Common use of Provision of Services by the Manager Clause in Contracts

Provision of Services by the Manager. (a) The Manager shall originate and recommend to the Partnership investment opportunities consistent with the purposes of the Partnership, monitor and evaluate Investments and provide such other services related thereto as the Partnership may reasonably request. (b) Services to be rendered by the Manager in connection with the Partnership’s investment program shall include: (i) analysis and investigation of potential Portfolio Companies, including their products, services, markets, management, financial situation, competitive position, market ranking and prospects for future performance and analyzing other Investments, including investments in other funds or vehicles acquired in primary or secondary transactions; (ii) analysis and investigation of potential dispositions of Investments, including identification of potential acquirers and evaluation of offers made by such potential acquirers; (iii) structuring of acquisitions of Investments, including through any Intermediate Entity or Lower Fund; (iv) identification of bank and institutional sources of financing, arrangement of appropriate introductions and marketing of financing proposals; (v) supervision of the preparation and review of all documents required in connection with the acquisition, disposition or financing of each Investment; (vi) monitoring the performance of Portfolio Companies and, where appropriate, providing advice to the management of the Portfolio Companies during the life of an Investment; (vii) arranging and coordinating the services of other professionals and consultants, including Vista Persons; and (viii) providing the Partnership with such other services as the General Partner may, from time to time, appoint the Manager to be responsible for and perform. (c) Notwithstanding the services provided by the Manager, the Manager shall not be authorized to manage the affairs of, act in the name of, or bind the Partnership. The management, policies and operations of the Partnership shall be the responsibility of the General Partner acting pursuant to and in accordance with the Partnership Agreement, and all decisions relating to Partnership matters, including, without limitation, the acquisition, management and disposition of Investments, shall be made by the General Partner acting pursuant to and in accordance with the Partnership Agreement. (d) The General Partner, on behalf of the Partnership, shall appoint the Manager to be responsible for and perform all functions as, in the General Partner’s reasonable discretion, constitute such functions or responsibilities (if any) as the General Partner determines are appropriate to be carried out by the Manager, in each case, in substitution for, and to the exclusion of, the General Partner. The General Partner will monitor the Manager’s performance of such functions. In addition to the services of its own staff, the Manager shall arrange for and coordinate the services of other professionals and consultants. For the avoidance of doubt, the Manager shall be permitted to engage one or more Affiliates to serve as a sub-manager.