Common use of OTHER ADMINISTRATIVE SERVICES Clause in Contracts

OTHER ADMINISTRATIVE SERVICES. The Manager shall: (a) develop, maintain and monitor internal audit controls, disclosure controls and information technology for the Company; (b) assist with arranging board meetings, director accommodation and travel for board meetings, and preparing meeting materials; (c) prepare detailed papers and agendas for scheduled meetings of the Board of Directors (and any and all committees thereof) that, where applicable, contain such information as is reasonably available to the Manager to enable the Board of Directors (and any such committees) to base their opinion; (d) in conjunction with the papers and agendas referred to in paragraph (c) above, prepare or cause to be prepared reports to be considered by the Board of Directors (or any applicable committee thereof) in accordance with the Company’s internal policies and procedures on any acquisition, investment or sale of any part of the Containership Business proposed for consideration by such Board of Directors and otherwise in respect of the performance of the Manager’s obligations under this Agreement; (e) obtain on behalf of the Company general insurance, director and officer liability insurance and other insurance of the Company not related to the Company’s vessels that would normally be obtained for a company in a similar business to the Company; (f) administer payroll services, benefits and directors fees, as applicable, for the Crew, Chief Financial Officer and any other employee, officer or director of the Company and for convenience, the Manager may include the Manager’s Personnel, Chief Financial Officer and the Crew in one payroll and human resource system; (g) provide office space and office equipment for personnel of the Company at the location of the Manager, including a suitable office for the Chief Financial Officer and clerical, secretarial, accounting and administrative assistance as may be reasonably necessary; (h) provide all administrative services required in connection with the Credit Facility and Other Financing Agreements; (i) negotiate loan and credit terms with lenders in the ordinary course and monitor and maintain compliance therewith; (j) negotiate and arrange for interest rate swap agreements, foreign currency contracts and forward exchange contracts; (k) monitor the performance of investment managers; (l) at the request and under the direction of the Company, handle all administrative and clerical matters in respect of (i) the call and arrangement of all annual and/or special meetings of shareholders, (ii) the preparation of all materials (including notices of meetings and information circulars) in respect thereof and (iii) the submission of all such materials to the Company in sufficient time prior to the dates upon which they must be mailed, filed or otherwise relied upon so that the Company has full opportunity to review, approve, execute and return them to the Manager for filing or mailing or other disposition as the Company may require or direct; (m) provide, at the request and under the direction of the Company, such communications to the transfer agent for the Company as may be necessary or desirable; (n) make recommendations to the Company for the appointment of auditors, accountants, legal counsel and other accounting, financial or legal advisers, and technical, commercial, marketing or other independent experts; (o) attend to all matters necessary for any reorganization, bankruptcy or insolvency petitions or proceedings, liquidation, dissolution or winding up of the Company; and (p) attend to all other administrative matters necessary to ensure the professional management of the Company’s business.

