COMPENSATION AND DISTRIBUTIONS Sample Clauses

COMPENSATION AND DISTRIBUTIONS. 5.1 As full and exclusive compensation for all of the services to be rendered by Manager during the Term of this Agreement, Owner shall pay to Manager at its principal office, or at such other place as Manager may from time to time designate in writing, and at the times hereinafter specified: (A) A monthly fee (the "Base Management Fee") equal to three percent (3%) of Gross Revenues derived for each calendar month of the Term; provided that if Gross Revenues for any calendar year exceed $350 million, then the Base Management Fee for such year shall be four percent (4%) of Gross Revenues for such calendar year and the resulting increase shall be paid in one installment with the last monthly payment of Base Management Fee for such year. The Base Management Fee shall be payable five (5) days after delivery to Owner of the monthly financial statements referred to in Section 3.11 (each such date being hereinafter referred to as a "Payment Date") and shall be calculated based upon the Gross Revenues of the Facilities during the preceding month as set forth in such financial statements. Notwithstanding the foregoing, if Gross Revenues for any three (3) consecutive month period in any calendar year beginning as of January 1, 1998, represent annualized Gross Revenues for such calendar year in excess of $350 million, then the monthly Base Management Fee thenceforth payable to Manager during such calendar year shall be an amount equal to four percent (4%) of Gross Revenues derived for each calendar month of the Term; provided, however, that if the actual Gross Revenues for any calendar year did not exceed $350 million, then the one percent (1%) overpayment of the Base Management Fee shall be offset against installments of the Base Management Fee next becoming due to Manager; and, provided, further, that if an Event of Default exists for failure to pay Rent under any Facility Sublease, then the amount of any overpayment of the Base Management Fee shall instead be paid by Manager for and on behalf of Owner to the owner of the Facility under the specified Facility Sublease to remedy the Event of Default, with the remainder of such overpayment (if any) used to offset against installments of the Base Management Fee next becoming due to Manager. For purposes of determining whether the actual Gross Revenues for the calendar year ending December 31, 1998 exceeded $350 million, Gross Revenues for the Facilities shall be calculated using both (i) revenues and income received b...