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 Restricted Subsidiaries to, pay any management, consulting or similar fees (which, for the avoidance of doubt, shall not include salaries or periodic wages or employee benefits but shall in any event include fees and other compensation pursuant to any Management Agreement) to any Affiliate of any Credit Party except: (a) payment of compensation and benefits (including customary indemnities) to officers, directors, managers, employees and consultants and other service providers of the Credit Parties for actual services rendered to the Credit Parties and their Subsidiaries in the ordinary course of business; (b) payment of directors’ and managers’ fees and reimbursement of actual out-of-pocket expenses incurred in connection with attending board of director and manager meetings and related actual out-of-pocket costs and expenses and other actual out-of-pocket travel expenses, not exceeding in the aggregate, with respect to fees paid to directors that are not outside directors, the greater of (x) $1,750,000 and (y) 2.5% of Combined EBITDA (determined on a Pro Forma Basis for the most recently ended four Fiscal Quarter period for which financial statements have been delivered on the date of the relevant transaction) in any Fiscal Year of the Borrowers; and (c) payment of amounts permitted under Section 5.6.