Common use of Expense Support Clause in Contracts

Expense Support. Subject to the consummation of the Closing and the terms and conditions of this Agreement, on or after the last day of each calendar month for the twelve (12) months immediately following the Closing Date (such period, the “Expense Support Period”), each Participant shall have the right to deliver an itemized summary of Covered Expenses to the Partnership (each a “Covered Expenses Notice”) that have been accrued with respect to such month (or, for the initial and final months during the Expense Support Period, the number of days during such months following the Closing Date and prior to the expiration of the Expense Support Period, respectively) in good faith and not previously paid by or on behalf of such Participant as of such date (such amount, the “Covered Expense Amount”); provided that the aggregate Covered Expense Amount payable to all Participants for each full calendar month with respect to each Covered Expenses Notice shall, subject to the Covered Expense Cap, be at least $350,000, or the applicable portion thereof with respect to any partial calendar month (the “Minimum Expense Payment”). Within (15) fifteen business days of the receipt of a Covered Expenses Notice (each a “Covered Expense Due Date”) providing satisfactory evidence to the Partnership that the expenses set forth therein are Covered Expenses, the Partnership shall, subject to the Covered Expense Cap, deliver payment to the applicable Participant in an amount equal to the greater of such Participant’s Covered Expense Amount and such Participant’s Expense Percentage of the Minimum Expense Payment, in exchange for the Lock-up (defined below) by cash, check or wire of immediately available funds to an account designated by the Participant. Concurrently with the delivery of the Covered Expense Amount (or Minimum Expense Payment, if applicable), to the extent there are sufficient Class S Ordinary Units available, the Participant shall assign to the Partnership, and the Partnership shall acquire from the such Participant an amount of Class S Ordinary Units having a value equal to (40%) forty percent of such Participant’s Covered Expense Amount (or Minimum Expense Payment, if applicable) with each such Class S Ordinary Unit valued at a price per unit equal to the 5-day volume weighted average price per share of Common Stock of the Issuer as of the date immediately preceding any such assignment (the “Repurchase Amount”). For purposes of clarity, no additional consideration shall be payable by the Partnership for any such assigned Class S Ordinary Units. If the applicable Participant holds an insufficient number of Class S Ordinary Units to transfer Class S Ordinary Units having a value equal to the such Participant’s entire Repurchase Amount or the Partnership cannot accept such Class S Ordinary Units for any reason, then the Participant shall assign, and the Partnership shall acquire only those Class S Ordinary Units available (the difference between the number of Class S Ordinary Units necessary to satisfy the Repurchase Amount and the Class S Ordinary Units actually acquired because of such insufficiency, the “Class S Shortfall”); provided that the number of Class S Ordinary Units that would otherwise subsequently be issued to such Participant as holder of FLP 4 Accounts shall be reduced by the Class S Shortfall. In the event the Covered Expense Amount (or Minimum Expense Payment, if applicable) is not received by the applicable Participant on or before the Covered Expense Due Date, then all Restricted Shares (defined below) would be released from the Lock-up until the earlier of (x) the Partnership’s delivery of the Covered Expense Amount (or Minimum Expense Payment, if applicable) plus Covered Expense Interest to the applicable Participant and (y) Participant has sold Restricted Shares with net proceeds equal to the Covered Expense Amount (or Minimum Expense Payment, if applicable) plus Covered Expense Interest.

