Common use of General Duties and Services of the Administrator Clause in Contracts

General Duties and Services of the Administrator. The Administrator xxxxxx agrees to perform the following general duties and services: (a) To maintain the records and prepare reports of and provide accounting services to the LLC as follows: (i) maintenance of daily general accounting records of the LLC in such form and in sufficient detail as to permit the preparation of financial statements in accordance with GAAP and preparation of periodic reports as follows: (A) statements of net assets; (B) statements of income (including supporting detail for coupon, amortization, and realized and unrealized gains/losses) and supporting general xxxxxx and trial balances; (C) balance sheets; (D) statements of cash flows; (E) statements of changes in net assets (including support for required footnote disclosures); (F) FAS 157 disclosures; (G) income and expense accruals; (H) daily trial balances; and (I) other calculations and reports as the parties may agree to from time to time. (ii) preparation of periodic financial statements and associated footnotes for certification by the LLC’s independent public accountants, including furnishing to the Lender and the Managing Member the annual audited balance sheet and related audited statements of income and cash flows within 120 days after the end of each fiscal year and the unaudited balance sheet and related unaudited statements of income within 60 days after the end of each of the first three fiscal quarters of the LLC, excluding footnotes in the case of quarterly financials; (iii) providing a list setting forth the amount of the Obligations held by the Lender; (iv) quarterly re-pricing of the Investments of the Borrower (the “Portfolio Investments”), excluding those accounted for as held to maturity, using pricing sources selected and approved by the Managing Member, which re- pricing shall be reconciled with the Manager’s pricing files; (v) daily accounting and reconciliation of cash and security trades and other activity in the Investment Account, Clearing Account and any other custody accounts, as applicable; (vi) monthly reconciling of all Portfolio Investments, balance of outstanding Loans and any cash on deposit with the Custodian against the records of the Lender, Custodian and Manager within 15 Business Days after the end of each calendar month; and (vii) on an annual basis (beginning with year ended December 31, 2008), producing a mark-to-fair-value holdings report on the Portfolio Investments in the Accounts (as defined in the Custodian Agreement) for the purpose of the LLC and the Managing Member complying with FAS 157 disclosure;S (viii) providing such information received on Fees, Costs and Expenses and other matters as reasonably requested by the Lender; (ix) not later than 3:00 p.m. (or such other time agreed upon by the parties hereto), on each Business Day, preparing and delivering a report substantially in the form of Annex I hereto, as such form may be amended from time to time by the parties hereto (each such report, a “Daily Summary Report”), and with information regarding such day to the Manager, the Managing Member, the LLC and the Lender. To the extent that the Administrator has not received in a timely manner information from the Manager that is reasonably necessary to complete the Daily Summary Report, the Administrator shall so inform the LLC; provided that the failure to so inform will not result in any liability with respect to the Administrator; (x) for each month, preparing and delivering to the Managing Member and the Manager a report substantially in the form of Annex II hereto, as such form may be amended from time to time by the parties hereto (each such report, a “Payment Calculation Report”), for the upcoming Payment Date by such time and in accordance with such procedures as agreed to by the parties hereto such that pursuant to the Managing Member’s Instruction (as defined in the Custodian Agreement) disbursements and payments specified in Section II of such Payment Calculation Report could be made by such Payment Date. Each Payment Calculation Report shall set forth in detail the information required by Sections I and II thereof (in each case, calculated as of the last Business Day of the prior calendar month (each such date, a “Payment Calculation Date”)), and information regarding the payment of unpaid Fees and Costs and Expenses incurred prior to the related Payment Calculation Date shall be based on certificates, documents,

