EXECUTION COPY 

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ADMINISTRATION AGREEMENT 

among 

TALF LLC 

FEDERAL RESERVE BANK OF NEW YORK,

as Managing Member 

and

THE BANK OF NEW YORK MELLON,

as Administrator 

March 3, 2009 
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TABLE OF CONTENTS 

PAGE

ARTICLE 1 

DEFINITIONS

ARTICLE 2 

DUTIES OF THE ADMINISTRATOR

Section 2.01. General Duties and Services of the Administrator.......................... 2 

Section 2.02. Instructions To The Administrator From The Managing 

Member....................................................................................................... 5 

Section 2.03. Delivery of Information.................................................................... 6 

Section 2.04. Third Party Information................................................................... 6 

Section 2.05. Engagement of Sub-Vendors............................................................ 7 

ARTICLE 3 

TERM OF APPOINTMENT

ARTICLE 4 

REPRESENTATIONS AND WARRANTIES

Section 4.01. Representations and Warranties of the Administrator.................... 8 

Section 4.02. Representations and Warranties of TALF LLC............................... 8 

ARTICLE 5 

MISCELLANEOUS

Section 5.01. Waivers; Amendment. ...................................................................... 9 

Section 5.02. Notices; Electronic Communications. ........................................... 10 

Section 5.03. Additional Provisions with Respect to the Administrator.............. 10 

Section 5.04. Survival of Agreement.................................................................... 12 

Section 5.05. Fees and Expenses; Indemnity....................................................... 12 

Section 5.06. Successors and Assigns; Assignments ........................................... 14 

Section 5.07. Merger or Consolidation of, or Assumption of the Obligations 

of, the Administrator................................................................................. 14 

Section 5.08. Counterparts.................................................................................. 14 

Section 5.09. Severability .................................................................................... 14 

Section 5.10. GOVERNING LAW........................................................................ 14 

Section 5.11. WAIVERS OF JURY TRIAL........................................................... 15 

Section 5.12. Jurisdiction; Consent to Service of Process.................................. 15 

Section 5.13. No Bankruptcy Petition Against TALF LLC.................................. 15 

Section 5.14. Further Assurances........................................................................ 16 
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Section 5.15. Limited Recourse ........................................................................... 16 

Section 5.16. Conflict with the Credit Agreement or the Security Agreement .... 16 

Section 5.17. Third Party Beneficiary ................................................................. 16 

Section 5.18. Confidentiality................................................................................ 17 

Section 5.19. Internal Controls............................................................................ 17 

Section 5.20. Access to Books and Records......................................................... 17 

Section 5.21. Maintenance of Books and Records............................................... 17 

Section 5.22. Integration...................................................................................... 18 

Section 5.23. Headings........................................................................................ 18 

Section 5.24. Instructions .................................................................................... 18 

Section 5.25. Role of Investment Manager and Controlling Party...................... 18 

Section 5.26. Termination.................................................................................... 18 

Schedule 2.02 Form of Incumbency Certificate 

Schedule 5.02 Notice Information 
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ADMINISTRATION AGREEMENT 

This ADMINISTRATION AGREEMENT (this “Agreement”), dated as 

of March 3, 2009 among TALF LLC, a Delaware limited liability company, 

FEDERAL RESERVE BANK OF NEW YORK (“FRBNY”), as managing 

member of TALF LLC (in such capacity, the “Managing Member”) and THE

BANK OF NEW YORK MELLON, in its capacity as administrator (the 

“Administrator”).

W I T N E S S E T H : 

WHEREAS, TALF LLC is entering into (i) the Credit Agreement dated as 

of March 3, 2009 (the “Credit Agreement”) among TALF LLC, as Borrower, 

FRBNY as Senior Lender and as Controlling Party and the United States 

Department of the Treasury as Subordinated Lender and (ii) the Security and 

Intercreditor Agreement dated as of March 3, 2009 (the “Security Agreement”)

among TALF LLC as Borrower, FRBNY as Senior Lender and as Controlling 

Party, the United States Department of the Treasury as Subordinated Lender and 

The Bank of New York Mellon as Collateral Agent; 

WHEREAS, pursuant to the terms of the Security Agreement, TALF LLC 

is pledging the Collateral as security for the Secured Obligations; and 

WHEREAS, the Managing Member desires to have the Administrator 

administer TALF LLC’s corporate affairs, maintain general accounting records, 

prepare financial statements, perform on behalf of TALF LLC certain 

administrative duties that are required to be performed under the Credit 

Agreement and the Security Agreement and perform other services for TALF 

LLC, and the Administrator is willing to furnish such services on the terms and 

conditions herein set forth; 

NOW, THEREFORE, in consideration of the foregoing and the mutual 

covenants herein contained, the parties hereto agree as follows: 

ARTICLE 1 

DEFINITIONS

(a) Unless otherwise defined herein, terms defined in the Credit 

Agreement or in the Security Agreement, as applicable, and used herein 

(including terms used in the preamble and the recitals hereto) shall have the 

meanings given to them in the Credit Agreement or in the Security Agreement, as 

applicable. 
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(b) The “Other Definitional Provisions” specified in Section 1.02 of the 

Credit Agreement shall apply to this Agreement, including terms defined in the 

preamble and recitals hereto. 

(c) Contemporaneously with the execution and delivery of this 

Agreement (and with respect to supplements or amendments of the Credit 

Agreement, from time to time after the date hereof), the Managing Member shall 

provide to the Administrator a true, accurate and complete copy of the Credit 

Agreement (and any amendments or supplements thereto) on which the 

Administrator may rely. 

