Common use of Management Fees and Compensation Clause in Contracts

Management Fees and Compensation. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, pay any management, consulting or similar fees to any Affiliate of any Credit Party or to any officer, director or employee of any Credit Party or any Affiliate of any Credit Party except: (a) for the items referred to in Section 5.6(d) above, compensation and any employee benefit allowance paid or provided to officers, directors and employees for actual services rendered to the Credit Parties (including severance) and their Subsidiaries, including the maintenance of benefit programs or arrangements for employees, officers or directors, including, without limitation, vacation plans, health and life insurance plans, deferred compensation plans, and retirement or savings plans and similar plans and indemnification of officers and employees, in each case, in the Ordinary Course of Business; (b) payment of directors’ fees and reimbursement of actual out-of-pocket expenses and indemnities incurred by Persons in their capacities as directors and in connection with attending board of director meetings not to exceed in the aggregate, with respect to all such items, $100,000 in any Fiscal Year of the Borrower; (c) payment of a management advisory fee to Sponsor Management Affiliate and the Additional Management Advisors pursuant to Section 3(a) of the Management Agreement as in effect on the date hereof not to exceed the amounts and on the terms set forth in the Management Agreement; provided, however, that the fees described in this clause (c) shall not be paid (but shall continue to accrue) during any period while a Specified Event of Default has occurred and is continuing or would arise as a result of such payment (to the extent an Agent has provided the Borrowers written notice of such Specified Event of Default and that such payments are prohibited); provided, further, any fees not paid due to the existence of a Specified Event of Default shall be deferred and may be paid when no Specified Event of Default exists (whether upon the waiver or cure thereof in accordance with the terms of this Agreement); (d) reimbursement of reasonable out-of-pocket costs and expenses and indemnities required to be paid pursuant to the Management Agreement as in effect on the date hereof, so long as, solely with respect to reimbursement for indemnities, (i) no Specified Event of Default shall have occurred and be continuing or would arise as a result of such reimbursement, (ii) Aggregate Availability shall not be less than $2,000,000 after giving effect to such reimbursement and (iii) in no event shall any Credit Party reimburse any costs or expenses of or indemnify Sponsor Management Affiliate, an Additional Management Advisor or, to the extent otherwise required by the Management Agreement, any of their respective Affiliates (each such Person, a “Management Advisor”), if and to the extent such costs or expenses were incurred or such indemnification obligations arose as a result of the gross negligence, willful misconduct or bad faith of the Management Advisor seeking such reimbursement or indemnification; (e) reserved; and (f) payment to Sponsor and/or Sponsor Management Affiliate of fees in connection with Permitted Acquisitions; provided, such fees are payable solely from proceeds of an Excluded Equity Issuance by Holdings with respect to which such fees are payable.

Management Fees and Compensation. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, pay any management, consulting or similar fees to any Affiliate of any Credit Party or to any officer, director or employee of any Credit Party or any Affiliate of any Credit Party except: (a) for the items referred payment of (i) reasonable compensation to in Section 5.6(d) above, compensation and any employee benefit allowance paid or provided to officers, directors officers and employees of the Credit Parties and their Subsidiaries (or any direct or indirect parent thereof) for actual services rendered to the Credit Parties and their Subsidiaries (including severance) or, to the extent such compensation is paid with respect to actual services rendered by such Person to or with respect to the Credit Parties and their Subsidiaries, any direct or indirect parent thereof) in the Ordinary Course of Business, (ii) reasonable benefits (including retirement, health, stock option and other benefit plans) and indemnification arrangements to officers, directors, managers and employees of the maintenance of benefit programs Credit Parties and their Subsidiaries (or, to the extent such benefits or arrangements are paid in consideration for employeesactual services rendered by such Person to or with respect to the Credit Parties and their Subsidiaries, officers any direct or directorsindirect parent thereof) in the Ordinary Course of Business and (iii) bonuses, including, without limitation, vacation plans, health separation and life insurance plans, deferred compensation plans, and retirement or savings plans and similar plans and indemnification of severance amounts to officers and employeesemployees of the Credit Parties and their Subsidiaries (or, in each caseto the extent such amounts are paid with respect to actual services rendered by such Person to or with respect to the Credit Parties and their Subsidiaries, any direct or indirect parent thereof) in the Ordinary Course of Business; (b) payment of reasonable directors’ or managers’ fees and reimbursement of actual out-of-pocket costs and expenses and indemnities incurred by Persons in