Common use of Partnership Management Fee Clause in Contracts

Partnership Management Fee. The General Partner shall cause the Partnership to pay to the Asset Manager pursuant to the Management Agreement an annual Partnership Management Fee (“Partnership Management Fee”) equal to (x) so long as LMLP GP is the General Partner, Inland’s Percentage Interest multiplied by three hundred seventy five thousandths of a percent (0.375%) of the Equity Capital for a fiscal year (pro rated for partial years), or (y) so long as LMLP GP is no longer the General Partner, three hundred seventy five thousandths of a percent (0.375%) of the Equity Capital for a fiscal year (pro rated for partial years), in either case payable monthly and adjusted as provided herein. Within thirty (30) days of the Partnership’s receipt of the annual reports described in Section 4.3 hereof for a fiscal year, the Asset Manager shall provide to the Partners a written statement of reconciliation (which the Partners shall have the right to contest) setting forth (x) the Equity Capital for such fiscal year (or partial year) and the Partnership Management Fee payable to the Asset Manager in connection therewith, pursuant to this Agreement, (y) the Partnership Management Fee already paid by the Partnership to the Asset Manager during such fiscal year (or partial year), and (z) either the amount owed to the Asset Manager by the Partnership (which shall be the excess, if any, of the Partnership Management Fee payable to the Asset Manager for such fiscal year (or partial year) pursuant to this Agreement over the Partnership Management Fee actually paid by the Partnership to the Asset Manager for such fiscal year (or partial year)) or the amount owed to the Partnership by the Asset Manager (which shall be the excess, if any, of the Partnership Management Fee actually paid by the Partnership to the Asset Manager for such fiscal year (or partial year) over the Partnership Management Fee payable to the Asset Manager for such fiscal year pursuant to this Agreement). The Asset Manager or the Partnership, as the case may be, shall pay to the other the amount owed pursuant to clause (z) above within five (5) Business Days of the receipt by the Partners of the written statement of reconciliation described in this Section 3.10(b). In addition, a credit in an amount equal to three hundred seventy five thousandths of a percent (0.375%) of the Equity Capital for a fiscal year (pro rated for partial years), less the Partnership Management Fee, as adjusted above (or the applicable portion thereof), shall accrue and be reserved on the Partnership books until a Capital Call is made by the General Partner in accordance with Section 5.1(b) hereof, whereupon the amount of the credit shall be applied, in whole or in part, to the extent necessary to fund LMLP’s pro rata shares of such Capital Call and will be treated for purposes of this Agreement as if each pro rata share of such amount were an actual Capital Contribution made by the respective LMLP Partner which (1) reduces the respective aggregate Capital Commitment of each LMLP Partner and (2) gives rise to an entitlement to allocations (but only out of subsequent Profits), and related distributions, in amounts that reflect the amounts that would have been allocated and distributed if such notional capital contributions had constituted actual Capital Contributions, including a return of such notional capital contributions to LMLP pursuant to Section 7.1 hereof.

Partnership Management Fee. The General Partner Partnership shall cause the Partnership to pay to the Asset Manager pursuant to the Management Agreement an annual Partnership Management Fee (“Partnership Management Fee”) equal to (x) so long as LMLP GP is the General Partner, Inland’s Percentage Interest multiplied by three hundred seventy five thousandths of a percent (0.375%) of the Equity Capital for a fiscal year (pro rated for partial years), or (y) so long as LMLP GP is no longer the General Partner, three hundred seventy five thousandths of a percent (0.375%) of the Equity Capital for a fiscal year (pro rated for partial years), in either case payable monthly and adjusted as provided herein. Within thirty (30) days of the Partnership’s receipt of the annual reports described in Section 4.3 hereof of the Partnership Agreement for a fiscal year, the Asset Manager shall provide to the Partners Partnership a written statement of reconciliation (which the Partners shall have the right to contest) setting forth (x) the Equity Capital for such fiscal year (or partial year) and the Partnership Management Fee payable to the Asset Manager in connection therewith, pursuant to this Agreement, (y) the Partnership Management Fee already paid by the Partnership to the Asset Manager during such fiscal year (or partial year), and (z) either the amount owed to the Asset Manager by the Partnership (which shall be the excess, if any, of the Partnership Management Fee payable to the Asset Manager for such fiscal year (or partial year) pursuant to this Agreement over the Partnership Management Fee actually paid by the Partnership to the Asset Manager for such fiscal year (or partial year)) or the amount owed to the Partnership by the Asset Manager (which shall be the excess, if any, of the Partnership Management Fee actually paid by the Partnership to the Asset Manager for such fiscal year (or partial year) over the Partnership Management Fee payable to the Asset Manager for such fiscal year pursuant to this Agreement). The Asset Manager or the Partnership, as the case may be, shall pay to the other the amount owed pursuant to clause (z) above within five (5) Business Days of the receipt by the Partners Inland of the written statement of reconciliation described in this Section 3.10(b). In addition, a credit in an amount equal to three hundred seventy five thousandths of a percent (0.375%) of the Equity Capital for a fiscal year (pro rated for partial years), less the Partnership Management Fee, as adjusted above (or the applicable portion thereof), shall accrue and be reserved on the Partnership books until a Capital Call is made by the General Partner in accordance with Section 5.1(b) hereof, whereupon the amount of the credit shall be applied, in whole or in part, to the extent necessary to fund LMLP’s pro rata shares of such Capital Call and will be treated for purposes of this Agreement as if each pro rata share of such amount were an actual Capital Contribution made by the respective LMLP Partner which (1) reduces the respective aggregate Capital Commitment of each LMLP Partner and (2) gives rise to an entitlement to allocations (but only out of subsequent Profits), and related distributions, in amounts that reflect the amounts that would have been allocated and distributed if such notional capital contributions had constituted actual Capital Contributions, including a return of such notional capital contributions to LMLP pursuant to Section 7.1 hereof10.