Common use of Management and Other Fees Clause in Contracts

Management and Other Fees. (a) In consideration of the Services being rendered by the Managers, the Company will pay, or will cause to be paid, to the Managers an aggregate annual non-refundable and irrevocable management fee (the “Management Fee”) of $3,000,000, payable in quarterly installments in arrears at the end of each calendar quarter, subject to adjustment from time to time as set forth below. The initial Management Fee shall be pro rated to reflect the portion of the current calendar year which has elapsed prior to the Closing Date. The Management Fee shall be apportioned such that each Manager shall receive 50% of the Management Fee (including each installment payment thereof). (b) In the event the Company or any of its subsidiaries enters into a business combination transaction with another entity that is large enough to constitute a “significant subsidiary” of the Company under any of the relevant tests contained in Regulation S-X as promulgated by the Securities and Exchange Commission, the Company and the Managers will mutually agree, following good faith negotiations, on an appropriate increase in the Management Fee as warranted by the increase in the consolidated size of the Company. Such increase in the Management Fee will be pro rated on the basis of the number of days elapsed in the then applicable quarter in which such transaction is consummated. (c) To the extent the Company cannot pay, or cause to be paid, the Management Fee for any reason, including by reason of any prohibition on such payment pursuant to any applicable law or the terms of any agreement or indenture governing indebtedness of the Company or its subsidiaries, the payment by the Company or any of its subsidiaries to the Managers of the accrued and payable Management Fee will be deferred and will be payable immediately on the earlier of (i) the first date on which the payment of such deferred Management Fee is no longer prohibited under any such agreement or indenture applicable to the Company and the Company or its subsidiaries, as applicable, is otherwise able to make such payment, or cause such payment to be made and (ii) total or partial liquidation, dissolution or winding up of the Company. Notwithstanding anything to the contrary herein, under any applicable law or under any contract applicable to the Company or its subsidiaries, any forbearance of collection of the Management Fee by either Manager shall not be deemed to be a subordination of such payments to any other person, entity or creditor of the Company or its subsidiaries (including, without limitation, the other Manager). Any such forbearance shall be at such Manager’s sole option and discretion and shall in no way impair such Manager’s right to collect such payments or the other Manager’s right to collect any payment hereunder. Any installment of the Management Fee not paid on the scheduled due date shall not bear interest. (d) Notwithstanding anything to the contrary contained in this Agreement, the Requisite Managers may elect, in their sole discretion by the delivery of written notice to the Company, at any time in connection with or in anticipation of a Change of Control or an IPO to receive, in consideration of the Managers’ role in facilitating the same and in settlement of the termination of the Services, (i) any remaining accrued and unpaid Management Fees (including any accrued and unpaid installment payments thereof) payable by the Company under this Agreement and (ii) a single lump sum non-refundable and irrevocable cash payment (the “Lump Sum Fee”) equal to the lesser of (x) the then present value (using a discount rate equal to the yield to maturity on the date of such written notice of the class of outstanding U.S. government bonds having a final maturity closest to the eighth anniversary of the date of such election (the “Discount Rate”)) of all then current and future Management Fees payable under this Agreement, assuming the expiration of the Term is the eighth anniversary of the date of such election and (y) $50,000,000. Promptly after the receipt of such written notice (or at such other time as designated therein by the Requisite Managers), the Company shall pay the Lump Sum Fee and any accrued and unpaid Management Fees (including any accrued and unpaid installment payments thereof) to the Managers (or their respective designees) by wire transfer in same-day funds to the bank account or accounts designated by each Manager, which payment shall not be refundable under any circumstances. The Lump Sum Fee shall be apportioned such that each Manager shall receive 50% of the Lump Sum Fee. Upon the giving of such notice, the obligation of each Manager to provide the Services hereunder, and the obligations of the Company to pay Management Fees (except as provided in this Section 4(d)), shall be terminated, but all other provisions of this Agreement shall continue unaffected. For purposes of this Agreement, “Requisite Manager” shall mean (a) in connection with a Change of Control, both Managers (unless there is a Controlling Sponsor (as defined in the Shareholders Agreement) at such time, in which case the Manager that is an affiliate of such Controlling Sponsor shall be the only Requisite Manager) and (b) in connection with an IPO, both Managers (unless (i) the IPO was required by an Initiating Sponsor (as defined in the Shareholders Agreement), in which case the Manager that is an affiliate of the Initiating Sponsor shall be the only Requisite Manager or (ii) there is a Controlling Sponsor at such time, in which case the Manager that is an affiliate of such Controlling Sponsor shall be the only Requisite Manager).

