Duties of the Servicing Agent

Duties of the Servicing Agent. (a) Engagement of Servicing Agent. The Company hereby retains the Servicing Agent to furnish, or arrange for others to furnish, the Administrative Services described below, subject to review by and the overall control of the Board of Directors of the Company (the "Board"), for the period and on the terms and conditions set forth in this Agreement. The Servicing Agent hereby accepts such retention and agrees during such period to render, or arrange for the rendering of, such Administrative Services and to assume the obligations herein set forth subject to the reimbursement of costs and expenses provided for below. The Servicing Agent shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized herein, have no authority to act for or represent the Company or any MLC Subsidiary (as defined below) in any way or otherwise be deemed an agent of the Company or any MLC Subsidiary. For the avoidance of doubt, in its capacity as Servicing Agent, the Servicing Agent shall not provide any investment advice or recommendations to the Company or any MLC Subsidiary. (b) Administrative Services. The Servicing Agent shall perform (or oversee, or arrange for, or assist with, the performance of) the administrative services necessary for the operation of the Company and one or more of its subsidiaries (as defined in the Business Corporations Act (Ontario) (each, a "MLC Subsidiary"), including, without limitation: (i) provision of office facilities and equipment, clerical, bookkeeping, tax, valuation, general consulting, compliance and recordkeeping services and such other administrative services as the Servicing Agent, subject to review by the Board, shall from time to time determine to be necessary or useful to perform its obligations under this Agreement; and (ii) on behalf of the Company or a MLC Subsidiary, conducting relations with custodians, depositories, transfer agents, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, insurance vendors, third party investment managers, banks and such other persons in any such other capacity deemed to be necessary or desirable (collectively, the "Administrative Services"). For the avoidance of any doubt, the parties agree that the Servicing Agent is authorized to enter into sub-administration agreements as the Servicing Agent determines necessary in order to carry out the Administrative Services set forth in this Section 1, subject to the prior approval of the Company.