Common use of Management Fees and Compensation Clause in Contracts

Management Fees and Compensation. No Loan Party shall, and no Loan Party shall permit any of its Subsidiaries to, pay any management, consulting or similar fees to any Affiliate of any Loan Party or to any officer, director or employee of any Loan Party or any Affiliate of any Loan Party or pay or reimburse Sponsor or any of its Affiliates (other than a Loan Party) for any costs, expenses and similar items except: (a) Payment of any management, consulting or similar fees to any Loan Party; (b) payment of reasonable compensation to officers and employees for actual services rendered to the Loan Parties and their Subsidiaries in the Ordinary Course of Business; (c) payment of directors’ fees and reimbursement of actual out-of-pocket expenses incurred in connection with attending board of director meetings not to exceed in the aggregate, with respect to all such items, $1,500,000 in any Fiscal Year of the Parent Borrower; and (d) reimbursement of reasonable out-of-pocket costs and expenses to Sponsor.

Management Fees and Compensation. No Loan Party shall, and no Loan Party shall permit any of its Subsidiaries to, pay any management, consulting or similar fees to any Affiliate of any Loan Party or to any officer, director or employee of any Loan Party or any Affiliate of any Loan Party or pay or reimburse Sponsor or any of its Affiliates (other than a Loan Party) for any costs, expenses and similar items except: (a) Payment of any management, consulting or similar fees to any Loan Party; (b) payment of reasonable compensation to officers and employees for actual services rendered to the Loan Parties and their Subsidiaries in the Ordinary Course of Business; (c) payment of directors’ fees and reimbursement of actual out-of-pocket expenses incurred in connection with attending board of director meetings not to exceed in the aggregate, with respect to all such items, $1,500,000 in any Fiscal fiscal Year of the Parent Borrower; and (d) reimbursement of reasonable out-of-pocket costs and expenses to Sponsor.