Common use of Agency Services Clause in Contracts

Agency Services. 4.1 The parties may enter into a Work Plan for Services and/or Deliverables. Once a Work Plan is agreed and/or signed by the parties, the terms of this Agreement will apply to that Work Plan. 4.2 The Agency will perform the Services and procure that all Deliverables are delivered: (i) on time and in accordance with the Work Plan; and (ii) in accordance with Good Industry Practice (and shall employ policies and procedures appropriate to ensure that compliance). 4.3 Time shall be of the essence in relation to the obligations of the Agency throughout this Agreement (unless the Agency is prevented from meeting such obligations due to (i) an act or omission of Chivas; or (ii) a Force Majeure Event). 4.4 The Agency will allocate suitable personnel with appropriate levels of experience and seniority to provide the Services. Chivas acknowledges it may be necessary for alternative personnel with similar levels of seniority and experience to provide the Services. The Agency will consult with Chivas prior to replacing such personnel. 4.5 The Agency will procure that the Key Individuals are actively involved in the provision of the Services. Should any Key Individual leave the Agency or cease to be actively involved, the Agency will appoint a suitable replacement, having obtained prior Written Approval. 4.6 The Agency shall perform its obligations in accordance with all applicable Policies, which it acknowledges have been made available to it. Agency shall also comply with any reasonable requests made by Chivas for any Key Individuals to undertake any training provided by Chivas regarding the Policies. 4.7 Chivas may require the Agency to cancel, reduce or amend any or all Services or any or all of a Work Plan at any time by giving written notice to the Agency (including by email) and the relevant Fees shall be reduced or amended accordingly. Where a reduction or amendment to the Fees is required pursuant to this clause, the Agency shall, as soon as reasonably practicable following receipt of notice, provide a written proposal to Chivas for the reduction or amendment, following which Chivas may either (i) accept the revised Fees; or (ii) reject the proposal and request that the parties enter into good faith negotiations to determine the appropriate level of reduction or amendment. The revised Fees shall be effective from the date on which the revised Services are implemented. 4.8 In the event of cancellation, reduction or amendment pursuant to clause 4.7, Chivas will reimburse the Agency for any reasonable charges or expenses incurred by the Agency to a third party, excluding the Agency's and Agency Affiliates’ Personnel, provided that (i) any such charges and expenses are directly attributable to the part of the Services or the Work Plan that has been cancelled, reduced or amended; (ii) Chivas has previously given its Written Approval to the appointment or engagement of such third party and that the relevant charges and expenses may be paid in advance; and (iii) the Agency has used its best endeavours to mitigate such charges and expenses as far as possible. 4.9 If Chivas requires the Agency to increase any Services, the Agency shall inform Chivas promptly of any resulting increase in the relevant Fees and shall act reasonably in assessing such increase. Following Chivas’ Written Approval of the relevant increase, the relevant Services, Work Plans and Fees will be amended accordingly.

Agency Services. 4.1 (a) The parties may enter into a Work Plan for Company hereby appoints and authorizes the Credit Administrator to provide agency Services and/or Deliverables. Once a Work Plan is agreed and/or signed by pursuant to which the partiesCredit Administrator shall execute and deliver, in its capacity as an agent, on behalf of the terms of this Agreement will apply to that Work Plan.Company: 4.2 The Agency will perform (1) in connection with the Services contemplated by Service Annex 1 and procure that all Deliverables are deliveredService Annex 2, as applicable: (i) any one or more master loan participation agreements in the form of a “Transaction Specific Terms” incorporating the Standard Terms and Conditions for Participation Agreements for the Main Street Lending Program published on the Managing Member’s website (the “Standard Terms”), (ii) any Servicing Agreement as defined in the Standard Terms and entered into in connection therewith and (iii) any commitment letters as defined in the Standard Terms entered into in connection therewith ((i)-(iii) the “Origination Documents”); provided that the Credit Administrator shall have first complied with the procedures contemplated by Service Annex 1 and Service Annex 2, as applicable, to confirm to the Company and the Managing Member that all relevant Lender information and transaction requirements with respect to such documentation has been received in complete form as contemplated by Service Annex 1 and Service Annex 2 (“Completed Origination Documents”); and (2) in connection with any other Services, any co-lender agreement or assignment and assumption document referenced in the Origination Documents, and any amendment, waiver, modification or supplement to or ancillary agreement contemplated by the Origination Documents from time to time, in each case subject to prior