Common use of Management Consulting Services Clause in Contracts

Management Consulting Services. (a) Apollo shall advise the Company Group concerning such management matters that relate to proposed financial transactions, acquisitions and other senior management matters related to the business, administration and policies of the members of the Company Group. Holdings or the Company shall provide all such background materials and information necessary for Apollo to complete such services, and Apollo shall devote such time to any such request as Apollo shall deem necessary. Such consulting services shall be rendered in person or by telephone or other communication as determined by Apollo, and Apollo may elect to have all or a portion of such services provided by or through its agents, employees or independent contractors. Apollo shall have no obligation to any member of the Company Group as to the manner and time of rendering the services hereunder, and no member of the Company Group shall have any right to dictate or direct the details of the services rendered hereunder, or otherwise review the services rendered hereunder. (b) Holdings and the Company shall promptly provide any materials or information that Apollo may request in connection with the provision of services by Apollo pursuant to the terms and conditions of this Agreement or to comply with Securities and Exchange Commission or other legal requirements (any such materials or information so furnished, the “Information”). Each of Holdings and the Company recognizes and confirms that Apollo (i) shall use and rely primarily on the Information and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same, (ii) does not assume any responsibility or liability whatsoever for the accuracy or completeness of the Information and such other information and (iii) is entitled to rely upon the Information without independent verification. (c) Apollo shall perform all services to be provided hereunder as an independent contractor to the Company Group and not as an employee, agent, partner of, member of a joint venture with, equity holder or representative of any member of the Company Group. Apollo shall have no authority to act for or to bind any member of the Company Group while acting in its capacity as an advisor to the Company Group under this Agreement without Holdings’ or the Company’s prior written consent. (d) This Agreement shall in no way prohibit Apollo, its Affiliates, or any of its or its Affiliates’ current or former limited partners, general partners, directors, members, officers, managers, employees, agents, independent contractors, equity holders, affiliates, advisors or representatives from engaging in other activities or performing services for its or their own account or for the account of others, including for any Person that may be in direct or indirect competition with any business of any member of the Company Group, and the Company, on behalf of each member of the Company Group, disclaims to the fullest extent any prohibition thereof. (e) Apollo shall not have, by reason of this Agreement, a fiduciary relationship in respect of the Company Group, and nothing in this Agreement is intended to or shall be so construed as to impose upon Apollo, its Affiliates or any of their respective limited partners, general partners, directors, members, officers, managers, employees, agents, independent contractors, equity holders, affiliates, advisors or representatives, any obligation, except as expressly set forth in this Agreement. (f) Any advice or opinions provided by Apollo may not be disclosed or referred to publicly or to any third party (other than Holdings’, the Company’s or any of their respective affiliate’s legal, tax, financial or other advisors, each of which first agrees to keep such advice or opinions confidential), except in accordance with Apollo’s prior written consent.

Management Consulting Services. (a) Apollo shall advise the Company Group concerning such management matters that relate to proposed financial transactions, acquisitions and other senior management matters related to the business, administration and policies of the members of the Company Group. Holdings or , in each case as the Company shall provide reasonably and specifically request by way of written notice to Apollo, which notice shall specify the services required of Apollo and shall include all such background materials and information necessary for Apollo to complete such services. If requested to provide such services, and Apollo shall devote such time to any such written request as Apollo shall deem deem, in its sole discretion, necessary. Such consulting services services, in Apollo’s sole discretion, shall be rendered in person or by telephone or other communication as determined by Apollo, and Apollo may elect to have all or a portion of such services provided by or through its agents, employees or independent contractorscommunication. Apollo shall have no obligation to any member of the Company Group as to the manner and time of rendering the its services hereunder, and no member of the Company Group shall have any right to dictate or direct the details of the services rendered hereunder, or otherwise review the services rendered hereunder. (b) Holdings and the The Company shall promptly provide any materials or information that Apollo may reasonably request in connection with the provision of services by Apollo pursuant to the terms and conditions of this Agreement or to comply with Securities and Exchange Commission or other legal requirements (any such materials or information so furnished, the “Information”). Each of Holdings and the The Company recognizes and confirms that Apollo (i) shall use and rely primarily on the Information and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same, (ii) does not assume any responsibility or liability whatsoever for the accuracy or completeness of the Information and such other information and (iii) is entitled to rely upon the Information without independent verification. (c) Apollo shall perform all services to be provided hereunder as an independent contractor to the Company Group and not as an employee, agent, partner of, member of a joint venture with, equity holder agent or representative of any member of the Company Group. Apollo shall have no authority to act for or to bind any member of the Company Group while acting in its capacity as an advisor to the Company Group under this Agreement without Holdings’ or the Company’s prior written consent. (d) This Agreement shall in no way prohibit Apollo, its Affiliates, or any of its or its Affiliates’ current or former limited partners, general partners, directors, members, officers, managers, employees, agents, independent contractors, equity holders, affiliates, advisors or representatives from engaging in other activities or performing services for its or their own account or for the account of others, including for any Person that may be in direct or indirect competition with any business of any member of the Company Group, and the Company, on behalf of each member of the Company Group, disclaims to the fullest extent any prohibition thereof. (e) Apollo shall not have, by reason of this Agreement, a fiduciary relationship in respect of the Company Group, and nothing in this Agreement is intended to or shall be so construed as to impose upon Apollo, its Affiliates or any of their respective limited partners, general partners, directors, members, officers, managers, employees, agents, independent contractors, equity holders, affiliates, advisors or representatives, any obligation, except as expressly set forth in this Agreement. (f) Any advice or opinions provided by Apollo may not be disclosed or referred to publicly or to any third party (other than Holdings’Holding’s, the Company’s or any of their respective affiliate’s affiliates’ legal, tax, financial or other advisors, each of which first agrees to keep such advice or opinions confidential), except in accordance with Apollo’s prior written consent.