their capacities as directors and in connection with attending board of director or manager meetings not to exceed in the aggregate, with respect to all such items, $100,000 in any Fiscal Year Ordinary Course of the Borrower;Business; and (c) payment of a (x) management advisory fee fees to Sponsor Management Affiliate and the Additional Management Advisors or its Affiliates pursuant to Section 3(a) of the Management Agreement as in effect on the date hereof not to exceed the amounts and on the terms set forth $500,000 per annum, either not less frequently than in the Management Agreementequal quarterly installments when paid in advance or otherwise paid in arrears; provided, however, that the fees described in this clause (cx) shall not be paid (but shall continue to accrue) during any period while an Event of Default arising under Sections 7.1(a), (f) or (g) has occurred and is continuing or would arise as a Specified result of such payment; provided, further any fees not paid due to the existence of such an Event of Default shall be deferred and may be paid when no such Event of Default exists or would arise as a result of such payment, (y) transaction fees to Sponsor or its Affiliates pursuant to Section 2(c) or Section 2(d) of the Management Agreement with respect to either the refinancing of all or substantially all of the Indebtedness under the Loan Documents or a Disposition of all or substantially all of the Property or Stock or Stock Equivalents of Holdings or any of its Subsidiaries, not to exceed one percent (1.00%) of such refinancing Indebtedness or purchase price (as applicable), and (z) transaction fees in an aggregate amount not to exceed $1,500,000 to Sponsor or its Affiliates pursuant to Section 2(d) of the Management Agreement with respect to the consummation of an IPO; provided, however, that the fees described in clauses (y) and (z) shall not be paid during any period while an Event of Default has occurred and is continuing or would arise as a result of such payment (to the extent an Agent has provided the Borrowers written notice of such Specified Event of Default and that such payments are prohibited)payment; provided, further, further any fees not paid due to the existence of a Specified such an Event of Default shall be deferred and may be paid when no Specified such Event of Default exists (whether upon the waiver or cure thereof in accordance with the terms would arise as a result of this Agreement)such payment; (d) making of Restricted Payments to Holdings, Parent or any direct or indirect parent thereof to the extent expressly permitted under Section 5.11(f), (g), (h) and (i) of this Agreement; (e) reimbursement of reasonable out-of-pocket costs and expenses and indemnities to Sponsor required to be paid pursuant to the Management Agreement as in effect on the date hereof, so long as, solely with respect to reimbursement for indemnities, (i) no Specified Event of Default shall have occurred and be continuing or would arise as a result of such reimbursement, (ii) Aggregate Availability shall not be less than $2,000,000 after giving effect to such reimbursement and (iii) in no event shall any Credit Party reimburse any costs or expenses of or indemnify Sponsor Management Affiliate, an Additional Management Advisor or, to the extent otherwise required by the Management Agreement, any of their respective Affiliates (each such Person, a “Management Advisor”), if and to the extent such costs or expenses were incurred or such indemnification obligations arose as a result of the gross negligence, willful misconduct or bad faith of the Management Advisor seeking such reimbursement or indemnification; (e) reserved; and (f) payment payments of fees and expenses to Sponsor and/or Sponsor Management Affiliate of fees or its Affiliates on the Closing Date in connection with Permitted Acquisitions; provided, such fees are payable solely from proceeds of an Excluded Equity Issuance this Agreement and the Transactions as set forth on the funds flow memorandum delivered by Holdings with respect the Borrower to which such fees are payable.Agent prior to the Closing Date

Management Fees and Compensation. No Credit Party shallThe Borrower shall not, and no Credit Party shall not permit any of its Subsidiaries to, to pay any management, consulting or similar fees to any Affiliate of any Credit Party the Borrower or to any officer, director or employee of the Borrower or any Credit Party of its Subsidiaries or any Affiliate of any Credit Party the Borrower except, in each instance solely to the extent permitted under the Subordinated Loan Agreement: (a) for the items referred payment of reasonable compensation to in Section 5.6(d) above, compensation and any employee benefit allowance paid or provided to officers, directors officers and employees for actual services rendered to the Credit Parties (including severance) Borrower and their its Subsidiaries and reimbursement for actual, reasonable, out-of-pocket expenses of employees of the Borrower and its Subsidiaries, including the maintenance of benefit programs or arrangements for employees, officers or directors, including, without limitation, vacation plans, health and life insurance plans, deferred compensation plans, and retirement or savings plans and similar plans and indemnification of officers and employees, in each case, case in the Ordinary Course of Business; (b) payment of performance bonuses to officers and employees, not to exceed $2,500,000 in the aggregate, pursuant to one or more agreements or plans, each in form and substance acceptable