Common use of Base Management Fees Clause in Contracts

Base Management Fees. (a) The Manager is entitled to receive a Base Management Fee in respect of each calendar month. (b) The Base Management Fee for a calendar month is to be calculated by the Manager as of the last day of the relevant calendar month and notice of such Base Management Fee calculation shall be provided by the Manager to the Company and the Compensation Committee within five Business Days after such day. (c) The Base Management Fee calculated pursuant to Section 7.2(b) above will be allocated between the Company and the Managed Subsidiaries in accordance with the Company’s corporate allocation policy and otherwise in accordance with GAAP. (d) The Base Management Fee to which the Manager is entitled under this Section 7.2 is due in cash (subject to Section 7.2(e)) as of the last day of the relevant calendar month and shall be settled by the Company and the Managed Subsidiaries (in accordance with the allocation pursuant to Section 7.2(c) above) within 10 Business Days of receipt by the Company of notification pursuant to Section 7.2(b). (e) The Manager has the right but not the obligation to invest all or a portion of the Base Management Fee to which the Manager is entitled under this Section 7.2 in Company Common Units. (i) If the Manager determines to invest all or any portion of its Base Management Fee with respect to a calendar month in Company Common Units, the Manager shall be entitled to purchase, upon payment and subject to clause (iii) below, that number of Company Common Units equal to such amount of the Base Management Fee calculated pursuant to Section 7.2(b), divided by the volume weighted average trading price of a Company Common Unit during the period commencing on and including the first Trading Day of such calendar month and ending on and including the last Trading Day of such calendar month (such volume weighted average trading price, the “Base Fee VWAP”). (ii) In the event the Manager determines to invest all or any portion of its Base Management Fee for any calendar month in Company Common Units, it shall notify the Company and the Compensation Committee of the percentage of the Base Management Fee to be invested in Company Common Units during the period commencing on and including the third Trading Day after the Earnings Release Day immediately preceding such calendar month and ending on and including the 22nd Trading Day after such Earnings Release Day (such period, an “Election Period”) (subject to the third sentence of this Section 7.2(e)(ii)). Such Company Common Units shall be issued to the Manager in accordance with Section 7.2(d). Any election made by the Manager during any Election Period pursuant to this Section 7.2(e)(ii) shall be effective beginning with the calendar month after such change of election is made and shall remain in effect for all subsequent Election Periods unless and until the Manager affirmatively changes in a timely manner such election in any subsequent Election Period for the next succeeding calendar month after such change of election is made. For the avoidance of doubt, the Parties acknowledge and agree that the Manager’s previous and ongoing election in connection with the Previous Agreement to invest 100% of any and all Base Management Fees to which the Manager is entitled in Common Stock remains in full force and effect and shall apply to any and all Base Management Fees to which the Manager becomes entitled hereunder after the date hereof, until such election is changed in accordance with the preceding sentence; it being understood that following the Conversion such election shall be an election to invest in Company Common Units. (iii) Notwithstanding anything in this Section 7.2(e) to the contrary, in the event that (x) the Manager has determined to invest all or any portion of its Base Management Fee for any calendar month in Company Common Units, and (y) the Base Fee VWAP for such calendar month exceeds the product of the closing price of a Company Common Unit on the 22nd Trading Day after the immediately preceding Earnings Release Day multiplied by two (such product, the “Threshold Price”), then: (A) in the event the Manager previously had determined to invest 100% of its Base Management Fee for such calendar month in Company Common Units, then the Manager instead shall (x) receive from the Company cash in an amount (the “Full Base Fee Cash Amount”) equal to the product of such Base Management Fee multiplied by a fraction, the numerator of which shall be the excess of the Base Fee VWAP over the Threshold Price, and the denominator of which shall be the Base Fee VWAP, and (y) invest the remainder of such Base Management Fee (excluding the Full Base Fee Cash Amount) in Company Common Units as contemplated by the preceding clauses (i) and (ii); and (B) in the event the Manager previously had determined to invest any portion (less than 100%) of its Base Management Fee for such calendar month in Company Common Units, then, in lieu of such investment, the Manager instead shall (x) receive from the Company cash in an amount (the “Partial Base Fee Cash Amount”) equal to the product of such portion of its Base Management Fee multiplied by a fraction, the numerator of which shall be the excess of the Base Fee VWAP over the Threshold Price, and the denominator of which shall be the Base Fee VWAP, and (y) invest the remainder of such portion of its Base Management Fee (excluding the Partial Base Fee Cash Amount) in Company Common Units as contemplated by the preceding clauses (i) and (ii).

