Annual Advisory Fee. A. For calendar quarters beginning prior to January 1, 2010, the following information applies:
Annual Advisory Fee. As consideration for providing the Services to Parent and its direct and indirect subsidiaries, subject to Section 2(c), in respect of each fiscal year, including fiscal year 2011, Parent shall pay in cash to Advisor an annual advisory fee (the “Advisory Fee”) in an aggregate amount equal to the greater of (i) $1,000,000 and (ii) 3.0% of Consolidated EBITDA (as defined in the Credit Agreement, as the same may be amended from time to time) for the prior fiscal year (the “Formula Amount”), due and payable in advance on each anniversary of the date hereof or if such date is not a Business Day, the next Business Day (each, a “Payment Date”); provided that for purposes of the calculation and payment of the Advisory Fee due and payable in respect of each fiscal year, (1) Parent shall pay Advisor an amount in cash equal to $1,000,000 on the applicable Payment Date (the “Estimated Payment”) and (2) upon the completion of the preparation of annual consolidated financial statements of Parent in respect of the applicable prior fiscal year, Parent will promptly deliver to Advisor a statement setting forth the actual Advisory Fee payable in respect of such fiscal year taking into account the Consolidated EBITDA for such fiscal year as reflected on such financial statements (the “Actual Amount”) and the amount (if any) by which the Estimated Payment is less than the Actual Amount, and pay Advisor in cash the amount of such shortfall; and provided further that the Payment Date for the Estimated Payment in respect of fiscal year 2011 shall be the date hereof, concurrently with the Closing. Such payments, to the extent not timely paid (but, for the avoidance of doubt, such payments shall be made to the extent permitted under the Financing Documents), shall accrue interest at the per annum rate of 10.0%, compounded quarterly, from
Annual Advisory Fee. As consideration payable to the Advisors or any of their Affiliates for providing the Services to the Companies and their direct and indirect subsidiaries, AVSC shall pay to the Advisors an annual advisory fee (the “Advisory Fee”) in an aggregate amount equal to $1,500,000, due and payable in advance on each anniversary of the date hereof or if such date is not a business day, the next business day; provided that the annual fee in respect of the first full year shall be paid on the date hereof. The Advisory Fee shall be apportioned among the Advisors as follows: (i) 50% to Olympus and (ii) 50% to Goldman; provided that, if, at any time after the date hereof, there is a change in the number of Class A Units owned by the Affiliates of either Advisor, the amounts payable to the Advisors pursuant to this Section 5(b) shall be adjusted and thereafter be payable to the Advisors pro rata in accordance with the proportion that the number of Class A Units owned by the Affiliates of each Advisor bears to the aggregate number of Class A Units owned by the Affiliates of both Advisors (after giving effect to any changes in the Class A Units of the Affiliates of each Advisor) (this proportion, the “Pro Rata Proportion”). Such payments shall accrue to the extent not paid. In the case of an Initial Public Offering (as defined in the LLC Agreement), the Companies shall pay to each Advisor (or an affiliate of such Advisor designated by it), in addition to the fees payable above, an amount equal to its Pro Rata Proportion of the net present value (using a discount rate equal to the then yield on U.S. Treasury Securities of like maturity) of the Advisory Fee that would have been payable to the Advisors over the remaining term of this Agreement. In the case of a Change of Control (as defined in the LLC Agreement), the Companies shall pay to each Advisor (or an affiliate of such Advisor designated by it), in addition to the fees payable above, its Pro Rata Proportion of the greater of (i) 1.0% of the total consideration to be received by the owners of PSAV Holdings as a result of the transaction (or series of transactions) that causes the Change of Control (as determined by the board of managers of PSAV Holdings), and (ii) an amount equal to the net present value (using a discount rate equal to the then yield on U.S. Treasury Securities of like maturity) of the Advisory Fee that would have been payable to the Advisors over the remaining term of this Agreement.
Annual Advisory Fee. As consideration payable to the Advisors or any of their Affiliates for providing the Services to the Companies and their direct and indirect subsidiaries, the Companies shall pay to the Advisors an annual advisory fee (the "Advisory Fee") in an aggregate amount equal to the greater of (i) $2,200,000 and (ii) 1.8% of Consolidated Adjusted EBITDA (as defined in the Credit and Guaranty Agreement, dated as of the date hereof, among the Company, certain subsidiaries of the Company and the lenders thereto, as amended from time to time) for the prior fiscal year, due and payable in advance on each anniversary of the date hereof; provided that the annual fee in respect of the first full year shall be paid on October 1, 2007. The Advisory Fee shall be apportioned among the Advisors as follows: (i) 45.4545455% to Veritas, (ii) 31.8181818% to Golden Gate, and (iii) 22.72727273% to Goldman; provided that, if, at any time after the date hereof, there is a change in the Percentage Interests of VGG Holding owned by the Affiliates of any Advisor, the amounts payable to the Advisors pursuant to this Section 5(b) shall be adjusted and thereafter be payable to the Advisors pro rata in accordance with the proportion that the Percentage Interests of the Affiliates of each Advisor bears to the aggregate Percentage Interests of the Affiliates of all Advisors (after giving effect to any changes in the Percentage Interests of the Affiliates of each Advisor). Such payments shall accrue to the extent not paid.
Annual Advisory Fee. The Advisor shall be paid, for the services the Advisor renders to the Company pursuant to this Advisory Agreement, an annual advisory fee, payable monthly, equal to 1-1/4% of Average Invested Assets of the Company (the "Advisory Fee"). This fee is reduced to 1.0% on average invested assets from $35 million to $50 million and to .75% on average invested assets over $50 million. For purposes of this Agreement, "Average Invested Assets" of the Company shall be deemed to mean, for any period, the average of the aggregated book value of the assets of the Company invested, directly or indirectly, in loans (or an interest in loans) secured by real estate, and first mortgage bonds secured by real estate; before reserves for depreciation or bad debts or other similar non-cash reserves, computed by taking the average of such values at the end of each month during such period.
Annual Advisory Fee. You will pay us an annual advisory fee based on a percentage of the market value of assets upon which the fee is calculated. Please note all fees are subject to change. The annual advisory fee is calculated daily and applied, in arrears, on a quarterly basis and is due at the end of each quarter.
