Common use of Fee Caps Clause in Contracts

Fee Caps. The Debtors shall not pay, have paid or make any agreement to pay, the following professional firms’ fees in excess of the following amounts incurred by such professional firm solely in the months of October, November, and December 2014 (the “Fee Capped Months”): (i) Xxxxx Xxxxx LLP, $1,793,000 aggregate fees incurred during the Fee Capped Months; (ii) Xxxxxxxxx Traurig LLP, $743,000 aggregate fees incurred during the Fee Capped Months; (iii) Opportune, the Debtors’ current projected aggregate fees for Opportune incurred in the Fee Capped Months less $57,000 incurred during the month of December; (iv) the Ad Hoc Counsel, the Debtors’ current projected aggregate fees for the Ad Hoc Counsel incurred in the Fee Capped Months less $182,000; (v) Xxxxxxx & Marsal North America, LLC, the Debtors’ current projected aggregate fees for Xxxxxxx & Marsal North America, LLC incurred in the Fee Capped Months less $232,000; (vi) Rothschild Inc., the Debtors’ current projected aggregate fees for Rothschild Inc. incurred in the Fee Capped Months less $157,000, which shall be taken as a deduction from the completion fee in Rothschild’s engagement letter, which deduction shall be acknowledged by Rothschild in a notice filed with the Bankruptcy Court within a reasonable time after September 23, 2014; and (vii) Lazard Frères & Co. LLC and Lazard Middle Market LLC, the Debtors’ current projected aggregate fees for Rothschild Inc. incurred in the Fee Capped Months less $69,500, which shall be taken as a deduction from the “success” or “completion” fee in Lazard Frères & Co. LLC and Lazard Middle Market LLC’s engagement letter and which deduction shall be acknowledged by Lazard Frères & Co. LLC and Lazard Middle Market LLC in a notice filed with the Bankruptcy Court within a reasonable time after September 23, 2014 (all such amounts, collectively, the “Professional Fee Caps”); provided, however, that the Debtors’ professionals and the Committee’s professionals may exceed such fee caps if and to the extent they or their respective clients make a good faith determination that the incurrence of such additional fees is consistent with the applicable professional responsibilities of such professional or the fiduciary duties of their clients; provided, further, that in such event, the Debtors, the Committee or their respective professionals, as the case may be, make such determination, the Debtors shall provide the Investors notice of such event as soon as reasonably practicable. For the avoidance of doubt, the Professional Fee Caps shall not apply to any professionals’ fees and expenses incurred prior to the Fee Capped Months (including any unpaid holdback amounts accrued prior to the Fee Capped Months). The Investors shall not be required to close and consummate the transaction contemplated by this Agreement if there is an amount incurred in excess of the Professional Fee Caps. If the Investors choose to close and consummate the transaction contemplated by this Agreement and the Plan, the Debtors and the Investors (whether acting in their capacity as Investors, DIP Lenders, members of the Ad Hoc Group or as holders of Senior Notes) shall not object, and the Debtors shall cause the Committee not to object, to the professional fees (a) incurred during the Fee Capped Months, or (b) that are the subject of the engagement letters of Rothschild Inc., Lazard Frères & Co. LLC and Lazard Middle Market LLC, or Opportune (as modified by any notice filed with the Bankruptcy Court pursuant to the terms of the Plan and this Agreement).

