Common use of Employees and Services Clause in Contracts

Employees and Services. After the Closing Date, the Manager shall cause to be made available to the Company and the Manager, from time to time, employees, facilities and support services in a manner and to an extent reasonably required for it to fulfill its duties and obligations as Manager and for the day-to-day operation of the Business, including the Manager’s (or its applicable Affiliates’) employees, facilities and support services. If necessary to meet the foregoing requirements, the Manager shall enter into contractual arrangements to secure employees, facilities and support services from third parties (including its Affiliates); provided, however, that the Manager shall at all times provide for the servicing of the Loans through a Servicer under contract with the Manager (in its individual capacity) in accordance with Article XII (and subject to applicable services retained by the Manager in accordance with Section 12.3) and the safekeeping of the Notes and other Loan Documents by a Custodian under contract with the Company in accordance with the provisions of Section 3.7 below. Notwithstanding anything to the contrary contained in this Section 3.3, the Company shall not have any employees, no employees of the Manager or any third party (including any Affiliate) shall be deemed to be employees of the Company, any contractual relationships entered into by the Manager to provide employees, facilities or support services to the Company or the Manager shall be relationships between the third parties (or Affiliates) and the Manager (and not the Company) and shall not relieve such Manager of its obligations or any liability hereunder, and no expenses incurred to secure or maintain employees, facilities or support services shall be an expense of the Company unless the same is expressly reimbursable by the Company pursuant to the provisions of Article XII below or is otherwise expressly set forth in this Agreement or in any Ancillary Documents to be an expense of the Company.

Employees and Services. After the Closing Date, the Manager shall must cause to be made available to the Company and the ManagerCompany, from time to time, employees, facilities and support services in a manner and to an extent reasonably required for it to fulfill its duties and obligations as the Manager and for the day-to-day operation of the Business, including the Manager’s (or its applicable Affiliates’) employees, facilities and support services. If necessary to meet the foregoing requirements, the Manager shall must enter into contractual arrangements to secure employees, facilities and support services from third parties (including its Affiliates); provided, however, that the Manager shall must at all times provide for the servicing Servicing (other than Asset Management retained by the Manager in accordance with Section 12.3(b) or engagement of a JDC Contractor in accordance with Section 12.3(c)) to be conducted through the Loans through a Servicer under contract with the Manager (in its individual capacity) in accordance with Article XII (and subject to applicable services retained by the Manager in accordance with Section 12.3) Servicing Addendum and the safekeeping of the Notes and other Loan Asset Documents by a Custodian under contract with the Company in accordance with the provisions of Section 3.7 below. Notwithstanding anything to the contrary contained in this Section 3.3, (i) the Company shall not have any employees, (ii) no employees of the Manager or any third party (including any AffiliateAffiliate of the Manager) shall will be deemed to be employees of the Company, (iii) any contractual relationships entered into by the Manager to provide employees, facilities or support services to the Company or the Manager shall be relationships between the third parties (or AffiliatesAffiliates and the Manager) and the Manager (and not the Company) and shall not relieve such the Manager of its obligations or any liability hereunder, and (iv) no expenses incurred to secure or maintain employees (or independent contractors performing relevant services for the day-to-day operation of the Company in lieu of performance of the same by such employees), facilities or support services shall will be an expense of the Company unless the same is expressly reimbursable by the Company pursuant to the provisions of Article XII below (and the Servicing Addendum) or is otherwise expressly set forth in this Agreement or in any Ancillary other Transaction Documents to be an expense of the Company.

