Other Fees. Shall mean any fees earned by the Investment Advisor and its Affiliates in connection with Investments and from the Partnership's unconsummated transactions, including, but not limited to, break-up and topping fees, monitoring and directors' fees, commitment, financing and organization fees, set-up fees, consulting fees, asset management fees, investment banking fees, closing and transaction fees, acquisition fees, divestment fees, any other fees set forth in Section 6.2(b) of
... the Partnership Agreement and other similar fees. For the avoidance of doubt, (i) Other Fees shall not include stock options, restricted stock grants or other compensation granted or paid by Portfolio Companies to (or with respect to) employees or members of the Investment Advisor or its Affiliates who serve in bona fide, non-director management capacities (or other operational capacities involving a material portion of such employee's business time) at Portfolio Companies and all such amounts paid to any such Persons shall be deemed to be compensation for such Persons' service in such capacities irrespective of whether such Persons also serve on the board of directors or other comparable body of the applicable Portfolio Company unless and to the extent any such amounts are explicitly designated in writing by the Portfolio Company to the Partnership or the Investment Advisor at the time of payment as directors' fees payable to the Investment Advisor or its Affiliates in return for the designated board seat thereof, (ii) the Investment Advisor and its Affiliates may receive fees and/or payments from entities or vehicles other than the Partnership's Portfolio Companies, including from joint venture partners, co-investors and other counterparties in relation to one or more transactions otherwise involving the Partnership, and such fees and/or payments shall not be considered Other Fees or be applied to reduce the Management Fees borne by Unitholders and (iii) Other Fees shall not include Subscription Fees and Servicing Fees. In addition, the Investment Advisor or one or more of its Affiliates (including the Stonepeak Broker Dealer) have launched a capital markets and/or credit advisory function, including but not limited to a business to advise on the issuance of debt or equity and/or to participate in loan origination, syndication, placement and/or servicing of debt and/or equity securities (including for portfolio companies or entities formed to invest therein), and should any such business receive underwriting spreads or other fees of any kind with respect to any such activities, including spreads or fees (including advisory fees) from any Portfolio Company of the Partnership, any Other Stonepeak Account or any other investment vehicle sponsored by the General Partner, the Investment Advisor or their respective Affiliates, any such spreads or fees will not be treated as Other Fees even if paid by or on behalf of, or are otherwise derived from, Portfolio Companies of the Partnership so long as such spreads or fees are on arm's-length terms (it being understood that such spreads or fees shall be deemed to be on arm's-length terms if they are paid to the Investment Advisor, the Stonepeak Broker Dealer or one or more of their respective Affiliates on the same terms as they are paid to a non-affiliated capital markets or credit advisory advisor).
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