FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • January 27th, 2020 • NexPoint Real Estate Finance, Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the ___ day of __________, 20 , by and between NexPoint Real Estate Finance, Inc., a Maryland corporation (the “Company”), and ________________________ (“Indemnitee”).
NEXPOINT REAL ESTATE FINANCE, INC. as Issuer $35,000,000 5.75% SENIOR NOTES DUE 2026 UNDERWRITING AGREEMENTUnderwriting Agreement • January 24th, 2022 • NexPoint Real Estate Finance, Inc. • Real estate investment trusts • New York
NexPoint Real Estate Finance, Inc., a Maryland corporation (the “Company”), which is externally managed and advised by NexPoint Real Estate Advisors VII, L.P., a Delaware limited partnership (the “Manager”), and NexPoint Real Estate Finance Operating Partnership, L.P., a Delaware limited partnership and the Company’s operating partnership (the “Operating Partnership”), each confirms its respective agreements with Raymond James & Associates, Inc., as representative (the “Representative”) of the several underwriters named in Schedule I hereto (the “Underwriters”) with respect to the proposed issuance and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of $35,000,000 aggregate principal amount of the Company’s 5.75% Senior Notes due 2026 (the “Notes”). The Notes are to be issued pursuant to an indenture (the “Base Indenture”), dated April 13, 2021, among the Company and UMB Bank, National Association, as trustee (the “Trustee”), and as supplemen
SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF NREF OP I, L.P. a Delaware limited partnershipLimited Partnership Agreement • September 9th, 2021 • NexPoint Real Estate Finance, Inc. • Real estate investment trusts • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (as now or hereafter amended, restated, modified, supplemented, or replaced, this “Agreement”) of NREF OP I, L.P., a Delaware limited partnership (the “Partnership”), dated as of September 8, 2021, is entered into by and among NexPoint Real Estate Finance Operating Partnership, L.P., a Delaware limited partnership (the “General Partner”) and the Persons who are admitted from time to time as limited partners in accordance with this Agreement and who have not subsequently withdrawn (the “Limited Partners”), such persons being identified on the books and records of the Partnership.
NEXPOINT REAL ESTATE, INC. Shares of Common Stock (Par Value $0.01 per share) Shares of 8.50% Series A Cumulative Redeemable Preferred Stock (Par Value $0.01 per share) EQUITY DISTRIBUTION AGREEMENT Dated: March [●], 2022Equity Distribution Agreement • March 15th, 2022 • NexPoint Real Estate Finance, Inc. • Real estate investment trusts • New York
NexPoint Real Estate Finance, Inc., a Maryland corporation (the “Company”), which is externally managed and advised by NexPoint Real Estate Advisors VII, L.P., a Delaware limited partnership (the “Adviser”), and NexPoint Real Estate Finance Operating Partnership, L.P., a Delaware limited partnership and the Company’s operating partnership (the “Operating Partnership”), each confirms its agreement (this “Agreement”) with [NAME], in its capacity as agent for the Company and/or principal in connection with the offering and sale of any Securities (as defined below) hereunder (the “Manager”), as follows:
FORM OF AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF NEXPOINT REAL ESTATE FINANCE OPERATING PARTNERSHIP, L.P. a Delaware limited partnershipLimited Partnership Agreement • January 27th, 2020 • NexPoint Real Estate Finance, Inc. • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF NEXPOINT REAL ESTATE FINANCE OPERATING PARTNERSHIP, L.P. (as now or hereafter amended, restated, modified, supplemented, or replaced, this “Agreement”), dated as of , 2020, is entered into by and among NexPoint Real Estate Finance OP GP, LLC, a Delaware limited liability company (the “General Partner”), the Persons (as defined below) whose names are from time to time set forth on Exhibit A attached hereto (as it may be amended from time to time), and the parties to the original agreement of limited partnership of NexPoint Real Estate Finance Operating Partnership, L.P., dated as of June 10, 2019 (the “Prior Agreement”).
NEXPOINT SECURITIES, INC. DEALER MANAGER AGREEMENT November 2, 2023Dealer Manager Agreement • November 2nd, 2023 • NexPoint Real Estate Finance, Inc. • Real estate investment trusts • Texas
NexPoint Real Estate Finance, Inc. (the “Company”) is a Maryland corporation that qualified to be taxed as a real estate investment trust (a “REIT”) for federal income tax purposes beginning with the taxable year ended December 31, 2020. The Company proposes to offer (the “Offering”) up to 16,000,000 shares (the “Shares”) of the Company’s Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series B Preferred Stock”). The offering also covers the shares of the Company’s common stock, par value $0.01 per share that may be issuable upon redemption of the Series B Preferred Stock. Each Share will be sold at a public offering price of $25.00 per share.
