Base Management Fee. Company and Manager hereby agree that if Company sells the BBD1 Assets (defined below) to Manager or an Affiliate of Manager (including BBD1 Holdings), then effective on the date of such sale, Paragraph 7(a) of the Asset Management Agreement shall be deleted in its entirety and shall be replaced with the following sentences: "For the term of this Agreement, Company hereby agrees to pay to Manager a management fee equal to $9,000,000 per year in equal monthly installments of $750,000, plus... reimbursement of all property related expenses paid by Manager on behalf of Company (together the "Base Management Fee"), payable monthly in arrears, plus the amount, if any, of the Threshold Value Profits Participation, as described below." (b) If the Sale Agreement is terminated and, thereafter, Company sells the BBD1 Assets to any third party other than Manager or an Affiliate of Manager (including BBD1 Holdings), then effective on the date of such sale, Paragraph 7(a) of the Asset Management Agreement shall be deleted in its entirety and shall be replaced with the following sentences: "For the term of this Agreement, Company hereby agrees to pay to Manager a management fee equal to $10,000,000 per year in equal monthly installments of $833,333.33, plus reimbursement of all property related expenses paid by Manager on behalf of Company (together the "Base Management Fee"), payable monthly in arrears, plus the amount, if any, of the Threshold Value Profits Participation, as described below." Prior to the occurrence of either (a) or (b) above, Paragraph 7(a) of the Asset Management Agreement shall not be deleted and shall be effective as currently written. The term "BBD1 Assets" shall mean either (i) that certain real properties (including, without limitation, all improvements, personal property, leases, contracts, records and plans, and intangible property) owned by Real Property Owners and/or (ii) the Membership Interests.View More
Base Management Fee. 5% (five percent) of the gross revenue (including reimbursements) of the Project. The Base Management Fee shall be earned and paid in the following manner: USD$38,650.00 (thirty eight thousand six hundred fifty United States dollars) monthly, beginning on the Commencement Date. The Base Management Fees accrued from the Commencement Date through the Closing Date shall be payable in arrears in cash on the first day of the month after the Closing Date, or on October 1, 2015, whichever date is... sooner. Thereafter, until termination of this Agreement, the Base Management Fee shall be payable in cash in monthly installments on the first day of the month. If applicable, the initial and final installments of the Base Management Fee shall be pro-rated based on the number of days during the initial and final month, respectively, that this Agreement is in effect. When the gross revenue of the Project shall be determined, the parties will make adjustments as necessary to ensure proper payment of the Base Management Fee. To the extent there was an underpayment of the Base Management Fee, the additional amounts shall be paid by Developer to Manager. To the extent there was an overpayment of the Base Management Fee, the additional amounts shall be returned by Manager to Developer. Reimbursements pursuant to this provision shall be made with 60 days of the revenue determination.View More