Employees and Services. After the Closing Date, the Manager shall cause to be made available to the Company and the ManagerCompany, from time to time, employees, facilities and support services in a manner and to an extent reasonably required for it to fulfill its duties and obligations as the Manager and for the day-to-day operation of the Business, including the Manager’s (or its applicable Affiliates’) employees, facilities and support services. If necessary to meet the foregoing requirements, the Manager shall enter into contractual arrangements to secure employees, facilities and support services from third parties (including its Affiliates); provided, however, that the Manager shall at all times provide for the servicing of the Loans Assets through a Servicer under contract with the Manager (in its individual capacity) in accordance with Article XII (and subject to applicable services retained by the Manager in accordance with Section 12.3) and the safekeeping of the Notes and other Loan Asset Documents by a Custodian under contract with the Company in accordance with the provisions of Section 3.7 below. Notwithstanding anything to the contrary contained in this Section 3.3, (a) the Company shall not have any employees, (b) no employees of the Manager or any third party (including any Affiliate) shall be deemed to be employees of the Company, (c) any contractual relationships entered into by the Manager to provide employees, facilities or support services to the Company or the Manager shall be relationships between the third parties (or Affiliates) and the Manager (and not the Company) and shall not relieve such the Manager of its obligations or any liability hereunder, and (d) no expenses incurred to secure or maintain employees (or independent contractors performing relevant services for the day-to-day operation of the Company in lieu of performance of the same by such employees), facilities or support services shall be an expense of the Company unless the same is expressly reimbursable by the Company pursuant to the provisions of Article XII below or is otherwise expressly set forth in this Agreement or in any Ancillary other Transaction Documents to be an expense of the Company.

Employees and Services. After the Closing Date, the Manager shall cause to be made available to the Company and the ManagerCompany, from time to time, employees, facilities and support services in a manner and to an extent reasonably required for it to fulfill its duties and obligations as Manager and for the day-to-day operation of the Business, including the Manager’s (or its applicable Affiliates’) employees, facilities and support services. If necessary to meet the foregoing requirements, the Manager shall enter into contractual arrangements to secure employees, facilities and support services from third parties (including its Affiliates); provided, however, that the Manager shall at all times provide for the servicing of the Loans through a Servicer under contract with the Manager (in its individual capacity) in accordance with Article XII (and subject to applicable services retained by the Manager in accordance with Section 12.3) and the safekeeping of the Notes and other Loan Documents by a Custodian under contract with the Company in accordance with the provisions of Section 3.7 below. Notwithstanding anything to the contrary contained in this Section 3.3, the Company shall not have any employees, no employees of the Manager or any third party (including any Affiliate) shall be deemed to be employees of the Company, any contractual relationships entered into by the Manager to provide employees, facilities or support services to the Company or the Manager shall be relationships between the third parties (or Affiliates) and the Manager (and not the Company) and shall not relieve such Manager of its obligations or any liability hereunder, and no expenses incurred to secure or maintain employees, facilities or support services shall be an expense of the Company unless the same is expressly reimbursable by the Company pursuant to the provisions of Article XII below or is otherwise expressly set forth in this Agreement or in any Ancillary Transaction Documents to be an expense of the Company.

Employees and Services. After the Closing Date, the Manager shall cause to be made available to the Company and the ManagerCompany, from time to time, employees, facilities and support services in a manner and to an extent reasonably required for it to fulfill its duties and obligations as the Manager and for the day-to-day operation of the Business, including the Manager’s (or its applicable Affiliates’) employees, facilities and support services. If necessary to meet the foregoing requirements, the Manager shall enter into contractual arrangements to secure employees, facilities and support services from third parties (including its Affiliates); provided, however, that the Manager shall at all times provide for the servicing of Servicing (other than Asset Management retained by the Loans Manager in accordance with Section 12.3(b)) to be conducted through a the Servicer under contract with the Manager (in its individual capacity) in accordance with Article XII (and subject to applicable services retained by the Manager in accordance with Section 12.3) and the safekeeping of the Notes and other Loan Asset Documents by a Custodian under contract with the Company in accordance with the provisions of Section 3.7 below. Notwithstanding anything to the contrary contained in this Section 3.3, (i) the Company shall not have any employees, (ii) no employees of the Manager or any third party (including any AffiliateAffiliate of the Manager) shall be deemed to be employees of the Company, (iii) any contractual relationships entered into by the Manager to provide employees, facilities or support services to the Company or the Manager shall be relationships between the third parties (or AffiliatesAffiliates and the Manager) and the Manager (and not the Company) and shall not relieve such the Manager of its obligations or any liability hereunder, and (iv) no expenses incurred to secure or maintain employees (or independent contractors performing relevant services for the day-to-day operation of the Company in lieu of performance of the same by such employees), facilities or support services shall be an expense of the Company unless the same is expressly reimbursable by the Company pursuant to the provisions of Article XII below or is otherwise expressly set forth in this Agreement or in any Ancillary other Transaction Documents to be an expense of the Company.