General Duties and Services of the Administrator. The Administrator xxxxxx hereby agrees to perform the following general duties and services: (a) To maintain the records and prepare reports of and provide accounting services to the LLC as follows: (i) maintenance of daily general accounting records of the LLC in such form and in sufficient detail as to permit the preparation of financial statements in accordance with GAAP and preparation of periodic reports as follows: (A) statements of net assets; (B) statements of income (including supporting detail for coupon, amortization, and realized and unrealized gains/losses) and supporting general xxxxxx ledger and trial balances; (C) balance sheets; (D) statements of cash flows; (E) statements of changes in net assets (including support for required footnote disclosures); (F) FAS 157 disclosures; (G) income and expense accruals; (H) daily trial balances; and (I) other calculations and reports as the parties may agree to from time to time. (ii) preparation of periodic financial statements and associated footnotes for certification by the LLC’s independent public accountants, including furnishing to the Lender and the Managing Member the annual audited balance sheet and related audited statements of income and cash flows within 120 days after the end of each fiscal year and the unaudited balance sheet and related unaudited statements of income within 60 days after the end of each of the first three fiscal quarters of the LLC, excluding footnotes in the case of quarterly financials; (iii) providing a list setting forth the amount of the Obligations held by the Lender; (iv) quarterly re-pricing of the Investments of the Borrower (the “Portfolio Investments”), excluding those accounted for as held to maturity, using pricing sources selected and approved by the Managing Member, which re- pricing shall be reconciled with the Manager’s pricing files; (v) daily accounting and reconciliation of cash and security trades and other activity in the Investment Account, Clearing Account and any other custody accounts, as applicable; (vi) monthly reconciling of all Portfolio Investments, balance of outstanding Loans and any cash on deposit with the Custodian against the records of the Lender, Custodian and Manager within 15 Business Days after the end of each calendar month; and (vii) on an annual basis (beginning with year ended December 31, 2008), producing a markxxxx-to-fair-value holdings report on the Portfolio Investments in the Accounts (as defined in the Custodian Agreement) for the purpose of the LLC and the Managing Member complying with FAS 157 disclosure;S (viii) providing such information received on Fees, Costs and Expenses and other matters as reasonably requested by the Lender; (ix) not later than 3:00 p.m. (or such other time agreed upon by the parties hereto), on each Business Day, preparing and delivering a report substantially in the form of Annex I hereto, as such form may be amended from time to time by the parties hereto (each such report, a “Daily Summary Report”), and with information regarding such day to the Manager, the Managing Member, the LLC and the Lender. To the extent that the Administrator has not received in a timely manner information from the Manager that is reasonably necessary to complete the Daily Summary Report, the Administrator shall so inform the LLC; provided that the failure to so inform will not result in any liability with respect to the Administrator; (x) for each month, preparing and delivering to the Managing Member and the Manager a report substantially in the form of Annex II hereto, as such form may be amended from time to time by the parties hereto (each such report, a “Payment Calculation Report”), for the upcoming Payment Date by such time and in accordance with such procedures as agreed to by the parties hereto such that pursuant to the Managing Member’s Instruction (as defined in the Custodian Agreement) disbursements and payments specified in Section II of such Payment Calculation Report could be made by such Payment Date. Each Payment Calculation Report shall set forth in detail the information required by Sections I and II thereof (in each case, calculated as of the last Business Day of the prior calendar month (each such date, a “Payment Calculation Date”)), and information regarding the payment of unpaid Fees and Costs and Expenses incurred prior to the related Payment Calculation Date shall be based on certificates, documents,

General Duties and Services of the Administrator. The Administrator xxxxxx hereby agrees to perform the following general duties and services:services and only such duties and services as are set forth in the Transaction Documents, including this Agreement. No implied duties, covenants or obligations of the Administrator shall be read into the Transaction Documents and this Agreement. (a) To maintain the records and prepare reports of and provide accounting services to the LLC ML III as follows: (i) maintenance of daily general accounting records of the LLC ML III in such form and in sufficient detail as to permit the preparation of financial statements in accordance with GAAP and preparation of periodic reports as follows: (A) statements of net assets; (B) statements of income (including supporting detail for coupon, amortization, and realized and unrealized gains/gains and losses) and supporting general xxxxxx ledger and trial balances; (C) balance sheets; (D) statements of cash flows; (E) statements of changes in net assets (including support for required footnote disclosures); (F) appropriate consolidation