ARTICLE 2 

DUTIES OF THE ADMINISTRATOR

Section 2.01. General Duties and Services of the Administrator. The

Administrator hereby agrees to perform the following general duties and 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, TALF LLC as follows: 

(i) maintenance of daily general accounting records of TALF 

LLC in such form and in sufficient detail as to permit the preparation of 

financial statements in accordance with GAAP and preparation of regular 

financial reports as follows: 

(A) daily trial balance and supporting schedules 

providing detail for each line item; 

(B) statements of income; 

(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 primary 

beneficiary (if necessary); 

(G) Financial Accounting Standards No. 157 

disclosures; 

(H) income and expense accruals; 
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(I) accounting for Permitted Investments; and 

(J) an aggregate weekly outstanding loan balance to 

facilitate reporting of the Federal Reserve Statistical Release 

H.4.1;

(ii) preparation of periodic financial statements and associated 

footnotes for certification by TALF LLC’s independent public 

accountants, including furnishing to the Senior Lender, the Subordinated 

Lender, 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 35 days 

after the end of each of the first three fiscal quarters of TALF LLC, 

excluding footnotes in the case of quarterly financials; 

(iii) on each Payment Determination Date, the Administrator 

shall deliver to the Controlling Party a report used as a basis for the 

Controlling Party to approve payments from TALF LLC for the Payment 

Date scheduled to occur immediately succeeding such Payment 

Determination Date, which will include all requests for payment incurred 

no later than two Business Days prior to the Payment Determination Date 

and have been invoiced no later than such Payment Determination Date. 

Not later than two Business Days prior to the Payment Date, the

Administrator will deliver the “Payment Calculation Report,” approved 

by the Controlling Party, to the Lenders, the Investment Manager, TALF 

LLC and the Collateral Agent; 

(iv) monthly re-pricing of the Collateral using pricing files 

received from the Investment Manager and any other consultants or 

advisors retained by TALF LLC or the Controlling Party;

(v) daily accounting and reconciliation of cash and security 

trades and other activity in the Collateral Accounts; 

(vi) monthly reconciling of the net asset value of the Collateral 

on deposit in the Collateral Accounts to the Investment Manager’s and the 

Collateral Agent’s records within 15 Business Days after the end of each 

monthly close commencing with the monthly close for the first full 

calendar month following the Closing Date; 

(vii) on a monthly basis, performing independent pricing of the 

Collateral for which commercially reasonable pricing services are 

available, and providing comparisons with the Investment Manager’s 

pricing; and 
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(viii) 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 Lenders, the 

Investment Manager, the Collateral Agent or the Controlling Party. 

The Administrator shall be entitled to retain, at the sole, but reasonable, 

cost and expense of TALF LLC (but not subject to separate cost or invoice to 

TALF LLC from those in 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 (as defined in Section 2.05) in accordance with Section 2.05. 

(b) To provide administrative services to TALF LLC as follows: 

(i) assisting and cooperating with TALF LLC’s independent 

public accountants or other examiners in connection with their audits and 

other examinations of TALF LLC; 

(ii) identifying the need for, and preparing for execution by the 

appropriate Person on behalf of TALF LLC of, any state or Federal tax 

reports or filings and any income, franchise or other tax returns of TALF 

LLC 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 Controlling Party 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 TALF LLC’s organizational existence, 

including completing any filings and related charges to maintain the good 

standing of TALF LLC in Delaware as necessary in the normal conduct of 

TALF LLC’s business; 

(iv) cooperating with tax and accounting preparation for other 

appropriate parties, as applicable; 

(v) identifying and assisting in the completion of any other 

filings, including any financing statements, required to be made on behalf 

of TALF LLC;

(vi) permitting the use of any Sub-Vendor’s office to serve as 

the principal place of business for TALF LLC, including the use of such 

address in any document to which TALF LLC is a party; and

(vii) providing other administrative services reasonably related 

to the foregoing or as may be reasonably requested by the Controlling 

Party.

(c) To administer notices and other communications as follows: 
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(i) receiving notices (including notices of Liens on the 

Collateral) and other communications received by TALF LLC under the 

Transaction Documents or any other documents associated with the 

transactions contemplated by the Transaction Documents and promptly 

notifying the Controlling Party or other appropriate party, as applicable, 

upon receipt or discovery of such notices, consents and other 

communications; and 

(ii) cooperating with TALF LLC 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 amount of the Available Senior Loan Commitment, the accrued interest 

payable on the Subordinated Loan, the outstanding principal amount of the 

Subordinated Loan, the amount of the Available Subordinated Loan Commitment 

and deliver any notices regarding capitalized interest, the outstanding principal 

amount of the Senior Loan and the Subordinated Loan in accordance with each of 

the Transaction Documents. 

(e) To take all other actions on behalf of TALF LLC 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 

TALF LLC under such documents to cause it to comply with the representations, 

warranties and covenants set forth therein and to avoid a default under such 

documents, (ii) delivering the Payment Calculation Report and 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 activities contemplated in this 

Section 2.01, (iv) notifying TALF LLC, the Managing Member, the Lenders, the 

Investment Manager, the Collateral Agent and the Controlling Party of any Event 

of Default under the Transaction Documents and (v) taking any steps reasonably 

requested by the Managing Member, the Controlling Party or its designee in 

connection with its performance of the obligations under the Transaction 

Documents. 

Section 2.02. Instructions To The Administrator From The Managing 

Member. The parties to this Agreement hereby agree to collaborate in developing 

day-to-day operating procedures with respect to the duties listed in Section 2.01 

hereof. At any time (either before or after such procedures have been established) 

the Administrator may request an instruction in writing from the Managing 

Member and may, at its own option, include in such request the course of action it 

proposes to take and the date on which it proposes to act, regarding any matter 

arising in connection with its duties and obligations hereunder. The 

Administrator shall refrain from taking such proposed action if it has not received 
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the written instructions consenting to the taking of such actions from the 

Managing Member, and from the Subordinated Lender to the extent such written 

instructions are required under the Credit Agreement or the Security Agreement; 

provided that the Administrator shall incur no liability hereunder for any 

consequences resulting from refraining from taking any such course of action if 

not so instructed. All directions and notices from the Managing Member or its 

designee to the Administrator shall be in writing and signed by a Responsible 

Officer of the Managing Member or its designee or as otherwise agreed to by the 

parties to this Agreement in the operating procedures. The Administrator shall 

receive an incumbency certificate substantially in the form set forth in Schedule 

2.02 hereof setting forth each of the Responsible Officers for the Managing 

Member or its designee entitled to direct the Administrator, and the Administrator 

shall be entitled to conclusively rely, and be protected in so relying, upon any 

such direction from any such Responsible Officer. The Administrator shall be 

entitled to conclusively rely upon the last incumbency certificate received by it 

until it receives a new incumbency certificate from the Managing Member or its 

designee from any such Responsible Officer. The Administrator hereby 

acknowledges receipt of such incumbency certificate from the Managing Member 

on the date hereof. 