to the Agent (it being acknowledged and agreed that the terms and conditions specified on Exhibit 5.7 are acceptable to the Agent), and which agreements or plans will in any event contain the EBITDA targets set forth on Schedule 5.7; provided, that (i) prior to the making of any such payment, the Borrower shall have delivered to the Agent the audited financial statements and the Compliance Certificate required to be delivered pursuant to subsections 4.1(b) and 4.2(b) hereof, respectively; and (ii) at the time of, and after giving effect to, the making of any such payment (A) no Default or Event of Default exists and (B) the Borrower is in compliance on a pro forma basis with the covenants set forth in Article VI recomputed for the most recent quarter for which financial statements have been delivered; provided, that for purposes of calculating the Fixed Charge Coverage Ratio as required by this subsection 5.7(b)(ii)(B), the amount of such payments shall constitute Fixed Charges; (c) payment of directors’ fees at prevailing market rates in the Borrower’s industry and reimbursement of actual actual, reasonable, out-of-pocket expenses incurred in connection with attending board of director meetings, in each case to individuals who are not employees, consultants or independent contractors of the Borrower, any of its Subsidiaries, the Sponsor, or any of their respective Affiliates (including, with respect to the Sponsor, any Controlled Investment Affiliates); provided, that notwithstanding the foregoing, the Borrower may continue to pay directors’ fees to ▇▇▇▇ ▇▇▇▇▇▇▇▇ in an amount not to exceed $250,000 in any fiscal year of the Borrower; (d) payment of management fees to Sponsor and its Controlled Investment Affiliates pursuant to the Management Agreement, as in effect on the Original Closing Date, not to exceed, in the aggregate, per annum, the greater of (i) $1,500,000 or (ii) five percent (5%) of EBITDA for the applicable calendar year, payable in equal quarterly installments as provided in the Management Agreement, as in effect on the Original Closing Date, together with reimbursement of actual, reasonable, out-of-pocket expenses and indemnities incurred by Persons in their capacities as directors and payment of customary investment banking fees in connection with attending board of director meetings not to exceed in the aggregate, with respect to all such items, $100,000 in any Fiscal Year of the Borrower; (c) payment of a management advisory fee to Sponsor Management Affiliate Permitted Acquisitions and the Additional Management Advisors financings pursuant to Section 3(a) of the Management Agreement Agreement, as in effect on the date hereof not to exceed the amounts and on the terms set forth in the Management AgreementOriginal Closing Date; provided, that no other investment banking fees (other than customary brokers’ fees) have been or will be paid by the Borrower or its Subsidiaries in connection with any such Permitted Acquisition or financing; and provided, further, however, that (A) if payments of principal, interest or other amounts due and owing to the fees described in this clause Lenders hereunder are not being paid when due, (cB) shall not be paid (but shall continue to accrue) during upon notice from the Agent that any period while a Specified Event of Default under subsections 4.1, 4.2(b) or 7.1(c) has occurred and is continuing or would arise as a result of such payment (to the extent an Agent has provided the Borrowers written notice of such Specified or automatically while any Event of Default and that such payments are prohibitedunder subsections 7.1(a); provided, further7.1(f), any fees not paid due to the existence of a Specified Event of Default shall be deferred and may be paid when no Specified Event of Default exists (whether upon the waiver 7.1(g) or cure thereof in accordance with the terms of this Agreement); (d7.1(m)(iv) reimbursement of reasonable out-of-pocket costs and expenses and indemnities required to be paid pursuant to the Management Agreement as in effect on the date hereof, so long as, solely with respect to reimbursement for indemnities, (i) no Specified Event of Default shall have has occurred and be is continuing or would arise as a result of such reimbursementpayment), or (iiC) Aggregate Availability the Borrower has elected to pay the entire amount of interest on the Subordinated Indebtedness evidenced by the Subordinated Notes in kind (and not in cash) at the 16% interest rate in accordance with Section 1.1 of the Subordinated Loan Agreement, the fees and expenses (other than actual, reasonable, out-of-pocket expenses) described in this clause (d) shall not be less than $2,000,000 after giving effect to such reimbursement and (iii) in no event shall any Credit Party reimburse any costs or expenses of or indemnify Sponsor Management Affiliate, an Additional Management Advisor or, to the extent otherwise required by the Management Agreement, any of their respective Affiliates (each such Person, a “Management Advisor”), if and to the extent such costs or expenses were incurred or such indemnification obligations arose as a result of the gross negligence, willful misconduct or bad faith of the Management Advisor seeking such reimbursement or indemnification;paid; and (e) reserved; and (f) payment to Sponsor and/or Sponsor Management Affiliate of fees in connection with Permitted Acquisitions; provided, such fees are payable solely from proceeds of an Excluded Equity Issuance transactions permitted by Holdings with respect to which such fees are payablesubsection 5.6(b).