entries for holdings where ML III is primary beneficiary (if necessary); (G) FAS 157 disclosures; (GH) income and expense accruals; (HI) accounting for Permitted Investments; (J) daily trial balancesbalance with supporting detail available related to line items in the trial balance; and (IK) other calculations and reports as the parties may agree weekly reporting sufficient to from time to time.facilitate FRBNY reporting requirements; (ii) preparation of periodic financial statements and associated footnotes for certification by the LLCML III’s independent public accountants, including furnishing to the Lender Senior Lender, the Equity Investor, the Controlling Party and the Managing Member the annual audited balance sheet and related audited statements of income and cash flows within 120 days after the end of each fiscal year and the unaudited balance sheet and related unaudited statements of income within 60 35 days after the end of each of the first three fiscal quarters of the LLCML III, excluding footnotes in the case of quarterly financials; (iii) providing on each Notice Date (as defined in Section 6.05(d) of this Agreement), the Administrator shall start to prepare a list setting forth draft “Payment Calculation Report” used as a basis for the amount Controlling Party to approve payments from ML III for the Payment Date scheduled to occur immediately succeeding such Notice Date, which will include all requests for payment received from the date following the preceding Notice Date up to and including such Notice Date. No later than the last day of the Obligations held calendar month or, if such date is not a Business Day, the next succeeding Business Day (or if Notice Dates and Payment Dates are adjusted to occur more or less frequently than monthly, such other date as the Controlling Party may specify pursuant to a Proper Instruction), the Administrator will deliver the draft Payment Calculation Report to the Investment Manager, the Equity Investor, the Collateral Agent and the Controlling Party. Not later than two Business Days prior to the Payment Date, the Administrator will deliver the final Payment Calculation Report, approved by the LenderControlling Party, to each of the Equity Investor, the Investment Manager, ML III and the Collateral Agent; (iv) quarterly monthly re-pricing of the Investments of Collateral (other than for the Borrower (CDO Issues, for which the “Portfolio Investments”), excluding those accounted for as held to maturity, using pricing sources selected and approved by the Managing Member, which re- re-pricing shall be reconciled with quarterly) using pricing files received from the Manager’s pricing filesInvestment Manager and any other consultants or advisors retained by ML III or the Controlling Party; (v) daily accounting and reconciliation of cash and security trades and other activity in the Investment Collateral Account, Clearing Account and any other custody accounts, as applicable; (vi) monthly reconciling of all Portfolio Investments, balance the net asset value of outstanding Loans and any cash the Collateral on deposit with in the Custodian against Collateral Account to the Investment Manager’s and the Collateral Agent’s records of the Lender, Custodian and Manager within 15 Business Days after the end of each monthly close commencing with the monthly close for the first full calendar month; andmonth following the Closing Date; (vii) on an a quarterly and annual basis (beginning with year ended December 31basis, 2008), producing a mark-to-fair-value holdings report on the Portfolio Investments in the Accounts (as defined in the Custodian Agreement) for the purpose performing independent pricing of the LLC Collateral for which commercially reasonable pricing services are available, and providing comparisons with the Managing Member complying with FAS 157 disclosure;SInvestment Manager’s pricing; (viii) providing such information received on Fees, Costs prepare and Expenses deliver the “Weekly Report” in accordance with Section 4.01 of the Master Investment and other matters as reasonably requested by the LenderCredit Agreement; (ix) not later than 3:00 p.m. (or such other time agreed upon by the parties hereto), on each Business Day, preparing prepare and delivering deliver a report substantially “Reset Date Notice” in the form of Annex I heretoExhibit B to this Agreement setting forth the information required by Section 4.02 of the Master Investment and Credit Agreement; and (x) providing all other records, reports, information and accounting services as are reasonably related to the foregoing or as may be reasonably requested by the Managing Member. The Administrator shall be entitled to retain, at the sole, but reasonable, cost and expense of ML III (but not subject to separate cost or invoice to ML III from those in the Fee Letter to the extent such costs and expenses are to be covered by fees paid under the Fee Letter), the services of any consultant, auditor or advisor to perform any or all of the duties set forth in this Section 2.01(a) as a Sub-Vendor