Fee Caps. The Debtors shall not pay, have paid or make any agreement to pay, the following professional firms’ fees in excess of the following amounts incurred by such professional firm solely in the months of October, November, and December 2014 (the “Fee Capped Months”): (i) Xxxxx Xxxxx LLPL.L.P., $1,793,000 aggregate fees incurred during the Fee Capped Months; (ii) Xxxxxxxxx Traurig LLP, $743,000 aggregate fees incurred during the Fee Capped Months; (iii) Opportune, the Debtors’ current projected aggregate fees for Opportune incurred in the Fee Capped Months less $57,000 incurred during the month of December; (iv) the Ad Hoc Counsel, the Debtors’ current projected aggregate fees for the Ad Hoc Counsel incurred in the Fee Capped Months less $182,000; (v) Xxxxxxx & Marsal North America, LLC, the Debtors’ current projected aggregate fees for Xxxxxxx & Marsal North America, LLC incurred in the Fee Capped Months less $232,000; (vi) Rothschild Inc., the Debtors’ current projected aggregate fees for Rothschild Inc. incurred in the Fee Capped Months less $157,000, which shall be taken as a deduction from the completion fee in Rothschild’s engagement letter, which deduction shall be acknowledged by Rothschild in a notice filed with the Bankruptcy Court within a reasonable time after September 23, 2014; and (vii) Lazard Frères & Co. LLC and Lazard Middle Market LLC, the Debtors’ current projected aggregate fees for Rothschild Inc. incurred in the Fee Capped Months less $69,500, which shall be taken as a deduction from the “success” or “completion” fee in Lazard Frères & Co. LLC and Lazard Middle Market LLC’s engagement letter and which deduction shall be acknowledged by Lazard Frères & Co. LLC and Lazard Middle Market LLC in a notice filed with the Bankruptcy Court within a reasonable time after September 23, 2014 (all such amounts, collectively, the “Professional Fee Caps”); provided, however, that the Debtors’ professionals and the Committee’s professionals may exceed such fee caps if and to the extent they or their respective clients make a good faith determination that the incurrence of such additional fees is consistent with the applicable professional responsibilities of such professional or the fiduciary duties of their clients; provided, further, that in such event, the Debtors, the Committee or their respective professionals, as the case may be, make such determination, the Debtors shall provide the Investors notice of such event as soon as reasonably practicable. For the avoidance of doubt, the Professional Fee Caps shall not apply to any professionals’ fees and expenses incurred prior to the Fee Capped Months (including any unpaid holdback amounts accrued prior to the Fee Capped Months). The Investors shall not be required to close and consummate the transaction contemplated by this Agreement if there is an amount incurred in excess of the Professional Fee Caps. If the Investors choose to close and consummate the transaction contemplated by this Agreement and the Plan, the Debtors and the Investors (whether acting in their capacity as Investors, DIP Lenders, members of the Ad Hoc Group or as holders of Senior Notes) shall not object, and the Debtors shall cause the Committee not to object, to the professional fees (a) incurred during the Fee Capped Months, or (b) that are the subject of the engagement letters of Rothschild Inc., Lazard Frères & Co. LLC and Lazard Middle Market LLC, or Opportune (as modified by any notice filed with the Bankruptcy Court pursuant to the terms of the Plan and this Agreement).

Fee Caps. The Debtors shall not pay, have paid or make any agreement to pay, the following professional firms’ fees in excess of the following amounts incurred by such professional firm solely in the months of October, November, and December 2014 (the “Fee Capped Months”): (i) Xxxxx Xxxxx LLP, $1,793,000 aggregate fees incurred during the Fee Capped Months; (ii) Xxxxxxxxx Traurig LLP, $743,000 aggregate fees incurred during the Fee Capped Months; (iii) Opportune, the Debtors’ current projected aggregate fees for Opportune incurred in the Fee Capped Months less $57,000 incurred during the month of December; (iv) the Ad Hoc Counsel, the Debtors’ current projected aggregate fees for the Ad Hoc Counsel incurred in the Fee Capped Months less $182,000; (v) Xxxxxxx & Marsal North America, LLC, the Debtors’ current projected aggregate fees for Xxxxxxx & Marsal North America, LLC incurred in the Fee Capped Months less $232,000; (vi) Rothschild Inc., the Debtors’ current projected aggregate fees for Rothschild Inc. incurred in the Fee Capped Months less $157,000, which shall be taken as a deduction from the completion fee in Rothschild’s Xxxxxxxxxx’x engagement letter, which deduction shall be acknowledged by Rothschild Xxxxxxxxxx in a notice filed with the Bankruptcy Court within a reasonable time after September 23, 2014; and (vii) Lazard Frères & Co. LLC and Lazard Middle Market LLC, the Debtors’ current projected aggregate fees for Rothschild Inc. incurred in the Fee Capped Months less $69,500, which shall be taken as a deduction from the “success” or “completion” fee in Lazard Frères & Co. LLC and Lazard Middle Market LLC’s engagement letter and which deduction shall be acknowledged by Lazard Frères & Co. LLC and Lazard Middle Market LLC in a notice filed with the Bankruptcy Court within a reasonable time after September 23, 2014 (all such amounts, collectively, the “Professional Fee Caps”); provided, however, that the Debtors’ professionals and the Committee’s professionals may exceed such fee caps if and to the extent they or their respective clients make a good faith determination that the incurrence of such additional fees is consistent with the applicable professional responsibilities of such professional or the fiduciary duties of their clients; provided, further, that in such event, the Debtors, the Committee or their respective professionals, as the case may be, make such determination, the Debtors shall provide the Investors notice of such event as soon as reasonably practicable. For the avoidance of doubt, the Professional Fee Caps shall not apply to any professionals’ fees and expenses incurred prior to the Fee Capped Months (including any unpaid holdback amounts accrued prior to the Fee Capped Months). The Investors shall not be required to close and consummate the transaction contemplated by this Agreement if there is an amount incurred in excess of the Professional Fee Caps. If the Investors choose to close and consummate the transaction contemplated by this Agreement and the Plan, the Debtors and the Investors (whether acting in their capacity as Investors, DIP Lenders, members of the Ad Hoc Group or as holders of Senior Notes) shall not object, and the Debtors shall cause the Committee not to object, to the professional fees (a) incurred during the Fee Capped Months, or (b) that are the subject of the engagement letters of Rothschild Inc., Lazard Frères & Co. LLC and Lazard Middle Market LLC, or Opportune (as modified by any notice filed with the Bankruptcy Court pursuant to the terms of the Plan and this Agreement).

