Subordinated Performance Fee. Subject to the terms set forth herein, upon Termination for any reason other than a Breach Event by the Advisor, the Company shall pay to the Advisor a Subordinated Termination Fee, and the Company and the Advisor hereby agree that the Subordinated Performance Fee payable by the Company to the Advisor pursuant to Section 3.01(c) of the Advisory Agreement upon the Termination shall be an amount equal to $26,688,591 (the “SPF Payment”), which amount was arrived at pursuant to the calculations set forth on Exhibit A attached hereto. The Company represents and warrants that the SPF Payment has been determined and approved by a majority of the Independent Directors. Upon delivery of the SPF Payment by the Company to the Advisor, the Advisor shall be deemed to have accepted the SPF Payment, including for purposes of Section 2 hereof.
Appears in 2 contracts
Sources: Advisory Agreement (Griffin Capital Essential Asset REIT, Inc.), Advisory Agreement (Cole Office & Industrial REIT (CCIT II), Inc.)