Employees and Services. After the Closing Date, the Manager shall cause to be made available to the Company and the ManagerCompany, from time to time, employees, facilities and support services in a manner and to an extent reasonably required for it to fulfill its duties and obligations as Manager and for the day-to-day operation of the Business, including the Manager’s (or its applicable Affiliates’) employees, facilities and support services. If necessary to meet the foregoing requirements, the Manager shall enter into contractual arrangements to secure employees, facilities and support services from third parties (including its Affiliates); provided, however, that the Manager shall at all times provide for the servicing of the Loans through a Servicer under contract with the Manager (in its individual capacity) in accordance with Article XII (and subject to applicable services retained by the Manager in accordance with Section 12.3) and the safekeeping of the Notes and other Loan Documents by a Custodian under contract with the Company in accordance with the provisions of Section 3.7 below. Notwithstanding anything to the contrary contained in this Section 3.3, the Company shall not have any employees, no employees of the Manager or any third party (including any Affiliate) shall be deemed to be employees of the Company, any contractual relationships entered into by the Manager to provide employees, facilities or support services to the Company or the Manager shall be relationships between the third parties (or Affiliates) and the Manager (and not the Company) and shall not relieve such Manager of its obligations or any liability hereunder, and no expenses incurred to secure or maintain employees, facilities or support services shall be an expense of the Company unless the same is expressly reimbursable by the Company pursuant to the provisions of Article XII below or is otherwise expressly set forth in this Agreement or in any Ancillary Documents to be an expense of the Company.

Employees and Services. After the Closing Date, the Manager shall cause to be made available to the Company and the ManagerCompany, from time to time, employees, facilities and support services in a manner and to an extent reasonably required for it to fulfill its duties and obligations as Manager and for the day-to-day operation of the Business, including the Manager’s (or its applicable Affiliates’) employees, facilities and support services. If necessary to meet the foregoing requirements, the Manager shall enter into contractual arrangements to secure employees, facilities and support services from third parties (including its Affiliates); provided, however, that the Manager shall at all times provide for the servicing of the Mortgage Loans through a Servicer under contract with the Manager (in its individual capacity) in accordance with Article XII (and subject to applicable services retained by the Manager in accordance with Section 12.3) and the safekeeping of the Notes and other Mortgage Loan Documents by a Custodian under contract with the Company in accordance with the provisions of Section 3.7 below. Notwithstanding anything to the contrary contained in this Section 3.3, (a) the Company shall not have any employees, (b) no employees of the Manager or any third party (including any Affiliate) shall be deemed to be employees of the Company, (c) any contractual relationships entered into by the Manager to provide employees, facilities or support services to the Company or the Manager shall be relationships between the third parties (or Affiliates) and the Manager (and not the Company) and shall not relieve such Manager of its obligations or any liability hereunder, hereunder and (d) no expenses incurred to secure or maintain employees, facilities or support services shall be an expense of the Company unless the same is expressly reimbursable by the Company pursuant to the provisions of Article XII below or is otherwise expressly set forth in this Agreement or in any Ancillary Documents to be an expense of the Company.

