Extract to table

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: SECTION 1 — DEFINITIONS For purposes of this Side Letter Agreement, the following terms shall have the meanings set forth below: 1

3 "Gross Revenues" shall have the meaning set forth in Section 4

Capitalized terms used but not otherwise defined in this Side Letter Agreement shall have the meanings ascribed to them in the Wind-Down Agreement or, if not defined therein, in the LPA

Effective as of the Effective Date and continuing throughout the Wind-Down Period, Pinnacle's management fee for the day-to-day property management of the Portfolio Properties shall be reduced from three and one-half percent (3

The Reduced Management Fee shall apply to Gross Revenues attributable to each Portfolio Property only for so long as such Portfolio Property remains owned by the Partnership

Upon the sale, conveyance, and transfer of any individual Portfolio Property to a third-party purchaser (or to Pinnacle pursuant to its right of first offer under the Wind-Down Agreement), no further management fee of any kind shall accrue with respect to such sold property, and the Reduced Management Fee shall thereafter be calculated solely with respect to the Gross Revenues attributable to the remaining Portfolio Properties still owned by the Partnership