Base Management Fees. (a) The Manager is entitled to receive a Base Management Fee in respect of each calendar monthFiscal Quarter. (b) The Base Management Fee for a calendar month Fiscal Quarter is to be calculated by the Manager as of the last day of Fiscal Quarter End Date for the relevant calendar month Fiscal Quarter and notice of such Base Management Fee calculation shall be provided by the Manager to the Company and the Compensation Committee within five 20 Business Days after such daythat Fiscal Quarter End Date. (c) The Base Management Fee calculated pursuant to Section 7.2(b) above will be allocated between the Company and the Managed Subsidiaries in accordance with the Company’s corporate allocation policy and otherwise in accordance with GAAP. (d) The Base Management Fee to which the Manager is entitled under this Section 7.2 is due in cash (subject to Section 7.2(e)) as of at the last day Fiscal Quarter End Date of the relevant calendar month Fiscal Quarter and shall be settled is payable in cash by the Company and the Managed Subsidiaries (in accordance with the allocation pursuant to Section 7.2(c) above) to the Manager within 10 Business Days of receipt by the Company of notification pursuant to Section 7.2(b), subject to Section 7.2(e). (e) The Manager has the right but not the obligation to invest all or a portion of the Base Management Fee to which the Manager is entitled under this Section 7.2 in Company Common UnitsLLC Interests. (i) If the Manager determines to invest all or any portion of its Base Management Fee with respect to a calendar month Fiscal Quarter in Company Common UnitsLLC Interests, the Manager shall be entitled to purchase, upon payment and subject to clause (iii) belowpayment, that number of Company Common Units LLC Interests equal to such amount of the Base Management Fee calculated pursuant to Section 7.2(b), divided by the volume weighted average trading price of a Company Common Unit an LLC Interest during the period commencing on and including LLC Interest Price Period beginning after the first Trading Day of such calendar month and ending on and including the last Trading Day of such calendar month (such volume weighted average trading price, the “Base Fee VWAP”)relevant Fiscal Quarter. (ii) In the event the Manager determines to invest all or any portion of its Base Management Fee for any calendar month in Company Common UnitsLLC Interests, it shall notify the Company and the Compensation Committee at the time of the percentage of notification pursuant to Section 7.2(b) and the Base Management Fee to be invested in Company Common Units during the period commencing on and including the third Trading Day after the Earnings Release Day immediately preceding such calendar month and ending on and including the 22nd Trading Day after such Earnings Release Day (such period, an “Election Period”) (subject to the third sentence of this Section 7.2(e)(ii)). Such Company Common Units LLC Interests shall be issued to the Manager in accordance with Section 7.2(d)on the Business Day immediately following the last day of the relevant LLC Interest Price Period. Any election made by the The Manager during any Election Period may apply amounts owing to it pursuant to this Section 7.2(e)(ii) shall be effective beginning with the calendar month after such change of election is made and shall remain in effect for all subsequent Election Periods unless and until 7.2 against amounts payable by the Manager affirmatively changes in a timely manner such election in any subsequent Election Period for the next succeeding calendar month after such change of election is made. For the avoidance of doubt, the Parties acknowledge and agree that the Manager’s previous and ongoing election in connection with the Previous Agreement to invest 100% of any and all Base Management Fees to which the Manager is entitled in Common Stock remains in full force and effect and shall apply to any and all Base Management Fees to which the Manager becomes entitled hereunder after the date hereof, until such election is changed in accordance with the preceding sentence; it being understood that following the Conversion such election shall be an election to invest in Company Common Units. (iii) Notwithstanding anything in this Section 7.2(e) relation to the contrary, in the event that (x) the Manager has determined to invest all or any portion of its Base Management Fee subscription for any calendar month in Company Common Units, and (y) the Base Fee VWAP for such calendar month exceeds the product of the closing price of a Company Common Unit on the 22nd Trading Day after the immediately preceding Earnings Release Day multiplied by two (such product, the “Threshold Price”), then: (A) in the event the Manager previously had determined to invest 100% of its Base Management Fee for such calendar month in Company Common Units, then the Manager instead shall (x) receive from the Company cash in an amount (the “Full Base Fee Cash Amount”) equal to the product of such Base Management Fee multiplied by a fraction, the numerator of which shall be the excess of the Base Fee VWAP over the Threshold Price, and the denominator of which shall be the Base Fee VWAP, and (y) invest the remainder of such Base Management Fee (excluding the Full Base Fee Cash Amount) in Company Common Units as contemplated by the preceding clauses (i) and (ii); and (B) in the event the Manager previously had determined to invest any portion (less than 100%) of its Base Management Fee for such calendar month in Company Common Units, then, in lieu of such investment, the Manager instead shall (x) receive from the Company cash in an amount (the “Partial Base Fee Cash Amount”) equal to the product of such portion of its Base Management Fee multiplied by a fraction, the numerator of which shall be the excess of the Base Fee VWAP over the Threshold Price, and the denominator of which shall be the Base Fee VWAP, and (y) invest the remainder of such portion of its Base Management Fee (excluding the Partial Base Fee Cash Amount) in Company Common Units as contemplated by the preceding clauses (i) and (ii)LLC Interests.

Base Management Fees. (a) The Manager is entitled to receive a Base Management Fee in respect of each calendar month. (b) The Base Management Fee for a calendar month is to be calculated by the Manager as of the last day of the relevant calendar month and notice of such Base Management Fee calculation shall be provided by the Manager to the Company and the Compensation Committee within five Business Days after such day. (c) The Base Management Fee calculated pursuant to Section 7.2(b) above will be allocated between the Company and the Managed Subsidiaries in accordance with the Company’s corporate allocation policy and otherwise in accordance with GAAP. (d) The Base Management Fee to which the Manager is entitled under this Section 7.2 is due in cash (subject to Section 7.2(e)) as of the last day of the relevant calendar month and shall be settled by the Company and the Managed Subsidiaries (in accordance with the allocation pursuant to Section 7.2(c) above) within 10 Business Days of receipt by the Company of notification pursuant to Section 7.2(b). (e) The Manager has the right but not the obligation to invest all or a portion of the Base Management Fee to which the Manager is entitled under this Section 7.2 in Company Common UnitsLLC Interests. (i) If the Manager determines to invest all or any portion of its Base Management Fee with respect to a calendar month in Company Common UnitsLLC Interests, the Manager shall be entitled to purchase, upon payment and subject to clause (iii) below, that number of Company Common Units LLC Interests