(ii) identify, evaluate and negotiate the structure of the investments made by the Company;
(iii) execute, monitor and service the Companys investments;
(iv) place orders with respect to, and arrange for, any investment by the Company;
(v) determine the securities and other assets that the Company shall purchase, retain, or sell;
(vi) perform due diligence on prospective portfolio companies; and
(vii) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably
require for the investment of its funds.
The Company acknowledges that the Adviser and
Co-Adviser,
may from time to time, designate one or the other as being primarily responsible for certain investments. The Adviser shall have no obligation hereunder to supervise the
Co-Advisers
provision of services under the Investment
Co-Advisory
Agreement.
(c)
Power and Authority
. To facilitate the Advisers performance of these undertakings, but subject to the restrictions contained
herein, the Company hereby delegates to the Adviser (which power and authority may be delegated by the Adviser to one or more
Sub-Advisers
(as defined below)), and the Adviser hereby accepts, the power and
authority to act on behalf of the Company, in coordination with the
Co-Adviser,
to effectuate investment decisions for the Company, including the negotiation, execution and delivery of all documents relating
to the Companys investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt or other financing (or to refinance existing debt or other
financing), the Adviser, in coordination with the
Co-Adviser,
shall seek to arrange for such financing on the Companys behalf, subject to the oversight and approval of the Board. If it is necessary or
appropriate for the Adviser to make investments on behalf of the Company through one or more special purpose vehicles, the Adviser, in coordination with the
Co-Adviser,
shall have authority to create or
arrange for the creation of such special purpose vehicles and to make such investments through such special purpose vehicles in accordance with applicable law. The Company also grants to the Adviser, in coordination with the
Co-Adviser,
power and authority to engage in all activities and transactions (and anything incidental thereto) that the Adviser, in coordination with the
Co-Adviser,
deems
appropriate, necessary or advisable to carry out its duties pursuant to this Agreement, including the authority to provide, on behalf of the Company, significant managerial assistance to the Companys portfolio companies to the extent required
by the Investment Company Act or otherwise deemed appropriate by the Adviser, in coordination with the
Co-Adviser.
(d)
Acceptance of Appointment
. The Adviser hereby accepts such appointment and agrees during the term hereof to render the services
described herein for the compensation provided herein, subject to the limitations contained herein.
(e)
Sub-Advisers
. The Adviser, subject to the prior written consent of the
Co-Adviser,
is hereby authorized to enter into one or more
sub-advisory
agreements (each a
Sub-Advisory
Agreement
) with other investment advisers or other service providers (each, a
Sub-Adviser
) pursuant to which the Adviser may obtain the services of the
Sub-Adviser(s)
to assist the Adviser in fulfilling its responsibilities hereunder,
subject to the oversight of the Adviser and the Company. Specifically, the Adviser may retain a
Sub-Adviser
to recommend specific securities or other investments based upon the Companys investment
objectives, policies and restrictions, and work, along with the Adviser, in sourcing, structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to
the oversight of the Adviser and the Company, with the scope of such services and oversight to be set forth in each
Sub-Advisory
Agreement.
(i) The Adviser and/or
Co-Adviser,
and not the Company, shall be responsible for any compensation
payable to any
Sub-Adviser;
provided, however, that the Adviser shall have the right to direct the Company to
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