Common use of Third Party Agents Clause in Contracts

Third Party Agents. The Manager may not delegate (by subcontracting or otherwise) administrative duties to any third-party agent without express written consent of the Company. As of the Effective Date, the Company consents to the Manager’s delegation of certain administrative duties and back-office operations to as further described in Exhibit G. The Company may give or withhold its consent to delegation of administrative duties to other third-party agents for any reason, and the Company’s consent shall be subject to conditions specified by the Company, including, at a minimum, the following: 4.3.1 The Manager shall maintain contractual arrangements with the third-party agent that include information security, confidentiality, nondisclosure, and conflict of interest obligations consistent with this Agreement. The Manager’s contractual arrangement with any third-party agent, as the arrangement relates to the delegated duties, is to be subject to termination in substantially the same manner as this Agreement. 4.3.2 The Manager shall use a competitive process to select third-party agents whenever the Manager anticipates the value of the services performed by the third-party agent will exceed $100,000 or when the term of any contract for the services will exceed one year (not including extension or renewal). If the Manager believes that the best interests of the Company are served by engaging a third-party agent selected without competition, e.g., to respond to exigent circumstances, the Manager shall notify the FRBNY of the reasons for its determination and provide the FRBNY documentation setting forth the Manager’s justification for proceeding without competition. The documentation must indicate whether or not the third-party agent is an incumbent service provider to the Manager and, if so, whether or not the incumbent service provider was selected through a competitive process. The documentation must also address why competition was not practical, the advantage to the Company of proceeding without competition, the factors considered by the Manager in determining that the price and other terms of service are reasonable, and the Manager’s plan to conduct a competitive selection process if the need for the service is to continue beyond any period of time that factors in any justification based on exigency. 4.3.3 In selecting a third-party agent, whether through a competitive process or otherwise, the Manager must consider, in addition to cost, (a) the third-party agent’s reputation and financial condition; (b) its qualifications, availability, and capacity to perform the services for which it is engaged in a timely manner consistent with the requirements of this Agreement; and (c) any other non-price factors relevant under the circumstances of this Agreement. 4.3.4 The Manager must confirm, including by representations of the third-party agent, that the third-party agent possesses valid governmental licenses, franchises, permits, and certifications to the extent required to provide the services for which the third-party agent is engaged. 4.3.5 The Manager is responsible for monitoring each third-party agent engaged by the Manager to perform services for the Company under this Agreement to ensure that the Company receives the intended benefit of the third-party engagement. The Manager shall obtain from third- party agents audit and review rights for the Company, the FRBNY, and others substantially as described in the audit provisions of this Agreement, and the Manager shall cooperate with the FRBNY to facilitate any such audits or reviews as the FRBNY may determine necessary or appropriate.