SEPARATION AGREEMENTVesting Agreement • November 13th, 2023 • NexPoint Real Estate Finance, Inc. • Real estate investment trusts • Texas
THIS SEPARATION AGREEMENT (the “Agreement”) is made and entered into as of November 9, 2023 by and among (i) NexPoint Advisors, L.P. (the “Adviser”), (ii) NexPoint Residential Trust, Inc. (“NXRT”), (iii) NexPoint Real Estate Advisors, L.P. (the “NXRT Adviser”), (iv) NexPoint Real Estate Finance, Inc. (“NREF”), (v) NexPoint Real Estate Advisors VII, L.P. (the “NREF Adviser”), (vi) NexPoint Diversified Real Estate Trust (“NXDT”), (vii) NexPoint Real Estate Advisors X, L.P. (the “NXDT Adviser”), (viii) VineBrook Homes Trust, Inc. (“VB” and, together with NXRT, NREF and NXDT, the “REITs”), and (ix) NexPoint Real Estate Advisors V, L.P. (the “VB Adviser” and, together with the NXRT Adviser, the NREF Adviser and the NXDT Adviser, the “REIT Advisers”) and Matthew Goetz (“Executive”).
Management AGREEMENT BY AND AMONG NEXPOINT REAL ESTATE FINANCE, INC. AND NEXPOINT REAL ESTATE ADVISORS VII, L.P.Management Agreement • May 8th, 2020 • NexPoint Real Estate Finance, Inc. • Real estate investment trusts • New York
THIS MANAGEMENT AGREEMENT (this “Agreement”), dated as of February 6, 2020, is entered into by and among NexPoint Real Estate Finance, Inc., a Maryland corporation (the “Company”) and NexPoint Real Estate Advisors VII, L.P., a Delaware limited partnership (the “Manager”).
SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF NEXPOINT REAL ESTATE FINANCE OPERATING PARTNERSHIP, L.P. a Delaware limited partnershipLimited Partnership Agreement • September 9th, 2021 • NexPoint Real Estate Finance, Inc. • Real estate investment trusts • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (as now or hereafter amended, restated, modified, supplemented, or replaced, this “Agreement”) of NexPoint Real Estate Finance Operating Partnership, L.P. (the “Partnership”), dated as of September 8, 2021, is entered into by and among NexPoint Real Estate Finance OP GP, LLC, a Delaware limited liability company (the “General Partner”) and the Persons who are admitted from time to time as limited partners in accordance with this Agreement and who have not subsequently withdrawn (the “Limited Partners”), such persons being identified on the books and records of the Partnership.
FIRST AMENDMENT TO MANAGEMENT AGREEMENTManagement Agreement • July 20th, 2020 • NexPoint Real Estate Finance, Inc. • Real estate investment trusts
This First Amendment to Management Agreement (this “Amendment”) is entered into as of July 17, 2020 by and among NexPoint Real Estate Finance, Inc., a Maryland corporation (the “Company”), and NexPoint Real Estate Advisors VII, L.P., a Delaware limited partnership (the “Manager”). All capitalized terms used herein and not otherwise defined have the respective meaning given to such terms in the Management Agreement (as defined below).
AMENDED AND RESTATED SPONSOR GUARANTY AGREEMENTSponsor Guaranty Agreement • March 31st, 2023 • NexPoint Real Estate Finance, Inc. • Real estate investment trusts
This AMENDED AND RESTATED SPONSOR GUARANTY AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified and in effect from time to time, this “Guaranty”) is made as of December 8, 2022, by the entities named on Schedule A (the “Guarantors” and each, a “Guarantor”), and NexPoint Storage Partners, Inc., a Maryland corporation (“Issuer”), in favor of Extra Space Storage LP, a Delaware limited partnership (“Preferred Holder”).
NEXPOINT REAL ESTATE FINANCE, INC. Form of Restricted Stock Units AgreementForm of Restricted Stock Units Agreement • February 25th, 2021 • NexPoint Real Estate Finance, Inc. • Real estate investment trusts • Maryland
This RESTRICTED STOCK UNITS AGREEMENT (this “Agreement”) is made as of ____ __, 20__, by and between NexPoint Real Estate Finance, Inc., a Maryland corporation (the “Company”), and ___________ (the “Grantee”).
