Common use of Retained Causes of Action Clause in Contracts

Retained Causes of Action. The Plan of Reorganization shall contain customary provisions regarding retention of all causes of action, including, subject to the ABL Term Sheet, any claims against Airbus related to the EC225 accident, by Reorganized CHC; provided, however, that potential chapter 5 claims against non-insider trade vendors and employees of Reorganized CHC as of the Effective Date shall be waived under the Plan of Reorganization. Releases and Exculpation The Plan of Reorganization shall include, to the extent permitted by law, customary release and exculpation provisions in favor of (i) the Debtors and their present and former directors and officers, (ii) the Plan Sponsors, (iii) the ad hoc group of holders of the Senior Secured Notes and its members, (iv) the Bank of New York Mellon, in its capacity as indenture trustee for the senior secured notes, (v) HSBC Corporate Trustee Company (UK) Limited, in its capacity as collateral agent for the Senior Secured Notes, (vi) Milestone and (vii) the UCC and its current and former members; (viii) Law Debenture Trust Company, as indenture trustee for the senior unsecured notes due 2021; (ix) the Individual Creditor Parties and (x) the foregoing’s professionals and agents, each of (i) through (x) solely in their capacity as such. Restructuring Expenses (to the Extent Not Paid Pursuant to the Cash Collateral Order) As will be more fully set forth in the Backstop Agreement and/or Plan Support Agreement, all reasonable and documented fees and expenses of the Plan Sponsors, the Individual Creditor Parties (up to a maximum aggregate amount of $150,000) including all reasonable and documented fees and expenses incurred by the counsel, financial advisors, consultants and other professionals of such parties, shall be paid on a current basis after receipt of an invoice, each in accordance with the agreements between the Debtors and the applicable firm. All Restructuring Expenses billed prior to the Effective Date shall be paid on the Effective Date. For the avoidance of doubt, such counsel, financial advisors, consultants and other professionals to be paid pursuant to this section include Akin Gump S▇▇▇▇▇▇ H▇▇▇▇ & F▇▇▇ LLP, H▇▇▇▇▇▇▇ L▇▇▇▇ Capital, Inc., such other advisors retained by the Plan Sponsors and counsel to the Bank of New York Mellon. The fees, costs and expenses of Milestone and certain other entities specified in the Milestone Term Sheet shall be paid pursuant to the terms set forth in the Milestone Term Sheet. The Plan shall provide for the payment of the reasonable and documented fees and expenses (including counsel fees) of the indenture trustee for the senior unsecured notes due 2021.

Retained Causes of Action. The Plan NewCo or the Liquidating Trust, as applicable, shall retain all rights to commence and pursue any Causes of Reorganization shall contain customary provisions regarding retention of all causes of actionAction, including, subject other than those that the Debtor releases pursuant to the ABL Term Sheet, any claims against Airbus related to the EC225 accident, by Reorganized CHC; provided, however, that potential chapter 5 claims against non-insider trade vendors and employees of Reorganized CHC as of the Effective Date shall be waived under the Plan of Reorganization. Releases and Exculpation The Plan of Reorganization shall include, to the extent permitted by law, customary release and exculpation provisions in favor acceptable to the Required Ad Hoc Senior Noteholder Parties and the Creditor’s Committee (the “Retained Causes of Action”). Notwithstanding anything herein to the contrary, NewCo or the Liquidating Trust shall retain the Debtor’s right to commence and pursue (ia) the Debtors and their present and former directors and officersFDIC Claims, (iib) any Debtor Related Party Claims to the Plan Sponsorsextent not released under the Plan, and (iiic) any claims or Causes of Action the ad hoc group of holders Debtor may have against FCB. Tax Structuring The parties will work together in good faith and will use commercially reasonable efforts to structure and implement the Restructuring in a tax-efficient and cost-effective manner (including, but not limited to, by way of the preservation or enhancement of favorable tax attributes) for the Debtor and NewCo, as applicable. The final tax structuring of the Restructuring and each Restructuring Transaction, including without limitation in respect of the formation of, capitalization of, and distribution of assets between NewCo and the Liquidating Trust, shall be acceptable to the Required Ad Hoc Senior Secured Notes Noteholder Parties and its members, (iv) the Bank Creditors’ Committee. Governance The board