Employees and Services. After the Closing Date, the Manager shall must cause to be made available to the Company and the ManagerCompany, from time to time, employees, facilities and support services in a manner and to an extent reasonably required for it to fulfill its duties and obligations as the Manager and for the day-to-day operation of the Business, including the Manager’s (or its applicable Affiliates’) employees, facilities and support services. If necessary to meet the foregoing requirements, the Manager shall must enter into contractual arrangements to secure employees, facilities and support services from third parties (including its Affiliates); provided, however, that the Manager shall must at all times provide for the servicing Servicing (other than Asset Management retained by the Manager in accordance with Section 12.3(b) or engagement of a JDC Contractor in accordance with Section 12.3(c)) to be conducted through the Loans through a Servicer under contract with the Manager (in its individual capacity) in accordance with Article XII (and subject to applicable services retained by the Manager in accordance with Section 12.3) Servicing Addendum and the safekeeping of the Notes and other Loan Asset Documents by a Custodian under contract with the Company in accordance with the provisions of Section 3.7 below. Notwithstanding anything to the contrary contained in this Section 3.3, (i) the Company shall not have any employees, (ii) no employees of the Manager or any third party (including any AffiliateAffiliate of the Manager) shall will be deemed to be employees of the Company, (iii) any contractual relationships entered into by the Manager to provide employees, facilities or support services to the Company or the Manager shall be relationships between the third parties (or AffiliatesAffiliates and the Manager) and the Manager (and not the Company) and shall not relieve such the Manager of its obligations or any liability hereunder, and (iv) no expenses incurred to secure or maintain employees (or independent contractors performing relevant services for the day-to-day operation of the Company in lieu of performance of the same by such employees), facilities or support services shall will be an expense of the Company unless the same is expressly reimbursable by the Company pursuant to the provisions of Article XII below (and the Servicing Addendum) or is otherwise expressly set forth in this Agreement or in any Ancillary other Transaction Documents to be an expense of the Company.Company.‌‌

Employees and Services. After the Closing Date, the Manager shall must cause to be made available to the Company and the ManagerCompany, from time to time, employees, facilities and support services in a manner and to an extent reasonably required for it to fulfill its duties and obligations as the Manager and for the day-to-day operation of the Business, including the Manager’s (or its applicable Affiliates’) employees, facilities and support services. If necessary to meet the foregoing requirements, the Manager shall must enter into contractual arrangements to secure employees, facilities and support services from third parties (including its Affiliates); provided, however, that the Manager shall must at all times provide for the servicing Servicing (other than Asset Management retained by the Manager in accordance with Section 12.3(b) or engagement of a JDC Contractor in accordance with Section 12.3(c)) to be conducted through the Loans through a Servicer under contract with the Manager (in its individual capacity) in accordance with Article XII (and subject to applicable services retained by the Manager in accordance with Section 12.3) and the Servicing Addendum and the‌ safekeeping of the Notes and other Loan Asset Documents by a Custodian under contract with the Company in accordance with the provisions of Section 3.7 below. Notwithstanding anything to the contrary contained in this Section 3.3, (i) the Company shall not have any employees, (ii) no employees of the Manager or any third party (including any AffiliateAffiliate of the Manager) shall will be deemed to be employees of the Company, (iii) any contractual relationships entered into by the Manager to provide employees, facilities or support services to the Company or the Manager shall be relationships between the third parties (or AffiliatesAffiliates and the Manager) and the Manager (and not the Company) and shall not relieve such the Manager of its obligations or any liability hereunder, and (iv) no expenses incurred to secure or maintain employees (or independent contractors performing relevant services for the day-to-day operation of the Company in lieu of performance of the same by such employees), facilities or support services shall will be an expense of the Company unless the same is expressly reimbursable by the Company pursuant to the provisions of Article XII below (and the Servicing Addendum) or is otherwise expressly set forth in this Agreement or in any Ancillary other Transaction Documents to be an expense of the Company.Company.‌