Management and Other Fees. (a) In consideration of 4.1 As the Services being rendered by management fee for the Managersservices performed pursuant to Article II, the Company will pay, or will cause Owner agrees to be paid, to pay the Managers an aggregate annual non-refundable and irrevocable management fee (the “Management Fee”) of $3,000,000, payable in quarterly installments in arrears Agent at the end rate specified in Exhibit B and Exhibit C. Said fee shall be payable monthly, in arrears, on the first (1st) day of each calendar quartermonth. Agent shall withdraw said fee and all of its reimbursable expenses from the Bank Account for the Premises and shall account for same as provided for in Section 2.2 hereof. 4.2 With respect to any space occupied by the Owner, subject to adjustment from time to time as set forth below. The initial Management Fee the Agent shall be pro rated entitled to reflect no leasing commissions but shall be entitled to a management fee as though the Owner were paying rent at the average square foot rental rate being paid for comparable space in the Premises. 4.3 If Owner requests Agent to perform supervisory or administrative services with respect to any renovation, expansion, tenant fit-out work or other repair or construction project at the Premises which would involve "hard" costs in excess of One Hundred Thousand ($100,000.00) Dollars, Owner shall pay Agent a construction management fee equal to five (5%) percent of the "hard" costs of such work, such fee to be paid in three equal installments, one-third upon the commencement of such work, the second third upon fifty (50%) percent completion and a final payment upon substantial completion of the project. In addition, and whether or not Agent is paid the above specified supervisory fee, Owner shall reimburse Agent for the reasonable fees and disbursements of any architect, engineer, on-site manager and/or on-site job accountant engaged to monitor or perform any portion of such work. 4.4 Owner shall pay Agent Five Hundred ($500.00) Dollars to review the current calendar year which has elapsed prior plans and specifications prepared by each tenant doing alterations or renovations to its space, to verify that such plans are acceptable to landlord and consistent with any landlord design criteria applicable to the Closing DatePremises. The Management Fee shall be apportioned such that each Manager shall receive 50% of the Management Fee (including each installment payment thereof). (b) In the event Agent utilizes Agent's own in-house architect or engineer in lieu of retaining the Company services of an independent architect or any engineer, the amount of its subsidiaries enters into such reimbursement shall be based upon the approximate hourly wage and other benefits paid by Agent to such architect or engineer. 4.5 Owner shall pay Agent for implementing a business combination transaction with another entity that is large enough to constitute a “significant subsidiary” year round program of short term specialty retail leasing, including Christmas kiosks, carts, in line temporary space and special events, twenty-five (25%) percent of the Company under any gross annual income collected by Agent with respect to the leasing of the relevant tests contained in Regulation S-X as promulgated by the Securities and Exchange Commission, the Company and the Managers will mutually agree, following good faith negotiations, on an appropriate increase in the Management Fee as warranted by the increase in the consolidated size of the Companysuch specialty retail units. Such increase in the Management Fee amount may be deducted by Agent from Owner's operating funds on a monthly basis, as earned. Owner acknowledges that Agent will be pro rated on the basis of the number of days elapsed in the then applicable quarter in which such transaction is consummated. (c) To the extent the Company cannot pay, or cause to be paid, the Management Fee for any reason, including by reason of any prohibition on such payment pursuant to any applicable law or the terms of any agreement or indenture governing indebtedness of the Company or its subsidiaries, the payment by the Company or any of its subsidiaries allocate to the Managers of the accrued and payable Management Fee will be deferred and will be payable immediately on the earlier of (i) the first date on which the payment of such deferred Management Fee is no longer prohibited under any such agreement or indenture applicable to the Company and the Company or its subsidiariesmarketing fund/merchant's association, as applicable, is otherwise able certain costs of Agent's marketing program maintained from Agent's home office. Such charge shall not be billed to make Owner but rather to such payment, or cause such payment fund in an amount which will reasonably allocate to be made and (ii) total or partial liquidation, dissolution or winding up the Premises its proportionate share of the Company. Notwithstanding anything to the contrary herein, under any applicable law or under any contract cost involved in maintaining Agent's home office marketing operation applicable to the Company or its subsidiariesPremises and similar properties managed by Agent for others. 4.6 Owner authorizes Agent to institute a satellite communication marketing program for the Premises and if such program is successful, any forbearance of collection Owner shall pay Agent twenty (20%) percent of the Management Fee by either Manager shall not be deemed to be a subordination income generated therefrom during the term of each such payments to any other personcontract, entity or creditor of the Company or its subsidiaries (including, without limitation, the other Manager). Any such forbearance shall be at such Manager’s sole option and discretion and shall payable in no way impair such Manager’s right to collect such payments or the other Manager’s right to collect any payment hereunder. Any installment of the Management Fee not paid on the scheduled due date shall not bear interest. (d) Notwithstanding anything to the contrary contained in this Agreement, the Requisite Managers may elect, in their sole discretion by the delivery of written notice to the Company, at any time in connection with or in anticipation of a Change of Control or an IPO to receive, in consideration of the Managers’ role in facilitating the same and in settlement of the termination of the Services, (i) any remaining accrued and unpaid Management Fees (including any accrued and unpaid installment payments thereof) payable by the Company under this Agreement and (ii) a single lump sum non-refundable and irrevocable cash payment (the “Lump Sum Fee”) equal to the lesser of (x) the then present value (using a discount rate equal to the yield to maturity on full upon the date of Owner receives its first payments for each such written notice of the class of outstanding U.S. government bonds having a final maturity closest to the eighth anniversary of the date of such election (the “Discount Rate”)) of all then current and future Management Fees payable under this Agreement, assuming the expiration of the Term is the eighth anniversary of the date of such election and (y) $50,000,000. Promptly after the receipt of such written notice (or at such other time as designated therein by the Requisite Managers), the Company shall pay the Lump Sum Fee and any accrued and unpaid Management Fees (including any accrued and unpaid installment payments thereof) to the Managers (or their respective designees) by wire transfer in same-day funds to the bank account or accounts designated by each Manager, which payment shall not be refundable under any circumstances. The Lump Sum Fee shall be apportioned such that each Manager shall receive 50% of the Lump Sum Fee. Upon the giving of such notice, the obligation of each Manager to provide the Services hereunder, and the obligations of the Company to pay Management Fees (except as provided in this Section 4(d)), shall be terminated, but all other provisions of this Agreement shall continue unaffected. For purposes of this Agreement, “Requisite Manager” shall mean (a) in connection with a Change of Control, both Managers (unless there is a Controlling Sponsor (as defined in the Shareholders Agreement) at such time, in which case the Manager that is an affiliate of such Controlling Sponsor shall be the only Requisite Manager) and (b) in connection with an IPO, both Managers (unless (i) the IPO was required by an Initiating Sponsor (as defined in the Shareholders Agreement), in which case the Manager that is an affiliate of the Initiating Sponsor shall be the only Requisite Manager or (ii) there is a Controlling Sponsor at such time, in which case the Manager that is an affiliate of such Controlling Sponsor shall be the only Requisite Manager)contract executed.