Section 2.03. Delivery of Information. The Administrator shall deliver 

any reports or other information that it is required to prepare pursuant to Section 

2.01 hereof in accordance with the notice provisions in Section 5.02 and the 

notice provisions set forth in the other Transaction Documents. 

Section 2.04. Third Party Information. To the extent that this Agreement 

requires the Administrator to make any calculations based on information 

provided to the Administrator by other parties, the Administrator shall make such 

calculations upon receipt of such information, except to the extent that such 

information is manifestly incorrect and/or is not provided to the Administrator by 

the time specified in this Agreement or in the other Transaction Documents and/or 

where relevant, is not substantially in the form set out in the relevant Transaction 

Document. The Administrator shall be entitled to conclusively rely on any and all 

such information and advice it receives from a Responsible Officer of the 

Managing Member or its designee, legal counsel and independent accountants 

(including accountants and counsel for TALF LLC) pursuant to its duties under 

this Agreement without any independent verification thereof and shall not be 

liable hereunder if it relies on such information or acts in accordance with such 

advice and without actual knowledge that such advice is in contravention of the 

terms of this Agreement. If such information is not provided to the Administrator 

by the time specified in this Agreement or in the other Transaction Documents 

and, where relevant, in the form set out in the relevant Transaction Document, or 

if such information is manifestly incorrect, the Administrator shall use reasonable 

efforts to make the necessary calculations and shall incur no liability hereunder 

for any consequence resulting from making such calculation. 
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Section 2.05. Engagement of Sub-Vendors.

(a) The parties hereto acknowledge that, notwithstanding any term

hereof to the contrary, the Administrator may engage and retain from time to time

one or more sub-vendors to execute any or all of the duties assigned to the

Administrator hereunder (each a “Sub-Vendor”) with the consent of the

Managing Member as to the nature of the services being sub-contracted and the

identity and contractual terms of any Sub-Vendor (which contractual terms shall

be substantially similar to the terms of this Agreement, other than with respect to

fees and specific services, including with respect to records retention, 

maintenance of books and records and expense reimbursement). The

Administrator shall not be relieved of any of its duties hereunder as a result of

such delegation to any Sub-Vendor and shall be responsible for all acts and

omissions of such Sub-Vendor, provided that such responsibility and any

resulting liability shall be subject to the same limitations, including those

contained in Section 5.03(d), that would have applied hereunder to such acts and

omissions had they been engaged in by the Administrator itself pursuant to terms

of this Agreement. TALF LLC shall not be responsible for the payment of any

fees for the services of such Sub-Vendors, and such amounts shall be payable by

the Administrator out of the fees payable by TALF LLC pursuant to the fees set

forth in the Fee Letter. 

(b) For the avoidance of doubt, it is hereby expressly acknowledged and

agreed that any Sub-Vendor shall not be, and shall not be construed to be, an

assignee for purposes of Section 5.06 hereof. 

(c) TALF LLC hereby acknowledges and agrees that the Administrator

will engage and retain to perform the corporate

services and duties set forth in Section 2.01 pursuant to the corporate services 

agreement to be entered into on or about the date hereof between the

Administrator and 

ARTICLE 3

TERM OF APPOINTMENT

This Agreement shall continue in full force and effect until it has been

terminated in accordance with this Article 3. The Managing Member or the

Administrator may terminate this Agreement for any reason upon not less than 30

days’ prior written notice to each other party hereto; provided that no termination

of this Agreement by the Administrator shall be effective until the Managing

Member shall have appointed a successor Administrator to which the

Subordinated Lender shall not have reasonably objected within five Business

Days after having been given written notice thereof. If the Managing Member

shall fail to appoint such successor within 90 days after notice of termination from

the Administrator, then the Administrator may petition any court of competent

jurisdiction for the appointment of such successor at the sole cost and expense of
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TALF LLC. As of the termination date, all fees and reimbursement expenses 

shall be paid to the Administrator in accordance with the Waterfall on the next 

succeeding Payment Date. The indemnity provided to any resigning 

Administrator under Section 5.05 of this Agreement shall survive its resignation 

under this Agreement with respect to any indemnified liabilities to the extent 

incurred or arising, or relating to events occurring, before such termination. 

ARTICLE 4 

REPRESENTATIONS AND WARRANTIES

Section 4.01. Representations and Warranties of the Administrator. The

Administrator hereby represents and warrants, as of the date hereof, that: 

(a) Power; Authorization. It is a corporation duly organized and is 

validly existing and in good standing under the laws of New York and has the 

power and authority, and the legal right, to execute, deliver and perform this 

Agreement and all obligations required hereunder and has taken all necessary 

organizational action to authorize this Agreement on the terms and conditions 

hereof, the execution, delivery and performance of this Agreement and the 

performance of all obligations imposed upon it hereunder. 

(b) No Consent. No consent or authorization of, filing with, notice to or 

other act by or in respect of, any Governmental Authority or any other Person is 

required in connection with the execution, delivery, performance, validity or 

enforceability of this Agreement. 

(c) Enforceable Obligations. This Agreement constitutes a legal, valid 

and binding agreement of it, enforceable against it in accordance with its terms, 

except as enforceability may be limited by applicable bankruptcy, insolvency, 

reorganization, moratorium or similar laws affecting the enforcement of creditors’ 

rights generally and by general principles of equity (whether enforcement is 

sought by proceedings in equity or at law). 