in accordance with Section 2.05. (b) To provide administrative services to ML III as follows: (i) assistance and cooperation with ML III’s independent public accountants or other examiners in connection with their audits and other examinations of ML III; (ii) identifying the need for, and preparing for execution by the appropriate Person on behalf of ML III of, any state, Federal or applicable foreign tax reports or filings and any income, franchise or other tax returns of ML III as shall be required to be filed under applicable law, and communicating with the Collateral Agent to facilitate payment of any such taxes owed (for the avoidance of doubt, the Managing Member shall maintain control over any decisions regarding tax elections); (iii) taking such actions as necessary to preserve, renew and keep in full force and effect ML III’s organizational existence, including completing any filings to maintain the good standing of ML III in Delaware as necessary in the normal conduct of ML III’s business; (iv) cooperating with tax and accounting preparation for other appropriate parties, as such form applicable; (v) identifying and assisting in the completion of any other filings, including any financing statements, required to be made on behalf of ML III; and (vi) providing other administrative services reasonably related to the foregoing or as may be amended from time to time reasonably requested by the parties hereto Managing Member. (c) To administer notices and other communications as follows: (i) receiving notices (including notices of Liens on the Collateral) and other communications received by ML III under the Transaction Documents or any other documents associated with the transactions contemplated by the Transaction Documents and promptly notifying the Managing Member or other appropriate party, as applicable, upon receipt or discovery of such notices, consents and other communications; and (ii) cooperating with ML III to prepare and send out notices and other communications as required or permitted under the Transaction Documents, or any other documents associated with the transactions contemplated by the Transaction Documents. (d) To determine LIBOR monthly, calculate the accrued interest payable on each Senior Loan, the outstanding principal amount of each Senior Loan, the preferred distributions accrued on the Equity Contribution Amount and the Equity Contribution Amount pursuant to each of the Transaction Documents and deliver any notices regarding capitalized interest, the outstanding principal amount of each Senior Loan, the Equity Contribution Amount and changes in interest rates in accordance with each of the Transaction Documents (including the Reset Date Notice pursuant to Section 4.02 of the Master Investment and Credit Agreement). (e) To take all other actions on behalf of ML III that are required under the Transaction Documents, or any other documents associated with the transactions contemplated by the Transaction Documents, as instructed by the Managing Member or its designee, including (i) monitoring the performance of ML III under such reportdocuments to cause it to comply with the representations, warranties and covenants set forth therein and to avoid a “Daily Summary Report”)default under such documents, (ii) deliver the Payment Calculation Report and with information regarding such day reports on positions and their valuation, (iii) taking the actions that are set forth in this Agreement or that are necessary to carry out the Manager, activities contemplated in this Section 2.01 and (iv) taking any steps reasonably requested by the Managing Member, the LLC and the Lender. To the extent that the Administrator has not received Controlling Party or its designee in a timely manner information from the Manager that is reasonably necessary to complete the Daily Summary Report, the Administrator shall so inform the LLC; provided that the failure to so inform will not result in any liability connection with respect to the Administrator; (x) for each month, preparing and delivering to the Managing Member and the Manager a report substantially in the form of Annex II hereto, as such form may be amended from time to time by the parties hereto (each such report, a “Payment Calculation Report”), for the upcoming Payment Date by such time and in accordance with such procedures as agreed to by the parties hereto such that pursuant to the Managing Member’s Instruction (as defined in the Custodian Agreement) disbursements and payments specified in Section II of such Payment Calculation Report could be made by such Payment Date. Each Payment Calculation Report shall set forth in detail the information required by Sections I and II thereof (in each case, calculated as its performance of the last Business Day of obligations under the prior calendar month (each such date, a “Payment Calculation Date”)), and information regarding the payment of unpaid Fees and Costs and Expenses incurred prior to the related Payment Calculation Date shall be based on certificates, documents,Transaction Documents.