Management and Other Fees. (a) In consideration of the Services being rendered by the Managers, the Company Companies will pay, or will cause to be paid, subject to Section 3(f), to the Managers an aggregate annual non-refundable and irrevocable management fee (the “Management Fee”) of $3,000,00010,000,000, that will accrue quarterly and be payable to the Managers in equal quarterly installments of $2,500,000 in arrears at the end of each calendar quarter, subject to adjustment from time to time as set forth below. The initial Management Fee shall be pro rated to reflect the portion of the current calendar year which has elapsed prior to the Closing Date. The Management Fee shall be apportioned such that each Manager shall receive 50% payable regardless of the Management Fee (including each installment payment thereof)level of Services provided during any fiscal quarter and shall not be refundable under any circumstances. (b) In consideration of the Services being rendered by the Managers in connection with the consummation of any financing or refinancing (equity or debt), dividend, recapitalization, acquisition (including the acquisition of intellectual property assets), disposition or spin-off or split-off transactions involving the Companies or any of their direct or indirect subsidiaries (however structured), the Companies will pay, or cause to the paid, subject to Section 3(f), upon the mutual request of the Managers a customary management fee (the “Subsequent Management Fee”) not to exceed three percent (3%) of the aggregate size of such transaction. (c) In the event the Company Companies or any of its their subsidiaries enters into and consummates a business combination transaction with another entity that is large enough to constitute a “significant subsidiary” of the Company under any of the relevant tests contained in Regulation S-X as promulgated by the Securities and Exchange Commissionentity, the Company Companies and the Managers will mutually agree, following good faith negotiations, on an appropriate increase in the Management Fee as warranted by the increase in the consolidated size of the CompanyCompanies resulting from such business combination transaction. Such increase in the Management Fee for the quarter in which such business transaction was consummated will be pro rated on the basis of the number of calendar days elapsed in the then applicable quarter in which such transaction is consummated. (cd) To the extent the Company Companies cannot pay, or cause to be paid, the Management Fee or any Subsequent Management Fee for any reason, including by reason of any prohibition on such payment pursuant to any applicable law or the terms of any agreement or indenture governing indebtedness of the Company Companies or its their subsidiaries, the payment by the Company Companies or any of its their subsidiaries to the Managers of the accrued and payable Management Fee or Subsequent Management Fee, as applicable, will be deferred and will be payable immediately on the earlier of (i) the first date on which the payment of such deferred Management Fee or Subsequent Management Fee is no longer prohibited under any such law, agreement or indenture applicable to the Company Companies and the Company Companies or its their subsidiaries, as applicable, is are otherwise able to make such payment, or cause such payment to be made and (ii) total or partial liquidation, dissolution or winding up of each of the CompanyCompanies. Notwithstanding anything to the contrary herein, under any applicable law 3 or under any contract applicable to the Company Companies or its their subsidiaries, any forbearance of collection of the Management Fee or Subsequent Management Fee, as applicable, by either Manager the Managers shall not be deemed to be a subordination of such payments to any other person, entity or creditor of the Company Companies or its subsidiaries (including, without limitation, the other Manager)their subsidiaries. Any such forbearance shall be at such Manager’s Managers’, acting together, sole option and discretion and shall in no way impair such Manager’s right to collect such payments or the other Manager’s right to collect any payment hereunderdiscretion. Any installment of the Management Fee or Subsequent Management Fee, as applicable, not paid on the scheduled due date shall not will bear interestinterest payable at the time such late payment is made, at an annual rate of 10% compounded quarterly, from the due date until paid. (de) Notwithstanding anything to the contrary contained in this Agreement, unless the Requisite Managers may electManagers, acting together, elect otherwise, in their sole discretion by the delivery of written notice to the CompanyCompanies, at any time in connection with or in anticipation the consummation of a Change an initial public offering of Control or an IPO to receive, in consideration any of the Managers’ role in facilitating Companies (or another entity formed for such purpose) (an “IPO”), the same and in settlement of the termination of the Services, (i) Managers shall receive any remaining accrued and unpaid Management Fees or Subsequent Management Fees (including any accrued and unpaid installment payments thereof) payable by the Company under this Agreement and (ii) a single lump sum non-refundable and irrevocable cash payment (the “Lump Sum Fee”) equal to the lesser of (x) the then present value (using a discount rate equal to the yield to maturity on the date of such written notice of the class of outstanding U.S. government bonds having a final maturity closest to the eighth anniversary of the date of such election (the “Discount Rate”)) of all then current and future Management Fees payable Companies under this Agreement, assuming . In connection with the expiration consummation of the Term is IPO, the eighth anniversary of the date of such election and (y) $50,000,000. Promptly after the receipt of such written notice (or at such other time as designated therein by the Requisite ManagersCompanies shall pay, subject to Section 3(f), the Company shall pay the Lump Sum Fee and any accrued and unpaid Management Fees or Subsequent Management Fees (including any accrued and unpaid installment payments thereof) to the Managers (or their respective designees) by wire transfer in same-day funds to the bank account or accounts designated by each Manager, which payment shall not be refundable under any circumstancescircumstances and the Term shall end. (f) Each payment made pursuant to this Section 3 will be paid by wire transfer of immediately available funds to the accounts specified on Schedule I hereto, or to such other account(s) as the respective Manager may specify to the Companies in writing prior to such payment. The Lump Sum Fee Each payment made pursuant to this Section 3 shall be apportioned such that each Manager shall receive 50% of allocated among the Lump Sum Fee. Upon the giving of such notice, the obligation of each Manager to provide the Services hereunder, and the obligations of the Company to pay Management Fees (except Managers as provided in this Section 4(d)), shall be terminated, but all other provisions of this Agreement shall continue unaffected. For purposes of this Agreement, “Requisite Manager” shall mean (a) in connection with a Change of Control, both Managers (unless there is a Controlling Sponsor (as defined in the Shareholders Agreement) at such time, in which case the Manager that is an affiliate of such Controlling Sponsor shall be the only Requisite Manager) and (b) in connection with an IPO, both Managers (unless follows: (i) the IPO was required by an Initiating Sponsor (as defined in the Shareholders Agreement)SLMC will be entitled to 50.0%, in which case the Manager that is an affiliate of the Initiating Sponsor shall be the only Requisite Manager or (ii) there is a Controlling Sponsor at such time, in which case TBMC will be entitled to 40.73% and (iii) TBPXIMC will be entitled to 9.27% (collectively the Manager that is an affiliate of such Controlling Sponsor shall be the only Requisite Manager“Initial Percentages”).