equal to such amount of the Base Management Fee calculated pursuant to Section 7.2(b), divided by the volume weighted average trading price of a Company Common Unit an LLC Interest during the period commencing on and including the first Trading Day of such calendar month and ending on and including the last Trading Day of such calendar month (such volume weighted average trading price, the “Base Fee VWAP”). (ii) In the event the Manager determines to invest all or any portion of its Base Management Fee for any calendar month in Company Common UnitsLLC Interests, it shall notify the Company and the Compensation Committee of the percentage of the Base Management Fee to be invested in Company Common Units LLC Interests during the period commencing on and including the third Trading Day after the Earnings Release Day immediately preceding such calendar month and ending on and including the 22nd 20th Trading Day after such Earnings Release Day (such period, an “Election Period”) (subject to the third sentence of this Section 7.2(e)(ii)). Such Company Common Units LLC Interests shall be issued to the Manager in accordance with Section 7.2(d). Any election made by the Manager during any Election Period pursuant to this Section 7.2(e)(ii) shall be effective beginning with the calendar month after such change of election is made and shall remain in effect for all subsequent Election Periods unless and until the Manager affirmatively changes in a timely manner such election in any subsequent Election Period for the next succeeding calendar month after to which such change of election is maderelates. For the avoidance of doubt, the Parties acknowledge and agree that the Manager’s previous and ongoing election in connection with the Previous Agreement to invest 100% of any and all Base Management Fees to which the Manager is entitled in Common Stock LLC Interests remains in full force and effect and shall apply to any and all Base Management Fees to which the Manager becomes entitled hereunder after the date hereof, until such election is changed in accordance with the preceding sentence; it being understood that following the Conversion such election shall be an election to invest in Company Common Units. (iii) Notwithstanding anything in this Section 7.2(e) to the contrary, in the event that (x) the Manager has determined to invest all or any portion of its Base Management Fee for any calendar month in Company Common UnitsLLC Interests, and (y) the Base Fee VWAP for such calendar month exceeds the product of the closing price of a Company Common Unit an LLC Interest on the 22nd 20th Trading Day after the immediately preceding Earnings Release Day multiplied by two (such product, the “Threshold Price”), then: (A) in the event the Manager previously had determined to invest 100% of its Base Management Fee for such calendar month in Company Common UnitsLLC Interests, then the Manager instead shall (x) receive from the Company cash in an amount (the “Full Base Fee Cash Amount”) equal to the product of such Base Management Fee multiplied by a fraction, the numerator of which shall be the excess of the Base Fee VWAP over the Threshold Price, and the denominator of which shall be the Base Fee VWAP, and (y) invest the remainder of such Base Management Fee (excluding the Full Base Fee Cash Amount) in Company Common Units LLC Interests as contemplated by the preceding clauses (i) and (ii); and (B) in the event the Manager previously had determined to invest any portion (less than 100%) of its Base Management Fee for such calendar month in Company Common UnitsLLC Interests, then, in lieu of such investment, the Manager instead shall (x) receive from the Company cash in an amount (the “Partial Base Fee Cash Amount”) equal to the product of such portion of its Base Management Fee multiplied by a fraction, the numerator of which shall be the excess of the Base Fee VWAP over the Threshold Price, and the denominator of which shall be the Base Fee VWAP, and (y) invest the remainder of such portion of its Base Management Fee (excluding the Partial Base Fee Cash Amount) in Company Common Units LLC Interests as contemplated by the preceding clauses (i) and (ii). (f) Notwithstanding anything in this Section 7.2 to the contrary, the Parties agree and acknowledge that (i) the Manager has become entitled to receive, pursuant to the terms of the Previous Agreement, a Base Management Fee for the Fiscal Quarter ended September 30, 2013 (the “Existing Base Management Fee”), (ii) the Existing Base Management Fee shall be payable pursuant to the terms and conditions of Section 7.2 of the Previous Agreement, (iii) the Manager’s previous and ongoing election in connection with the Previous Agreement to invest 100% of any and all Base Management Fees to which the Manager is entitled in LLC Interests remains in full force and effect and shall apply to the Existing Base Management Fee, and (iv) the Manager shall invest 100% of the Existing Base Management Fee in LLC Interests pursuant to the terms of Section 7.2(e) of the Previous Agreement.

Base Management Fees. (a) The Manager is entitled to receive a Base Management Fee in respect of each calendar month. (b) The Base Management Fee for a calendar month is to be calculated by the Manager as of the last day of the relevant calendar month and notice of such Base Management Fee calculation shall be provided by the Manager to the Company and the Compensation Committee within five Business Days after such day. (c) The Base Management Fee calculated pursuant to Section 7.2(b) above will be allocated between the Company and the Managed Subsidiaries in accordance with the Company’s corporate allocation policy and otherwise in accordance with GAAP. (d) The Base Management Fee to which the Manager is entitled under this Section 7.2 is due in cash (subject to Section 7.2(e)) as of the last day of the relevant calendar month and shall be settled by the Company and the Managed Subsidiaries (in accordance with the allocation pursuant to Section 7.2(c) above) within 10 Business Days of receipt by the Company of notification pursuant to Section 7.2(b). (e) The Manager has the right but not the obligation to invest all or a portion of the Base Management Fee to which the Manager is entitled under this Section 7.2 in shares of Company Common UnitsStock. (i) If the Manager determines to invest all or any portion of its Base Management Fee with respect to a calendar month in shares of Company Common UnitsStock, the Manager shall be entitled to purchase, upon payment and subject to clause (iii) below, that number of shares of Company Common Units Stock equal to such amount of the Base Management Fee calculated pursuant to Section 7.2(b), divided by the volume weighted average trading price of a share of Company Common Unit Stock during the period commencing on and including the first Trading Day of such calendar month and ending on and including the last Trading Day of such calendar month (such volume weighted average trading price, the “Base Fee VWAP”). (ii) In the event the Manager determines to invest all or any portion of its Base Management Fee for any calendar month in shares of Company Common UnitsStock, it shall notify the Company and the Compensation Committee of the percentage of the Base Management Fee to be invested in shares of Company Common Units Stock during the period commencing on and including the third Trading Day after the Earnings Release Day immediately preceding such calendar month and ending on and including the 22nd 23rd Trading Day after such Earnings Release Day (such period, an “Election Period”) (subject to the third sentence of this Section 7.2(e)(ii)). Such shares of Company