Common use of Certain Services Clause in Contracts

Certain Services. Without limiting the generality of Section 1(a), the Manager will be responsible for the day-to-day operations of the Company and its subsidiaries and will perform (or cause to be performed) such services and activities relating to the investments and operations of the Company and its subsidiaries as may be appropriate, which, subject to the oversight and any required approval of the Board, may include, without limitation, unless otherwise instructed by the Board: i. maintaining an investment committee of the Manager, the members of which shall consist of officers of American Capital, Ltd. (“American Capital”), the Manager or their affiliates, which may, among other responsibilities, implement changes to the Company’s operating policies and guidelines; ii. serving as a consultant to the Company and its subsidiaries with respect to the periodic review of their investments, borrowings and operations and the policies and recommendations with respect thereto; iii. serving as a consultant to the Company and its subsidiaries with respect to selecting, purchasing, financing, monitoring and disposing of its investments; iv. serving as a consultant to the Company and its subsidiaries with respect to decisions regarding any financings, hedging activities or borrowings undertaken by the Company or its subsidiaries, including (1) assisting the Company in developing criteria for debt and equity financing that is specifically tailored to the Company’s investment objectives and (2) advising the Company and its subsidiaries with respect to obtaining appropriate financing for its investments; v. subject to Section 2(a), providing the Company with a management team, including a Chief Executive Officer, Chief Financial Officer and Chief Investment Officer or similar positions, along with appropriate support personnel to provide the management services to be provided by the Manager to the Company hereunder, who shall devote such of their time to the management of the Company as necessary and appropriate, commensurate with the level of activity of the Company from time to time; vi. advising the Company with respect to any equity incentive plans that it may establish for its independent directors; vii. providing the Company and its subsidiaries with portfolio management; viii. engaging and supervising, on the Company’s behalf and at the Company’s expense, independent contractors that provide investment banking, securities brokerage, insurance, diligence, legal, accounting, valuation, transfer agent, registrar and such other services as may be required relating to the Company’s and its subsidiaries’ operations or investments (or potential investments); ix. providing executive and administrative personnel, office space and office services required in rendering services to the Company and its subsidiaries; x. performing and supervising the performance of administrative functions necessary in the Company’s and its subsidiaries' management as may be agreed upon by the Manager and the Board, including, without limitation, the services in respect of any equity incentive plan the Company may establish for its independent directors, the collection of revenues and the payment of the Company’s or its subsidiaries’ debts and obligations and maintenance of appropriate information technology services to perform such administrative functions; xi. communicating on behalf of the Company with the holders of any of the Company’s equity or debt securities as required to satisfy the reporting and other requirements of any governmental bodies or agencies or trading exchanges or markets and to maintain effective relations with such holders, including website maintenance, logo design, analyst presentations, investor conferences and annual meeting arrangements; xii. counseling the Company in connection with policy decisions to be made by the Board; xiii. counseling the Company regarding the requirements to qualify as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (including the U.S. Treasury regulations promulgated thereunder, the “Code”), and monitoring compliance with the various RIC qualification tests and other rules set out in the Code; xiv. counseling the Company regarding the requirements to qualify as a BDC and monitoring compliance with the various BDC qualification tests and other rules set out in the Investment Company Act; xv. offering to make significant managerial assistance available to each of the Company’s portfolio companies, as required by the 1940 Act; xvi. voting any proxies solicited by an issuer of securities held by the Company; xvii. furnishing reports and statistical and economic research to the Company regarding the activities and services performed for the Company or its subsidiaries by the Manager; xviii. monitoring the operating performance of the Company’s and its subsidiaries’ investments and providing periodic reports with respect thereto to the Board, including comparative information with respect to such operating performance and budgeted or projected operating results; xix. investing and re-investing any of the Company’s or its subsidiaries’ monies and securities (including in short-term investments, payment of fees, costs and expenses, or payments of dividends or distributions to the Company’s stockholders) and advising the Company as to its