Common use of Restructuring Fees and Expenses Clause in Contracts

Restructuring Fees and Expenses. The CHC Parties shall pay all reasonable and documented fees, costs and expenses of the Plan Sponsors, the Individual Creditor Parties (up to a maximum aggregate amount of $150,000 for any and all reasonable and documented fees, costs and expenses, whether incurred by the Individual Creditor Parties directly or by any of its or their counsel, financial advisors, consultants or other professionals), Akin Gump, Walkers, Hxxxxxxx Lxxxx Capital, Inc., Norton Rxxx Xxxxxxxxx LLP, Axxxxxx & Marsal and any other counsel, financial advisors, consultants and other professionals of such parties retained with the reasonable consent of the Company, which, for the avoidance of doubt shall include such other advisors retained by the Plan Sponsors and counsel to the Secured Notes Trustee, whenever incurred or invoiced (the “Restructuring Expenses”), on a regular and continuing basis, within two (2) business days following fifteen (15) days after delivery of an invoice to the CHC Parties and the UCC (redacted for privilege and work product), each in accordance with the agreements between the CHC Parties and the applicable firm, without any requirement for Bankruptcy Court review or further Bankruptcy Court order. The CHC Parties and the UCC shall have ten (10) days following their receipt of any invoices to review and object to the reasonableness of the fees and expenses included in such invoice. If any such objection is not resolved within ten (10) days after such objection is interposed, a hearing with respect thereto shall be conducted at a regularly scheduled omnibus hearing in the CHC Cases, provided, that the CHC Parties shall pay any undisputed portion of such fees, costs, and expenses on the first Thursday following fifteen (15) days after the initial presentment of such invoices. To the extent not previously paid pursuant to the Cash Collateral Orders or the PSA Approval Order, the CHC Parties shall pay all accrued and unpaid Restructuring Expenses, including estimated amounts, through the Effective Date on the Effective Date in cash. Restructuring Expenses invoiced after the Effective Date shall be paid promptly by the reorganized CHC Parties following receipt of invoices therefor. The CHC Parties shall pay the fees, costs and expenses of the Milestone Parties pursuant to the terms set forth in the Milestone Term Sheet.

Restructuring Fees and Expenses. The CHC Parties Subject to entry of the Approval Order, regardless of whether a restructuring is implemented, the Ultra Entities shall pay all accrued and ongoing reasonable and documented fees, costs and expenses of counsel and other professional advisors engaged by the HoldCo Noteholder Committee and the counsel and other professionals engaged by the Consenting HoldCo Equityholder Committee, including without limitation (a) Xxxxx Xxxxxxx LLP, as co-counsel to the Equityholder Committee, (b) Xxxx, Xxxx & McGraw, P.C., as co-counsel to the Equityholder Committee, (c) Xxxxx X. Xxxxxxx Company, as financial advisor to the Equityholder Committee, (d) Xxxx Xxxxx, as co-counsel to the HoldCo Noteholder Committee, (e) Xxxxxx Xxxxxx LLP, as co-counsel to the HoldCo Noteholder Committee, and (f) Xxxxxxxx Xxxxx, as financial advisor to the HoldCo Noteholder Committee, that are specifically related to the restructuring of the Ultra Entities or Chapter 11 Cases of the Ultra Entities and were incurred (i) on or prior to the Effective Date or (ii) within three (3) months following the Effective Date, but only to the extent such costs and expenses relate to services rendered in the course of consummation and implementation of the Plan Sponsorsor as contemplated under the Plan, the Individual Creditor Parties (up to a maximum aggregate amount of $150,000 for any and all reasonable and documented whether such fees, costs and expenses, whether incurred by the Individual Creditor Parties directly or by any of its or their counsel, financial advisors, consultants or other professionals), Akin Gump, Walkers, Hxxxxxxx Lxxxx Capital, Inc., Norton Rxxx Xxxxxxxxx LLP, Axxxxxx & Marsal and any other counsel, financial advisors, consultants and other professionals of such parties retained with the reasonable consent of the Company, which, for the avoidance of doubt shall include such other advisors retained by the Plan Sponsors and counsel to the Secured Notes Trustee, whenever expenses were previously incurred or invoiced (the “Restructuring Expenses”), on a regular and continuing basis, within two (2) business days following fifteen (15) calendar days after delivery of an invoice to the CHC Ultra Parties and the UCC (redacted for privilege and work product), each in accordance with the agreements between the CHC Parties Ultra Entities and the applicable firm, without any requirement for Bankruptcy Court review or further Bankruptcy Court order. The CHC Parties and the UCC Ultra Entities shall have ten (10) days following their receipt of any invoices to review and object to the reasonableness of the fees and expenses included in such invoice. If any such objection is not resolved within ten (10) days after such objection is interposed, a hearing with respect thereto shall be conducted at a regularly scheduled omnibus hearing in the CHC Chapter 11 Cases, ; provided, that the CHC Parties Ultra Entities shall pay any undisputed portion of such fees, costs, and expenses on the first Thursday following fifteen (15) days after the initial presentment of such invoices. To the extent not previously paid pursuant to by the Cash Collateral Orders or the PSA Approval OrderUltra Entities, the CHC Parties Ultra Entities shall pay all accrued and unpaid Restructuring Expenses, including estimated amounts, through the Effective Date on the Effective Date in cash. Restructuring Expenses invoiced after the Effective Date for services rendered no later than three (3) months after the Effective Date and otherwise payable under this Section 26 shall be paid promptly by the reorganized CHC Parties Ultra Entities following receipt of invoices therefor. The CHC Parties shall pay the fees, costs and expenses of the Milestone Parties pursuant to the terms set forth in the Milestone Term Sheet.