(d) No Conflicts. The execution, delivery and performance of this 

Agreement and the documents and instruments required hereunder will not violate 

any Requirement of Law or any Contractual Obligation of it, the violation of 

which would have a material adverse effect on the business, operations, assets or 

financial condition of it and will not result in, or require, the creation or 

imposition of any Lien on any of its property, assets or revenues pursuant to the 

provisions of any Requirement of Law or any such Contractual Obligation. 

Section 4.02. Representations and Warranties of TALF LLC. TALF LLC 

hereby represents and warrants, as of the date hereof, that:

(a) Power; Authorization. TALF LLC has been duly organized and is 

validly existing and in good standing under the laws of the State of Delaware and 
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has the power and authority, and the legal right, to execute, deliver and perform 

this Agreement and all obligations required hereunder and has taken all necessary 

organizational action to authorize this Agreement on the terms and conditions 

hereof, the execution, delivery and performance of this Agreement and the 

performance of all obligations imposed upon it hereunder. 

(b) No Consent. No consent or authorization of, filing with, notice to or 

other act by or in respect of, any Governmental Authority or any other Person is 

required in connection with the execution, delivery, performance, validity or 

enforceability of this Agreement. 

(c) Enforceable Obligations. This Agreement constitutes a legal, valid 

and binding obligation of TALF LLC, enforceable against TALF LLC in 

accordance with its terms, except as enforceability may be limited by applicable 

bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the 

enforcement of creditors’ rights generally and by general equitable principles 

(whether enforcement is sought by proceedings in equity or at law). 

(d) No Conflicts. The execution, delivery and performance of this 

Agreement and the documents and instruments required hereunder will not violate 

any Requirement of Law or any Contractual Obligation of TALF LLC, the 

violation of which would have a material adverse effect on the business, 

operations, assets or financial condition of TALF LLC and will not result in, or 

require, the creation or imposition of any Lien on any of its property, assets or 

revenues pursuant to the provisions of any Requirement of Law or any such 

Contractual Obligation other than the Security Interest. 

ARTICLE 5 

MISCELLANEOUS

Section 5.01. Waivers; Amendment.

(a) No failure or delay of TALF LLC, the Managing Member or the 

Administrator in exercising any power or right hereunder shall operate as a waiver 

thereof, nor shall any single or partial exercise of any such right or power, or any 

abandonment or discontinuance of steps to enforce such a right or power, 

preclude any other or further exercise thereof or the exercise of any other right or 

power. The rights and remedies of TALF LLC and the Managing Member 

hereunder are cumulative and are not exclusive of any rights or remedies that such 

parties would otherwise have. No waiver of any provision of this Agreement or 

consent to any departure by TALF LLC or the Managing Member shall in any 

event be effective unless the same shall be permitted by paragraph (b) below, and 

then such waiver or consent shall be effective only in the specific instance and for 

the purpose for which given. No notice or demand on the Administrator in any 

case shall entitle it to any other or further notice or demand in similar or other 

circumstances. 
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(b) Neither this Agreement nor any provision hereof may be waived, 

amended or modified except in accordance with the provisions of this Section. 

TALF LLC, with the consent of the Controlling Party, the Subordinated Lender 

and the Administrator, may from time to time in accordance with Section 9.01 of 

the Credit Agreement, (i) enter with the parties hereto into written amendments, 

supplements or modifications hereto for the purpose of adding any provisions to 

this Agreement or changing in any manner the rights of the parties hereunder or 

(ii) waive, on such terms and conditions as TALF LLC, with the consent of the 

Controlling Party, the Subordinated Lender and the Administrator may specify in 

such instrument, any of the obligations of the Administrator pursuant to this 

Agreement. Any such waiver and any such amendment, supplement or 

modification shall be binding upon each of the parties hereto. In the case of any 

waiver, TALF LLC and the Administrator shall be restored to their former 

position and rights hereunder, and any breach waived shall be deemed to be cured 

and not continuing; but no such waiver shall extend to any subsequent or other 

breach, or impair any right consequent thereon. Any purported amendment, 

supplement or modification not complying with the terms of this Section shall be 

null and void. 

Section 5.02. Notices; Electronic Communications.

(a) Except in the case of notices and other communications expressly 

permitted to be given by telephone, notices and other communications provided 

for herein shall be in writing and shall be delivered by hand or overnight courier 

service, mailed by certified or registered mail or sent by e-mail, and all notices 

and other communications expressly permitted hereunder to be given by 

telephone shall be made, to the applicable address, e-mail address or telephone 

number specified for the applicable party in Schedule 5.02 hereof. 

(b) All notices and other communications given to any party hereto in 

accordance with the provisions of this Agreement shall be deemed to have been 

given on the date of receipt if delivered by hand or overnight courier service or 

sent by email or on the date five Business Days after dispatch by certified or 

registered mail if mailed, in each case delivered, sent or mailed (properly 

addressed) to such party as provided in this Section or in accordance with the 

latest unrevoked direction from such party given in accordance with this Section. 

As agreed to among the parties from time to time, notices and other 

communications may also be delivered by e-mail to the e-mail address of a 

representative of the applicable party provided from time to time by such party. 

Section 5.03. Additional Provisions with Respect to the Administrator.

(a) For all purposes of this Agreement, the Administrator shall be an 

independent contractor. Unless expressly authorized by the Managing Member or 

otherwise expressly authorized hereunder or under any other Transaction 

Document, the Administrator shall have no authority to act for or represent TALF 

LLC, the Managing Member or the Investment Manager in any way and shall not 
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otherwise be deemed an agent of TALF LLC, the Managing Member, the 

Controlling Party or the Investment Manager or be deemed to assume the 

obligations of TALF LLC, the Managing Member, the Controlling Party or the 

Investment Manager under any Transaction Document. 