capital structure and capital-raising activities; xx. engaging on behalf of the Company or its subsidiaries, or recommending their retention of, qualified accountants and legal counsel, as applicable, to (1) assist in developing appropriate procedures, internal controls, compliance procedures and testing systems with respect to the provisions of the Code applicable to RICs and (2) conduct quarterly compliance reviews with respect thereto; xxi. qualifying the Company and its subsidiaries to do business in all jurisdictions in which such qualification is required and ensuring the Company and its subsidiaries obtain and maintain all appropriate licenses; xxii. assisting the Company and its subsidiaries in complying with all regulatory requirements applicable to it in respect of its business activities, including preparing or causing to be prepared all financial statements required under applicable regulations and contractual undertakings and all reports and documents, if any, required under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended; xxiii. taking all necessary actions to enable the Company and its subsidiaries to make required tax filings and reports, including soliciting stockholders for required information to the extent necessary under the Code applicable to RICs; xxiv. assisting in handling and resolving all claims, disputes or controversies (including all litigation, arbitration, settlement or other proceedings or negotiations) in which the Company or its subsidiaries may be involved or to which it may be subject arising out of its day-to-day operations; xxv. arranging marketing materials, advertising, industry group activities (such as conference participations and industry organization memberships) and other promotional efforts designed to promote the Company’s business; xxvi. using commercially reasonable efforts to cause expenses incurred by or on behalf of the Company or its subsidiaries to be commercially reasonable or commercially customary; xxvii. performing such other services as may be required from time to time for the management and other activities relating to the Company’s and its subsidiaries’ assets, business and operations as the Board reasonably requests or the Manager deems appropriate under the particular circumstances; and

Certain Services. Without limiting the generality of Section 1(a), the Manager will be responsible for the day-to-day operations of the Company and its subsidiaries and will perform (or cause to be performed) such services and activities relating to the investments and operations of the Company and its subsidiaries as may be appropriate, which, subject to the oversight and any required approval of the Board, may include, without limitation, unless otherwise instructed by the Board: i. maintaining an investment committee of the Manager, the members of which shall consist of officers of American Capital, Ltd. (“American Capital”), the Manager or their its affiliates, which may, among other responsibilities, implement changes to the Company’s operating policies and guidelines; ii. serving as a consultant to the Company and its subsidiaries with respect to the periodic review of their investments, borrowings and operations and the policies and recommendations with respect thereto; iii. serving as a consultant to the Company and its subsidiaries with respect to selecting, purchasing, financing, monitoring and disposing of its investments; iv. serving as a consultant to the Company and its subsidiaries with respect to decisions regarding any financings, hedging activities or borrowings undertaken by the Company or its subsidiaries, including (1) assisting the Company in developing criteria for debt and equity financing that is specifically tailored to the Company’s investment objectives and (2) advising the Company and its subsidiaries with respect to obtaining appropriate financing for its investments; v. subject to Section 2(a), providing the Company with a management team, including a Chief Executive Officer, Chief Financial Officer and Chief Investment Officer or similar positions, along with appropriate support personnel to provide the management services to be provided by the Manager to the Company hereunder, who shall devote such of their time to the management of the Company as necessary and appropriate, commensurate with the level of activity of the Company from time to time; vi. advising the Company with respect to any equity incentive plans that it may establish for its independent directors; vii. providing the Company and its subsidiaries with portfolio management; ; viii. engaging and supervising, on the Company’s behalf and at the Company’s expense, independent contractors that provide investment banking, securities brokerage, insurance, diligence, legal, accounting, valuation, transfer agent, registrar and such other services as may be required relating to the Company’s and its subsidiaries’ operations or investments (or potential investments); ix. providing executive and administrative personnel, office space and office services required in rendering services to the Company and its subsidiaries; x. performing and supervising the performance of administrative functions necessary in the Company’s and its subsidiaries' ’ management as may be agreed upon by the Manager and the Board, including, without limitation, the services in respect of any