Management and Other Fees. 4.1 As the management fee for the services performed pursuant to Article II, the Owner agrees to pay the Agent at the rate specified in Exhibit B and Exhibit C. Said fee shall be payable monthly, in arrears, on the first (a1st) In consideration day of each calendar month. Agent shall withdraw said fee and all of its reimbursable expenses from the Bank Account for the Premises and shall account for same as provided for in Section 2.2 hereof. 4.2 With respect to any space occupied by the Owner, the Agent shall be entitled to no leasing commissions but shall be entitled to a management fee as though the Owner were paying rent at the average square foot rental rate being paid for comparable space in the Premises. 4.3 If Owner requests Agent to perform supervisory or administrative services with respect to any renovation, expansion, tenant fit-out work or other repair or construction project at the Premises which would involve "hard" costs in excess of One Hundred Thousand ($100,000.00) Dollars, Owner shall pay Agent a construction management fee equal to two (2%) percent of the Services being rendered by "hard" costs of such work, such fee to be paid in three equal installments, one-third upon the Managerscommencement of such work, the Company will paysecond third upon fifty (50%) percent completion and a final payment upon substantial completion of the project. In addition, and whether or will cause not Agent is paid the above specified supervisory fee, Owner shall reimburse Agent for the reasonable fees and disbursements of any architect, engineer, on-site manager and/or on-site job accountant engaged to be paidmonitor or perform any portion of such work. 4.4 Owner shall pay Agent Five Hundred ($500.00) Dollars to review the plans and specifications prepared by each tenant doing alterations or renovations to its space, to verify that such plans are acceptable to landlord and consistent with any landlord design criteria applicable to the Managers Premises. In the event Agent utilizes Agent's own in-house architect or engineer in lieu of retaining the services of an aggregate independent architect or engineer, the amount of such reimbursement shall be based upon the approximate hourly wage and other benefits paid by Agent to such architect or engineer. 4.5 Owner shall pay Agent for implementing a year round program of short term specialty retail leasing, including Christmas kiosks, carts, in line temporary space and special events, twenty-five (25%) percent of the gross annual non-refundable income collected by Agent with respect to the leasing of such specialty retail units. Such amount may be deducted by Agent from Owner's operating funds on a monthly basis, as earned. 4.6 Owner authorizes Agent to institute a satellite communication marketing program for the Premises and irrevocable management fee if such program is successful, Owner shall pay Agent twenty (20%) percent of the “Management Fee”) income generated therefrom during the term of $3,000,000each such contract, payable in quarterly installments in arrears at the end of each calendar quarter, subject to adjustment from time to time as set forth below. The initial Management Fee shall be pro rated to reflect the portion of the current calendar year which has elapsed prior to the Closing Date. The Management Fee shall be apportioned such that each Manager shall receive 50% of the Management Fee (including each installment payment thereof). (b) In the event the Company or any of its subsidiaries enters into a business combination transaction with another entity that is large enough to constitute a “significant subsidiary” of the Company under any of the relevant tests contained in Regulation S-X as promulgated by the Securities and Exchange Commission, the Company and the Managers will mutually agree, following good faith negotiations, on an appropriate increase in the Management Fee as warranted by the increase in the consolidated size of the Company. Such increase in the Management Fee will be pro rated on the basis of the number of days elapsed in the then applicable quarter in which such transaction is consummated. (c) To the extent the Company cannot pay, or cause to be paid, the Management Fee for any reason, including by reason of any prohibition on such payment pursuant to any applicable law or the terms of any agreement or indenture governing indebtedness of the Company or its subsidiaries, the payment by the Company or any of its subsidiaries to the Managers of the accrued and payable Management Fee will be deferred and will be payable immediately on the earlier of (i) the first date on which the payment of such deferred Management Fee is no longer prohibited under any such agreement or indenture applicable to the Company and the Company or its subsidiaries, as applicable, is otherwise able to make such payment, or cause such payment to be made and (ii) total or partial liquidation, dissolution or winding up of the Company. Notwithstanding anything to the contrary herein, under any applicable law or under any contract applicable to the Company or its subsidiaries, any forbearance of collection of the Management Fee by either Manager shall not be deemed to be a subordination of such payments to any other person, entity or creditor of the Company or its subsidiaries (including, without limitation, the other Manager). Any such forbearance shall be at such Manager’s sole option and discretion and shall in no way impair such Manager’s right to collect such payments or the other Manager’s right to collect any payment hereunder. Any installment of the Management Fee not paid on the scheduled due date shall not bear interest. (d) Notwithstanding anything to the contrary contained in this Agreement, the Requisite Managers may elect, in their sole discretion by the delivery of written notice to the Company, at any time in connection with or in anticipation of a Change of Control or an IPO to receive, in consideration of the Managers’ role in facilitating the same and in settlement of the termination of the Services, (i) any remaining accrued and unpaid Management Fees (including any accrued and unpaid installment payments thereof) payable by the Company under this Agreement and (ii) a single lump sum non-refundable and irrevocable cash payment (the “Lump Sum Fee”) equal to the lesser of (x) the then present value (using a discount rate equal to the yield to maturity on full upon the date of Owner receives its first payment for each such written notice of the class of outstanding U.S. government bonds having a final maturity closest to the eighth anniversary of the date of such election (the “Discount Rate”)) of all then current and future Management Fees payable under this Agreement, assuming the expiration of the Term is the eighth anniversary of the date of such election and (y) $50,000,000. Promptly after the receipt of such written notice (or at such other time as designated therein by the Requisite Managers), the Company shall pay the Lump Sum Fee and any accrued and unpaid Management Fees (including any accrued and unpaid installment payments thereof) to the Managers (or their respective designees) by wire transfer in same-day funds to the bank account or accounts designated by each Manager, which payment shall not be refundable under any circumstances. The Lump Sum Fee shall be apportioned such that each Manager shall receive 50% of the Lump Sum Fee. Upon the giving of such notice, the obligation of each Manager to provide the Services hereunder, and the obligations of the Company to pay Management Fees (except as provided in this Section 4(d)), shall be terminated, but all other provisions of this Agreement shall continue unaffected. For purposes of this Agreement, “Requisite Manager” shall mean (a) in connection with a Change of Control, both Managers (unless there is a Controlling Sponsor (as defined in the Shareholders Agreement) at such time, in which case the Manager that is an affiliate of such Controlling Sponsor shall be the only Requisite Manager) and (b) in connection with an IPO, both Managers (unless (i) the IPO was required by an Initiating Sponsor (as defined in the Shareholders Agreement), in which case the Manager that is an affiliate of the Initiating Sponsor shall be the only Requisite Manager or (ii) there is a Controlling Sponsor at such time, in which case the Manager that is an affiliate of such Controlling Sponsor shall be the only Requisite Manager)contract executed.