LOAN AND SECURITY AGREEMENT Dated as of July 12, 2019 NEXPOINT WLIF I BORROWER, LLC, NEXPOINT WLIF II BORROWER, LLC and NEXPOINT WLIF III BORROWER, LLC, as Borrower and FEDERAL HOME LOAN MORTGAGE CORPORATION, as LenderLoan and Security Agreement • August 3rd, 2021 • NexPoint Real Estate Finance, Inc. • Real estate investment trusts • New York
LOAN AND SECURITY AGREEMENT, dated as of July 12, 2019, by and between NEXPOINT WLIF I BORROWER, LLC, a Delaware limited liability company, NEXPOINT WLIF II BORROWER, LLC, a Delaware limited liability company and NEXPOINT WLIF III BORROWER, LLC, a Delaware limited liability company (individually and/or collectively, as the context requires, “Borrower”), and FEDERAL HOME LOAN MORTGAGE CORPORATION, a corporation organized and existing under the laws of the United States, and its successors-in-interest as lender (in such capacity, together with its successors and assigns, “Lender”).
FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OFLimited Partnership Agreement • July 20th, 2020 • NexPoint Real Estate Finance, Inc. • Real estate investment trusts • Delaware
THIS FIRST AMENDMENT (this “Amendment”) to the Amended and Restated Limited Partnership Agreement of NexPoint Real Estate Finance Operating Partnership, L.P. (the “Partnership”), dated as of July 20, 2020, is entered into by NexPoint Real Estate Finance OP GP, LLC, a Delaware limited liability company (the “General Partner”) on behalf of the Partnership pursuant to its agreement of limited partnership (as now or hereafter amended, restated, modified, supplemented, or replaced, the “Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Agreement, unless the context shall otherwise require.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 8th, 2020 • NexPoint Real Estate Finance, Inc. • Real estate investment trusts • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of February 11, 2020, is entered into by and between NexPoint Real Estate Finance, Inc., a Maryland corporation (“NREF”) and NexPoint Real Estate Advisors VII, L.P., a Delaware limited partnership (the “Manager”).
FORM OF CONTRIBUTION AND ASSIGNMENT OF INTERESTS AGREEMENTContribution and Assignment of Interests Agreement • February 4th, 2020 • NexPoint Real Estate Finance, Inc. • Real estate investment trusts • Delaware
This Contribution and Assignment of Interests Agreement (this “Agreement”) is dated effective as of , 2020 (the “Effective Date”), by and among NexPoint WLIF, LLC, Series I, a Delaware series limited liability company (“NexPoint WLIF, Series I”), NexPoint Real Estate Strategies Fund, a continuously offered, non-diversified, closed-end management investment company (“NRESF”), Highland Global Allocation Fund, a diversified, closed-end management investment company (“Highland Global”), NexPoint Strategic Opportunities Fund, a non-diversified, closed-end management investment company (“NHF”), NREF OP I, L.P., a Delaware limited partnership (“NREF OP I”), NREF OP I Holdco, LLC, a Delaware limited liability company (“NREF OP I Holdco”), NREF OP I SubHoldco, LLC, a Delaware limited liability company (“NREF OP I SubHoldco”), NexPoint WLIF, LLC, Series II, a Delaware series limited liability company (“NexPoint WLIF, Series II”), Highland Income Fund, a non-diversified, closed-end management inv
NEXPOINT REAL ESTATE FINANCE, INC. Form of Restricted Stock Units Agreement (Directors)Restricted Stock Units Agreement • March 22nd, 2024 • NexPoint Real Estate Finance, Inc. • Real estate investment trusts • Maryland
This RESTRICTED STOCK UNITS AGREEMENT (this “Agreement”) is made as of ___________ ___, 20__, by and between NexPoint Real Estate Finance, Inc., a Maryland corporation (the “Company”), and _________________ (the “Grantee”).
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF NexPoint Real Estate Finance Operating Partnership, L.P. a Delaware limited partnershipNexPoint Real Estate Finance, Inc. • May 8th, 2020 • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF NexPoint Real Estate Finance Operating Partnership, L.P. (as now or hereafter amended, restated, modified, supplemented, or replaced, this “Agreement”), dated as of February 11, 2020, is entered into by and among NexPoint Real Estate Finance OP GP, LLC, a Delaware limited liability company (the “General Partner”), the Persons (as defined below) whose names are from time to time set forth on Exhibit A attached hereto (as it may be amended from time to time), and the parties to the original agreement of limited partnership of NexPoint Real Estate Finance Operating Partnership, L.P., dated as of June 10, 2019 (the “Prior Agreement”).