Management Fees and Compensation. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, pay any management, consulting or similar fees to any Affiliate of any Credit Party or to any officer, director or employee of any Credit Party or any Affiliate of any Credit Party except: (a) for the items referred payment of reasonable compensation to in Section 5.6(d) above, compensation and any employee benefit allowance paid or provided to officers, directors officers and employees for actual services rendered to the Credit Parties (including severance) and their Subsidiaries, including severance and the maintenance of benefit programs or arrangements for employees, officers or directors, including, without limitation, vacation plans, health and life insurance plans, deferred compensation plans, and retirement or savings plans and similar plans and indemnification of officers and employees, in each case, in the Ordinary Course of Business; (b) payment of directors’ fees and reimbursement of actual out-of-pocket expenses and indemnities incurred by Persons in their capacities as directors and in connection with attending board of director meetings not to exceed in the aggregate, with respect to all such items, $100,000 250,000 in any Fiscal Year of the Borrower; (c) (i) payment of a management advisory fee to Sponsor Management Affiliate and the Additional Management Advisors or its Affiliates pursuant to Section 3(a) of the Management Agreement as in effect on the date hereof not to exceed $750,000 per annum and (ii) the amounts payment to Sponsor of a structuring fee in respect of each Permitted Acquisition and on each financing transaction consisting of the terms set forth placement or arrangement of Indebtedness or equity securities (to the extent that the proceeds of such Indebtedness or equity securities are contributed to the Borrower) in an aggregate amount not to exceed (without duplication) 1% of the Management Agreementaggregate consideration paid by Borrower in connection with such Permitted Acquisition or 1% of the gross proceeds of the permitted Indebtedness or equity (so placed or arranged); provided, however, that the fees described in this clause (c) shall not be paid (but shall continue to accrue) during any period while a Specified an Event of Default has occurred and is continuing or would arise as a result of such payment (to the extent an Agent has provided the Borrowers written notice of such Specified Event of Default and that such payments are prohibited)payment; provided, further, further that any fees that are accrued and not paid due to the (A) an existence of a Specified an Event of Default or (B) a prohibition on such payment in any of the Holdco Notes, the Existing Senior Note Documents or the Subordinated Notes (and, in each case, including any Permitted Refinancing or Permitted Senior Notes Refinancing, as applicable) permitted hereunder or (C) a determination of Borrower or Sponsor to not then pay such fees, shall be deferred accrue and may be paid when such prohibition is no Specified longer in effect so long as no Event of Default exists has occurred and is continuing at the time of such payment (whether upon without regard to the waiver or cure thereof limitations as to the amount listed in accordance with the terms of this Agreementprovisos (i) and (ii) above);; and (d) reimbursement of reasonable out-of-pocket costs and expenses and indemnities required to be paid pursuant to the Management Agreement as in effect on the date hereof, so long as, solely accordance with respect to reimbursement for indemnities, (i) no Specified Event of Default shall have occurred and be continuing or would arise as a result of such reimbursement, (ii) Aggregate Availability shall not be less than $2,000,000 after giving effect to such reimbursement and (iii) in no event shall any Credit Party reimburse any costs or expenses of or indemnify Sponsor Management Affiliate, an Additional Management Advisor or, to the extent otherwise required by the Management Agreement, any of their respective Affiliates (each such Person, a “Management Advisor”), if and to the extent such costs or expenses were incurred or such indemnification obligations arose as a result of the gross negligence, willful misconduct or bad faith of the Management Advisor seeking such reimbursement or indemnification; (e) reserved; and (f) payment to Sponsor and/or Sponsor Management Affiliate of fees in connection with Permitted Acquisitions; provided, such fees are payable solely from proceeds of an Excluded Equity Issuance by Holdings with respect to which such fees are payable.