Expense Support. Subject (a) The Manager may, in its sole discretion, advance all or a portion of the Organizational and Offering Expenses and/or Fund Expenses (together, “Expense Support”) to be borne by the Fund through the first anniversary of the Initial Offering Date. The Fund will be obligated to reimburse the Manager for all such advanced Expense Support (if any) ratably over the sixty (60) months following the first anniversary of the Initial Offering Date; provided, however, that the Manager may change the period over which such amortization occurs or the accounting treatment of such amortization, in its sole discretion in each case. The Manager, in its sole discretion, will determine the portion of the Expense Support that is attributable to the consummation Partnership, the Feeder Funds (including the Feeder), any Parallel Funds and the Intermediate Entities. The Manager, in its sole discretion, may waive its right to reimbursement for any such advanced expenses. The Manager may elect to be reimbursed for such advanced expenses in cash, Brookfield Units and/or shares, units or interests of any Intermediate Entity. If such reimbursement is paid in Brookfield Units, such Units may be redeemed at the Manager’s request and will not be subject to the volume limitations of the Closing and Redemption Program or the terms and conditions of this AgreementEarly Redemption Fee. (b) Notwithstanding the foregoing, for an eighteen-month period beginning on or after the last day of each calendar month for the twelve (12) months immediately following the Closing Initial Offering Date (such period, the “Expense Support Period”)) the Manager will forgo an amount of its monthly Management Fee and/or pay, each Participant shall have absorb or advance certain expenses of the right to deliver an itemized summary of Covered Expenses Fund, to the Partnership (each a “Covered Expenses Notice”) that have been accrued with respect to such month (orextent necessary so that, for any fiscal year, the initial and final months during Fund’s annual Specified Expenses, after taking into account the amount of any foregone Management Fee, do not exceed 0.70% of the Fund’s net assets (annualized) as of the end of each calendar month. The Expense Support Period may be renewed for additional periods in the Manager’s sole discretion. During the Expense Support Period, the number Fund will carry forward the amount of days during such months following any foregone Management Fee and expenses paid, absorbed or advanced by the Closing Date and prior Manager, for payment to the expiration Manager when and if requested by the Manager, but only if and to the extent that such Specified Expenses plus any recoupment do not exceed 0.70% of the Fund’s net assets (annualized) at the end of each calendar month. The Manager may recapture a Specified Expense at any time, including in the same year it is incurred. Unless the arrangement described in this paragraph is extended, then after the Expense Support Period, respectively) in good faith and not previously paid by or on behalf of such Participant as of such date (such amount, the “Covered Expense Amount”); provided that Fund will reimburse the aggregate Covered Expense Amount payable to all Participants for each full calendar month with respect to each Covered Expenses Notice shall, subject to the Covered Expense Cap, be at least $350,000, or the applicable portion thereof with respect to any partial calendar month (the “Minimum Expense Payment”). Within (15) fifteen business days of the receipt of a Covered Expenses Notice (each a “Covered Expense Due Date”) providing satisfactory evidence to the Partnership that the expenses set forth therein are Covered Expenses, the Partnership shall, subject to the Covered Expense Cap, deliver payment to the applicable Participant in an amount equal to the greater of such Participant’s Covered Expense Amount and such Participant’s Expense Percentage of the Minimum Expense Payment, in exchange for the Lock-up (defined below) by cash, check or wire of immediately available funds to an account designated by the Participant. Concurrently with the delivery of the Covered Expense Amount (or Minimum Expense Payment, if applicable), to the extent there are sufficient Class S Ordinary Units available, the Participant shall assign to the Partnership, and the Partnership shall acquire from the such Participant an amount of Class S Ordinary Units having a value equal to (40%) forty percent of such Participant’s Covered Expense Amount (or Minimum Expense Payment, if applicable) with each such Class S Ordinary Unit valued at a price per unit equal to the 5-day volume weighted average price per share of Common Stock of the Issuer as of the date immediately preceding any such assignment (the “Repurchase Amount”). For purposes of clarity, no additional consideration shall be payable by the Partnership Manager for any such assigned Class S Ordinary Units. If the applicable Participant holds an insufficient number of Class S Ordinary Units to transfer Class S Ordinary Units having a value equal to the such ParticipantExpense Support that is incurred on each entity’s entire Repurchase Amount or the Partnership cannot accept such Class S Ordinary Units for any reason, then the Participant shall assign, behalf as and the Partnership shall acquire only those Class S Ordinary Units available (the difference between the number of Class S Ordinary Units necessary to satisfy the Repurchase Amount and the Class S Ordinary Units actually acquired because of such insufficiency, the “Class S Shortfall”); provided that the number of Class S Ordinary Units that would otherwise subsequently be issued to such Participant as holder of FLP 4 Accounts shall be reduced by the Class S Shortfall. In the event the Covered Expense Amount (or Minimum Expense Payment, if applicable) is not received by the applicable Participant on or before the Covered Expense Due Date, then all Restricted Shares (defined below) would be released from the Lock-up until the earlier of (x) the Partnership’s delivery of the Covered Expense Amount (or Minimum Expense Payment, if applicable) plus Covered Expense Interest to the applicable Participant and (y) Participant has sold Restricted Shares with net proceeds equal to the Covered Expense Amount (or Minimum Expense Payment, if applicable) plus Covered Expense Interestwhen incurred.