Common Units Stock shall be issued to the Manager in accordance with Section 7.2(d). Any election made by the Manager during any Election Period pursuant to this Section 7.2(e)(ii) shall be effective beginning with the calendar month after such change of election is made and shall remain in effect for all subsequent Election Periods unless and until the Manager affirmatively changes in a timely manner such election in any subsequent Election Period for the next succeeding calendar month after such change of election is made. For the avoidance of doubt, the Parties acknowledge and agree that the Manager’s previous and ongoing election in connection with the Previous Agreement to invest 100% of any and all Base Management Fees to which the Manager is entitled in Common Stock LLC Interests remains in full force and effect and shall apply to any and all Base Management Fees to which the Manager becomes entitled hereunder after the date hereof, until such election is changed in accordance with the preceding sentence; it being understood that following the Conversion such election shall be an election to invest in shares of Company Common UnitsStock. (iii) Notwithstanding anything in this Section 7.2(e) to the contrary, in the event that (x) the Manager has determined to invest all or any portion of its Base Management Fee for any calendar month in shares of Company Common UnitsStock, and (y) the Base Fee VWAP for such calendar month exceeds the product of the closing price of a share of Company Common Unit Stock on the 22nd 23rd Trading Day after the immediately preceding Earnings Release Day multiplied by two (such product, the “Threshold Price”), then: (A) in the event the Manager previously had determined to invest 100% of its Base Management Fee for such calendar month in shares of Company Common UnitsStock, then the Manager instead shall (x) receive from the Company cash in an amount (the “Full Base Fee Cash Amount”) equal to the product of such Base Management Fee multiplied by a fraction, the numerator of which shall be the excess of the Base Fee VWAP over the Threshold Price, and the denominator of which shall be the Base Fee VWAP, and (y) invest the remainder of such Base Management Fee (excluding the Full Base Fee Cash Amount) in shares of Company Common Units Stock as contemplated by the preceding clauses (i) and (ii); and (B) in the event the Manager previously had determined to invest any portion (less than 100%) of its Base Management Fee for such calendar month in shares of Company Common UnitsStock, then, in lieu of such investment, the Manager instead shall (x) receive from the Company cash in an amount (the “Partial Base Fee Cash Amount”) equal to the product of such portion of its Base Management Fee multiplied by a fraction, the numerator of which shall be the excess of the Base Fee VWAP over the Threshold Price, and the denominator of which shall be the Base Fee VWAP, and (y) invest the remainder of such portion of its Base Management Fee (excluding the Partial Base Fee Cash Amount) in shares of Company Common Units Stock as contemplated by the preceding clauses (i) and (ii).

Base Management Fees. (a) The Manager is entitled to receive a Base Management Fee in respect of each calendar monthFiscal Quarter. (b) The Base Management Fee for a calendar month Fiscal Quarter is to be calculated by the Manager as of the last day of Fiscal Quarter End Date for the relevant calendar month Fiscal Quarter and notice of such Base Management Fee calculation shall be provided by the Manager to the Company and the Compensation Committee within five 20 Business Days after such daythat Fiscal Quarter End Date. (c) The Base Management Fee calculated pursuant to Section 7.2(b) above will be allocated between the Company and the Managed Subsidiaries in accordance with the Company’s 's corporate allocation policy and otherwise in accordance with GAAP. (d) The Base Management Fee to which the Manager is entitled under this Section 7.2 is due in cash (subject to Section 7.2(e)) as of at the last day Fiscal Quarter End Date of the relevant calendar month Fiscal Quarter and shall be settled is payable in cash by the Company and the Managed Subsidiaries (in accordance with the allocation pursuant to Section 7.2(c) above) to the Manager within 10 Business Days of receipt by the Company of notification pursuant to Section 7.2(b), subject to Section 7.2(e). (e) The Manager has the right but not the obligation to invest all or a portion of the Base Management Fee to which the Manager is entitled under this Section 7.2 in Company Common UnitsTrust Stock. (i) If the Manager determines to invest all or any portion of its Base Management Fee with respect to a calendar month Fiscal Quarter in Company Common UnitsTrust Stock, the Manager shall be entitled to purchase, upon payment and subject to clause (iii) belowpayment, that number of Company Common Units shares of Trust Stock equal to such amount of the Base Management Fee calculated pursuant to Section 7.2(b), divided by the volume weighted average trading price of a Company Common Unit share of Trust Stock during the period commencing on and including Share Price Period beginning after the first Trading Day of such calendar month and ending on and including the last Trading Day of such calendar month (such volume weighted average trading price, the “Base Fee VWAP”)relevant Fiscal Quarter. (ii) In the event the Manager determines to invest all or any portion of its Base Management Fee for any calendar month in Company Common UnitsTrust Stock, it shall notify the Company and the Compensation Committee at the time of the percentage of notification pursuant to Section 7.2(b) and the Base Management Fee to be invested in Company Common Units during the period commencing on and including the third Trading Day after the Earnings Release Day immediately preceding such calendar month and ending on and including the 22nd Trading Day after such Earnings Release Day (such period, an “Election Period”) (subject to the third sentence of this Section 7.2(e)(ii)). Such Company Common Units Trust Stock shall be issued to the Manager in accordance with Section 7.2(d)on the Business Day immediately following the last day of the relevant Share Price Period. Any election made by the The Manager during any Election Period may apply amounts owing to it pursuant to this Section 7.2(e)(ii) shall be effective beginning with the calendar month after such change of election is made and shall remain in effect for all subsequent Election Periods unless and until 7.2 against amounts payable by the Manager affirmatively changes in a timely manner such election in any subsequent Election Period for the next succeeding calendar month after such change of election is made. For the avoidance of doubt, the Parties acknowledge and agree that the Manager’s previous and ongoing election in connection with the Previous Agreement to invest 100% of any and all Base Management Fees to which the Manager is entitled in Common Stock remains in full force and effect and shall apply to any and all Base Management Fees to which the Manager becomes entitled hereunder after the date hereof, until such election is changed in accordance with the preceding sentence; it being understood that following the Conversion such election shall be an election to invest in Company Common Units. (iii) Notwithstanding anything in this Section 7.2(e) relation to the contrary, in the event that (x) the Manager has determined to invest all or any portion of its Base Management Fee subscription for any calendar month in Company Common Units, and (y) the Base Fee VWAP for such calendar month exceeds the product of the closing price of a Company