A Delaware Limited Liability Company) AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of May 29, 2020Limited Liability Company Agreement • July 15th, 2020 • NexPoint Real Estate Finance, Inc. • Real estate investment trusts
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of NexPoint Buffalo Pointe Holdings, LLC, a Delaware limited liability company (the “Company”), is entered into as of May 29, 2020 (the “Effective Date”), by NexPoint Real Estate Partners, LLC, a Delaware limited liability company (the “Lead Common Member”), and each of the other Persons admitted as members of the Company.
NEXPOINT REAL ESTATE FINANCE, INC. Form of Restricted Stock Units Agreement (Key Employee)Restricted Stock Units Agreement • March 22nd, 2024 • NexPoint Real Estate Finance, Inc. • Real estate investment trusts • Maryland
This RESTRICTED STOCK UNITS AGREEMENT (this “Agreement”) is made as of ______ __, 20__, by and between NexPoint Real Estate Finance, Inc., a Maryland corporation (the “Company”), and ______ (the “Grantee”).
NEXPOINT REAL ESTATE FINANCE, INC. Form of Restricted Stock Units AgreementRestricted Stock Units Agreement • July 15th, 2020 • NexPoint Real Estate Finance, Inc. • Real estate investment trusts • Maryland
This RESTRICTED STOCK UNITS AGREEMENT (this “Agreement”) is made as of ___________ ___, 20__, by and between NexPoint Real Estate Finance, Inc., a Maryland corporation (the “Company”), and _________________ (the “Grantee”).
CONTRIBUTION AGREEMENTContribution Agreement • May 29th, 2020 • NexPoint Real Estate Finance, Inc. • Real estate investment trusts • Delaware
This Contribution Agreement (including all exhibits and schedules, this “Agreement”) is made and entered into as of May 29, 2020 by and among NexPoint Real Estate Finance, Inc., a Maryland corporation (the “Company”), NexPoint Real Estate Finance Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), and the entities listed under Contributor on Schedule A (the “Contributors”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms on Exhibit A.
August 3, 2020NexPoint Real Estate Finance, Inc. • October 30th, 2020 • Real estate investment trusts • Maryland
Reference is made herein to that certain Agreement and Plan of Merger (as the same may be amended, restated, supplemented or modified from time to time, in each case in accordance with the terms hereof, the “Merger Agreement”), dated as of the date hereof by and among Jernigan Capital, Inc., a Maryland corporation that has elected to be treated as a real estate investment trust for U.S. federal income Tax purposes (the “Company”), Jernigan Capital Operating Company, LLC, a Delaware limited liability company (the “Operating Company”), NexPoint RE Merger, Inc., a Maryland corporation (“Parent”) and NexPoint RE Merger OP, LLC, a Delaware limited liability company (the “Parent OP”). This “Letter” sets forth the commitment of the Sponsors (defined below), subject to the terms and conditions hereof, to purchase, directly or indirectly, equity securities of Parent in connection with the transactions contemplated by the Merger Agreement (the “Transactions”) and is being delivered to Parent to
Subscription AgreementNexPoint Real Estate Finance, Inc. • November 2nd, 2023 • Real estate investment trusts
This subscription agreement (the “Subscription Agreement”) is to be completed by the individual who will be signing the Subscription Agreement. Please complete all applicable sections in their entirety.
FIFTH AMENDMENT TO AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF NEXPOINT REAL ESTATE FINANCE OPERATING PARTNERSHIP, L.P. a Delaware limited partnershipNexPoint Real Estate Finance, Inc. • April 1st, 2021 • Real estate investment trusts • Delaware
THIS FIFTH AMENDMENT (this “Amendment”) to the Amended and Restated Limited Partnership Agreement of NexPoint Real Estate Finance Operating Partnership, L.P. (the “Partnership”), dated as of March 31, 2021, is entered into by NexPoint Real Estate Finance OP GP, LLC, a Delaware limited liability company (the “General Partner”) on behalf of the Partnership pursuant to its agreement of limited partnership (as now or hereafter amended, restated, modified, supplemented, or replaced, the “Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Agreement, unless the context shall otherwise require.
NEXPOINT REAL ESTATE FINANCE, INC. Form of Restricted Stock Units AgreementRestricted Stock Units Agreement • July 15th, 2020 • NexPoint Real Estate Finance, Inc. • Real estate investment trusts • Maryland
This RESTRICTED STOCK UNITS AGREEMENT (this “Agreement”) is made as of _______ __, 20__, by and between NexPoint Real Estate Finance, Inc., a Maryland corporation (the “Company”), and ___________ (the “Grantee”).