Expense Support. Subject (a) Prior to the consummation Initial Closing Date the Investment Advisor shall, and thereafter the Investment Advisor may, in its sole discretion, advance all or a portion of the Closing Fund’s Organizational and Offering Expenses and/or Fund Expenses (the terms “Expense Support”) through such date as determined by the Investment Advisor; provided that, Organizational and conditions of this AgreementOffering Expenses will not be allocated to, on or after otherwise borne by the last day of each calendar month for Fund until the twelve (12) months immediately following the Initial Closing Date (or such periodlater date as determined by the Investment Advisor in its sole discretion). The Investment Advisor, in its sole discretion, will determine the “Expense Support Period”), each Participant shall have the right to deliver an itemized summary of Covered Expenses to the Partnership (each a “Covered Expenses Notice”) that have been accrued with respect to such month (or, for the initial and final months during the Expense Support Period, the number of days during such months following the Closing Date and prior to the expiration portion of the Expense Support Period, respectively) in good faith and not previously paid by or on behalf of such Participant as of such date (such amountthat is attributable to the Fund, the “Covered Expense Amount”); provided that Feeder, the aggregate Covered Expense Amount payable to Intermediate Entities, the Lower Funds and any Parallel Fund. The Fund will reimburse the Investment Advisor for all Participants for each full calendar month with respect to each Covered Expenses Notice shallsuch advanced expenses, subject to the Covered Expense Capspecified expense cap and reimbursement limitations described below. The Investment Advisor, be at least $350,000in its sole discretion, may waive its right to reimbursement for any such advanced expenses. (a) Through and including the first twelve months following the Initial Closing Date, the Investment Advisor hereby agrees to forgo an amount of its monthly Management Fee and/or pay, absorb or the applicable portion thereof with respect to any partial calendar month (the “Minimum Expense Payment”). Within (15) fifteen business days reimburse certain expenses of the receipt of a Covered Expenses Notice (each a “Covered Expense Due Date”) providing satisfactory evidence to the Partnership that the expenses set forth therein are Covered Expenses, the Partnership shall, subject to the Covered Expense Cap, deliver payment to the applicable Participant in an amount equal to the greater of such Participant’s Covered Expense Amount and such Participant’s Expense Percentage of the Minimum Expense Payment, in exchange for the Lock-up (defined below) by cash, check or wire of immediately available funds to an account designated by the Participant. Concurrently with the delivery of the Covered Expense Amount (or Minimum Expense Payment, if applicable)Fund, to the extent there are sufficient Class S Ordinary Units availablenecessary so that, for any fiscal year, the Participant shall assign to the Partnership, and the Partnership shall acquire from the such Participant an amount of Class S Ordinary Units having a value equal to (40%) forty percent of such ParticipantFund’s Covered Expense Amount (or Minimum Expense Payment, if applicable) with each such Class S Ordinary Unit valued at a price per unit equal to the 5-day volume weighted average price per share of Common Stock annual Specified Expenses do not exceed 0.60% of the Issuer Fund’s net assets (annualized) as of the date immediately preceding end of each calendar month. The Fund hereby agrees to repay the amount of any such assignment (the “Repurchase Amount”). For purposes of clarityforegone Management Fee and expenses paid, no additional consideration shall be payable absorbed or reimbursed by the Partnership Investment Advisor during such twelve-month period, when and if requested by the Investment Advisor, but only if and to the extent that such Specified Expenses plus any recoupment do not exceed 0.60% of the Fund’s net assets (annualized) during the applicable month. The Investment Advisor may recapture a Specified Expense at any time, including in the same year it is incurred. This arrangement cannot be terminated prior to the first anniversary of the Initial Closing Date without the Board’s consent. Unless this arrangement is extended, after the first anniversary of the Initial Closing, the Fund will reimburse the Investment Advisor for any Expense Support that it has incurred on each entity’s behalf as and when incurred, regardless of when such assigned Class S Ordinary Units. If the applicable Participant holds an insufficient number of Class S Ordinary Units to transfer Class S Ordinary Units having a value equal Expense Support was incurred and without regard to the such Participant’s entire Repurchase Amount or the Partnership cannot accept such Class S Ordinary Units for any reason, then the Participant shall assign, and the Partnership shall acquire only those Class S Ordinary Units available (the difference between the number of Class S Ordinary Units necessary to satisfy the Repurchase Amount and the Class S Ordinary Units actually acquired because of such insufficiency, the “Class S Shortfall”); provided that the number of Class S Ordinary Units that would otherwise subsequently be issued to such Participant as holder of FLP 4 Accounts shall be reduced by the Class S Shortfall. In the event the Covered Expense Amount (or Minimum Expense Payment, if applicable) is not received by the applicable Participant on or before the Covered Expense Due Date, then all Restricted Shares (defined below) would be released from the Lock-up until the earlier of (x) the Partnership’s delivery of the Covered Expense Amount (or Minimum Expense Payment, if applicable) plus Covered Expense Interest to the applicable Participant and (y) Participant has sold Restricted Shares with net proceeds equal to the Covered Expense Amount (or Minimum Expense Payment, if applicable) plus Covered Expense Interest0.60% cap described above.