Common Unit on the 22nd Trading Day after the immediately preceding Earnings Release Day multiplied by two (such product, the “Threshold Price”), then: (A) in the event the Manager previously had determined to invest 100% of its Base Management Fee for such calendar month in Company Common Units, then the Manager instead shall (x) receive from the Company cash in an amount (the “Full Base Fee Cash Amount”) equal to the product of such Base Management Fee multiplied by a fraction, the numerator of which shall be the excess of the Base Fee VWAP over the Threshold Price, and the denominator of which shall be the Base Fee VWAP, and (y) invest the remainder of such Base Management Fee (excluding the Full Base Fee Cash Amount) in Company Common Units as contemplated by the preceding clauses (i) and (ii); and (B) in the event the Manager previously had determined to invest any portion (less than 100%) of its Base Management Fee for such calendar month in Company Common Units, then, in lieu of such investment, the Manager instead shall (x) receive from the Company cash in an amount (the “Partial Base Fee Cash Amount”) equal to the product of such portion of its Base Management Fee multiplied by a fraction, the numerator of which shall be the excess of the Base Fee VWAP over the Threshold Price, and the denominator of which shall be the Base Fee VWAP, and (y) invest the remainder of such portion of its Base Management Fee (excluding the Partial Base Fee Cash Amount) in Company Common Units as contemplated by the preceding clauses (i) and (ii)Trust Stock.

Base Management Fees. (a) The Manager is entitled to receive a Base Management Fee in respect of each calendar monthFiscal Quarter. (b) The Base Management Fee for a calendar month Fiscal Quarter is to be calculated by the Manager as of the last day of Fiscal Quarter End Date for the relevant calendar month Fiscal Quarter and notice of such Base Management Fee calculation shall be provided by the Manager to the Company and the Compensation Committee within five 20 Business Days after such daythat Fiscal Quarter End Date. (c) The Base Management Fee calculated pursuant to Section 7.2(b) above will be allocated between the Company and the Managed Subsidiaries in accordance with the Company’s corporate allocation policy and otherwise in accordance with GAAP. (d) The Base Management Fee to which the Manager is entitled under this Section 7.2 is due in cash (subject to Section 7.2(e)) as of at the last day Fiscal Quarter End Date of the relevant calendar month Fiscal Quarter and shall be settled is payable in cash by the Company and the Managed Subsidiaries (in accordance with the allocation pursuant to Section 7.2(c) above) to the Manager within 10 Business Days of receipt by the Company of notification pursuant to Section 7.2(b), subject to Section 7.2(e). (e) The Manager has the right but not the obligation to invest all or a portion of the Base Management Fee to which the Manager is entitled under this Section 7.2 in Company Common UnitsTrust Stock. (i) If the Manager determines to invest all or any portion of its Base Management Fee with respect to a calendar month Fiscal Quarter in Company Common UnitsTrust Stock, the Manager shall be entitled to purchase, upon payment and subject to clause (iii) belowpayment, that number of Company Common Units shares of Trust Stock equal to such amount of the Base Management Fee calculated pursuant to Section 7.2(b), divided by the volume weighted average trading price of a Company Common Unit share of Trust Stock during the period commencing on and including Share Price Period beginning after the first Trading Day of such calendar month and ending on and including the last Trading Day of such calendar month (such volume weighted average trading price, the “Base Fee VWAP”)relevant Fiscal Quarter. (ii) In the event the Manager determines to invest all or any portion of its Base Management Fee for any calendar month in Company Common UnitsTrust Stock, it shall notify the Company and the Compensation Committee at the time of the percentage of notification pursuant to Section 7.2(b) and the Base Management Fee to be invested in Company Common Units during the period commencing on and including the third Trading Day after the Earnings Release Day immediately preceding such calendar month and ending on and including the 22nd Trading Day after such Earnings Release Day (such period, an “Election Period”) (subject to the third sentence of this Section 7.2(e)(ii)). Such Company Common Units Trust Stock shall be issued to the Manager in accordance with Section 7.2(d)on the Business Day immediately following the last day of the relevant Share Price Period. Any election made by the The Manager during any Election Period may apply amounts owing to it pursuant to this Section 7.2(e)(ii) shall be effective beginning with the calendar month after such change of election is made and shall remain in effect for all subsequent Election Periods unless and until 7.2 against amounts payable by the Manager affirmatively changes in a timely manner such election in any subsequent Election Period for the next succeeding calendar month after such change of election is made. For the avoidance of doubt, the Parties acknowledge and agree that the Manager’s previous and ongoing election in connection with the Previous Agreement to invest 100% of any and all Base Management Fees to which the Manager is entitled in Common Stock remains in full force and effect and shall apply to any and all Base Management Fees to which the Manager becomes entitled hereunder after the date hereof, until such election is changed in accordance with the preceding sentence; it being understood that following the Conversion such election shall be an election to invest in Company Common Units. (iii) Notwithstanding anything in this Section 7.2(e) relation to the contrary, in the event that (x) the Manager has determined to invest all or any portion of its Base Management Fee subscription for any calendar month in Company Common Units, and (y) the Base Fee VWAP for such calendar month exceeds the product of the closing price of a Company Common Unit on the 22nd Trading Day after the immediately preceding Earnings Release Day multiplied by two (such product, the “Threshold Price”), then: (A) in the event the Manager previously had determined to invest 100% of its Base Management Fee for such calendar month in Company Common Units, then the Manager instead shall (x) receive from the Company cash in an amount (the “Full Base Fee Cash Amount”) equal to the product of such Base Management Fee multiplied by a fraction, the numerator of which shall be the excess of the Base Fee VWAP over the Threshold Price, and the denominator of which shall be the Base Fee VWAP, and (y) invest the remainder of such Base Management Fee (excluding the Full Base Fee Cash Amount) in Company Common Units as contemplated by the preceding clauses (i) and (ii); and (B) in the event the Manager previously had determined to invest any portion (less than 100%) of its Base Management Fee for such calendar month in Company Common Units, then, in lieu of such investment, the Manager instead shall (x) receive from the Company cash in an amount (the “Partial Base Fee Cash Amount”) equal to the product of such portion of its Base Management Fee multiplied by a fraction, the numerator of which shall be the excess of the Base Fee VWAP over the Threshold Price, and the denominator of which shall be the Base Fee VWAP, and (y) invest the remainder of such portion of its Base Management Fee (excluding the Partial Base Fee Cash Amount) in Company Common Units as contemplated by the preceding clauses (i) and (ii)Trust Stock.