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF NEXPOINT REAL ESTATE FINANCE OPERATING PARTNERSHIP, L.P. a Delaware limited partnershipNexPoint Real Estate Finance, Inc. • November 2nd, 2023 • Real estate investment trusts
THIS FIRST AMENDMENT (this “Amendment”) to the Second Amended and Restated Limited Partnership Agreement of NexPoint Real Estate Finance Operating Partnership, L.P. (the “Partnership”), dated as of November 2, 2023, is entered into by NexPoint Real Estate Finance OP GP, LLC, a Delaware limited liability company (the “General Partner”) on behalf of the Partnership pursuant to its agreement of limited partnership (as now or hereafter amended, restated, modified, supplemented, or replaced, the “Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Agreement, unless the context shall otherwise require.
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF NEXPOINT REAL ESTATE FINANCE OPERATING PARTNERSHIP, L.P. a Delaware limited partnershipLimited Partnership Agreement • October 30th, 2020 • NexPoint Real Estate Finance, Inc. • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF NEXPOINT REAL ESTATE FINANCE OPERATING PARTNERSHIP, L.P. (as now or hereafter amended, restated, modified, supplemented, or replaced, this “Agreement”), dated as of February 11, 2020, is entered into by and among NexPoint Real Estate Finance OP GP, LLC, a Delaware limited liability company (the “General Partner”), the Persons (as defined below) whose names are from time to time set forth on Exhibit A attached hereto (as it may be amended from time to time), and the parties to the original agreement of limited partnership of NexPoint Real Estate Finance Operating Partnership, L.P., dated as of June 10, 2019 (the “Prior Agreement”).
CONTRIBUTION AND ASSIGNMENT OF INTERESTS AGREEMENTContribution and Assignment of Interests Agreement • May 8th, 2020 • NexPoint Real Estate Finance, Inc. • Real estate investment trusts • Delaware
This Contribution and Assignment of Interests Agreement (this “Agreement”) is dated effective as of February 11, 2020 (the “Effective Date”), by and among SFR WLIF, LLC, Series I, a Delaware series limited liability company (“SFR WLIF, Series I”), NexPoint Real Estate Strategies Fund, a continuously offered, non-diversified, closed-end management investment company (“NRESF”), Highland Global Allocation Fund, a diversified, closed-end management investment company (“Highland Global”), NexPoint Strategic Opportunities Fund, a non-diversified, closed-end management investment company (“NHF”), NREF OP I, L.P., a Delaware limited partnership (“NREF OP I”), NREF OP I Holdco, LLC, a Delaware limited liability company (“NREF OP I Holdco”), NREF OP I SubHoldco, LLC, a Delaware limited liability company (“NREF OP I SubHoldco”), SFR WLIF, LLC, Series II, a Delaware series limited liability company (“SFR WLIF, Series II”), Highland Income Fund, a non-diversified, closed-end management investment c
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF NREF OP II, L.P. a Delaware limited partnershipLimited Partnership Agreement • May 8th, 2020 • NexPoint Real Estate Finance, Inc. • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF NREF OP II, L.P. (as now or hereafter amended, restated, modified, supplemented, or replaced, this “Agreement”), dated as of February 11, 2020, is entered into by and among NexPoint Real Estate Finance Operating Partnership, L.P., a Delaware limited partnership (the “General Partner”), the Persons (as defined below) whose names are from time to time set forth on Exhibit A attached hereto (as it may be amended from time to time), and the parties to the original agreement of limited partnership of NREF OP II, L.P., dated as of October 8, 2019 (the “Prior Agreement”).
NEXPOINT REAL ESTATE FINANCE, INC. as Issuer, and UMB BANK, National Association as Trustee 5.75% SENIOR NOTES DUE 2026 FIRST SUPPLEMENTAL INDENTURE Dated as of April 20, 2021 TO THE INDENTURE Dated as of April 13, 2021Indenture • April 20th, 2021 • NexPoint Real Estate Finance, Inc. • Real estate investment trusts • New York
FIRST SUPPLEMENTAL INDENTURE dated as of April 20, 2021 (this “Supplemental Indenture”), among NEXPOINT REAL ESTATE FINANCE, INC., a Maryland corporation (the “Company”) and UMB Bank, National Association, as trustee (the “Trustee”).
SECOND AMENDMENT TO MANAGEMENT AGREEMENTManagement Agreement • November 9th, 2021 • NexPoint Real Estate Finance, Inc. • Real estate investment trusts
This Second Amendment to Management Agreement (this “Amendment”) is entered into as of November 3, 2021 by and among NexPoint Real Estate Finance, Inc., a Maryland corporation (the “Company”), and NexPoint Real Estate Advisors VII, L.P., a Delaware limited partnership (the “Manager”). All capitalized terms used herein and not otherwise defined have the respective meaning given to such terms in the Management Agreement (as defined below).