Management and Other Fees. (a) In consideration of the Services being rendered by the Managers, the Company will pay, or will shall cause its subsidiaries to be paidpay, to the Managers an aggregate annual non-refundable and irrevocable management fee (the “Management Fee”) of $3,000,0002,000,000, which amount shall increase annually by five percent (5%), beginning on the first anniversary of the Closing Date (the “Base Fee”), payable in quarterly installments in arrears at the end of each calendar quarter, subject to adjustment from time to time as set forth belowherein. The initial Management Fee shall be pro rated prorated to reflect deduct the portion of the current calendar year which has elapsed prior to the Closing Date. The Each installment of the Management Fee shall be apportioned among the Managers pro rata based on the percentage Interest in Newco held by each Manager and its Affiliates relative only to the percentage Interest in Newco of each of the other Managers and their Affiliates during the period in which such that installment accrues. Unless any Manager abstains from receipt of all or any portion of the Management Fee, each Manager shall receive 50% be paid its proportionate share of each installment of the Management Fee (including each installment payment thereof)on the same date. (b) In the event the Company or any of its subsidiaries enters into a business combination transaction with another entity that is large enough to constitute a “significant subsidiary” of the Company under any of the relevant tests contained in Regulation S-X as promulgated by the Securities and Exchange Commission, the Company and the Managers will mutually agree, following good faith negotiations, on an appropriate increase in the Management Fee as warranted by the increase in the consolidated size of the Company. Such increase in the Management Fee will be pro rated on the basis of the number of days elapsed in the then applicable quarter in which such transaction is consummated. (c) To the extent the Company and its subsidiaries cannot pay, or cause to be paid, the Management Fee for any reason, including by reason of any prohibition on such payment pursuant to any applicable law or the terms of any agreement or indenture governing indebtedness contract (including any debt financing) of the Company or its subsidiaries, the payment by by, as applicable, the Company or any of its subsidiaries to the Managers of the accrued and payable Management Fee will be deferred and will be payable immediately on the earlier of (i) the first date on which the payment of such deferred Management Fee is no longer prohibited under by applicable law or the terms of any such agreement or indenture applicable to contract (including any debt financing) of the Company and the Company or and/or its subsidiaries, as applicable, is and the Company or its subsidiaries are otherwise able to make such payment, payment or to cause such payment to be made and (ii) a total or partial liquidation, dissolution or winding up of the Company. Notwithstanding anything to the contrary herein, under any applicable law or under any contract applicable to the Company or its subsidiaries, any forbearance of collection abstention from receipt of the Management Fee by either any Manager shall not be deemed to be a subordination of such payments to any other person, entity or creditor of the Company or its subsidiaries (including, without limitation, the other ManagerManagers). Any such forbearance abstention shall be at such Manager’s sole option and discretion and shall in no way impair such Manager’s right to receive and collect such payments or the other Manager’s Managers’ right to receive and collect any payment hereunder. Any installment of the Management Fee not paid on the scheduled due date shall not (excluding any abstention from all or any portion of such payment by any Manager) will bear interest, payable in cash on each scheduled due date, at an annual rate of 9%, compounded quarterly, from the date due until paid. (dc) Notwithstanding anything to the contrary contained in this Agreement, immediately following the Requisite Managers may electconsummation of an IPO, in their sole discretion this Agreement shall automatically terminate unless the Company, by the delivery of a written notice to the CompanyManagers prior to such consummation, at any time otherwise elects to continue this Agreement in connection with or in anticipation full force and effect. In the event of a Change of Control or an IPO to receive, in consideration of the Managers’ role in facilitating the same and in settlement of the termination of this Agreement pursuant to the Servicesimmediately preceding sentence, upon such termination, the Company shall pay, or shall cause its subsidiaries to pay, (i) any remaining accrued and unpaid Management Fees and Out-of-Pocket Expenses (including any accrued and unpaid installment payments thereofas defined below) payable by the Company and its subsidiaries under this Agreement and (ii) a single lump sum non-refundable nonrefundable and irrevocable cash payment (the “Lump Sum Fee”) equal to the lesser of (x) the then present value (using a discount rate equal to the yield to maturity on the date of such written notice of the class of outstanding U.S. government bonds having a final maturity closest to the eighth tenth anniversary of the date of such election termination (the “Discount Rate”)) of all then current and future Management Fees payable under this Agreement, assuming the expiration of the Term is the eighth tenth anniversary of the date of such election termination, and (y) $50,000,000. Promptly after the receipt such payment of such written notice (or at such other time as designated therein by the Requisite Managers), the Company shall pay the Lump Sum Fee and any accrued and unpaid Management Fees (including any accrued and unpaid installment payments thereof) Out-of-Pocket Expenses shall be made to the Managers (or their respective designees) by wire transfer in same-day funds to the bank account or accounts designated by each Manager, which payment shall not be refundable under any circumstances. The Lump Sum Fee shall be apportioned such that among the Managers pro rata based on the percentage Interest in Newco held by each Manager shall receive 50% and its Affiliates relative only to the percentage Interest in Newco of each of the Lump Sum Feeother Managers and their Affiliates as of the date of termination pursuant to this Section 4(c). Upon the giving of such noticetermination pursuant to this Section 4(c), the obligation obligations of each Manager to provide the Services hereunder, and the obligations of the Company to pay pay, and to cause its subsidiaries to pay, Management Fees (except as provided in this Section 4(d4(c)), shall be terminated, but all other provisions of this Agreement shall continue unaffected. For purposes . (d) To the extent the Company or its subsidiaries do not pay, or cause to be paid, any portion of this Agreementthe Lump Sum Fee by reason of any prohibition on such payment pursuant to any applicable law, “Requisite Manager” shall mean the terms of any contract (aincluding any debt financing) in connection with a Change of Controlthe Company or its subsidiaries, both Managers (unless there is a Controlling Sponsor (as defined in any unpaid portion of the Shareholders Agreement) at such time, in which case the Manager that is an affiliate of such Controlling Sponsor Lump Sum Fee shall be paid to the only Requisite Manager) and (b) in connection with an IPO, both Managers (unless immediately on the earlier of (i) the IPO was required first date on which the payment of such unpaid amount is no longer prohibited by an Initiating Sponsor applicable law or the terms of any contract (as defined in the Shareholders Agreement), in which case the Manager that is an affiliate including any debt financing) of the Initiating Sponsor shall Company or its subsidiaries, as applicable, and the Company or its subsidiaries are otherwise able to make such payment or to cause such payment to be the only Requisite Manager or made and (ii) there is a Controlling Sponsor at such timetotal or partial liquidation, in which case dissolution or winding up of the Company. Notwithstanding anything to the contrary herein, under any applicable law or under any contract applicable to the Company or its subsidiaries, any abstention from receipt of the Lump Sum Fee by any Manager that is an affiliate shall not be deemed to be a subordination of such Controlling Sponsor payments to any other person, entity or creditor of the Company or its subsidiaries (including, without limitation, the other Managers). Any such abstention shall be at each such Manager’s sole option and discretion and shall in no way impair such Manager’s right to receive and collect such payments or the only Requisite other Managers’ right to receive and collect any payment hereunder. Any portion of the Lump Sum Payment not paid on the scheduled due date (excluding any abstention from all or any portion of such payment by any Manager)) shall bear interest at an annual rate of 9%, compounded quarterly, from the date due until paid.