of New York Mellontrustees of the Liquidating Trust and, in its capacity as indenture trustee for the senior secured notesabsence of any NewCo Transaction, the board of directors of NewCo (vthe “NewCo Board”) HSBC Corporate Trustee Company (UK) Limitedshall each be appointed by the Required Ad Hoc Senior Noteholder Parties, in its capacity as collateral agent a manner reasonably acceptable to the Creditors’ Committee. Corporate governance for NewCo and the Senior Secured NotesLiquidating Trust, including charters, bylaws, liquidating trust agreement, operating agreements, or other organizational documents (vi) Milestone and (vii) the UCC and its current and former members; (viii) Law Debenture Trust Company“New Governance Documents”), as indenture trustee for applicable, shall be consistent with this Term Sheet and the senior unsecured notes due 2021; (ix) the Individual Creditor Parties and (x) the foregoing’s professionals and agents, each of (i) through (x) solely in their capacity as such. Restructuring Expenses (to the Extent Not Paid Pursuant to the Cash Collateral Order) As will be more fully consent rights set forth in the Backstop Agreement and/or Plan Support AgreementRSA, all reasonable and documented fees and expenses of the Plan Sponsors, the Individual Creditor Parties (up to a maximum aggregate amount of $150,000) including all reasonable and documented fees and expenses incurred by the counsel, financial advisors, consultants and other professionals of such parties, shall in any event be paid on a current basis after receipt of an invoice, each in accordance with the agreements between the Debtors and the applicable firm. All Restructuring Expenses billed prior acceptable to the Effective Date shall be paid on the Effective Date. For the avoidance of doubt, such counsel, financial advisors, consultants Required Ad Hoc Senior Noteholder Parties and other professionals to be paid pursuant to this section include Akin Gump S▇▇▇▇▇▇ H▇▇▇▇ & F▇▇▇ LLP, H▇▇▇▇▇▇▇ L▇▇▇▇ Capital, Inc., such other advisors retained by the Plan Sponsors and counsel reasonably acceptable to the Bank of New York MellonCreditors’ Committee. The fees, costs Professional Fees and expenses of Milestone and certain other entities specified in the Milestone Term Sheet shall be paid pursuant to the terms set forth in the Milestone Term Sheet. Expenses The Plan shall provide for the payment in full in cash of the reasonable (a) all Professional Fees and documented fees Expenses, (b) all Senior Note Trustee Expenses, and expenses (including counsel feesc) all Subordinated Note Trustee Expenses, and Claims in respect of the indenture trustee such amounts shall be deemed to be Allowed Administrative Claims for the senior unsecured notes due 2021all purposes hereunder.

Retained Causes of Action. The Reorganized Debtors, as applicable, shall retain all rights to commence and pursue any Causes of Action, other than any Causes of Action that the Debtors have released pursuant to the release and exculpation provisions outlined in this Plan Term Sheet and implemented pursuant to the Plan. Conditions Precedent to Restructuring The following shall be conditions to the Plan Effective Date (the “Conditions Precedent”): (a) the Bankruptcy Court shall have entered the Confirmation Order, which shall: (i) be in form and substance consistent with the Plan Support Agreement; (ii) authorize the Debtors to take all actions necessary to enter into, implement, and consummate the contracts, instruments, releases, leases, indentures, and other agreements or documents created in connection with the Plan; (iii) decree that the provisions in the Confirmation Order and the Plan are nonseverable and mutually dependent; (iv) authorize the Debtors, as applicable/necessary, to: (a) implement the Restructuring Transactions, including the Rights Offering; (b) issue the New Common Stock pursuant to the exemption from registration under the Securities Act provided by section 1145 of Reorganization the Bankruptcy Code or other exemption from such registration or pursuant to one or more registration statements; (c) make all distributions and issuances as required under the Plan, including cash and the New Common Stock; and (d) enter into any agreements, transactions, and sales of property as set forth in the Plan Supplement, including the New Exit Facility and the Management Incentive Plan; (v) authorize the implementation of the Plan in accordance with its terms; and (vi) provide that, pursuant to section 1146 of the Bankruptcy Code, the assignment or surrender of any lease or sublease, and the delivery of any deed or other instrument or transfer order, in furtherance of, or in connection with the Plan, including any deeds, bills of sale, or assignments