Common use of Management Fees and Compensation Clause in Contracts

Management Fees and Compensation. Borrower will not and will not permit any of its Subsidiaries directly or indirectly to pay any management, consulting or similar fees to any Affiliate or to any director, officer or employee of any Loan Party (excluding the payment of compensation, bonuses and other incentive compensation in the ordinary course of business to officers and other employees in the ordinary course of business for actual services rendered) except (a) payment for services rendered by VILARC, Inc. in the ordinary course of business provided such payment is approved by Liberty or (b) as set forth on Schedule 3.9. Notwithstanding the foregoing, no payments may be made with respect to item 1 set forth on Schedule 3.9 in excess of the amount set forth on Schedule 3.9 or upon the occurrence and during the continuation of a Default or Event of Default under subsection 6.1(A) or 6.1(C) (as it relates to a failure to perform or comply with subsection 4.3, 4.4 or 4.5).