Expense Support Agreement definition
Examples of Expense Support Agreement in a sentence
All other terms and conditions as contained in the Expense Support Agreement shall remain unchanged and will continue to bind the Parties with respect to the transaction as contemplated therein.
The Manager shall have the right to elect to waive or defer all or a portion of the Base Management Fee and/or Total Return Incentive Fee that would otherwise be paid to it (in addition to any portion of such Base Management Fee and/or Total Return Incentive Fee reduced or deferred pursuant to the terms of the Expense Support Agreement) only upon written consent of the Sub-Manager.
During the Initial Term and any Renewal Term (each as defined in Section 9(a) hereof), the Company shall pay or cause to be paid to the Manager, and the Sub-Manager pursuant to Section 1(e)(ii), a base management fee (“Base Management Fee”) and total return incentive fee (“Total Return Incentive Fee”) as hereinafter set forth subject to any reduction or deferral of any Base Management Fee amounts or Total Return Incentive Fee amounts pursuant to the terms of the Expense Support Agreement.
Subject to the limitations set forth in Section 5(c) and any reduction or deferral of such amounts required to be reimbursed pursuant to the Expense Support Agreement and in addition to the compensation paid to the Sub-Manager pursuant to Section 3, the Sub-Manager shall be reimbursed by the Company for all third party out-of-pocket expenses incurred by the Sub-Manager at the request of or on behalf of the Company or the Manager (“Reimbursable Expenses”).
Capitalized terms used herein and not defined shall have the meaning set forth in the Expense Support Agreement.
Except for the obligation created by a Quarterly Expense Support Agreement executed pursuant to this Section 3, the Advisor shall be under no obligation to make Expense Support Payments, and the timing and amount of any Expense Support Payment shall be solely in the discretion of the Advisor.
In addition, the expense support aspect (but not the conditional reimbursement aspect) of the Expense Support Agreement will no longer be of any force or effect subsequent thereto with respect to the Company.
The Expense Support Agreement, as amended by this Second Amendment, and the documents or instruments attached hereto or thereto or referenced herein or therein, constitutes the entire agreement between the parties with respect to the subject matter of the Expense Support Agreement, and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to its subject matter.
This First Amendment does not constitute, directly or by implication, an amendment or waiver of any provision of the Expense Support Agreement or any ancillary document, or any other right, remedy, power or privilege of any party, except as expressly set forth herein.
Except as expressly provided in this First Amendment, all of the terms and provisions in the Expense Support Agreement and the ancillary documents thereto are and shall remain unchanged and in full force and effect, on the terms and subject to the conditions set forth therein.