Common use of Computation and Payment of Base Management Fee Clause in Contracts

Computation and Payment of Base Management Fee. 7.2.1 The Managers or another Service Provider will compute each instalment and allocation of the Base Management Fee as soon as practicable, but in any event no later than five Business Days, following the end of the Quarter with respect to which such instalment is payable. A copy of the computations and allocations made will thereafter, for informational purposes only, promptly be delivered to each Service Recipient by the relevant Service Provider upon request. Payment of the Base Management Fee for any Quarter (whether in cash, Units, Property Partnership Units or any combination of the foregoing) will be due and payable no later than the 45th day following the end of such Quarter. 7.2.2 For any Quarter in which the BPY General Partner determines that the Service Recipients have insufficient Available Cash to pay the Base Management Fee as well as the next regular distribution on Units, the Service Recipients may elect to pay all or a portion of the Base Management Fee payable in such Quarter in Units or Property Partnership Units, provided that (i) any such election will be made within 45 days following the end of the applicable Quarter, and (ii) no such payment will be made in Property Partnership Units without the written consent of the Managers. If the Service Recipients elect to pay all or a portion of the Base Management Fee in Units or Property Partnership Units, BPY or the Property Partnership, as applicable, will issue, and the applicable Manager hereby agrees to acquire, Units or Property Partnership Units, as applicable, equal to the portion of the Base Management Fee elected to be paid in Units or Property Partnership Units divided by the Fair Market Value of a Unit on the date the Service Recipients make such election (provided that no fractional Units or Property Partnership Units will be issued, and such number will be rounded down to the nearest whole number with the remainder payable to the Managers in cash). In such case, BPY or the Property Partnership, as applicable, shall apply such payment against the subscription price for such Units or Property Partnership Units, as applicable. 7.2.3 If the Service Recipients elect to pay all or any portion of the Base Management Fee for any Quarter in Units or Property Partnership Units, the Service Recipients will take or cause to be taken all appropriate action to issue such Units or Property Partnership Units, as applicable, including any action required to ensure that such Units or Property Partnership Units, as applicable, are issued in accordance with applicable Laws and listed on any applicable stock exchanges and public quotation systems.

Computation and Payment of Base Management Fee. 7.2.1 The Managers Service Providers or another member of the Service Provider Group will compute each instalment and allocation of the Base Management Fee as soon as practicable, but in any event no later than five Business Days, following the end of the Quarter with respect to which such instalment is payable. A copy of the computations and allocations made will thereafter, for informational purposes only, promptly be delivered to each Service Recipient by the relevant member of the Service Provider Group upon request. Payment of the Base Management Fee for any Quarter (whether in cash, Units, Property Partnership Redemption-Exchange Units or any combination of the foregoing) will be due and payable no later than the 45th day following the end of such Quarter. 7.2.2 For any Quarter in which the BPY General Partner determines that the Service Recipients have insufficient Available Cash to pay the Base Management Fee as well as the next regular distribution on Units, the Service Recipients may elect to pay all or a portion of the Base Management Fee payable in such Quarter in Units or Property Partnership Redemption-Exchange Units, provided that (i) any such election will be made within 45 days following the end of the applicable Quarter, and (ii) no such payment will be made in Property Partnership Redemption-Exchange Units without the written consent of the ManagersService Providers. If the Service Recipients elect to pay all or a portion of the Base Management Fee in Units or Property Partnership Redemption-Exchange Units, BPY or the Property Partnership, as applicable, will issue, and the applicable Manager Service Provider hereby agrees to acquire, Units or Property Partnership Redemption-Exchange Units, as applicable, equal to the portion of the Base Management Fee elected to be paid in Units or Property Partnership Redemption-Exchange Units divided by the Fair Market Value of a Unit on the date the Service Recipients make such election (provided that no fractional Units or Property Partnership Redemption-Exchange Units will be issued, and such number will be rounded down to the nearest whole number with the remainder payable to the Managers Service Providers in cash). In such case, BPY or the Property Partnership, as applicable, shall apply such payment against the subscription price for such Units or Property Partnership Redemption-Exchange Units, as applicable. 7.2.3 If the Service Recipients elect to pay all or any portion of the Base Management Fee for any Quarter in Units or Property Partnership Redemption-Exchange Units, the Service Recipients will take or cause to be taken all appropriate action to issue such Units or Property Partnership Redemption-Exchange Units, as applicable, including any action required to ensure that such Units or Property Partnership Redemption-Exchange Units, as applicable, are issued in accordance with applicable Laws and listed on any applicable stock exchanges and public quotation systems.

Computation and Payment of Base Management Fee. 7.2.1 The Managers or another Service Provider will compute each instalment and allocation of the Base Management Fee as soon as practicable, but in any event no later than five Business Days, following the end of the Quarter with respect to which such instalment is payable. A copy of the computations and allocations made will thereafter, for informational purposes only, promptly be delivered to each Service Recipient by the relevant Service Provider upon request. Payment of the Base Management Fee for any Quarter (whether in cash, Units, Property Partnership Redemption-Exchange Units or any combination of the foregoing) will be due and payable no later than the 45th day following the end of such Quarter. 7.2.2 For any Quarter in which the BPY General Partner determines that the Service Recipients have insufficient Available Cash to pay the Base Management Fee as well as the next regular distribution on Units, the Service Recipients may elect to pay all or a portion of the Base Management Fee payable in such Quarter in Units or Property Partnership Redemption-Exchange Units, provided that (i) any such election will be made within 45 days following the end of the applicable Quarter, and (ii) no such payment will be made in Property Partnership Redemption-Exchange Units without the written consent of the Managers. If the Service Recipients elect to pay all or a portion of the Base Management Fee in Units or Property Partnership Redemption-Exchange Units, BPY or the Property Partnership, as applicable, will issue, and the applicable Manager hereby agrees to acquire, Units or Property Partnership Redemption-Exchange Units, as applicable, equal to the portion of the Base Management Fee elected to be paid in Units or Property Partnership Redemption-Exchange Units divided by the Fair Market Value of a Unit on the date the Service Recipients make such election (provided that no fractional Units or Property Partnership Redemption-Exchange Units will be issued, and such number will be rounded down to the nearest whole number with the remainder payable to the Managers in cash). In such case, BPY or the Property Partnership, as applicable, shall apply such payment against the subscription price for such Units or Property Partnership Redemption-Exchange Units, as applicable. 7.2.3 If the Service Recipients elect to pay all or any portion of the Base Management Fee for any Quarter in Units or Property Partnership Redemption-Exchange Units, the Service Recipients will take or cause to be taken all appropriate action to issue such Units or Property Partnership Redemption-Exchange Units, as applicable, including any action required to ensure that such Units or Property Partnership Redemption-Exchange Units, as applicable, are issued in accordance with applicable Laws and listed on any applicable stock exchanges and public quotation systems.