Management and Other Fees. (a) In consideration of the Services being rendered by the Managers, the Company Companies will pay, or will cause to be paid, subject to Section 3(f), to the Managers an aggregate annual non-refundable and irrevocable management fee (the “Management Fee”) of $3,000,00010,000,000, that will accrue quarterly and be payable to the Managers in equal quarterly installments of $2,500,000 in arrears at the end of each calendar quarter, subject to adjustment from time to time as set forth below. The initial Management Fee shall be pro rated to reflect the portion of the current calendar year which has elapsed prior to the Closing Date. The Management Fee shall be apportioned such that each Manager shall receive 50% payable regardless of the Management Fee (including each installment payment thereof)level of Services provided during any fiscal quarter and shall not be refundable under any circumstances. (b) In consideration of the Services being rendered by the Managers in connection with the consummation of any financing or refinancing (equity or debt), dividend, recapitalization, acquisition (including the acquisition of intellectual property assets), disposition or spin-off or split-off transactions involving the Companies or any of their direct or indirect subsidiaries (however structured), the Companies will pay, or cause to the paid, subject to Section 3(f), upon the mutual request of the Managers a customary management fee (the “Subsequent Management Fee”) not to exceed three percent (3%) of the aggregate size of such transaction. (c) In the event the Company Companies or any of its their subsidiaries enters into and consummates a business combination transaction with another entity that is large enough to constitute a “significant subsidiary” of the Company under any of the relevant tests contained in Regulation S-X as promulgated by the Securities and Exchange Commissionentity, the Company Companies and the Managers will mutually agree, following good faith negotiations, on an appropriate increase in the Management Fee as warranted by the increase in the consolidated size of the CompanyCompanies resulting from such business combination transaction. Such increase in the Management Fee for the quarter in which such business transaction was consummated will be pro rated on the basis of the number of calendar days elapsed in the then applicable quarter in which such transaction is consummated. (cd) To the extent the Company Companies cannot pay, or cause to be paid, the Management Fee or any Subsequent Management Fee for any reason, including by reason of any prohibition on such payment pursuant to any applicable law or the terms of any agreement or indenture governing indebtedness of the Company Companies or its their subsidiaries, the payment by the Company Companies or any of its their subsidiaries to the Managers of the accrued and payable Management Fee or Subsequent Management Fee, as applicable, will be deferred and will be payable immediately on the earlier of (i) the first date on which the payment of such deferred Management Fee or Subsequent Management Fee is no longer prohibited under any such law, agreement or indenture applicable to the Company Companies and the Company Companies or its their subsidiaries, as applicable, is are otherwise able to make such payment, or cause such payment to be made and (ii) total or partial liquidation, dissolution or winding up of each of the CompanyCompanies. Notwithstanding anything to the contrary herein, under any applicable law or under any contract applicable to the Company Companies or its their subsidiaries, any forbearance of collection of the Management Fee or Subsequent Management Fee, as applicable, by either Manager the Managers shall not be deemed to be a subordination of such payments to any other person, entity or creditor of the Company Companies or its subsidiaries (including, without limitation, the other Manager)their subsidiaries. Any such forbearance shall be at such Manager’s Managers’, acting together, sole option and discretion and shall in no way impair such Manager’s right to collect such payments or the other Manager’s right to collect any payment hereunderdiscretion. Any installment of the Management Fee or Subsequent Management Fee, as applicable, not paid on the scheduled due date shall not will bear interestinterest payable at the time such late payment is made, at an annual rate of 10% compounded quarterly, from the due date until paid. (de) Notwithstanding anything to the contrary contained in this Agreement, unless the Requisite Managers may electManagers, acting together, elect otherwise, in their sole discretion by the delivery of written notice to the CompanyCompanies, at any time in connection with or in anticipation the consummation of a Change an initial public offering of Control or an IPO to receive, in consideration any of the Managers’ role in facilitating Companies (or another entity formed for such purpose) (an “IPO”), the same and in settlement of the termination of the Services, (i) Managers shall receive any remaining accrued and unpaid Management Fees or Subsequent Management Fees (including any accrued and unpaid installment payments thereof) payable by the Company under this Agreement and (ii) a single lump sum non-refundable and irrevocable cash payment (the “Lump Sum Fee”) equal to the lesser of (x) the then present value (using a discount rate equal to the yield to maturity on the date of such written notice of the class of outstanding U.S. government bonds having a final maturity closest to the eighth anniversary of the date of such election (the “Discount Rate”)) of all then current and future Management Fees payable Companies under this Agreement, assuming . In connection with the expiration consummation of the Term is IPO, the eighth anniversary of the date of such election and (y) $50,000,000. Promptly after the receipt of such written notice (or at such other time as designated therein by the Requisite ManagersCompanies shall pay, subject to Section 3(f), the Company shall pay the Lump Sum Fee and any accrued and unpaid Management Fees or Subsequent Management Fees (including any accrued and unpaid installment payments thereof) to the Managers (or their respective designees) by wire transfer in same-day funds to the bank account or accounts designated by each Manager, which payment shall not be refundable under any circumstancescircumstances and the Term shall end. (f) Each payment made pursuant to this Section 3 will be paid by wire transfer of immediately available funds to the accounts specified on Schedule I hereto, or to such other account(s) as the respective Manager may specify to the Companies in writing prior to such payment. The Lump Sum Fee Each payment made pursuant to this Section 3 shall be apportioned such that each Manager shall receive 50% of allocated among the Lump Sum Fee. Upon the giving of such notice, the obligation of each Manager to provide the Services hereunder, and the obligations of the Company to pay Management Fees (except Managers as provided in this Section 4(d)), shall be terminated, but all other provisions of this Agreement shall continue unaffected. For purposes of this Agreement, “Requisite Manager” shall mean (a) in connection with a Change of Control, both Managers (unless there is a Controlling Sponsor (as defined in the Shareholders Agreement) at such time, in which case the Manager that is an affiliate of such Controlling Sponsor shall be the only Requisite Manager) and (b) in connection with an IPO, both Managers (unless follows: (i) the IPO was required by an Initiating Sponsor (as defined in the Shareholders Agreement)SLMC will be entitled to 50.0%, in which case the Manager that is an affiliate of the Initiating Sponsor shall be the only Requisite Manager or (ii) there is a Controlling Sponsor at such time, in which case TBMC will be entitled to 40.73% and (iii) TBPXIMC will be entitled to 9.27% (collectively the Manager that is an affiliate of such Controlling Sponsor shall be the only Requisite Manager“Initial Percentages”).