executed in connection OTHER MATERIAL PROVISIONS REGARDING THE RESTRUCTURING with any disposition or transfer of assets contemplated under the Plan, shall contain customary provisions regarding retention of all causes of action, including, not be subject to any stamp, real estate transfer, mortgage recording, or other similar tax; (b) the ABL Debtors shall have obtained all authorizations, consents, regulatory approvals, rulings, or documents that are necessary to implement and effectuate the Plan; (c) 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 Plan Support Agreement, this Plan Term Sheet, any claims against Airbus and the Plan; (d) the Plan Support Agreement shall remain in full force and effect and shall not have been terminated; (e) the final order approving the DIP Facility shall remain in full force and effect; (f) the Bankruptcy Court shall have entered the BCA Approval Order; (g) the Backstop Commitment Agreement shall remain in full force and effect and shall not have been terminated; (h) the Rights Offering shall have been consummated and shall have been conducted in accordance with the procedures set forth in the Plan; (i) the Uniti Transactions shall have been consummated; (j) the documentation related to the EC225 accident, New Exit Facility shall have been duly executed and delivered by Reorganized CHC; provided, however, that potential chapter 5 claims against non-insider trade vendors and employees of Reorganized CHC as all of the Effective Date shall be waived under Entities that are parties thereto and all conditions precedent (other than any conditions related to the occurrence of the Plan Effective Date) to the effectiveness of Reorganization. Releases the New Exit Facility shall have been satisfied or duly waived in writing in accordance with the terms of each of the New Exit Facility and Exculpation The the closing of the New Exit Facility shall have occurred; (k) all actions, documents, certificates, and agreements necessary to implement the Plan of Reorganization (including any documents contained in the Plan Supplement) shall includehave been effected or executed and delivered to the required parties and, to the extent permitted by lawrequired, customary release and exculpation provisions in favor of (i) filed with the Debtors and their present and former directors and officers, (ii) the Plan Sponsors, (iii) the ad hoc group of holders of the Senior Secured Notes and its members, (iv) the Bank of New York Mellonapplicable governmental units, in its capacity as indenture trustee for accordance with applicable laws and shall comply with the senior secured notes, (v) HSBC Corporate Trustee Company (UK) Limited, in its capacity as collateral agent for the Senior Secured Notes, (vi) Milestone and (vii) the UCC and its current and former members; (viii) Law Debenture Trust Company, as indenture trustee for the senior unsecured notes due 2021; (ix) the Individual Creditor Parties and (x) the foregoing’s professionals and agents, each of (i) through (x) solely in their capacity as such. Restructuring Expenses (to the Extent Not Paid Pursuant to the Cash Collateral Order) As will be more fully consent rights set forth in the Backstop Agreement and/or Plan Support Agreement, ; (l) all reasonable and documented professional fees and expenses of retained professionals that require the Plan Sponsors, the Individual Creditor Parties (up Bankruptcy Court’s approval shall have been paid in full or amounts sufficient to a maximum aggregate amount of $150,000) including all reasonable and documented pay such fees and expenses incurred by after the counsel, financial advisors, consultants and other professionals of such parties, shall be paid on a current basis after receipt of an invoice, each in accordance with the agreements between the Debtors and the applicable firm. All Restructuring Expenses billed prior to the Plan Effective Date shall be paid on have been placed in a professional fee escrow account pending the Effective Date. For the avoidance Bankruptcy Court’s approval of doubt, such counsel, financial advisors, consultants fees and other professionals to be paid pursuant to this section include Akin Gump S▇▇▇▇▇▇ H▇▇▇▇ & F▇▇▇ LLP, H▇▇▇▇▇▇▇ L▇▇▇▇ Capital, Inc., such other advisors retained by the Plan Sponsors and counsel to the Bank of New York Mellon. The fees, costs and expenses of Milestone and certain other entities specified in the Milestone Term Sheet shall be paid pursuant to the terms set forth in the Milestone Term Sheet. The Plan shall provide for the payment of the reasonable and documented expenses; (m) all professional fees and expenses (including counsel fees) and of the indenture trustee for the senior unsecured notes due 2021.advisors to the