Base Management Fees. (a) The Manager is entitled to receive a Base Management Fee in respect of each calendar month. (b) The Base Management Fee for a calendar month is to be calculated by the Manager as of the last day of the relevant calendar month and notice of such Base Management Fee calculation shall be provided by the Manager to the Company and the Compensation Committee within five Business Days after such day. (c) The Base Management Fee calculated pursuant to Section 7.2(b) above will be allocated between the Company and the Managed Subsidiaries in accordance with the Company’s corporate allocation policy and otherwise in accordance with GAAP. (d) The Base Management Fee to which the Manager is entitled under this Section 7.2 is due in cash (subject to Section 7.2(e)) as of the last day of the relevant calendar month and shall be settled by the Company and the Managed Subsidiaries (in accordance with the allocation pursuant to Section 7.2(c) above) within 10 Business Days of receipt by the Company of notification pursuant to Section 7.2(b). (e) The Manager has the right but not the obligation to invest all or a portion of the Base Management Fee to which the Manager is entitled under this Section 7.2 in shares of Company Common UnitsStock. (i) If the Manager determines to invest all or any portion of its Base Management Fee with respect to a calendar month in shares of Company Common UnitsStock, the Manager shall be entitled to purchase, upon payment and subject to clause (iii) below, that number of shares of Company Common Units Stock equal to such amount of the Base Management Fee calculated pursuant to Section 7.2(b), divided by the volume weighted average trading price of a share of Company Common Unit Stock during the period commencing on and including the first Trading Day of such calendar month and ending on and including the last Trading Day of such calendar month (such volume weighted average trading price, the “Base Fee VWAP”). (ii) In the event the Manager determines to invest all or any portion of its Base Management Fee for any calendar month in shares of Company Common UnitsStock, it shall notify the Company and the Compensation Committee of the percentage of the Base Management Fee to be invested in shares of Company Common Units Stock during the period commencing on and including the third Trading Day after the Earnings Release Day immediately preceding such calendar month and ending on and including the 22nd Trading Day after such Earnings Release Day (such period, an “Election Period”) (subject to the third sentence of this Section 7.2(e)(ii)). Such shares of Company Common Units Stock shall be issued to the Manager in accordance with Section 7.2(d). Any election made by the Manager during any Election Period pursuant to this Section 7.2(e)(ii) shall be effective beginning with the calendar month after such change of election is made and shall remain in effect for all subsequent Election Periods unless and until the Manager affirmatively changes in a timely manner such election in any subsequent Election Period for the next succeeding calendar month after such change of election is made. For the avoidance of doubt, the Parties acknowledge and agree that the Manager’s previous and ongoing election in connection with the Previous Agreement to invest 100% of any and all Base Management Fees to which the Manager is entitled in Common Stock LLC Interests remains in full force and effect and shall apply to any and all Base Management Fees to which the Manager becomes entitled hereunder after the date hereof, until such election is changed in accordance with the preceding sentence; it being understood that following the Conversion such election shall be an election to invest in shares of Company Common UnitsStock. (iii) Notwithstanding anything in this Section 7.2(e) to the contrary, in the event that (x) the Manager has determined to invest all or any portion of its Base Management Fee for any calendar month in shares of Company Common UnitsStock, and (y) the Base Fee VWAP for such calendar month exceeds the product of the closing price of a share of Company Common Unit Stock on the 22nd Trading Day after the immediately preceding Earnings Release Day multiplied by two (such product, the “Threshold Price”), then: (A) in the event the Manager previously had determined to invest 100% of its Base Management Fee for such calendar month in shares of Company Common UnitsStock, then the Manager instead shall (x) receive from the Company cash in an amount (the “Full Base Fee Cash Amount”) equal to the product of such Base Management Fee multiplied by a fraction, the numerator of which shall be the excess of the Base Fee VWAP over the Threshold Price, and the denominator of which shall be the Base Fee VWAP, and (y) invest the remainder of such Base Management Fee (excluding the Full Base Fee Cash Amount) in shares of Company Common Units Stock as contemplated by the preceding clauses (i) and (ii); and (B) in the event the Manager previously had determined to invest any portion (less than 100%) of its Base Management Fee for such calendar month in shares of Company Common UnitsStock, then, in lieu of such investment, the Manager instead shall (x) receive from the Company cash in an amount (the “Partial Base Fee Cash Amount”) equal to the product of such portion of its Base Management Fee multiplied by a fraction, the numerator of which shall be the excess of the Base Fee VWAP over the Threshold Price, and the denominator of which shall be the Base Fee VWAP, and (y) invest the remainder of such portion of its Base Management Fee (excluding the Partial Base Fee Cash Amount) in shares of Company Common Units Stock as contemplated by the preceding clauses (i) and (ii).