Fee Caps. The Debtors shall not pay, have paid or make any agreement to pay, the following professional firms’ fees in excess of the following amounts incurred by such professional firm solely in the months of October, November, and December 2014 (the “Fee Capped Months”): (i) Xxxxx Xxxxx LLP, $1,793,000 aggregate fees incurred during the Fee Capped Months; (ii) Xxxxxxxxx Traurig LLP, $743,000 aggregate fees incurred during the Fee Capped Months; (iii) Opportune, the Debtors’ current projected aggregate fees for Opportune incurred in the Fee Capped Months less $57,000 incurred during the month of December; (iv) the Ad Hoc Counsel, the Debtors’ current projected aggregate fees for the Ad Hoc Counsel incurred in the Fee Capped Months less $182,000; (v) Xxxxxxx & Marsal North America, LLC, the Debtors’ current projected aggregate fees for Xxxxxxx & Marsal North America, LLC incurred in the Fee Capped Months less $232,000; (vi) Rothschild Inc., the Debtors’ current projected aggregate fees for Rothschild Inc. incurred in the Fee Capped Months less $157,000, which shall be taken as a deduction from the completion fee in Rothschild’s engagement letter, which deduction shall be acknowledged by Rothschild in a notice filed with the Bankruptcy Court within a reasonable time after September 23, 2014the date hereof; and (vii) Lazard Frères & Co. LLC and Lazard Middle Market LLC, the Debtors’ current projected aggregate fees for Rothschild Inc. incurred in the Fee Capped Months less $69,500, which shall be taken as a deduction from the “success” or “completion” fee in Lazard Frères & Co. LLC and Lazard Middle Market LLC’s engagement letter and which deduction engagement letter and Order approving such engagement letter shall be acknowledged by Lazard Frères & Co. LLC and Lazard Middle Market LLC in a notice filed with the Bankruptcy Court amended within a reasonable time after September 23, 2014 the date of this Agreement (all such amounts, collectively, the “Professional Fee Caps”); provided, however, that the Debtors’ professionals and the Committee’s professionals may exceed such fee caps if and to the extent they or their respective clients make a good faith determination that the incurrence of such additional fees is consistent with the applicable professional responsibilities of such professional or the fiduciary duties of their clients; provided, further, that in such event, the Debtors, the Committee or their respective professionals, as the case may be, make such determination, the Debtors they shall provide the Investors and the Committee notice of such event as soon as reasonably practicable. For the avoidance of doubt, the Professional Fee Caps shall not apply to any professionals’ fees and expenses incurred prior to the Fee Capped Months (including any unpaid holdback amounts accrued prior to the Fee Capped Months). The Investors shall not be required to close and consummate the transaction contemplated by this Agreement if there is an amount incurred in excess of the Professional Fee Caps. If the Investors choose to close and consummate the transaction contemplated by this Agreement and the Plan, none of the Debtors and Debtors, the Committee, nor the Investors (whether acting in their capacity as Investors, DIP Lenders, members of the Ad Hoc Group or as holders of Senior Notes) members of the Ad Hoc Group (in any capacity) shall not object, and the Debtors shall cause the Committee not to object, object to the professional fees (a) incurred during the Fee Capped Months, or (b) that are the subject of the engagement letters of Rothschild Inc., Lazard Frères & Co. LLC and Lazard Middle Market LLC, or Opportune (as modified by any notice filed with the Bankruptcy Court pursuant to the terms of the Plan and this Agreement)Opportune.