equity incentive plan the Company may establish for its independent directors, the collection of revenues and the payment of the Company’s or its subsidiaries’ debts and obligations and maintenance of appropriate information technology services to perform such administrative functions; xi. communicating on behalf of the Company with the holders of any of the Company’s equity or debt securities as required to satisfy the reporting and other requirements of any governmental bodies or agencies or trading exchanges or markets and to maintain effective relations with such holders, including website maintenance, logo design, analyst presentations, investor conferences and annual meeting arrangements; xii. counseling the Company in connection with policy decisions to be made by the Board; xiii. counseling the Company regarding the requirements to qualify as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (including the U.S. Treasury regulations promulgated thereunder, the “Code”), and monitoring compliance with the various RIC qualification tests and other rules set out in the Code; xiv. counseling the Company regarding the requirements to qualify as a BDC and monitoring compliance with the various BDC qualification tests and other rules set out in the Investment Company Act; xv. offering to make significant managerial assistance available to each of the Company’s portfolio companies, as required by the 1940 Investment Company Act; xvi. voting any proxies solicited by an issuer of securities held by the Company; xvii. furnishing reports and statistical and economic research to the Company regarding the activities and services performed for the Company or its subsidiaries by the Manager; xviii. monitoring the operating performance of the Company’s and its subsidiaries’ investments and providing periodic reports with respect thereto to the Board, including comparative information with respect to such operating performance and budgeted or projected operating results; xix. investing and re-investing any of the Company’s or its subsidiaries’ monies and securities (including in short-term investments, payment of fees, costs and expenses, or payments of dividends or distributions to the Company’s stockholders) and advising the Company as to its capital structure and capital-raising activities; xx. engaging on behalf of the Company or its subsidiaries, or recommending their retention of, qualified accountants and legal counsel, as applicable, to (1) assist in developing appropriate procedures, internal controls, compliance procedures and testing systems with respect to the provisions of the Code applicable to RICs and (2) conduct quarterly compliance reviews with respect thereto; xxi. qualifying the Company and its subsidiaries to do business in all jurisdictions in which such qualification is required and ensuring the Company and its subsidiaries obtain and maintain all appropriate licenses; xxii. assisting the Company and its subsidiaries in complying with all regulatory requirements applicable to it in respect of its business activities, including preparing or causing to be prepared all financial statements required under applicable regulations and contractual undertakings and all reports and documents, if any, required under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended; xxiii. taking all necessary actions to enable the Company and its subsidiaries to make required tax filings and reports, including soliciting stockholders for required information to the extent necessary under the Code applicable to RICs; xxiv. assisting in handling and resolving all claims, disputes or controversies (including all litigation, arbitration, settlement or other proceedings or negotiations) in which the Company or its subsidiaries may be involved or to which it may be subject arising out of its day-to-day operations; xxv. arranging marketing materials, advertising, industry group activities (such as conference participations and industry organization memberships) and other promotional efforts designed to promote the Company’s business; xxvi. using commercially reasonable efforts to cause expenses incurred by or on behalf of the Company or its subsidiaries to be commercially reasonable or commercially customary; ; xxvii. performing such other services as may be required from time to time for the management and other activities relating to the Company’s and its subsidiaries’ assets, business and operations as the Board reasonably requests or the Manager deems appropriate under the particular circumstances; and xxviii. using commercially reasonable efforts to cause the Company and its subsidiaries to comply with all applicable laws. The Manager shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company and its subsidiaries, including the execution and delivery of all documents relating to their investments and the placing of orders for other purchase or sale transactions on behalf of the Company and its subsidiaries. In the event that the Company or any of its subsidiaries determine to incur debt financing, the Manager shall arrange for such financing on its behalf, subject to the oversight and any required approval of the Board. If it is necessary for the Manager to make investments on behalf of the Company through a special purpose vehicle, the Manager shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company Act.