Restructuring Fees and Expenses. The CHC Parties On and as a condition precedent to the occurrence of the Effective Date, the Debtors shall pay pay, or cause to be paid, all reasonable Restructuring Fees and documented feesExpenses not previously paid during the chapter 11 cases, costs and expenses of the Plan Sponsors, the Individual Creditor Parties (up to a maximum aggregate amount of $150,000 for any and all reasonable and documented fees, costs and expenses, whether incurred by the Individual Creditor Parties directly or by any of its or their counsel, financial advisors, consultants or other professionals), Akin Gump, Walkers, Hxxxxxxx Lxxxx Capital, Inc., Norton Rxxx Xxxxxxxxx LLP, Axxxxxx & Marsal and any other counsel, financial advisors, consultants and other professionals of such parties retained with the reasonable consent of the Company, which, for the avoidance of doubt shall include such other advisors retained by the Plan Sponsors and counsel to the Secured Notes Trustee, whenever incurred or invoiced (the “Restructuring Expenses”), on a regular and continuing basis, within two (2) business days following fifteen (15) days after delivery of an invoice to the CHC Parties and the UCC (redacted for privilege and work product), each in accordance with the agreements between the CHC Parties and the applicable firm, without any requirement for Bankruptcy Court review or further Bankruptcy Court order. The CHC Parties and the UCC shall have ten (10) days following their receipt of any invoices to review and object to the reasonableness of the including those fees and expenses included in such invoice. If any such objection is not resolved within ten (10) days after such objection is interposed, a hearing with respect thereto shall estimated to be conducted at a regularly scheduled omnibus hearing in the CHC Cases, provided, that the CHC Parties shall pay any undisputed portion of such fees, costs, and expenses on the first Thursday following fifteen (15) days after the initial presentment of such invoices. To the extent not previously paid pursuant to the Cash Collateral Orders or the PSA Approval Order, the CHC Parties shall pay all accrued and unpaid Restructuring Expenses, including estimated amounts, incurred through the Effective Date on to the extent invoiced at least one (1) Business Day before the Effective Date. Conditions Precedent to the Effective Date in cash. Restructuring Expenses invoiced after The following shall be conditions to the Effective Date (collectively, the “Conditions Precedent”): (a) the Bankruptcy Court shall have entered the Confirmation Order, which shall: (i) be in form and substance acceptable to the Lender and consistent with the Restructuring Support Agreement and the Restructuring Term Sheet; (ii) authorize the Debtors to take all actions necessary to enter into, implement, and consummate the contracts, instruments, releases, leases, and other agreements or documents created in connection with the Plan; and (iii) decree that the provisions in the Confirmation Order and the Plan are non-severable and mutually dependent. (b) the Debtors shall have entered into the new management agreement with the new Qualified Manager, who shall have committed to advance not less than $45 million; (c) Lender shall have received from the Qualified Manager an SNDA and intercreditor agreement acceptable to Lender in its sole discretion; (d) the final version of the Plan Supplement and all of the schedules, documents, and exhibits contained therein shall have been filed in a manner consistent in all material respects with the Restructuring Support Agreement, this Restructuring Term Sheet, and the Plan; (e) the Restructuring Support Agreement shall be paid promptly by in full force and effect and shall not have been terminated; (f) the reorganized CHC Parties following receipt of invoices therefor. The CHC Parties final DIP order and cash collateral order shall pay be in full force and effect and shall not have been terminated; and (g) the feesDebtors shall have implemented the transactions contemplated in this Restructuring Term Sheet in a manner consistent with the Restructuring Support Agreement, costs and expenses of the Milestone Parties pursuant to the terms set forth in the Milestone this Restructuring Term Sheet, and the Plan. Releases and Exculpations Exculpation Lender and its professionals to be included in plan exculpation and third-party release provisions. Injunction The Plan will contain customary injunction provisions.

Restructuring Fees and Expenses. The CHC Parties On and as a condition precedent to the occurrence of the Effective Date, the Debtors shall pay pay, or cause to be paid, all reasonable Restructuring Fees and documented feesExpenses not previously paid during the chapter 11 cases, costs and expenses of the Plan Sponsors, the Individual Creditor Parties (up to a maximum aggregate amount of $150,000 for any and all reasonable and documented fees, costs and expenses, whether incurred by the Individual Creditor Parties directly or by any of its or their counsel, financial advisors, consultants or other professionals), Akin Gump, Walkers, Hxxxxxxx Lxxxx Capital, Inc., Norton Rxxx Xxxxxxxxx LLP, Axxxxxx & Marsal and any other counsel, financial advisors, consultants and other professionals of such parties retained with the reasonable consent of the Company, which, for the avoidance of doubt shall include such other advisors retained by the Plan Sponsors and counsel to the Secured Notes Trustee, whenever incurred or invoiced (the “Restructuring Expenses”), on a regular and continuing basis, within two (2) business days following fifteen (15) days after delivery of an invoice to the CHC Parties and the UCC (redacted for privilege and work product), each in accordance with the agreements between the CHC Parties and the applicable firm, without any requirement for Bankruptcy Court review or further Bankruptcy Court order. The CHC Parties and the UCC shall have ten (10) days following their receipt of any invoices to review and object to the reasonableness of the including those fees and expenses included in such invoice. If any such objection is not resolved within ten (10) days after such objection is interposed, a hearing with respect thereto shall estimated to be conducted at a regularly scheduled omnibus hearing in the CHC Cases, provided, that the CHC Parties shall pay any undisputed portion of such fees, costs, and expenses on the first Thursday following fifteen (15) days after the initial presentment of such invoices. To the extent not previously paid pursuant to the Cash Collateral Orders or the PSA Approval Order, the CHC Parties shall pay all accrued and unpaid Restructuring Expenses, including estimated amounts, incurred through the Effective Date on to the extent invoiced at least one (1) Business Day before the Effective Date. Conditions Precedent to the Effective Date in cash. Restructuring Expenses invoiced after The following shall be conditions to the Effective Date (collectively, the “Conditions Precedent”): (a) the Bankruptcy Court shall have entered the Confirmation Order, which shall: (i) be in form and substance acceptable to the Lender and consistent with the Restructuring Support Agreement and the Restructuring Term Sheet; (ii) authorize the Debtors to take all actions necessary to enter into, implement, and consummate the contracts, instruments, releases, leases, and other agreements or documents created in connection with the Plan; and (iii) decree that the provisions in the Confirmation Order and the Plan are non-severable and mutually dependent. (b) the Debtors shall have entered into the new management agreement with the new Qualified Manager, who shall have committed to advance not less than $45 million; (c) Lender shall have received from the Qualified Manager an SNDA and intercreditor agreement acceptable to Lender in its sole discretion; (d) the final version of the Plan Supplement and all of the schedules, documents, and exhibits contained therein shall have been filed in a manner consistent in all material respects with the Restructuring Support Agreement, this Restructuring Term Sheet, and the Plan; (e) the Restructuring Support Agreement shall be paid promptly by in full force and effect and shall not have been terminated; (f) the reorganized CHC Parties following receipt of invoices thereforfinal DIP order and cash collateral order shall be in full force and effect and shall not have been terminated; and (g) the Debtors shall have implemented the transactions contemplated in this Restructuring Term Sheet in a manner consistent with the Restructuring Support Agreement, this Restructuring Term Sheet, and the Plan. Releases and Exculpations Exculpation Lender and its professionals to be included in plan exculpation and third-party release provisions. Injunction The CHC Parties shall pay the fees, costs and expenses Plan will contain customary injunction provisions. G eneral Restructuring Milestones Each of the Milestone Parties pursuant to following deadlines shall be at 11:59 pm New York City time on the terms dates set forth in A. on or before March 10, 2021 (the Milestone Term Sheet.“Outside Petition Date”), as such date may be extended with the consent of the Lender, the Chapter 11 Cases shall have been filed;