General Duties and Services of the Administrator. The Administrator xxxxxx hereby agrees to perform the following general duties and services:services and only such duties and services as are set forth in the Transaction Documents, including this Agreement. No implied duties, covenants or obligations of the Administrator shall be read into the Transaction Documents and this Agreement. (a) To maintain the records and prepare reports of and provide accounting services to the LLC XX XX as follows: (i) maintenance of daily general accounting records of the LLC XX XX in such form and in sufficient detail as to permit the preparation of financial statements in accordance with GAAP and preparation of periodic reports as follows: (A) statements of net assets; (B) statements of income (including supporting detail for coupon, amortization, and realized and unrealized gains/gains and losses) and supporting general xxxxxx ledger and trial balances; (C) balance sheets; (D) statements of cash flows; (E) statements of changes in net assets (including support for required footnote disclosures); (F) appropriate consolidation entries for holdings where XX XX is primary beneficiary (if necessary); (G) FAS 157 disclosures; (GH) income and expense accruals; (HI) accounting for Permitted Investments; (J) daily trial balancesbalance with supporting detail available related to line items in the trial balance; and (IK) other calculations and reports as the parties may agree weekly reporting sufficient to from time to time.facilitate FRBNY reporting requirements; (ii) preparation of periodic financial statements and associated footnotes for certification by the LLCML II’s independent public accountants, including furnishing to the Lender Senior Lender, American International Group, Inc. (“AIG”) on behalf of the Sellers (as defined in the Asset Purchase Agreement dated as of December 12, 2008 among the Sellers party thereto, AIG Securities Lending Corp., as AIG Agent, FRBNY, as Controlling Party, and Maiden Lane II LLC), the Controlling Party and the Managing Member the annual audited balance sheet and related audited statements of income and cash flows within 120 days after the end of each fiscal year and the unaudited balance sheet and related unaudited statements of income within 60 35 days after the end of each of the first three fiscal quarters of the LLCXX XX, excluding footnotes in the case of quarterly financials; (iii) providing on each Notice Date (as defined in Section 6.05(d) of this Agreement), the Administrator shall start to prepare a list setting forth draft “Payment Calculation Report” used as a basis for the amount Controlling Party to approve payments from XX XX for the Payment Date scheduled to occur immediately succeeding such Notice Date, which will include all requests for payment received from the date following the preceding Notice Date up to and including such Notice Date. No later than the last day of the Obligations held calendar month or, if such date is not a Business Day, the next succeeding Business Day (or if Notice Dates and Payment Dates are adjusted to occur more or less frequently than monthly, such other date as the Controlling Party may specify pursuant to a Proper Instruction), the Administrator will deliver the draft Payment Calculation Report to the Investment Manager, AIG on behalf of the Sellers, the Collateral Agent and the Controlling Party. Not later than two Business Days prior to the Payment Date, the Administrator will deliver the final Payment Calculation Report, approved by the LenderControlling Party, to each of AIG on behalf of the Sellers, the Investment Manager, XX XX and the Collateral Agent; (iv) quarterly monthly re-pricing of the Investments of the Borrower (the “Portfolio Investments”), excluding those accounted for as held to maturity, Collateral using pricing sources selected files received from the Investment Manager and approved any other consultants or advisors retained by XX XX or the Managing Member, which re- pricing shall be reconciled with the Manager’s pricing filesControlling Party; (v) daily accounting and reconciliation of cash and security trades and other activity in the Investment Collateral Account, Clearing Account and any other custody accounts, as applicable; (vi) monthly reconciling of all Portfolio Investments, balance the net asset value of outstanding Loans and any cash the Collateral on deposit with in the Custodian against Collateral Account to the Investment Manager’s and the Collateral Agent’s records of the Lender, Custodian and Manager within 15 Business Days after the end of each monthly close commencing with the monthly close for the first full calendar month; andmonth following the Closing Date; (vii) on an a quarterly and annual basis (beginning with year ended December 31basis, 2008), producing a mark-to-fair-value holdings report on the Portfolio Investments in the Accounts (as defined in the Custodian Agreement) for the purpose performing independent pricing of the LLC Collateral for which commercially reasonable pricing services are available, and providing comparisons with the Managing Member complying with FAS 157 disclosure;SInvestment Manager’s pricing; (viii) providing such information received on Fees, Costs prepare and Expenses and other matters as reasonably requested by deliver the Lender“Weekly Report” in accordance with Section 3.01 of the Credit Agreement; (ix) not later than 3:00 p.m. (or such other time agreed upon by the parties hereto), on each Business Day, preparing prepare and delivering deliver a report substantially “Reset Date Notice” in the form of Annex I heretoExhibit C to the Credit Agreement