Certain Services. Without limiting the generality of Section 1(a), the Manager will be responsible for the day-to-day operations of the Company and its subsidiaries and will perform (or cause to be performed) such services and activities relating to the investments and operations of the Company and its subsidiaries as may be appropriate, which, subject to the oversight and any required approval of the Board, may include, without limitation, unless otherwise instructed by the Board: i. maintaining an investment committee of the Manager, the members of which shall consist of officers of American Capital, Ltd. (“American Capital”), the Manager or their affiliates, which may, among other responsibilities, implement changes to the Company’s operating policies and guidelines; ii. serving as a consultant to the Company and its subsidiaries with respect to the periodic review of their investments, borrowings and operations and the policies and recommendations with respect thereto; iii. serving as a consultant to the Company and its subsidiaries with respect to selecting, purchasing, financing, monitoring and disposing of its investments; iv. serving as a consultant to the Company and its subsidiaries with respect to decisions regarding any financings, hedging activities or borrowings undertaken by the Company or its subsidiaries, including (1) assisting the Company in developing criteria for debt and equity financing that is specifically tailored to the Company’s investment objectives and (2) advising the Company and its subsidiaries with respect to obtaining appropriate financing for its investments; v. subject to Section 2(a), providing the Company with a management team, including a Chief Executive Officer, Chief Financial Officer and Chief Investment Officer or similar positions, along with appropriate support personnel to provide the management services to be provided by the Manager to the Company hereunder, who shall devote such of their time to the management of the Company as necessary and appropriate, commensurate with the level of activity of the Company from time to time; vi. advising the Company with respect to any equity incentive plans that it may establish for its independent directors; vii. providing the Company and its subsidiaries with portfolio management; viii. engaging and supervising, on the Company’s behalf and at the Company’s expense, independent contractors that provide investment banking, securities brokerage, insurance, diligence, legal, accounting, valuation, transfer agent, registrar and such other services as may be required relating to the Company’s and its subsidiaries’ operations or investments (or potential investments); ix. providing executive and administrative personnel, office space and office services required in rendering services to the Company and its subsidiaries; x. performing and supervising the performance of administrative functions necessary in the Company’s and its subsidiaries' management as may be agreed upon by the Manager and the Board, including, without limitation, the services in respect of any equity incentive plan the Company may establish for its independent directors, the collection of revenues and the payment of the Company’s or its subsidiaries’ debts and obligations and maintenance of appropriate information technology services to perform such administrative functions; xi. communicating on behalf of the Company with the holders of any of the Company’s equity or debt securities as required to satisfy the reporting and other requirements of any governmental bodies or agencies or trading exchanges or markets and to maintain effective relations with such holders, including website maintenance, logo design, analyst presentations, investor conferences and annual meeting arrangements; xii. counseling the Company in connection with policy decisions to be made by the Board; xiii. counseling the Company regarding the requirements to qualify as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (including the U.S. Treasury regulations promulgated thereunder, the “Code”), and monitoring compliance with the various RIC qualification tests and other rules set out in the Code; xiv. counseling the Company regarding the requirements to qualify as a BDC and monitoring compliance with the various BDC qualification tests and other rules set out in the Investment Company Act; xv. offering to make significant managerial assistance available to each of the Company’s portfolio companies, as required by the 1940 Act; xvi. voting any proxies solicited by an issuer of securities held by the Company; xvii. furnishing reports and statistical and economic research to the Company regarding the activities and services performed for the Company or its subsidiaries by the Manager; xviiixvii. monitoring the operating performance of the Company’s and its subsidiaries’ investments and providing periodic reports with respect thereto to the Board, including comparative information with respect to such operating performance and budgeted or projected operating results; xixxviii. investing and re-investing any of the Company’s or its subsidiaries’ monies and securities (including in short-term investments, payment of fees, costs and expenses, or payments of dividends or distributions to the Company’s stockholders) and advising the Company as to its capital structure and capital-raising activities; xxxix. engaging on behalf of the Company or its subsidiaries, or