Base Management Fees. (a) The Manager is entitled to receive a Base Management Fee in respect of each calendar month. (b) The Base Management Fee for a calendar month is to be calculated by the Manager as of the last day of the relevant calendar month and notice of such Base Management Fee calculation shall be provided by the Manager to the Company and the Compensation Committee within five Business Days after such day. (c) The Base Management Fee calculated pursuant to Section 7.2(b) above will be allocated between the Company and the Managed Subsidiaries in accordance with the Company’s corporate allocation policy and otherwise in accordance with GAAP. (d) The Base Management Fee to which the Manager is entitled under this Section 7.2 is due in cash (subject to Section 7.2(e)) as of the last day of the relevant calendar month and shall be settled by the Company and the Managed Subsidiaries (in accordance with the allocation pursuant to Section 7.2(c) above) within 10 Business Days of receipt by the Company of notification pursuant to Section 7.2(b). (e) The Manager has the right but not the obligation to invest all or a portion of the Base Management Fee to which the Manager is entitled under this Section 7.2 in shares of Company Common UnitsStock. (i) If the Manager determines to invest all or any portion of its Base Management Fee with respect to a calendar month in shares of Company Common UnitsStock, the Manager shall be entitled to purchase, upon payment and subject to clause (iii) below, that number of shares of Company Common Units Stock equal to such amount of the Base Management Fee calculated pursuant to Section 7.2(b), divided by the volume weighted average trading price of a share of Company Common Unit Stock during the period commencing on and including the first Trading Day of such calendar month and ending on and including the last Trading Day of such calendar month (such volume weighted average trading price, the “Base Fee VWAP”). (ii) In the event the Manager determines to invest all or any portion of its Base Management Fee for any calendar month in shares of Company Common UnitsStock, it shall notify the Company and the Compensation Committee of the percentage of the Base Management Fee to be invested in shares of Company Common Units Stock during the period commencing on and including the third Trading Day after the Earnings Release Day immediately preceding such calendar month and ending on and including the 22nd Trading Day after such Earnings Release Day (such period, an “Election Period”) (subject to the third sentence of this Section 7.2(e)(ii)). Such shares of Company Common Units Stock shall be issued to the Manager in accordance with Section 7.2(d). Any election made by the Manager during any Election Period pursuant to this Section 7.2(e)(ii) shall be effective beginning with the calendar month after such change of election is made and shall remain in effect for all subsequent Election Periods unless and until the Manager affirmatively changes in a timely manner such election in any subsequent Election Period for the next succeeding calendar month after such change of election is made. For the avoidance of doubt, the Parties acknowledge and agree that the Manager’s previous and ongoing election in connection with the Previous Agreement to invest 100% of any and all Base Management Fees to which the Manager is entitled in Common Stock LLC Interests remains in full force and effect and shall apply to any and all Base Management Fees to which the Manager becomes entitled hereunder after the date hereof, until such election is changed in accordance with the preceding sentence; it being understood that following the Conversion such election shall be an election to invest in shares of Company Common UnitsStock. (iii) Notwithstanding anything in this Section 7.2(e) to the contrary, in the event that (x) the Manager has determined to invest all or any portion of its Base Management Fee for any calendar month in shares of Company Common UnitsStock, and (y) the Base Fee VWAP for such calendar month exceeds the product of the closing price of a Company Common Unit on the 22nd Trading Day after the immediately preceding Earnings Release Day multiplied by two (such product, the “Threshold Price”), then: (A) in the event the Manager previously had determined to invest 100% of its Base Management Fee for such calendar month in Company Common Units, then the Manager instead shall (x) receive from the Company cash in an amount (the “Full Base Fee Cash Amount”) equal to the product of such Base Management Fee multiplied by a fraction, the numerator of which shall be the excess of the Base Fee VWAP over the Threshold Price, and the denominator of which shall be the Base Fee VWAP, and (y) invest the remainder of such Base Management Fee (excluding the Full Base Fee Cash Amount) in Company Common Units as contemplated by the preceding clauses (i) and (ii); and (B) in the event the Manager previously had determined to invest any portion (less than 100%) of its Base Management Fee for such calendar month in Company Common Units, then, in lieu of such investment, the Manager instead shall (x) receive from the Company cash in an amount (the “Partial Base Fee Cash Amount”) equal to the product of such portion of its Base Management Fee multiplied by a fraction, the numerator of which shall be the excess of the Base Fee VWAP over the Threshold Price, and the denominator of which shall be the Base Fee VWAP, and (y) invest the remainder of such portion of its Base Management Fee (excluding the Partial Base Fee Cash Amount) in Company Common Units as contemplated by the preceding clauses (i) and (ii).