Management and Other Fees. (a) In consideration of the Services being rendered by the Managers, the Company will pay, or will cause to be paid, to the Managers an aggregate annual non-refundable and irrevocable management fee (the “Management Fee”) ), by wire transfer of immediately available funds to the bank account or accounts designated by each Manager, of $3,000,0004,000,000, payable in quarterly installments in arrears at the end of each calendar quarter, subject to adjustment from time to time as set forth below. The initial Management Fee shall be pro rated to reflect the portion of the current calendar year which has elapsed prior to the Closing Date. The Management Fee shall be apportioned such that each Manager shall receive 50% of the Management Fee (including each installment payment thereof)) shall be apportioned (i) one-half (1/2) to SLMC and (ii) one-half (1/2) to SLMCS. The Management Fee shall be payable regardless of the level of Services provided during any fiscal quarter and shall not be refundable under any circumstances. (b) In the event the Company or any of its subsidiaries enters into a business combination transaction with another entity that is large enough to constitute a “significant subsidiary” of the Company under any of the relevant tests contained in Regulation S-X as promulgated by the Securities and Exchange Commission, the Company and the Managers will mutually agree, following good faith negotiations, on an appropriate increase in the Management Fee as warranted by the increase in the consolidated size of the Company. Such increase in the Management Fee will be pro rated on the basis of the number of days elapsed in the then applicable quarter in which such transaction is consummated. (c) To the extent the Company cannot pay, or cause to be paid, the Management Fee for any reason, including by reason of any prohibition on such payment pursuant to any applicable law or the terms of any agreement or indenture governing indebtedness of the Company or its subsidiaries, the payment by the Company or any of its subsidiaries to the Managers of the accrued and payable Management Fee will be deferred and will be payable immediately on the earlier of (i) the first date on which the payment of such deferred Management Fee is no longer prohibited under any such agreement or indenture applicable to the Company and the Company or its subsidiaries, as applicable, is otherwise able to make such payment, or cause such payment to be made and (ii) total or partial liquidation, dissolution or winding up of the Company. Notwithstanding anything to the contrary herein, under any applicable law or under any contract applicable to the Company or its subsidiaries, any forbearance of collection of the Management Fee by either Manager shall not be deemed to be a subordination of such payments to any other person, entity or creditor of the Company or its subsidiaries (including, without limitation, the other Manager). Any such forbearance shall be at such Manager’s sole option and discretion and shall in no way impair such Manager’s right to collect such payments or the other Manager’s right to collect any payment hereunder. Any installment of the Management Fee not paid on the scheduled due date shall not bear interest. (d) Notwithstanding anything to the contrary contained in this Agreement, the Requisite Managers (as defined below) may elect, in their sole discretion by the delivery of written notice to the Company, at any time in connection with or in anticipation of a Change of Control or an IPO Initial Public Offering to receive, in consideration of the Managers’ role in facilitating the same and in settlement of the termination of the Services, (i) any remaining accrued and unpaid Management Fees (including any accrued and unpaid installment payments thereof) payable by the Company under this Agreement and (ii) a single lump sum non-refundable and irrevocable cash payment (the “Lump Sum Fee”) equal to the lesser of (x) the then present value (using a discount rate equal to the yield to maturity on the date of such written notice of the class of outstanding U.S. government bonds having a final maturity closest to the eighth anniversary of the date of such election (the “Discount Rate”)) of all then current and future Management Fees payable under this Agreement, assuming the expiration of the Term is the eighth anniversary of the date of such election and (y) $50,000,000. Promptly after the receipt of such written notice (or at such other time as designated therein by the Requisite Managerstherein), the Company shall pay the Lump Sum Fee and any accrued and unpaid Management Fees (including any accrued and unpaid installment payments thereof) to the Managers (or their respective designees) by wire transfer in same-day funds to the bank account or accounts designated by each Manager, which payment shall not be refundable under any circumstances. The Lump Sum Fee shall be apportioned such that each Manager shall receive 50% of the Lump Sum Fee. Upon the giving of such notice, the obligation of each Manager to provide the Services hereunder, and the obligations of the Company to pay Management Fees (except as provided in this Section 4(d)), shall be terminated, but all other provisions of this Agreement shall continue unaffected. For purposes of this Agreement, “Requisite ManagerManagers” shall mean (a) in connection with a both Managers, unless any Change of Control, both Managers Control or Initial Public Offering was approved (unless there is a Controlling Sponsor i) by the SLP Directors (as defined in the Sponsor Shareholders Agreement) at such time, in which case the Manager that is an affiliate of such Controlling Sponsor shall be the only Requisite Manager) and (b) in connection with an IPO, both Managers (unless (i) the IPO was required by an Initiating Sponsor following a Director Deadlock (as defined in the Sponsor Shareholders Agreement) or (ii) by the Silver Lake Partners Investors following a Sponsor Deadlock (as defined in the Sponsor Shareholders Agreement), in which case the Manager that is an affiliate of the Initiating Sponsor shall be the only Requisite Manager or (ii) there is a Controlling Sponsor at such time, in which case the Manager that is an affiliate of such Controlling Sponsor SLMC shall be the only Requisite Manager).