recommending their retention of, qualified accountants and legal counsel, as applicable, to (1) assist in developing appropriate procedures, internal controls, compliance procedures and testing systems with respect to the provisions of the Code applicable to RICs and (2) conduct quarterly compliance reviews with respect thereto; xxixx. qualifying the Company and its subsidiaries to do business in all jurisdictions in which such qualification is required and ensuring the Company and its subsidiaries obtain and maintain all appropriate licenses; xxiixxi. assisting the Company and its subsidiaries in complying with all regulatory requirements applicable to it in respect of its business activities, including preparing or causing to be prepared all financial statements required under applicable regulations and contractual undertakings and all reports and documents, if any, required under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended; xxiiixxii. taking all necessary actions to enable the Company and its subsidiaries to make required tax filings and reports, including soliciting stockholders for required information to the extent necessary under the Code applicable to RICs; xxivxxiii. assisting in handling and resolving all claims, disputes or controversies (including all litigation, arbitration, settlement or other proceedings or negotiations) in which the Company or its subsidiaries may be involved or to which it may be subject arising out of its day-to-day operations; xxvxxiv. arranging marketing materials, advertising, industry group activities (such as conference participations and industry organization memberships) and other promotional efforts designed to promote the Company’s business; xxvixxv. using commercially reasonable efforts to cause expenses incurred by or on behalf of the Company or its subsidiaries to be commercially reasonable or commercially customary; xxviixxvi. performing such other services as may be required from time to time for the management and other activities relating to the Company’s and its subsidiaries’ assets, business and operations as the Board reasonably requests or the Manager deems appropriate under the particular circumstances; and

Certain Services. Without limiting the generality of Section 1(a), the Manager will be responsible for the day-to-day operations of the Company and its subsidiaries and will perform (or cause to be performed) such services and activities relating to the investments and operations of the Company and its subsidiaries as may be appropriate, which, subject to the oversight and any required approval of the Board, may include, without limitation, unless otherwise instructed by the Board: i. (i) maintaining an investment committee of the Manager, the members of which shall consist of the officers of American Capital, Ltd. (“American Capital”), the Manager or their its affiliates, which may, among other responsibilities, implement changes to the Company’s operating policies and guidelines; (ii. ) serving as a consultant to the Company and its subsidiaries with respect to the periodic review of their investments, borrowings and operations and the policies and recommendations with respect thereto; (iii. ) serving as a consultant to the Company and its subsidiaries with respect to selecting, purchasing, financing, monitoring and disposing of its investments; (iv. ) serving as a consultant to the Company and its subsidiaries with respect to decisions regarding any financings, hedging activities or borrowings undertaken by the Company or its subsidiaries, including (1) assisting the Company in developing criteria for debt and equity financing that is specifically tailored to the Company’s investment objectives and (2) advising the Company and its subsidiaries with respect to obtaining appropriate financing for its investments; v. (v) subject to Section 2(a), providing the Company with a management team, including a Chief Executive Officer, Chief Financial Officer and Chief Investment Financial Officer or similar positions, along with appropriate support personnel to provide the management services to be provided by the Manager to the Company hereunder, who shall devote such of their time to the management of the Company as necessary and appropriate, commensurate with the level of activity of the Company from time to time; (vi. ) advising the Company with respect to any equity incentive plans that it may establish for its independent directorsthe Company’s directors who are not “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act); (vii. ) providing the Company and its subsidiaries with portfolio management; ; (viii. ) engaging and supervising, on the Company’s behalf and at the Company’s expense, independent contractors that provide investment banking, securities brokerage, insurance, diligence, legal, accounting, valuation, transfer agent, registrar and such other services as may be required relating to the Company’s and its subsidiaries’ operations or investments (or potential investments); (ix. ) providing executive and administrative personnel, office space and office services required in rendering services to the Company and its subsidiaries; x. (x) performing and supervising the performance of administrative functions necessary in the Company’s and its subsidiaries' ’ management as may be agreed upon by the Manager and the Board, including, without limitation, the services in respect of any equity incentive plan