written notice to and confirmation by the Managing Member of its consent to such action in accordance with the Work Planterms of any other relevant Service Annex; (such appointment of the Credit Administrator, the “Agency Appointment”). In performing the functions contemplated by the Agency Appointment subject to the terms and conditions of this Agreement, the Credit Administrator shall have the authority to do, perform, take, waive, and/or exercise each and every lawful act, right, power or duty of the Company as may be reasonably necessary or appropriate to perform the Agency Appointment. The Managing Member shall execute and deliver any power of attorney that may be required by counterparties to Origination Documents to evidence the appointment and authority of the Credit Administrator hereunder. Documents executed by the Credit Administrator pursuant to the Agency Appointment shall state the Credit Administrator’s capacity as “Guidehouse Inc., as Credit Administrator and agent for MS Facilities LLC acting pursuant to an Agency Appointment under the Credit Administration Agreement dated June 14, 2020 (as amended, restated, modified or supplemented from time to time)”. (b) This Section 2.18(b) constitutes a standing instruction to the Credit Administrator to exercise the Agency Appointment to enter into Completed Origination Documents on behalf of the Company from time to time in accordance with the procedures contemplated by Service Annex 1 and Service Annex 2, unless and until otherwise instructed by the Company or the Managing Member. (c) The Company may terminate or otherwise limit this Agency Appointment in its sole discretion at any time. Unless terminated, the Agency Appointment shall be effective for the term of this Agreement; provided, however, that (1) any agreements or other documents executed or actions taken prior to any resignation, termination or revocation date of the Agency Appointment shall remain in full force and effect; and (ii2) in accordance with Good Industry Practice (no person or entity relying on this Agency Appointment shall have any duty of inquiry as to any such resignation, termination or revocation and shall employ policies and procedures appropriate may continue to ensure that compliance). 4.3 Time shall be of rely on the essence in relation powers granted hereby to the obligations of Credit Administrator during the Agency throughout this Agreement (term hereof unless the Agency is prevented from meeting and until such obligations due to (i) an act person or omission of Chivas; or (ii) a Force Majeure Event). 4.4 The Agency will allocate suitable personnel with appropriate levels of experience and seniority to provide the Services. Chivas acknowledges it may be necessary for alternative personnel with similar levels of seniority and experience to provide the Services. The Agency will consult with Chivas prior to replacing such personnel. 4.5 The Agency will procure that the Key Individuals are actively involved in the provision of the Services. Should any Key Individual leave the Agency or cease to be actively involved, the Agency will appoint a suitable replacement, having obtained prior Written Approval. 4.6 The Agency shall perform its obligations in accordance with all applicable Policies, which it acknowledges have been made available to it. Agency shall also comply with any reasonable requests made by Chivas for any Key Individuals to undertake any training provided by Chivas regarding the Policies. 4.7 Chivas may require the Agency to cancel, reduce or amend any or all Services or any or all of a Work Plan at any time by giving entity receives written notice to the Agency (including by email) and the relevant Fees shall be reduced or amended accordingly. Where a reduction or amendment to the Fees is required pursuant to this clause, the Agency shall, as soon as reasonably practicable following receipt of notice, provide a written proposal to Chivas for the reduction or amendment, following which Chivas may either (i) accept the revised Fees; or (ii) reject the proposal and request that the parties enter into good faith negotiations to determine the appropriate level of reduction or amendment. The revised Fees shall be effective from the date on which the revised Services are implemented. 4.8 In the event of cancellation, reduction or amendment pursuant to clause 4.7, Chivas will reimburse the Agency for any reasonable charges or expenses incurred by the Agency to a third party, excluding the Agency's and Agency Affiliates’ Personnel, provided that (i) any such charges and expenses are directly attributable to the part of the Services or the Work Plan that has been cancelled, reduced or amended; (ii) Chivas has previously given its Written Approval to the appointment or engagement of such third party and that the relevant charges and expenses may be paid in advance; and (iii) the Agency has used its best endeavours to mitigate such charges and expenses as far as possibleearlier revocation or termination. 4.9 If Chivas requires the Agency to increase any Services, the Agency shall inform Chivas promptly of any resulting increase in the relevant Fees and shall act reasonably in assessing such increase. Following Chivas’ Written Approval of the relevant increase, the relevant Services, Work Plans and Fees will be amended accordingly.