Management Fees and Compensation. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, pay any management, consulting or similar fees to any Affiliate of any Credit Party or to any officer, director or employee of any Credit Party or any Affiliate of any Credit Party except: (a) for the items referred payment of reasonable compensation to in Section 5.6(d(i) above, compensation and any employee benefit allowance paid or provided to officers, directors and employees for actual services rendered to the Credit Parties Affiliates (including severance) and their Subsidiaries, including the maintenance of benefit programs or arrangements for employees, officers or directors, including, without limitation, vacation plans, health and life insurance plans, deferred compensation plans, and retirement or savings plans and similar plans and indemnification of other than officers and employeesemployees and other than Sponsor or a Related Person of Sponsor), of such Credit Party or Subsidiary not exceeding $500,000 (or $1,000,000 in any Fiscal Year during which a Qualified IPO has occurred and each subsequent Fiscal Year) in the aggregate for all such directors and Affiliates in any Fiscal Year and (ii) to officers and employees of such Credit Party or Subsidiary, in each case, for actual services rendered (including severance) to the Credit Parties and their Subsidiaries in the Ordinary Course of Business; (b) payment of directors’ fees and reimbursement of indemnities and actual out-of-pocket expenses and indemnities incurred by Persons in their capacities as directors and in connection with attending board of director meetings not to exceed in the aggregate, with respect to all such items, $100,000 250,000 in any Fiscal Year of the Borrower; (c) payment of (i) a management advisory fee to Sponsor Management Affiliate and the Additional Management Advisors pursuant to Section 3(a) of the Management Agreement as in effect on the date hereof not to exceed $1,000,000 per annum payable in equal quarterly installments, in arrears, and in any event, no sooner than the amounts Business Day after which the deliveries required under Section 4.1(b) have been made to Agent in respect of the Fiscal Period coinciding with the end of the Fiscal Quarter most recently ended and on the terms set forth (ii) payment of transaction fees payable in accordance with the Management Agreement; provided, however, that the fees described in this clause (c) shall not be paid (but shall continue to accrue) during any period while a Specified an Event of Default has occurred and is continuing or would arise as a result of such payment (to the extent an Agent has provided the Borrowers written notice of such Specified Event of Default and that such payments are prohibited)payment; provided, further, further any fees not paid due to the existence of a Specified an Event of Default shall be deferred may accrue and may be paid when no Specified Event of Default exists (whether upon the waiver or cure thereof in accordance with the terms of this Agreement)exists; (d) reimbursement of reasonable out-of-pocket costs and expenses and indemnities to Sponsor required to be paid pursuant to the Management Agreement as in effect on the date hereof, so long as, solely with respect to reimbursement for indemnities, (i) no Specified Event of Default shall have occurred and be continuing or would arise as a result of such reimbursement, (ii) Aggregate Availability shall not be less than $2,000,000 after giving effect to such reimbursement and (iii) in no event shall any Credit Party reimburse any costs or expenses of or indemnify Sponsor Management Affiliate, an Additional Management Advisor or, to the extent otherwise required by the Management Agreement, any of their respective Affiliates (each such Person, a “Management Advisor”), if and to the extent such costs or expenses were incurred or such indemnification obligations arose as a result of the gross negligence, willful misconduct or bad faith of the Management Advisor seeking such reimbursement or indemnification;; and (e) reserved; and (f) payment to Sponsor and/or Sponsor Management Affiliate of transaction fees acceptable to Required Lenders in connection with any Permitted Acquisitions; provided, such fees are payable solely from proceeds of an Excluded Equity Issuance by Holdings with respect to which such fees are payableAcquisition.