(b) Nothing contained in this Agreement (i) shall constitute the 

Administrator and any of TALF LLC, the Managing Member, the Controlling 

Party or the Investment Manager as being members of any partnership, joint 

venture, association, syndicate, unincorporated business or other separate entity, 

(ii) shall be construed to impose any liability as such on any of them except as 

expressly set forth herein or (iii) shall be deemed to confer on any of them any 

express, implied or apparent authority to incur any obligation or liability on behalf 

of the others except as expressly set forth herein. 

(c) Nothing herein shall prevent the Administrator or its Affiliates from 

engaging in other businesses or, in their sole discretion, from acting in a similar 

capacity as an administrator for any other Person even though such Person may 

engage in business activities similar to those of TALF LLC. 

(d) Notwithstanding any term appearing in this Agreement to the 

contrary, the Administrator (i) shall not be liable for any action taken or omitted 

to be taken by it in accordance with this Agreement or the Transaction Documents 

or in connection herewith, unless such actions or omissions constitute bad faith, 

willful misconduct, negligence or fraudulent actions, (ii) shall not be liable with 

respect to any action it takes or omits to take in accordance with a direction from 

the Managing Member or its designee (so long as the Administrator’s actions or 

omissions do not constitute willful misconduct, negligence, bad faith or fraudulent 

actions), (iii) may refuse to make loans to any Person, (iv) shall not be liable for 

the title, validity, sufficiency, value, genuineness or transferability of any 

Collateral, (v) may rely on any notice, direction, instruction, instrument or 

document reasonably believed by it to be genuine and to have been signed or 

presented by a Responsible Officer of the Managing Member (and need not 

investigate any fact or matter stated in any such notice, direction, instruction, 

instrument or document), and the Administrator shall be entitled to presume the 

genuineness, legal capacity and due authority of any signature appearing thereon 

(provided that the foregoing shall not be construed to relieve the Administrator 

from its responsibility to act in accordance with the most recent incumbency 

certificate it has received setting forth the Responsible Officers of the Managing

Member or its designee from time to time, in accordance with the terms of this 

Agreement), (vi) may consult with and obtain advice from legal counsel with 

respect to any question or matter arising hereunder or relating hereto, and the 

opinion or advice of such counsel shall be full and complete authorization and 

protection in respect of any action taken, suffered or omitted by the Administrator 

in accordance therewith and (vii) shall not be deemed to have notice of any fact or 

matter unless and until actually known to the Administrator or notice thereof 

referencing this Agreement in writing is received by the Administrator at its 

notice address provided for in Section 5.02. 
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(e) The Administrator shall be responsible for maintaining and 

preserving its operations, facilities and systems (including its computer and 

communication systems) in a manner consistent with commercial and supervisory 

standards prevalent in its industry. So long as the Administrator shall have 

complied with the foregoing maintenance or preservation requirements and 

provided that any delay or failure to take such action as may be required under 

this Agreement could not be prevented by the exercise of reasonable care by the 

Administrator, the Administrator shall not be liable for any delay or failure to take 

any action as may be required under this Agreement to the extent that any such 

delay or failure is caused by an act of God or acts of declared or undeclared war, 

acts of terrorism, public disorder, rebellion or sabotage, epidemics, landslides, 

lightning, fire, hurricanes, earthquakes, floods or similar events or the interruption 

or suspension of any external communication or power systems. The preceding 

sentence shall not relieve the Administrator from using its reasonable best efforts 

to perform its obligations in a timely manner in accordance with the terms of this 

Agreement and the Administrator shall provide TALF LLC and the Managing 

Member with written notice of any such failure or delay. The Administrator 

agrees that it shall enter into and shall maintain in effect, at all times during the 

term of this Agreement, with appropriate parties one or more agreements making 

reasonable provision for (i) periodic back-up of computer files and data with 

respect to any accounts held by it and (ii) emergency use of electronic data 

processing equipment to provide services under this Agreement. 

(f) Nothing in this Agreement shall affect any obligation the 

Administrator may have in any capacity not contemplated in this Agreement. 

Section 5.04. Survival of Agreement. All covenants, agreements, 

representations and warranties made by the Administrator and TALF LLC herein 

shall be considered to have been relied upon by each other party hereto and shall 

survive the execution and delivery of this Agreement, regardless of any 

investigation made by the parties hereto or on their behalf, and shall continue in 

full force and effect as long as this Agreement has not been terminated. 

Section 5.05. Fees and Expenses; Indemnity.

(a) TALF LLC agrees to pay to the Administrator in accordance with 

the Waterfall, such fees for its services as are required to be paid pursuant to the 

Fee Letter. 

(b) TALF LLC agrees to indemnify the Administrator and each of its 

Related Parties (each such Person being called an “Indemnitee”) against, and to 

hold each Indemnitee harmless from, any and all losses, claims, damages, 

liabilities and related expenses, including reasonable counsel fees, charges and 

disbursements, incurred by or asserted against any Indemnitee arising out of, in 

any way connected with or as a result of (A) the execution or delivery of this 

Agreement or any agreement or instrument contemplated hereby, the performance 

by the parties thereto of their respective obligations hereunder or the 
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consummation of the transactions contemplated hereby or (B) any claim, 

litigation, investigation or proceeding relating to the foregoing, whether or not 

any Indemnitee is a party thereto (and regardless of whether such matter is 

initiated by a third party or by TALF LLC or any of its Affiliates); provided that 

such indemnity shall not, as to any Indemnitee, be available to the extent that such 

losses, claims, damages, liabilities or related expenses are determined by a court 

of competent jurisdiction by final and nonappealable judgment to have resulted 

primarily from the bad faith, negligence or willful misconduct of such 

Indemnitee; provided further that TALF LLC shall not be obligated to pay, 

indemnify or hold harmless any Indemnitee if such Indemnitee (i) does not 

provide reasonably prompt notice to TALF LLC (with a copy to the Managing 

Member) of any claim for which indemnification is sought or (ii) admits any 

liability or incurs any significant expenses after receiving actual written notice of 

the claim (which is sufficiently specific to give reasonable notice of the existence 

of the claims and the expenses of such legal proceedings), or agrees to any 

settlement without the prior written consent of TALF LLC. TALF LLC may, in 

its sole discretion and at its expense, control the defense of the claim including, 

without limitation, designating counsel for the Indemnitees and controlling all 

negotiations, litigation, arbitration, settlements, compromises and appeals of any 

claim; provided, that if in the reasonable determination of an Indemnitee there 

exists a conflict of interest by reason of common representation such Indemnitee 

shall have the right to appoint separate counsel. 

