Common use of Responsibilities of Manager Clause in Contracts

Responsibilities of Manager. Without limiting the generality of the foregoing, the Manager shall, during the term and subject to the provisions of this Agreement: (i) provide research and thought leadership with regard to the Company’s business and acquisition policies and operating company holdings; (ii) investigate, select, and, on behalf of the Company, engage and conduct business with such persons as the Manager deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisers, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including affiliates of the Manager, and persons acting in any other capacity deemed by the Manager necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company with any of the foregoing; (iii) consult with the officers and Board and assist the Board in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to asset acquisitions and dispositions consistent with the business objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company; (iv) subject to the provisions of Section 1(c) hereof (a) locate, analyze, perform due diligence on and select potential assets; (b) structure and negotiate the terms and conditions of transactions pursuant to which asset acquisitions and dispositions will be made including, without limitation, the formation and qualification of wholly owned subsidiaries and special purpose vehicles; (c) make asset acquisitions and dispositions on behalf of the Company in compliance with the business strategy and policies of the Company; and (d) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with asset acquisitions. (v) determine the composition of the Company’s businesses and other assets, the nature and timing of the changes therein and the manner of implementing such changes; (vi) service and monitor the Company’s assets, whether such assets are held directly or indirectly; (vii) arrange financings and borrowing facilities for the Company; (viii) upon request, provide the Board with periodic reports regarding prospective business opportunities; (ix) from time to time, or at any time reasonably requested by the Board, make reports to the Board regarding (a) the Manager’s performance of services to the Company under the terms of this Agreement, and (b) the Sub-Manager’s (defined below) performance of services under the Sub-Management Agreement (defined below); (x) provide foreign currency management (including foreign currency hedging). (xi) support the Company’s capital raising efforts, including without limitation, to be reasonably available to support any placement agent’s or dealer manager’s marketing, syndicate building and placement process, it being understood that such placement agent or dealer manager will lead all day-to-day capital raising efforts; (xii) lead day-to-day equity sales and marketing efforts of the Company in collaboration with the placement agent or dealer manager, as applicable; (xiii) participate in the fair valuation process for portfolio investments pursuant to valuation policies and procedures approved by the Board or a committee thereof, including making supportable recommendations of fair values to the Company for all investments for which publicly observable prices are not available; (xiv) participate in the review of draft public financial statements and registration statements to ensure that the information presented regarding the Manager or Sub-Manager, its affiliates and the Company’s underlying businesses is accurate and not misleading and to complete agreed-upon disclosure certifications; and (xv) participate in presentations to (a) managing dealer or placement agent wholesaling personnel; (b) broker-dealer and registered investment adviser and other distribution intermediaries road shows; (c) educational forums; (d) due diligence review programs conducted by third-party evaluators and due diligence officers of broker-dealers; and (e) other marketing events and forums to facilitate the Company’s fund raising efforts.

Responsibilities of Manager. Without limiting the generality of the foregoing, the Manager shall, during the term and subject to the provisions of this Agreement: (i) provide research and thought leadership with regard to the Company’s 's business and acquisition policies and operating company holdings; (ii) investigate, select, and, on behalf of the Company, engage and conduct business with such persons as the Manager deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisers, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including affiliates of the Manager, and persons acting in any other capacity deemed by the Manager necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company with any of the foregoing; (iii) consult with the officers and Board and assist the Board in the formulation and implementation of the Company’s 's financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to asset acquisitions and dispositions consistent with the business objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company; (iv) subject to the provisions of Section 1(c) hereof (a) locate, analyze, perform due diligence on and select potential assets; (b) structure and negotiate the terms and conditions of transactions pursuant to which asset acquisitions and dispositions will be made including, without limitation, the formation and qualification of wholly owned subsidiaries and special purpose vehicles; (c) make asset acquisitions and dispositions on behalf of the Company in compliance with the business strategy and policies of the Company; and (d) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with asset acquisitions. (v) determine the composition of the Company’s businesses and other assets, the nature and timing of the changes therein and the manner of implementing such changes; (vi) service and monitor the Company’s 's assets, whether such assets are held directly or indirectly; (vii) arrange financings and borrowing facilities for the Company; (viii) upon request, provide the Board with periodic reports regarding prospective business opportunities; (ix) from time to time, or at any time reasonably requested by the Board, make reports to the Board regarding (a) the Manager’s performance of services to the Company under the terms of this Agreement, and (b) the Sub-Manager’s (defined below) performance of services under the Sub-Management Agreement (defined below); (x) provide foreign currency management (including foreign currency hedging). (xi) support the Company’s 's capital raising efforts, including without limitation, to be reasonably available to support any placement agent’s 's or dealer manager’s 's marketing, syndicate building and placement process, it being understood that such placement agent or dealer manager will lead all day-to-day capital raising efforts; (xii) lead day-to-day equity sales and marketing efforts of the Company in collaboration with the placement agent or dealer manager, as applicable; (xiii) participate in the fair valuation process for portfolio investments pursuant to valuation policies and procedures approved by the Board or a committee thereof, including making supportable recommendations of fair values to the Company for all investments for which publicly observable prices are not available; (xiv) participate in the review of draft public financial statements and registration statements to ensure that the information presented regarding the Manager or Sub-Manager, its affiliates and the Company’s 's underlying businesses is accurate and not misleading and to complete agreed-upon disclosure certifications; and (xv) participate in presentations to (a) managing dealer or placement agent wholesaling personnel; (b) broker-dealer and registered investment adviser and other distribution intermediaries road shows; (c) educational forums; (d) due diligence review programs conducted by third-party evaluators and due diligence officers of broker-dealers; and (e) other marketing events and forums to facilitate the Company’s 's fund raising efforts.