Common use of Employees and Services Clause in Contracts

Employees and Services. After the Closing, the Manager shall cause to be made available to the Company, 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 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 Company shall at all times provide for the servicing of the Loans through a servicer under contract with the Company and the safekeeping of the notes and other Loan documents by a document custodian under contract with the Company, in each case in accordance with the Participation and Servicing Agreement. Notwithstanding anything to the contrary contained in this Section 3.2, no employees of Member or any third party (including any Affiliate) shall be deemed to be employees of the Company, any contractual relationships entered into to provide employees, facilities or support services shall be relationships between the third parties (or Affiliates) and Member (and not the Company) and shall not relieve Member 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 terms of the Participation and Servicing Agreement or is otherwise expressly set forth in this Agreement to be an expense of the Company.

Employees and Services. After the Closing, the Manager shall cause to be made available to the Company, 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 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 Company shall at all times provide for the servicing of the Loans through a servicer under contract with the Company and the safekeeping of the notes and Notes, other Loan documents Documents and Related Agreements by a document custodian under contract with the Company, in each case in accordance with the Participation and Servicing Agreement. Notwithstanding anything to the contrary contained in this Section 3.23.02, (a) no employees of the Member or any third party (including any Affiliate) shall be deemed to be employees of the Company, (b) any contractual relationships entered into to provide employees, facilities or support services shall be relationships between the third parties (or Affiliates) and the Member (and not the Company) and shall not relieve the Member of its obligations or any liability hereunder, and (c) 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 terms of the Participation and Servicing Agreement or is otherwise expressly set forth in this Agreement to be an expense of the Company.