OTHER ADMINISTRATIVE SERVICES. The Manager shallwill: (a) develop, maintain and monitor internal audit controls, disclosure controls and information technology for the Company; (b) assist with arranging board meetingsmeetings of the Board of Directors, director accommodation and travel for board meetingsmeetings of the Board of Directors, and preparing meeting materialsmaterials for meetings of the Board of Directors; (c) prepare detailed papers and agendas for scheduled meetings of the Board of Directors (and any and all committees thereof) that, where applicable, contain such information as is reasonably available to the Manager to enable the Board of Directors (and any such committees) to base their opinion; (d) in conjunction with the papers and agendas referred to in paragraph (c) above, prepare or cause to be prepared reports to be considered by the Board of Directors (or any applicable committee thereof) in accordance with the Company’s internal policies and procedures on any acquisition, investment or sale of any Crude Carrier or Group Company or any part of the Containership Crude Carrier Business proposed for consideration by such Board of Directors and otherwise in respect of the performance of the Manager’s obligations under this Agreement; (e) obtain on behalf of the Company general insurance, director and officer liability insurance and other insurance of the Company not related to the Company’s vessels Vessels or the Crews that would normally be obtained for a company in a similar business to the Company; (f) administer payroll services, benefits and benefits, directors fees, as applicable, for the Crew, Chief Financial Officer and any other employee, officer or director of the Company and for convenience, the Manager may include other than the Manager’s Personnel, Chief Financial Officer Personnel and the Crew in one payroll and human resource systemCrew; (g) provide office space and office equipment for personnel of the Company at the location of the Managerin Hong Kong, including a suitable office space for the Chief Financial Officer and any clerical, secretarial, accounting and administrative assistance as may be reasonably necessary; (h) provide all administrative services required assistance and advice to the Group with respect to any existing and future financings, including the monitoring and administration of the compliance with any applicable financing terms and conditions in connection effect with the Credit Facility and Other Financing Agreementsinvestors, banks or other financial institutions; (i) negotiate loan and credit terms with lenders in the ordinary course and monitor and maintain compliance therewith; (j) negotiate and arrange for interest rate swap agreements, foreign currency contracts and forward exchange contracts; (k) monitor the performance of investment managers; (l) at the request and under the direction of the Company, handle all administrative and clerical matters in respect of (i) the call convening and arrangement of all annual and/or special meetings of shareholders, (ii) the preparation of all materials (including notices of meetings and information circulars) in respect thereof and (iii) the submission of all such materials to the Company in sufficient time prior to the dates upon which they must be mailed, filed or otherwise relied upon so that the Company has a full opportunity to review, approve, execute and return them to the Manager for filing or mailing or other disposition as the Company may require or direct; (m) provide, at the request and under the direction of the Company, such communications to the transfer agent for the Company as may be necessary or desirable; (n) make recommendations to the Company Group Companies for the appointment of auditors, accountants, legal counsel and other accounting, financial or legal advisers, and technical, commercial, marketing or other independent experts; (o) attend to all matters necessary for any reorganization, bankruptcy or insolvency petitions or proceedings, liquidation, dissolution or winding up of any Group Company; (p) except as otherwise contemplated herein, representing any Group Company generally in its dealings and relations with third parties; (q) providing assistance in the Companypreparation of periodic and other reports, proxy statements, registration statements and other documents and reports required by Applicable Law or the rules of any securities exchange or inter-dealer quotation system on which the securities of the Company or any Group Company may be listed or quoted; (r) preparing reports concerning the performance of the services hereunder and the performance of third parties with whom any member of the Group has contractual relationships and furnishing advice and recommendations with respect to all aspects of the business affairs of such member of the Group; and (ps) attend to all other administrative matters necessary to ensure the professional management of the CompanyGroup’s business.

OTHER ADMINISTRATIVE SERVICES. The Manager shallwill: (a) develop, maintain and monitor internal audit controls, disclosure controls and information technology for the Company; (b) assist with arranging board meetings, director accommodation and travel for board meetings, and preparing meeting materials; (c) prepare detailed papers and agendas for scheduled meetings of the Board of Directors (and any and all committees thereof) that, where applicable, contain such information as is reasonably available to the Manager to enable the Board of Directors (and any such committees) to base their opinion; (d) in conjunction with the papers and agendas referred to in paragraph (c) above, prepare or cause to be prepared reports to be considered by the Board of Directors (or any applicable committee thereof) in accordance with the Company’s internal policies and procedures on any acquisition, investment or sale of any part of the Containership Business proposed for consideration by such Board of Directors and otherwise in respect of the performance of the Manager’s obligations under this Agreement; (e) obtain on behalf of the Company general insurance, director and officer liability insurance and other insurance of the Company not related to the Company’s vessels Vessels that would normally be obtained for a company in a similar business to the Company; (f) administer payroll services, benefits and benefits, directors fees, as applicable, for the Crew, Chief Financial Officer and any other employee, officer or director of the Company and for convenience, the Manager may include the Manager’s Personnel, Chief Financial Officer and the Crew in one payroll and human resource system; (g) provide office space and office equipment for personnel of the Company at the location of the Manager, including a suitable office for the Chief Financial Officer and clerical, secretarial, accounting and administrative assistance as may be reasonably necessary; (h) provide all administrative services required in connection with the Credit Facility and Other Financing Agreementsany other financings of the Company; (i) negotiate loan and credit terms with lenders in the ordinary course and monitor and maintain compliance therewith; (j) negotiate and arrange for interest rate swap agreements, foreign currency contracts and forward exchange contracts; (k) monitor the performance of investment managers; (l) at the request and under the direction of the Company, handle all administrative and clerical matters in respect of (i) the call and arrangement of all annual and/or special meetings of shareholders, (ii) the preparation of all materials (including notices of meetings and information circulars) in respect thereof and (iii) the submission of all such materials to the Company in sufficient time prior to the dates upon which they must be mailed, filed or otherwise relied upon so that the Company has full opportunity to review, approve, execute and return them to the Manager for filing or mailing or other disposition as the Company may require or direct; (m) provide, at the request and under the direction of the Company, such communications to the transfer agent for the Company as may be necessary or desirable; (n) make recommendations to the Company for the appointment of auditors, accountants, legal counsel and other accounting, financial or legal advisers, and technical, commercial, marketing or other independent experts; (o) attend to all matters necessary for any reorganization, bankruptcy or insolvency petitions or proceedings, liquidation, dissolution or winding up of the Company; and (p) attend to all other administrative matters necessary to ensure the professional management of the Company’s business.