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Case 1:20-bk-12043 Doc 108-2 Filed 07/27/20 Entered 07/27/20 15:09.40 Desc <br /> Exhibit B - Declaration of Seth Schwartz Page 6 of 11 <br /> payable to EVA in connection with a series of transactions, each such fee shall be paid <br /> to EVA. <br /> 10. EVA believes that the Fee and Expense Structure is comparable to those generally <br /> charged by sale advisors of similar stature to EVA for comparable engagements, both in- and out- <br /> of-court, and reflects a balance between a fixed fee, and a contingency amount, which are tied to <br /> the consummation and closing of the transactions and services contemplated by the Debtors and <br /> EVA in the Engagement Letter. <br /> 11. The Fee and Expense Structure summarized above and described fully in the <br /> Engagement Letter is consistent with EVA's normal and customary billing practices for <br /> comparably sized and complex cases and transactions, both in and out-of-court, involving the <br /> services to be provided in connection with the chapter 1 1 cases. <br /> 12. To induce EVA to represent the Debtors, the Fee and Expense Structure was <br /> established to reflect the difficulty of the extensive assignments EVA has undertaken and expects <br /> to undertake and to account for the potential unfavorable outcome resulting from factors outside <br /> of EVA's control. <br /> 13. 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 /> 14. EVA's restructuring, strategic and financial expertise, as well as its capital markets <br /> knowledge, financing skills and mergers and acquisitions expertise, some or all of which may be <br /> required by the Debtors during the term of EVA's engagement hereunder, were important factors <br /> 6 <br />