setting forth the information required by Section 3.02 of the Credit Agreement; and (x) providing all other records, reports, information and accounting services as are reasonably related to the foregoing or as may be reasonably requested by the Managing Member. The Administrator shall be entitled to retain, at the sole, but reasonable, cost and expense of XX XX (but not subject to separate cost or invoice to XX XX from those in the Fee Letter to the extent such costs and expenses are to be covered by fees paid under the Fee Letter), the services of any consultant, auditor or advisor to perform any or all of the duties set forth in this Section 2.01(a) as a Sub-Vendor in accordance with Section 2.05. (b) To provide administrative services to XX XX as follows: (i) assistance and cooperation with ML II’s independent public accountants or other examiners in connection with their audits and other examinations of XX XX; (ii) identifying the need for, and preparing for execution by the appropriate Person on behalf of XX XX of, any state, Federal or applicable foreign tax reports or filings and any income, franchise or other tax returns of XX XX as shall be required to be filed under applicable law, and communicating with the Collateral Agent to facilitate payment of any such taxes owed (for the avoidance of doubt, the Managing Member shall maintain control over any decisions regarding tax elections); (iii) taking such actions as necessary to preserve, renew and keep in full force and effect ML II’s organizational existence, including completing any filings to maintain the good standing of XX XX in Delaware as necessary in the normal conduct of ML II’s business; (iv) cooperating with tax and accounting preparation for other appropriate parties, as such form applicable; (v) identifying and assisting in the completion of any other filings, including any financing statements, required to be made on behalf of XX XX; and (vi) providing other administrative services reasonably related to the foregoing or as may be amended from time to time reasonably requested by the parties hereto Managing Member. (c) To administer notices and other communications as follows: (i) receiving notices (including notices of Liens on the Collateral) and other communications received by XX XX under the Transaction Documents or any other documents associated with the transactions contemplated by the Transaction Documents and promptly notifying the Managing Member or other appropriate party, as applicable, upon receipt or discovery of such notices, consents and other communications; and (ii) cooperating with XX XX to prepare and send out notices and other communications as required or permitted under the Transaction Documents, or any other documents associated with the transactions contemplated by the Transaction Documents. (d) To determine LIBOR monthly, calculate the accrued interest payable on the Senior Loan, the outstanding principal amount of the Senior Loan, the accrued interest payable on the Fixed Deferred Purchase Price and the outstanding amount of the Fixed Deferred Purchase Price and deliver any notices regarding capitalized interest, the outstanding principal amount of the Senior Loan and the Fixed Deferred Purchase Price in accordance with each of the Transaction Documents (including the Reset Date Notice pursuant to Section 3.02 of the Credit Agreement). (e) To take all other actions on behalf of XX XX that are required under the Transaction Documents, or any other documents associated with the transactions contemplated by the Transaction Documents, as instructed by the Managing Member or its designee, including (i) monitoring the performance of XX XX under such reportdocuments to cause it to comply with the representations, warranties and covenants set forth therein and to avoid a “Daily Summary Report”)default under such documents, (ii) delivering the Payment Calculation Report and with information regarding such day reports on positions and their valuation, (iii) taking the actions that are set forth in this Agreement or that are necessary to carry out the Manager, activities contemplated in this Section 2.01 and (iv) taking any steps reasonably requested by the Managing Member, the LLC and the Lender. To the extent that the Administrator has not received Controlling Party or its designee in a timely manner information from the Manager that is reasonably necessary to complete the Daily Summary Report, the Administrator shall so inform the LLC; provided that the failure to so inform will not result in any liability connection with respect to the Administrator; (x) for each month, preparing and delivering to the Managing Member and the Manager a report substantially in the form of Annex II hereto, as such form may be amended from time to time by the parties hereto (each such report, a “Payment Calculation Report”), for the upcoming Payment Date by such time and in accordance with such procedures as agreed to by the parties hereto such that pursuant to the Managing Member’s Instruction (as defined in the Custodian Agreement) disbursements and payments specified in Section II of such Payment Calculation Report could be made by such Payment Date. Each Payment Calculation Report shall set forth in detail the information required by Sections I and II thereof (in each case, calculated as its performance of the last Business Day of obligations under the prior calendar month (each such date, a “Payment Calculation Date”)), and information regarding the payment of unpaid Fees and Costs and Expenses incurred prior to the related Payment Calculation Date shall be based on certificates, documents,Transaction Documents.