the Company may establish for its independent directors, the collection of revenues and the payment of the Company’s or its subsidiaries’ debts and obligations and maintenance of appropriate information technology services to perform such administrative functions; (xi. ) communicating on behalf of the Company with the holders of any of the Company’s equity or debt securities as required to satisfy the reporting and other requirements of any governmental bodies or agencies or trading exchanges or markets and to maintain effective relations with such holders, including website maintenance, logo design, analyst presentations, investor conferences and annual meeting arrangements; (xii. ) counseling the Company in connection with policy decisions to be made by the Board; (xiii. ) counseling the Company regarding the requirements to qualify as a regulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (including the U.S. Treasury regulations promulgated thereunder, the “Code”), and monitoring compliance with the various RIC qualification tests and other rules set out in the Code; (xiv. ) counseling the Company regarding the requirements to qualify as a BDC and monitoring compliance with the various BDC qualification tests and other rules set out in the Investment Company Act; (xv. ) offering to make significant managerial assistance available to each of the Company’s portfolio companies, as required by the 1940 Investment Company Act; (xvi. ) voting any proxies solicited by an issuer of securities held by the Company; (xvii. ) furnishing reports and statistical and economic research to the Company regarding the activities and services performed for the Company or its subsidiaries by the Manager; (xviii. ) monitoring the operating performance of the Company’s and its subsidiaries’ investments and providing periodic reports with respect thereto to the Board, including comparative information with respect to such operating performance and budgeted or projected operating results; (xix. ) investing and re-investing any of the Company’s or its subsidiaries’ monies and securities (including in short-term investments, payment of fees, costs and expenses, or payments of dividends or distributions to the Company’s stockholders) and advising the Company as to its capital structure and capital-raising activities; (xx. ) engaging on behalf of the Company or its subsidiaries, or recommending their retention of, qualified accountants and legal counsel, as applicable, to (1) assist in developing appropriate procedures, internal controls, compliance procedures and testing systems with respect to the provisions of the Code applicable to RICs and (2) conduct quarterly compliance reviews with respect thereto; (xxi. ) qualifying the Company and its subsidiaries to do business in all jurisdictions in which such qualification is required and ensuring the Company and its subsidiaries obtain and maintain all appropriate licenses; (xxii. ) assisting the Company and its subsidiaries in complying with all regulatory requirements applicable to it in respect of its business activities, including preparing or causing to be prepared all financial statements required under applicable regulations and contractual undertakings and all reports and documents, if any, required under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended; (xxiii. ) taking all necessary actions to enable the Company and its subsidiaries to make required tax filings and reports, including soliciting stockholders for required information to the extent necessary under the Code applicable to RICs; (xxiv. ) assisting in handling and resolving all claims, disputes or controversies (including all litigation, arbitration, settlement or other proceedings or negotiations) in which the Company or its subsidiaries may be involved or to which it may be subject arising out of its day-to-day operations; (xxv. ) arranging marketing materials, advertising, industry group activities (such as conference participations and industry organization memberships) and other promotional efforts designed to promote the Company’s business; (xxvi. ) using commercially reasonable efforts to cause expenses incurred by or on behalf of the Company or its subsidiaries to be commercially reasonable or commercially customary; ; (xxvii. ) performing such other services as may be required from time to time for the management and other activities relating to the Company’s and its subsidiaries’ assets, business and operations as the Board reasonably requests or the Manager deems appropriate under the particular circumstances; and (xxviii) using commercially reasonable efforts to cause the Company and its subsidiaries to comply with all applicable laws. The Manager shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company and its subsidiaries, including the execution and delivery of all documents relating to their investments and the placing of orders for other purchase or sale transactions on behalf of the Company and its subsidiaries. In the event that the Company or any of its subsidiaries determines to incur debt financing, the Manager shall arrange for such financing on its behalf, subject to the oversight and any required approval of the Board. If it is necessary for the Manager to make investments on behalf of the Company through a special purpose vehicle, the Manager shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle in accordance with the Investment Company Act.