Management and Other Fees. 4.1 As the management fee for the services performed pursuant to Article II, the Owner agrees to pay the Agent at the rate specified in Exhibit B and Exhibit C. Said fee shall be payable monthly, in arrears, on the first (a1st) In consideration day of each calendar month. Agent shall withdraw said fee and all of its reimbursable expenses from the Bank Account for the Premises and shall account for same as provided for in Section 2.2 hereof. 4.2 With respect to any space occupied by the Owner, the Agent shall be entitled to no leasing commissions but shall be entitled to a management fee as though the Owner were paying rent at the average square foot rental rate being paid for comparable space in the Premises. 4.3 If Owner requests Agent to perform supervisory or administrative services with respect to any renovation, expansion, tenant fit-out work or other repair or construction project at the Premises which would involve “hard” costs in excess of One Hundred Thousand ($100,000.00) Dollars, Owner shall pay Agent a construction management fee equal to five (5%) percent of the Services being rendered by “hard” costs of such work, such fee to be paid in three equal installments, one-third upon the Managerscommencement of such work, the Company will paysecond third upon fifty (50%) percent completion and a final payment upon substantial completion of the project. In addition, and whether or will cause not Agent is paid the above specified supervisory fee, Owner shall reimburse Agent for the reasonable fees and disbursements of any architect, engineer, on-site manager and/or on-site job accountant engaged to be paidmonitor or perform any portion of such work. 4.4 Owner shall pay Agent Five Hundred ($500.00) Dollars to review the plans and specifications prepared by each tenant doing alterations or renovations to its space, to verify that such plans are acceptable to landlord and consistent with any landlord design criteria applicable to the Managers Premises. In the event Agent utilizes Agent’s own in-house architect or engineer in lieu of retaining the services of an aggregate annual non-refundable independent architect or engineer, the amount of such reimbursement shall be based upon the approximate hourly wage and irrevocable management fee other benefits paid by Agent to such architect or engineer. 4.5 Owner authorizes Agent to institute a satellite communication marketing program for the Premises and if such program is successful, Owner shall pay Agent twenty (20%) percent of the “Management Fee”) income generated therefrom during the term of $3,000,000each such contract, payable in quarterly installments in arrears at the end of each calendar quarter, subject to adjustment from time to time as set forth below. The initial Management Fee shall be pro rated to reflect the portion of the current calendar year which has elapsed prior to the Closing Date. The Management Fee shall be apportioned such that each Manager shall receive 50% of the Management Fee (including each installment payment thereof). (b) In the event the Company or any of its subsidiaries enters into a business combination transaction with another entity that is large enough to constitute a “significant subsidiary” of the Company under any of the relevant tests contained in Regulation S-X as promulgated by the Securities and Exchange Commission, the Company and the Managers will mutually agree, following good faith negotiations, on an appropriate increase in the Management Fee as warranted by the increase in the consolidated size of the Company. Such increase in the Management Fee will be pro rated on the basis of the number of days elapsed in the then applicable quarter in which such transaction is consummated. (c) To the extent the Company cannot pay, or cause to be paid, the Management Fee for any reason, including by reason of any prohibition on such payment pursuant to any applicable law or the terms of any agreement or indenture governing indebtedness of the Company or its subsidiaries, the payment by the Company or any of its subsidiaries to the Managers of the accrued and payable Management Fee will be deferred and will be payable immediately on the earlier of (i) the first date on which the payment of such deferred Management Fee is no longer prohibited under any such agreement or indenture applicable to the Company and the Company or its subsidiaries, as applicable, is otherwise able to make such payment, or cause such payment to be made and (ii) total or partial liquidation, dissolution or winding up of the Company. Notwithstanding anything to the contrary herein, under any applicable law or under any contract applicable to the Company or its subsidiaries, any forbearance of collection of the Management Fee by either Manager shall not be deemed to be a subordination of such payments to any other person, entity or creditor of the Company or its subsidiaries (including, without limitation, the other Manager). Any such forbearance shall be at such Manager’s sole option and discretion and shall in no way impair such Manager’s right to collect such payments or the other Manager’s right to collect any payment hereunder. Any installment of the Management Fee not paid on the scheduled due date shall not bear interest. (d) Notwithstanding anything to the contrary contained in this Agreement, the Requisite Managers may elect, in their sole discretion by the delivery of written notice to the Company, at any time in connection with or in anticipation of a Change of Control or an IPO to receive, in consideration of the Managers’ role in facilitating the same and in settlement of the termination of the Services, (i) any remaining accrued and unpaid Management Fees (including any accrued and unpaid installment payments thereof) payable by the Company under this Agreement and (ii) a single lump sum non-refundable and irrevocable cash payment (the “Lump Sum Fee”) equal to the lesser of (x) the then present value (using a discount rate equal to the yield to maturity on full upon the date of Owner receives its first payments for each such written notice of the class of outstanding U.S. government bonds having a final maturity closest to the eighth anniversary of the date of such election (the “Discount Rate”)) of all then current and future Management Fees payable under this Agreement, assuming the expiration of the Term is the eighth anniversary of the date of such election and (y) $50,000,000. Promptly after the receipt of such written notice (or at such other time as designated therein by the Requisite Managers), the Company shall pay the Lump Sum Fee and any accrued and unpaid Management Fees (including any accrued and unpaid installment payments thereof) to the Managers (or their respective designees) by wire transfer in same-day funds to the bank account or accounts designated by each Manager, which payment shall not be refundable under any circumstances. The Lump Sum Fee shall be apportioned such that each Manager shall receive 50% of the Lump Sum Fee. Upon the giving of such notice, the obligation of each Manager to provide the Services hereunder, and the obligations of the Company to pay Management Fees (except as provided in this Section 4(d)), shall be terminated, but all other provisions of this Agreement shall continue unaffected. For purposes of this Agreement, “Requisite Manager” shall mean (a) in connection with a Change of Control, both Managers (unless there is a Controlling Sponsor (as defined in the Shareholders Agreement) at such time, in which case the Manager that is an affiliate of such Controlling Sponsor shall be the only Requisite Manager) and (b) in connection with an IPO, both Managers (unless (i) the IPO was required by an Initiating Sponsor (as defined in the Shareholders Agreement), in which case the Manager that is an affiliate of the Initiating Sponsor shall be the only Requisite Manager or (ii) there is a Controlling Sponsor at such time, in which case the Manager that is an affiliate of such Controlling Sponsor shall be the only Requisite Manager)contract executed.