Base Management Fees. (ai) The Company shall pay to the Asset Manager is entitled to receive a (A) the Tier 1 Base Management Fee payable quarterly in respect arrears on the first day of each calendar month. (b) The Base Management Fee fiscal quarter for a calendar month is to be calculated by the Manager as of the last day of the relevant calendar month advisory and notice of such Base Management Fee calculation shall be provided by the Manager asset management services it provides to the Company and the Compensation Committee within five Business Days after such day. (c) The Base Management Fee calculated pursuant to Section 7.2(bthis Agreement, including monitoring market conditions, monitoring and arranging financing, managing the projects, creating annual budgets and business plans, developing capital expenditure plans, overseeing accounting and reporting at the Project, Project Level Entity and Company levels, and managing the Company’s treasury and tax matters, each as more fully described herein and, (B) above will be allocated between until such time as the Company and Asset Manager no longer is the Managed Subsidiaries manager of MOF in accordance with the Company’s corporate allocation policy and otherwise in accordance with GAAP. (d) The MOF LLC Agreement, the Tier 2 Base Management Fee payable quarterly in arrears on the first day of each fiscal quarter for advisory and asset management services it provides to which MOF pursuant to the Manager is entitled under this Section 7.2 is due MOF LLC Agreement, including monitoring market conditions and overseeing accounting and reporting for MOF, each as more fully described in cash (subject to Section 7.2(e)) as the MOF LLC Agreement. Upon the termination of the last day Asset Manager as the manager of the relevant calendar month and shall be settled by the Company and the Managed Subsidiaries (MOF in accordance with the allocation pursuant to Section 7.2(c) above) within 10 Business Days of receipt by MOF LLC Agreement, the Company of notification pursuant shall pay the Asset Manager an amount equal to Section 7.2(b). (e) The Manager has the right but not the obligation to invest all or a portion of the accrued and unpaid Tier 2 Base Management Fee to which the Manager is entitled under this Section 7.2 in Company Common Units. (i) If the Manager determines to invest all or any portion of its Base Management Fee with respect to a calendar month in Company Common Units, the Manager shall be entitled to purchase, upon payment and subject to clause (iii) below, that number of Company Common Units equal to such amount of the Base Management Fee calculated pursuant to Section 7.2(b), divided by the volume weighted average trading price of a Company Common Unit during the period commencing on and including the first Trading Day of such calendar month and ending on and including the last Trading Day of such calendar month (such volume weighted average trading price, the “Base Fee VWAP”)Fees. (ii) In the event the Manager determines MOF agrees that it will not, and will cause its Affiliates not to, enter into any arrangement or asset management agreement providing for asset management services with respect to invest all or any portion of its Base Management Fee for any calendar month in Company Common Units, it shall notify the Company and the Compensation Committee of the percentage of the Base Management Fee to be invested in Company Common Units during the period commencing on and including the third Trading Day after the Earnings Release Day immediately preceding such calendar month and ending on and including the 22nd Trading Day after such Earnings Release Day (such period, an “Election Period”) (subject to the third sentence of this Section 7.2(e)(ii)). Such Company Common Units shall be issued to the Manager in accordance with Section 7.2(d). Any election made by the Manager during any Election Period pursuant to this Section 7.2(e)(ii) shall be effective beginning with the calendar month after such change of election is made and shall remain in effect for all subsequent Election Periods unless and until the Manager affirmatively changes in a timely manner such election in any subsequent Election Period Project providing for the next succeeding calendar month after such change payment or sharing of election is made. For the avoidance of doubtan asset management fee that does not expire on or prior to December 1, the Parties acknowledge and agree 2007; provided, however, that the Manager’s previous and ongoing election in connection with the Previous Agreement to invest 100% MOF or its Affiliate may enter into an extension of any and all Base Management Fees to which the Manager is entitled such agreement or arrangement currently in Common Stock remains in full force and effect and shall apply to any and all Base Management Fees to which the Manager becomes entitled hereunder after the date hereof, until such election is changed in accordance with the preceding sentence; it being understood that following the Conversion such election shall be an election to invest in Company Common Unitsexistence. (iii) Notwithstanding anything in this Section 7.2(e) to the contrary, in In the event that (x) the Company does not have sufficient cash funds available to pay the Asset Manager has determined to invest all or any portion of its the Base Management Fee for any calendar month in Company Common Units, and (y) the Base Fee VWAP for such calendar month exceeds the product of the closing price of a Company Common Unit full on the 22nd Trading Day first day of any such fiscal quarter (after paying any distribution to be made to Xxxxxxx in accordance with Section 5.1(a)(i), with respect to the last month of the immediately preceding Earnings Release Day multiplied by two (such product, the “Threshold Price”fiscal quarter) in accordance with Section 6.5(b)(i), then: (A) MOF shall repay to the Company an amount equal to any such shortfall in cash funds available to pay the event the Manager previously had determined to invest 100% of its Base Management Fee for Fee; provided, that the amount of any such calendar month repayment shall not exceed the cash distributions received by MOF in Company Common Units, then the Manager instead shall (xaccordance with Section 5.1(a)(ii) receive from the Company cash in an amount (the “Full Base Fee Cash Amount”) equal with respect to the product of such Base Management Fee multiplied by a fraction, the numerator of which shall be the excess first two months of the Base Fee VWAP over the Threshold Price, and the denominator of which shall be the Base Fee VWAP, and (y) invest the remainder of such Base Management Fee (excluding the Full Base Fee Cash Amount) in Company Common Units as contemplated by the immediately preceding clauses (i) and (ii); and (B) in the event the Manager previously had determined to invest any portion (less than 100%) of its Base Management Fee for such calendar month in Company Common Units, then, in lieu of such investment, the Manager instead shall (x) receive from the Company cash in an amount (the “Partial Base Fee Cash Amount”) equal to the product of such portion of its Base Management Fee multiplied by a fraction, the numerator of which shall be the excess of the Base Fee VWAP over the Threshold Price, and the denominator of which shall be the Base Fee VWAP, and (y) invest the remainder of such portion of its Base Management Fee (excluding the Partial Base Fee Cash Amount) in Company Common Units as contemplated by the preceding clauses (i) and (ii)fiscal quarter.