(c) All amounts payable under this Section shall be payable in 

accordance with the Waterfall. Any request for payment under this Article 5 must 

be (i) for expenses incurred no later than two Business Days prior to the Payment 

Determination Date and (ii) received by TALF LLC and the Managing Member 

no later than the Payment Determination Date, so as to be paid in connection with 

payments to be made on the next succeeding Payment Date. 

(d) To the extent permitted by applicable law, no party shall assert, and 

each hereby waives, and no party shall have any obligation with respect to, any 

claim against any other party, on any theory of liability, for special, indirect, 

exemplary, punitive or consequential damages of any kind whatsoever (including 

for lost profits) (as opposed to direct or actual damages) arising out of, in 

connection with, or as a result of, this Agreement or any agreement or instrument 

contemplated hereby, or the transactions contemplated hereby. 

(e) Notwithstanding anything to the contrary herein, the provisions of 

this Section 5.05 shall remain operative and in full force and effect regardless of 

the expiration of the term of this Agreement, the consummation of the 

transactions contemplated hereby or by the Credit Agreement, the repayment of 

any of the Secured Obligations, the invalidity or unenforceability of any term or 

provision of this Agreement or the Credit Agreement or any other Transaction 

Document or any investigation made by or on behalf of the Lenders, TALF LLC, 

the Managing Member or the Controlling Party. 
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Section 5.06. Successors and Assigns; Assignments. The provisions of 

this Agreement shall be binding upon and inure to the benefit of the parties hereto 

and their respective successors and assigns permitted hereby, except that the 

Administrator may not assign or transfer any or all its rights and obligations 

hereunder without the prior written consent of the Managing Member and the 

Subordinated Lender. Any assignment or transfer of rights or obligations under 

this Agreement that does not comply with this Section shall be null and void. 

Section 5.07. Merger or Consolidation of, or Assumption of the 

Obligations of, the Administrator. Any Person (a) into which the Administrator 

may be merged or consolidated, (b) which may result from any merger, 

conversion or consolidation to which the Administrator shall be a party or (c) 

succeeding to the business of the Administrator, which Person, in any of the 

foregoing cases executes an agreement of assumption to perform every obligation 

of the Administrator hereunder, shall be the successor to the Administrator under 

this Agreement without the execution or filing of any paper or any further act on 

the part of any of the parties to this Agreement, notwithstanding anything in this 

Agreement to the contrary. The Administrator shall provide prior written notice 

of any merger, consolidation or succession pursuant to this Section to the 

Managing Member, the Controlling Party and the Subordinated Lender. 

Section 5.08. Counterparts. This Agreement may be executed in 

counterparts (and by different parties hereto on different counterparts), each of 

which shall constitute an original but all of which when taken all together shall 

constitute a single contract, and shall become effective when counterparts shall 

have been executed and delivered by each Party hereto to the Controlling Party. 

Delivery of an executed signature page to this Agreement by email or facsimile 

transmission shall be as effective as delivery of a manually signed counterpart of 

this Agreement. 

Section 5.09. Severability. In the event that any one or more of the 

provisions contained in this Agreement should be held invalid, illegal or 

unenforceable in any respect to the extent permitted by applicable law, the 

validity, legality and enforceability of the remaining provisions contained herein 

and therein shall not in any way be affected or impaired thereby (it being 

understood that the invalidity of a particular provision in a particular jurisdiction 

shall not in and of itself affect the validity of such provision in any other 

jurisdiction). The parties shall endeavor in good-faith negotiations to replace the 

invalid, illegal or unenforceable provisions with valid, legal and enforceable 

provisions the economic effect of which comes as close as possible to that of the 

invalid, illegal or unenforceable provisions. 

Section 5.10. GOVERNING LAW. THIS AGREEMENT WILL BE 

GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE 

FEDERAL LAW OF THE UNITED STATES IF AND TO THE EXTENT 

SUCH LAW IS APPLICABLE, AND OTHERWISE IN ACCORDANCE 

WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO 
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CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN 

SUCH STATE.

Section 5.11. WAIVERS OF JURY TRIAL. TALF LLC, THE 

MANAGING MEMBER AND THE ADMINISTRATOR IRREVOCABLY 

AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL 

ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR 

ANY OTHER TRANSACTION DOCUMENT AND FOR ANY 

COUNTERCLAIM THEREIN.

Section 5.12. Jurisdiction; Consent to Service of Process. Each party 

hereby irrevocably and unconditionally 

(a) submits for itself and its property in any legal action or proceeding 

relating to this Agreement, or for recognition and enforcement of any judgment in 

respect thereof, to the exclusive jurisdiction of the courts of the United States for 

the Southern District of New York, and appellate courts thereof; provided that 

notwithstanding the foregoing, if there is no basis for federal jurisdiction in 

respect of any such legal action or proceeding or recognition and enforcement 

action, then each party submits for itself and its property in any such legal action 

or proceeding or recognition and enforcement action to the exclusive jurisdiction 

of the courts of the State of New York located in the Borough of Manhattan in 

New York City, and appellate courts thereof; 

(b) consents that any such action or proceeding may be brought only in 

such courts and waives, to the maximum extent not prohibited by law, any 

objection that it may now or hereafter have to the venue of any such action or 

proceeding in any such court or that such action or proceeding was brought in an 

inconvenient court and agrees not to plead or claim the same; 

(c) agrees that service of process in any such action or proceeding may 

be effected by mailing a copy thereof by registered or certified mail (or any 

substantially similar form of mail), postage prepaid return receipt requested, to 

TALF LLC, Managing Member or Administrator, as the case may, at its address 

in each case as set forth in Section 5.02 hereof or at such other address of which 

the parties hereto shall have been notified pursuant thereto; 

(d) agrees that nothing herein shall affect the right to effect service of 

process in any other manner permitted by law; and 

(e) agrees that a final judgment in any such action or proceeding shall 

be conclusive and may be enforced in another jurisdiction by suit on the judgment 

or in any other matter provided by law. 

