Common use of Waiver or Deferral of Fees Clause in Contracts

Waiver or Deferral of Fees. 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. Prior to the payment of any fee to the Manager, the Company shall obtain written instructions from the Manager (with the written consent of the Sub-Manager) with respect to any waiver or deferral of any portion of such fees. Any portion of a deferred fee payable to the Manager and not paid over to the Manager with respect to any calendar month, quarter or year shall be deferred without interest and may be paid over in any such other month prior to the occurrence of a liquidity event, as the Manager may determine (with the written consent of the Sub-Manager) upon written notice to the Company. Payment of the Total Return Incentive Fee to the Managers is also subject to the deferral requirements in the Company’s Second Amended and Restated Share Repurchase Plan.

Waiver or Deferral of Fees. 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. Prior to the payment of any fee to the Manager, the Company shall obtain written instructions from the Manager (with the written consent of the Sub-Manager) with respect to any waiver or deferral of any portion of such fees. Any portion of a deferred fee payable to the Manager and not paid over to the Manager with respect to any calendar month, quarter or year shall be deferred without interest and may be paid over in any such other month prior to the occurrence of a liquidity event, as the Manager may determine (with the written consent of the Sub-Manager) upon written notice to the Company. Payment of the Total Return Incentive Fee to the Managers is also subject to the deferral requirements in the Company’s Second Amended and Restated Share Repurchase Plan.