Common use of AVAILABILITY OF OFFICERS Clause in Contracts

AVAILABILITY OF OFFICERS. SECTION 8.1 The Manager shall provide the Group with the services of those Executive Officers from time to time agreed with the Parent. To the extent Executive Officers are so provided by the Manager, the remuneration for such Executive Officers shall be reflected in the Management Fee and paid by the Manager. To the extent Executive Officers are not provided by the Manager but are instead employed by the Parent, the Management Fee payable hereunder shall be reduced, in arrears, by an amount equal to the aggregate costs of compensation and benefits and other incidental costs borne by the Parent as a result of such employment; provided that such reduction shall be no greater than an amount to be agreed on an annual basis as part of the annual budgeting process contemplated by Article X hereof; provided further, that, to avoid duplication, the Management Fee shall not be so reduced to the extent the management fees payable to the Other Manager have been reduced with respect to the foregoing costs of compensation, benefits and other incidental costs of the employment of the Executive Officers. SECTION 8.2 The Executive Officers are entitled to direct the Manager to remove and replace any individual made available to any member of the Group by the Manager serving as an officer or any senior manager serving as head of a business unit, in either case, of that member of the Group other than any Executive Officer, from such position. The Board of Directors, in its sole discretion, shall be entitled to direct the Manager to remove any individual made available to the Parent by the Manager serving as an Executive Officer from such position and to appoint such other individual to serve as successor as the Board of Directors shall approve. Furthermore, the Manager agrees that it will not remove any individual made available to any member of the Group by the Manager serving as an officer or senior manager of that member of the Group from his or her position without the consent of the Executive Officers and, in the case of any Executive Officer, the Board of Directors. If any officer or senior manager who is made available to the Parent by the Manager resigns, is terminated or otherwise vacates his or her office, the Manager shall, as soon as practicable after acceptance of any resignation or after termination, use reasonable best efforts to identify suitable candidates for replacement of such officer. SECTION 8.3 The Parent may employ directly, at its sole cost, any other officers, senior managers or employees as it may deem necessary, and such individuals will not be subject to this Agreement. SECTION 8.4 The Manager will report to the Parent and the Board of Directors through any one of more of the Executive Officers who are made available to the Parent by the Manager or by the Chief Executive Officer of the Manager.

AVAILABILITY OF OFFICERS. SECTION 8.1 8.1. The Manager shall provide the Group with the services of those Executive Officers officers from time to time agreed with the Parent. To the extent Executive Officers are so provided by the Manager, with the remuneration for such Executive Officers shall officers to be reflected in from time to time agreed with the Management Fee Parent and paid by reimbursed to the Manager. To the extent Executive Officers are not provided by the Manager but are instead employed by the Parent, the Management Fee payable hereunder shall be reduced, in arrears, by an amount equal to the aggregate costs of compensation and benefits and other incidental costs borne by the Parent as a result of such employment; provided that such reduction shall be no greater than an amount to be agreed on an annual basis as part of the annual budgeting process contemplated by Article X hereof; provided further, that, to avoid duplication, the Management Fee shall not be so reduced to the extent the management fees payable to the Other Manager have been reduced with respect to the foregoing costs of compensation, benefits and other incidental costs of the employment of the Executive Officers. SECTION 8.2 8.2. The Executive Officers are entitled to direct the Manager to remove and replace any individual made available to any member of the Group by the Manager serving as an officer or any senior manager serving as head of a business unit, in either case, of that member of the Group other than any Executive Officer, from such position. The Board of Directors, in its sole discretion, shall be entitled to direct the Manager to remove any individual made available to the Parent by the Manager serving as an Executive Officer officer from such position and to appoint such other individual to serve as successor as the Board of Directors shall approve. Furthermore, the Manager agrees that it will not remove any individual made available to any member of the Group by the Manager serving as an officer or senior manager of that member of the Group from his or her position without the consent of the Executive Officers and, in the case of any Executive Officer, the Consent of the Board of Directors. If any officer or senior manager who is made available to the Parent by the Manager resigns, is terminated or otherwise vacates his or her office, the Manager shall, as soon as practicable after acceptance of any resignation or after termination, use reasonable best efforts to identify suitable candidates for replacement of such officer. SECTION 8.3 8.3. The Parent may employ directly, at its sole cost, any other officers, senior managers or employees as it may deem necessary, and such individuals will not be subject to this Agreement. SECTION 8.4 8.4. The Manager will report to the Parent and the Board of Directors through any one of or more of the Executive Officers who are made available to the Parent by the Manager or by the Chief Executive Officer of the ManagerOfficers.