fraud, theft, dishonesty, misconduct or

DISCLAIMER OF CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR LOST REVENUES ARISING FROM OR RELATED TO THIS AGREEMENT, EXCEPT TO THE EXTENT RESULTING FROM FRAUD, GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT AND/OR FOR EITHER PARTY’S BREACH OF ARTICLE 13 HEREOF.

In the event of any dispute relating to this Agreement or any of its terms, the parties agree to submit to mediation to remedy all disputes and the parties agree that there shall be no recourse to any court whatsoever except in the instance of accusations of fraud. The parties shall mutually agree upon the mediator to be employed.

•the reasonable fees incurred with prior notice to us by an identity fraud mitigation entity to: