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Case 1:20-bk-12043 Doc 108 Filed 07/27/20 Entered 07/27/20 15:09:40 Desc Main <br /> Document Page 8 of 13 <br /> to undertake and to account for the potential unfavorable outcome resulting from factors outside <br /> of EVA's control. <br /> 22. The Debtors and EVA negotiated the Fee and Expense Structure to function as an <br /> interrelated, integrated unit, in correspondence with EVA's services, which EVA renders not in <br /> parts, but as a whole. It would be contrary to the intention of Debtors and EVA for any isolated <br /> component of the Fee and Expense Structure to be treated as sufficient consideration for any <br /> isolated portion of EVA's services. Instead, the Debtors and EVA intend that EVA's services be <br /> considered as a whole that is to be compensated by the Fee and Expense Structure in its entirety. <br /> 23. The Debtors acknowledge and agree that EVA's restructuring, strategic, and <br /> financial expertise as well as its capital markets knowledge, financing skills, restructuring <br /> capabilities, and mergers and acquisitions expertise, some or all of which may be required by the <br /> Debtors during the term of EVA's engagement hereunder, were important factors in determining <br /> the Fee and Expense Structure,and the ultimate benefit to the Debtors of EVA's services hereunder <br /> could not be measured by reference to the number of hours to be expended by EVA's professionals <br /> in the performance of such services. <br /> 24. The Debtors also acknowledge and agree that the Fee and Expense Structure <br /> reflects the substantial commitment of professional time and effort by EVA and its professionals, <br /> and that such commitment may foreclose other opportunities for EVA. In addition,the actual time <br /> and commitment required by EVA and its professionals to perform services may vary substantially <br /> from week to week and month to month, creating"peak load" issues for EVA. <br /> 25. In light of the foregoing and given the numerous issues that EVA may be required <br /> to address in the performance of its services hereunder, EVA's commitment to the variable level <br /> of time and effort necessary to address all such issues as they arise, and the market prices for <br /> 8 <br />