Section 5.13. No Bankruptcy Petition Against TALF LLC. Each party, 

other than TALF LLC, hereby covenants and agrees that it will not at any time 

prior to a year and a day after all of the Secured Obligations are repaid in full, (a) 
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commence or institute against TALF LLC or join with or facilitate any other 

Person in commencing or instituting against TALF LLC, any bankruptcy, 

reorganization, arrangement, readjustment of debt, dissolution, receivership, 

insolvency or liquidation proceedings, or other proceedings under any United 

States Federal or state, or other jurisdiction, bankruptcy or similar law or statute 

now or hereafter in effect in connection with any obligations relating to this 

Agreement or any of the other Transaction Documents or (b) participate in any 

assignment for benefit of creditors, compositions, or arrangements with respect to 

TALF LLC’s debts. The agreements in this Section shall survive the termination 

of this Agreement and payment in full of all of the Secured Obligations. 

Section 5.14. Further Assurances. Each party hereto agrees to do such 

further acts and things and to execute and deliver such additional assignments, 

agreements, powers and instruments, as may be reasonably necessary to carry into 

effect the purposes of this Agreement or to better assure and confirm unto the 

parties hereto its rights, powers and remedies hereunder. 

Section 5.15. Limited Recourse. Notwithstanding anything to the 

contrary contained in this Agreement and the other Transaction Documents, the 

obligations of TALF LLC under this Agreement and all other Transaction 

Documents are solely the obligations of TALF LLC and shall be payable solely to 

the extent of funds received by and available to TALF LLC in accordance with 

this Agreement and the other Transaction Documents. No recourse shall be had 

for the payment of any amount owing in respect of any obligation of, or claim 

against, TALF LLC arising out of or based upon this Agreement or any other 

Transaction Document against any holder of a membership interest, employee, 

officer or Affiliate thereof and, except as specifically provided herein and in the 

other Transaction Documents, no recourse shall be had for the payment of any 

amount owing in respect of any obligation of, or claim against, TALF LLC 

arising out of or based upon this Agreement against the Administrator, the 

Investment Manager or any holder of the membership interests of TALF LLC or 

any Related Party of any thereof; provided that the foregoing shall not relieve any 

such person or entity from any liability they might otherwise have as a result of 

willful misconduct, negligence or fraudulent actions taken or omissions by them. 

The provisions of this Section 5.15 shall survive the termination or expiration of 

this Agreement and payment in full of all the Secured Obligations. 

Section 5.16. Conflict with the Credit Agreement or the Security 

Agreement. If this Agreement shall require that any action be taken with respect 

to any matter and the Credit Agreement or the Security Agreement shall require 

that a different action be taken with respect to such matter, and such actions shall 

be mutually exclusive, or if this Agreement should otherwise conflict with the 

Credit Agreement or the Security Agreement, the Credit Agreement and the 

Security Agreement shall govern. 

Section 5.17. Third Party Beneficiary. The parties hereto agree that the 

Secured Parties are express third party beneficiaries of this Agreement. 
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Section 5.18. Confidentiality. The Administrator agrees to keep 

confidential all nonpublic information provided to it pursuant to or in connection 

with this Agreement or the other Transaction Documents in accordance with the 

terms and conditions applicable to the Collateral Agent set forth in Section 19 of 

the Security Agreement. 

Section 5.19. Internal Controls. The Administrator shall provide its 

relevant SAS-70 reports to TALF LLC on an annual basis, along with quarterly 

attestations that customary controls remain in place, and such Sarbanes-Oxley 

sub-certifications as are customarily provided by the Administrator to its other 

customers similarly situated. 

Section 5.20. Access to Books and Records. The Administrator agrees to 

afford the Controlling Party, the Borrower, any Lender or the Investment 

Manager, and their respective authorized agents reasonable access during normal 

business hours to make examinations of the Records (as defined below) and to 

cause its personnel to assist in any such examinations of the Records, make 

extracts and allow copies of the Records to be made. Such examinations will be 

conducted in a manner which does not unreasonably interfere with the normal 

operations or employee relations of the Administrator. In addition, the Collateral 

Agent shall permit any Person designated by the Controlling Party, the Borrower 

or any Lender to discuss matters that fall within the scope of this engagement. 

Notwithstanding the foregoing but subject to the proviso at the end of this 

sentence, the Administrator shall not be required to disclose (and agrees not to 

disclose or to permit the disclosure of) any information to the extent setting forth 

the unredacted identities of the borrowers of TALF Loans pursuant to this Section 

5.20 without the consent of the Managing Member; provided that the 

Administrator may, to the extent it is authorized to do so under Section 5.18 

hereof, disclose any information referred to in this sentence to the Board of 

Governors of the Federal Reserve System and any other U.S. regulatory 

authorities with direct supervisory authority over it.

Section 5.21. Maintenance of Books and Records. Except as otherwise 

directed by the Managing Member, for the term of this Agreement, the 

Administrator shall keep and retain all information, materials and records in 

whatever format (collectively, “Records”) which it has or which come into its 

possession in connection with the services provided under this Agreement, in each 

case to the extent consistent with the Administrator’s internal records and 

maintenance and records retention policy; provided that prior to any destruction 

of any Records by the Administrator in accordance with such policy, the 

Administrator shall notify the Managing Member and provide the Managing 

Member with an opportunity to retrieve such Records from the Administrator. 

Upon the termination of this Agreement or its services hereunder, the 

Administrator and the Managing Member shall agree on the timing and 

mechanism for transferring all Records to the Managing Member. In transferring 

such Records, the Administrator shall provide an Officer’s Certificate certifying 

that (a) it has kept and retained the Records in accordance with the requirements 
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set forth herein and (b) the Records being transferred represent all of the Records 

that have not been previously delivered or destroyed in compliance with this 

Section 5.21. Notwithstanding the foregoing, the Administrator may make and 

retain copies of Records to satisfy existing internal audit, compliance or record 

retention requirements; provided that the Officer’s Certificate includes 

information as to the copies of Records that it is retaining. 

Section 5.22. Integration. This Agreement and the other Transaction 

Documents represent the entire agreement of the parties with respect to the 

subject matter hereof and thereof, and there are no promises, undertakings, 

representations or warranties by TALF LLC, the Administrator, any Secured 

Party or the Controlling Party relative to the subject matter hereof not expressly 

set forth or referred to herein or in the other Transaction Documents. Each party 

to this Agreement hereby irrevocably waives any right to exercise any lien or 

right of set off or counterclaim, or any other right it may have at law or otherwise 

to exercise such lien or right of set off or counterclaim to appropriate and apply to 

the payment of any amounts due and owning to it under this Agreement. 

Section 5.23. Headings. Article and Section headings used herein are for 

convenience of reference only, are not part of this Agreement and are not to affect 

the construction of, or to be taken into consideration in interpreting, this 

Agreement. 

Section 5.24. Instructions. It is understood that any instruction or 

Officer’s Certificate required to be given, prepared and/or delivered by the 

Controlling Party pursuant to this Agreement or any other Transaction Document 

may be given, prepared and/or delivered by the Investment Manager to the extent 

such authority is given pursuant to a Proper Instruction, and to the extent that any 

instruction or Officer’s Certificate is to be given, prepared and/or delivered by 

both the Investment Manager and the Controlling Party, the Controlling Party’s 

instructions or Officer’s Certificate shall control.

Section 5.25. Role of Investment Manager and Controlling Party. Each 

party hereby accepts the role and powers of the Investment Manager described in 

this Agreement and the other Transaction Documents and understands that the 

Investment Manager will be solely the agent of the Controlling Party. In addition, 

subject to the terms of the Transaction Documents, the Controlling Party has 

ultimate authority with respect to all decisions regarding the management of the 

Collateral (which it may delegate, in whole or in part, to the Investment Manager 

or otherwise), including decisions as to when to dispose of Collateral. In 

exercising such control, the Controlling Party and its agents, including the 

Investment Manager, shall have no duty to maximize returns on the Collateral. 

Section 5.26. Termination. This Agreement shall terminate at such time 

as the Security Agreement terminates in accordance with Section 30 thereof. 

[signature pages follow] 



(NY) 07865/007/LLC/SPV.Administration.Agt.doc

Schedule 2.02

to Administration Agreement

FORM OF INCUMBENCY CERTIFICATE

 The undersigned, rporate Secretary and Senior

Vice President of the Federal Reserve Bank of New York (the “Bank”), hereby

certifies on behalf of the Bank as follows:

1. Each of the below listed individuals is a duly appointed officer of the Bank, 

holding the office set forth below opposite his/her name and that set forth below

is a true and correct copy of his/her specimen signature. 

2. Pursuant to Section 2.02 of the Administration Agreement dated as of March 3, 

2009 (the “Administration Agreement”) by and among the Bank as Managing

Member, TALF LLC and The Bank of New York Mellon as Administrator, (the

“Administrator”), each of the below listed individuals is authorized, on behalf

of the Bank in its capacity as the Managing Member of TALF LLC, to direct the

Administrator and to provide notice to the Administrator with respect to any

matters provided for in the Administration Agreement. 

[see next page]
(NY) 07865/007/LLC/SPV.Administration.Agt.doc

Name Title Signature

 Senior Vice President ________________________

 Assistant Vice President ________________________

[signature page follows]
(NY) 07865/007/LLC/SPV.Administration.Agt.doc

IN WITNESS WHEREOF, I have hereunto subscribed my name as of the date

set forth above. 

FEDERAL RESERVE BANK OF NEW YORK

33 Liberty Street

New York, NY 10045

By:_____________________________

 Name: 

 Title: 

 
(NY) 07865/007/LLC/SPV.Administration.Agt.doc

Schedule 5.02

to Administration Agreement

NOTICE INFORMATION

TALF LLC

TALF LLC

c/o Federal Reserve Bank of New York, as Managing Member

33 Liberty Street

New York, New York 10045

Attention: 

Telephone: 

Email: 

with copies to:

Federal Reserve Bank of New York

33 Liberty Street

New York, New York 10045

Attention: 

Telephone 

E-mail: 

Federal Reserve Bank of New York

33 Liberty Street

New York, New York 10045

Attention: 

President

Telephone: 

E-mail: 

MANAGING MEMBER

Federal Reserve Bank of New York

TALF Program Officer

33 Liberty Street

New York, New York 10045

Attention: 

Telephone 

Email: 

with copies to:

Federal Reserve Bank of New York

33 Liberty Street
(NY) 07865/007/LLC/SPV.Administration.Agt.doc

New York, New York 10045

Attention: 

Telephone 

E-mail: 

Federal Reserve Bank of New York

33 Liberty Street

New York, New York 10045

Attention: 

President

Telephone: 

E-mail: 

ADMINISTRATOR

The Bank of New York Mellon

QSR Administration

101 Barclay Street, 4E

New York, New York 10286

Attention: 

Telephone: 

Email: 

DELAWARE ADMINISTRATOR

Lord Securities Corporation 

48 Wall Street, 27th Floor 

New York, New York 10005

Attention: 

Telephone 

Email: