1023-00001 · Ironside Capital Management LP · Correspondence

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CALDERWOOD & HARKNESS LLP

Attorneys at Law

125 Broad Street, 44th Floor New York, New York 10004

Telephone: (212) 558-4000 Facsimile: (212) 558-3588

January 15, 2023

VIA EMAIL AND OVERNIGHT COURIER

Charles A. Delacroix, Esq. Breckenridge Sloane & Pratt LLP One Federal Street, Suite 3600 Boston, MA 02110

Re: ICM Cascadia Co-Invest, LP — Reservation of Rights During Dormancy Period

Matter No.: 1023-00001

Dear Charles:

I. Purpose and Background

This firm represents Ironside Capital Management LP ("Ironside") in all matters relating to ICM Cascadia Co-Invest, LP (the "Vehicle"), a Delaware limited partnership (EIN: 88-3921457; Delaware Secretary of State File Number 7439218) formed on July 22, 2022 for the purpose of co-investing alongside Meridian Infrastructure Partners Fund IV, LP ("Fund IV") in the acquisition of one hundred percent (100%) of the equity interests of Cascadia Renewables Holdings, Inc. ("Cascadia"), an Oregon corporation. We understand that your firm, Breckenridge Sloane & Pratt LLP ("BSP"), serves as counsel to Meridian Infrastructure Partners LP ("Meridian") and Meridian Infrastructure GP IV LLC (the "GP"), the general partner of the Vehicle.

We write this letter in connection with the capital-call suspension notice issued by the GP on January 9, 2023 (the "Suspension Notice"), declaring a Material Impediment Event under Section 7.04 of the Amended and Restated Limited Partnership Agreement of the Vehicle, dated July 29, 2022 (the "LP Agreement"), and the resulting dormancy of the Vehicle. As you are aware, the Suspension Notice was delivered to Ironside by electronic mail on January 9, 2023 at 4:17 p.m. Eastern Time, with a follow-up hard copy received via overnight courier on January 10, 2023.

The purpose of this letter is to formally reserve all of Ironside's rights, remedies, powers, privileges, and entitlements under the LP Agreement, the Side Letter between Ironside and the GP dated July 29, 2022 (the "Side Letter"), the Co-Investment Allocation Agreement between Fund IV and the Vehicle dated July 29, 2022 (the "Co-Investment Allocation Agreement"), and all other operative documents governing the Vehicle, during the dormancy period and any subsequent reactivation or wind-down of the Vehicle. Nothing in this letter, or in any prior or subsequent communications between the parties or their respective counsel, shall be construed as a waiver, limitation, or modification of any such rights, remedies, or entitlements.

II. Acknowledgment of the Suspension Notice and Material Impediment Event

Ironside acknowledges receipt of the Suspension Notice dated January 9, 2023 issued by Meridian Infrastructure GP IV LLC in its capacity as general partner of the Vehicle, purportedly pursuant to Section 7.04 of the LP Agreement. We note that the GP has declared a Material Impediment Event based on what the GP describes as the expected failure of certain conditions precedent to closing the acquisition of Cascadia. Specifically, the GP's declaration arises from the ongoing renegotiation of the forty (40)-year water-treatment concession for the Bull Run Filtration Project (the "Bull Run Concession") between Cascadia and the Portland Metropolitan Water District (the "Water District"), following the Water District's October 28, 2022 formal notice to Cascadia citing changed regulatory requirements imposed by Oregon Senate Bill 1567 (2022) (the "SB 1567 Notice").

We further note that, by letter dated November 10, 2022, Meridian notified Ironside of what it characterized as a material adverse development relating to the Bull Run Concession and the potential impact on the transaction timeline. Subsequent to that notification, the parties to the Equity Purchase Agreement dated September 15, 2022 (the "EPA") executed the First Amendment to the Equity Purchase Agreement dated November 22, 2022 (the "First Amendment"), pursuant to which the outside date for closing the Cascadia acquisition was extended from December 31, 2022 to March 31, 2023.

We wish to make clear, however, that Ironside's acknowledgment of receipt of the Suspension Notice does not constitute, and shall not be deemed to constitute, a concession of, or agreement to, the GP's characterization of the underlying facts, the legal sufficiency of the Material Impediment Event declaration, or the propriety of the GP's decision to suspend capital calls and declare dormancy at this time. Ironside expressly reserves the right to challenge the GP's characterization of the Material Impediment Event and the declaration thereof, and to contest the factual and legal basis for the Suspension Notice, at any time and in any forum of competent jurisdiction. Without limiting the generality of the foregoing, Ironside reserves the right to assert that the events described in the Suspension Notice do not satisfy the definition of "Material Impediment Event" set forth in Section 1.01 of the LP Agreement or the substantive and procedural requirements of Section 7.04 thereof.

III. Status of Capital Contributions and Financial Position

For purposes of establishing a clear record during the dormancy period, we set forth the following summary of the capital commitment and contribution status of the Vehicle as of the date of this letter:

Total committed capital to the Vehicle is Three Hundred Million Dollars ($300,000,000), allocated as follows:

(a) The GP's 0.01% commitment: Thirty Thousand Dollars ($30,000); and

(b) Ironside's 99.99% limited partner commitment: Two Hundred Ninety-Nine Million Nine Hundred Seventy Thousand Dollars ($299,970,000).

A single capital call was issued on August 15, 2022 in the aggregate amount of Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), representing 7.5% of total committed capital. Ironside's pro rata share of that capital call was Twenty-Two Million Four Hundred Ninety-Seven Thousand Seven Hundred Fifty Dollars ($22,497,750), which was timely funded. The proceeds of the capital call were applied as follows:

(i) Organizational expenses (including legal, formation, and filing costs): $285,000;

(ii) Placement-agent fee payable to Rivermark Capital Markets Inc., at a rate of 0.35% of committed capital: $1,050,000;

(iii) Representations and warranties insurance premium deposit payable to Northgate Specialty Insurance Co. (Policy No. NSW-RI-2022-09814): $4,875,000;

(iv) Due-diligence costs, third-party consultant fees, and refundable and non-refundable deposits: $12,790,000; and

(v) Working-capital reserve: $3,500,000.

Accordingly, unfunded capital commitments as of the date hereof remain at Two Hundred Seventy-Seven Million Five Hundred Thousand Dollars ($277,500,000) (i.e., $300,000,000 total committed capital minus $22,500,000 funded capital).

Ironside expects full, detailed, and timely accounting and reporting on the disposition, investment, and current status of all called capital during the dormancy period, as required under Section 9.01 of the LP Agreement and Section 3 of the Side Letter. This includes, without limitation, disclosure of any interest earned on uninvested capital, any expenditures from the working-capital reserve, and any changes in the status of refundable deposits or escrow accounts. We request that the GP instruct the fund administrator, Kendrick Thorne & Associates LLP, to prepare and deliver to Ironside a comprehensive capital account statement as of December 31, 2022 no later than February 15, 2023.

IV. Express Reservation of Rights Under the LP Agreement

Ironside hereby expressly reserves, and does not waive, relinquish, or otherwise limit, any and all rights, remedies, powers, privileges, and entitlements under the LP Agreement, the Side Letter, the Co-Investment Allocation Agreement, and all other operative documents. Without limiting the generality of the foregoing, Ironside specifically reserves the following rights:

A. Information and Reporting Rights

Ironside reserves its right to receive quarterly status reports from the GP during the dormancy period, as required under Section 7.04(d) of the LP Agreement and Section 3 of the Side Letter. Such reports shall include, at a minimum: (i) updates on the status of the Bull Run Concession renegotiation between Cascadia and the Portland Metropolitan Water District; (ii) updates on the status of the EPA and any proposed amendments, extensions, or termination thereof; (iii) the status of all pending regulatory approvals and any actions taken or required to preserve such approvals; (iv) a detailed statement of the financial position of the Vehicle, including capital account balances, expenditures during the preceding quarter, and any material changes in the Vehicle's assets or liabilities; and (v) any other information that would be material to Ironside's evaluation of the Vehicle's status, prospects, or risk profile.

Ironside further reserves its right to receive audited financial statements of the Vehicle and the applicable Schedule K-1 for each fiscal year or partial fiscal year from the fund administrator, Kendrick Thorne & Associates LLP, on a timely basis and in no event later than ninety (90) days following the close of each fiscal year, as required under Section 9.02 of the LP Agreement.

Additionally, Ironside reserves its right to inspect the books and records of the Vehicle at reasonable times and upon reasonable notice, as provided under Section 9.03 of the LP Agreement and Section 17-305 of the Delaware Revised Uniform Limited Partnership Act (6 Del. C. § 17-305).

B. Capital Call Protections

Ironside reserves its right to confirmation from the GP that no further capital calls will be made during the dormancy period absent (i) resolution or withdrawal of the Material Impediment Event declaration in accordance with the procedures set forth in Section 7.04(b) of the LP Agreement, and (ii) full compliance with the notice and procedural requirements governing capital calls under Section 4.01 of the LP Agreement, including the requisite fifteen (15) business days' prior written notice and specification of the purpose for which the called capital will be used.

Ironside further reserves the right to challenge any future capital call that does not comply in all material respects with the terms and conditions of the LP Agreement, including any capital call issued during the dormancy period without proper resolution of the Material Impediment Event. Ironside's funding of the August 15, 2022 capital call, and any future forbearance with respect to capital call procedures, shall not be construed as a waiver of this right.

C. Wind-Down Election Right — LP Agreement §7.04(c)

Ironside hereby explicitly reserves its right under Section 7.04(c) of the LP Agreement to elect the wind-down of the Vehicle in the event that the dormancy period exceeds eighteen (18) consecutive months from the date of the Suspension Notice. Calculated from the January 9, 2023 date of the Suspension Notice, the eighteen-month dormancy mark falls on July 9, 2024.

Ironside reserves the right to exercise this wind-down election at or after July 9, 2024, in its sole and absolute discretion, and to deliver the requisite written notice of such election to the GP in accordance with Section 7.04(c). Nothing in this letter, in any communication between the parties or their counsel, or in any course of conduct, course of dealing, delay, or forbearance by Ironside during the dormancy period shall be deemed to constitute a waiver, modification, estoppel, or limitation of Ironside's wind-down election right under Section 7.04(c).

For the avoidance of doubt, upon the exercise of the wind-down election, the GP would be obligated to commence an orderly dissolution and winding up of the Vehicle in accordance with Article XII of the LP Agreement, including the return of uncommitted capital and the distribution of remaining assets net of all expenses, liabilities, and obligations, in accordance with the distribution waterfall set forth in Section 5.01 of the LP Agreement.

D. Rights Regarding GP Conduct and Fiduciary Duties

Ironside reserves all rights to hold the GP accountable for the full and faithful performance of all fiduciary duties owed to the Vehicle and to Ironside as the Vehicle's limited partner during the dormancy period, including without limitation the duties of care and loyalty as they apply under the LP Agreement and applicable Delaware law. The GP remains bound by the standard of care set forth in Section 6.06 of the LP Agreement, and Ironside expects the GP to manage the Vehicle's affairs during the dormancy period with the same degree of skill, diligence, and prudence that a reasonably experienced general partner would exercise under comparable circumstances.

In particular, Ironside expects the GP to manage dormancy-period operating expenses prudently and to avoid incurring any expenditures that are unnecessary, excessive, or outside the scope of ordinary dormancy management. Based on our review of the LP Agreement and the Side Letter, we estimate that annualized dormancy operating expenses — including fund administration fees payable to Kendrick Thorne & Associates LLP, registered agent fees, Delaware franchise tax, annual audit costs, and Schedule K-1 preparation — should approximate One Hundred Eighty-Five Thousand Dollars ($185,000). Ironside reserves the right to challenge any expenditure that materially exceeds this estimate or that is not reasonably necessary for the maintenance and preservation of the Vehicle during the dormancy period.

Ironside further reserves the right to challenge any action taken or omitted by the GP during the dormancy period that is outside the scope of ordinary dormancy management, that would prejudice Ironside's interests, or that would diminish, impair, or jeopardize the Vehicle's assets, rights, or contractual positions, including but not limited to the Vehicle's rights under the EPA, the Bull Run Concession, any regulatory approvals, and the R&W insurance policy.

E. Consent Rights and Governance Protections

Ironside reserves all consent rights, approval rights, and governance protections to which it is entitled under the LP Agreement and the Side Letter with respect to any material action by the GP during the dormancy period. Without limiting the generality of the foregoing, Ironside reserves its consent rights with respect to each of the following categories of GP action:

(i) Reactivation of the Vehicle. Any reactivation of the Vehicle or resumption of capital calls following the dormancy period, which requires the prior written consent of Ironside under Section 7.04(b) of the LP Agreement;

(ii) Amendments or Extensions of the EPA. Any further amendment, modification, supplement, or extension of the Equity Purchase Agreement, including any further extension of the outside date beyond March 31, 2023. We note that the EPA has already been amended once, with the outside date extended from December 31, 2022 to March 31, 2023 by the First Amendment dated November 22, 2022, and that any further amendments require appropriate notice to and, where applicable, the prior written consent of Ironside, as provided under Section 8.03 of the LP Agreement and Section 5(a) of the Side Letter;

(iii) Financing Arrangements. The entry into any new financing arrangements, or the amendment, modification, waiver, or termination of the existing debt commitment letter with Atlas National Bank, N.A. (providing for a Nine Hundred Seventy-Five Million Dollar ($975,000,000) senior secured term loan and a One Hundred Fifty Million Dollar ($150,000,000) revolving credit facility) and Pinnacle Credit Partners LLC (providing for a Three Hundred Twenty-Five Million Dollar ($325,000,000) participation in the term loan), or any related fee letters, engagement letters, or ancillary financing documents;

(iv) Concession Modifications. Any settlement, compromise, renegotiation, or modification of the Bull Run Concession or any related agreements, arrangements, or understandings involving Cascadia, the Portland Metropolitan Water District, or any governmental authority, to the extent that such settlement, compromise, renegotiation, or modification would affect the terms, value, or economics of the Cascadia acquisition or the Vehicle's investment therein;

(v) Commitment of Additional Resources. Any commitment of additional Vehicle resources, capital, or assets, or the incurrence of any material obligation or liability on behalf of the Vehicle, beyond those necessary for ordinary dormancy management as described in Section IV.D above.

Ironside expects that the GP will not take any action falling within the categories described above without first providing Ironside with reasonable prior written notice and, where required by the LP Agreement or the Side Letter, obtaining Ironside's prior written consent.

F. Rights Under the Co-Investment Allocation Agreement

Ironside reserves all rights, benefits, and entitlements under the Co-Investment Allocation Agreement dated July 29, 2022 between Fund IV and the Vehicle. As set forth in the Co-Investment Allocation Agreement, the Vehicle is entitled to a 28.57% share (Three Hundred Million Dollars ($300,000,000) of One Billion Fifty Million Dollars ($1,050,000,000) total equity) of any benefits, distributions, allocations, recoveries, or proceeds arising from or in connection with the Cascadia transaction. Fund IV's share is 71.43% (Seven Hundred Fifty Million Dollars ($750,000,000)).

Ironside reserves the right to enforce the Vehicle's co-investment allocation and to ensure that the Vehicle's proportionate share of any economic benefits, distributions, or recoveries is fully preserved during the dormancy period and upon any reactivation, closing, or wind-down of the transaction.

G. Carried Interest and Preferred Return Protections

Ironside reserves all rights with respect to carried interest and preferred return provisions under the LP Agreement. As set forth in Section 5.01(c) of the LP Agreement, Meridian Infrastructure GP IV LLC is entitled to a carried interest distribution equal to ten percent (10%) of the Vehicle's net profits above an eight percent (8%) per annum preferred return to Ironside, compounded quarterly.

We confirm, and request that the GP confirm, that no carried interest has accrued, been calculated, or been paid to the GP as of the date of this letter, and that no carried interest shall accrue during the dormancy period in the absence of net profits exceeding the preferred return hurdle. We further note that no management fee applies to the Vehicle, pursuant to Section 2 of the Side Letter, and request confirmation that no management fee or analogous charge has been or will be assessed during the dormancy period.

V. R&W Insurance Policy and Tolling

The Vehicle is the named insured under the representations and warranties insurance policy issued by Northgate Specialty Insurance Co. (Policy No. NSW-RI-2022-09814), which was bound on September 1, 2022. The policy provides coverage of up to One Hundred Ninety-Five Million Dollars ($195,000,000), representing ten percent (10%) of the One Billion Nine Hundred Fifty Million Dollars ($1,950,000,000) enterprise value of Cascadia. A premium deposit of Four Million Eight Hundred Seventy-Five Thousand Dollars ($4,875,000) was paid from capital-call proceeds on September 2, 2022.

We understand that the parties are currently negotiating, or may have executed as of January 20, 2023, a side letter with Northgate Specialty Insurance Co. (the "Tolling Letter") to toll the R&W policy coverage period during the dormancy of the Vehicle. Ironside reserves all rights under the R&W insurance policy and expects that the Tolling Letter, or any other arrangement reached with Northgate Specialty, will fully preserve the scope, terms, and duration of coverage under the R&W policy without diminution, expiration, or prejudice to the Vehicle's rights thereunder. Ironside requests that a copy of the fully executed Tolling Letter be provided to this firm promptly upon execution, and that Ironside and its counsel be consulted on any material terms of the Tolling Letter prior to its finalization.

If the Tolling Letter has not yet been executed, Ironside urges the GP to complete negotiations and execute the tolling arrangement on an expedited basis, and to keep Ironside informed of the status of those negotiations. Any lapse, diminution, or material modification of R&W insurance coverage during the dormancy period would constitute a matter of serious concern to Ironside, and Ironside reserves all rights with respect thereto.

VI. Regulatory Approvals

The Cascadia acquisition requires or has required certain regulatory approvals, the status of which is summarized below:

(a) FERC Section 203 Approval. Approval under Section 203 of the Federal Power Act was received on December 15, 2022 (FERC Docket No. EC22-143-000), conditioned upon the timely filing of license-transfer applications and subject to an eighteen (18)-month lapse provision if the transaction does not close within that period. Ironside notes that the eighteen-month lapse date, calculated from December 15, 2022, falls on June 15, 2024, and that the GP must take all necessary steps to preserve this approval during the dormancy period, including filing any required status reports, extension requests, or supplemental applications with FERC.

(b) Oregon Public Utility Commission (OPUC) Application. An application was filed with the OPUC on October 14, 2022 (OPUC Docket No. UM-2287), and remains pending as of the date of this letter. Ironside understands that the parties may seek a stay of proceedings before the OPUC during the dormancy period. Ironside reserves the right to be consulted regarding any request for a stay, withdrawal, or modification of the OPUC application, and to receive prompt notice of any action taken by the OPUC in connection with the application.

(c) CFIUS Voluntary Notice. The parties filed a voluntary notice with the Committee on Foreign Investment in the United States, which was acknowledged on September 20, 2022. We understand that no further action was required by CFIUS with respect to the transaction. Ironside reserves all rights with respect to any future CFIUS inquiry, review, or action that may arise during the dormancy period.

Ironside reserves the right to require the GP to take all necessary steps to preserve, extend, or renew each of the foregoing regulatory approvals during the dormancy period, and to hold the GP responsible for any lapse, expiration, or revocation of any approval that prejudices the Vehicle, Ironside, or the Cascadia transaction. The GP's failure to take timely and effective action to preserve regulatory approvals would constitute a breach of the GP's duties under the LP Agreement and would give rise to claims for which Ironside expressly reserves all remedies.

VII. EPA and Transaction Documents

The Equity Purchase Agreement dated September 15, 2022 was entered into among the Selling Shareholders — namely, Timberline Growth Equity Fund III, LP (holding 62% of Cascadia's equity), the Weir Family Trust (holding 18% of Cascadia's equity), and the Management Rollover Pool (holding 20% of Cascadia's equity) — Cascadia Renewables Holdings, Inc., and Cascadia Acquisition Corp., the special-purpose acquisition vehicle. As noted above, the EPA outside date was extended from December 31, 2022 to March 31, 2023 by the First Amendment dated November 22, 2022.

Ironside reserves all rights with respect to the EPA and any further amendments, extensions, waivers, or termination thereof, including without limitation the right to be consulted and to receive prior written notice of any proposed amendments or extensions, and, where applicable under the LP Agreement or the Side Letter, the right to withhold consent to any such amendments or extensions. In the event that the EPA outside date is not further extended and the EPA terminates by its terms on March 31, 2023, Ironside reserves all rights with respect to the consequences of such termination, including the right to exercise the wind-down election under Section 7.04(c) and the right to pursue any claims against the GP or other parties arising from or relating to the termination.

Ironside also reserves all rights under the ancillary transaction documents to which the Vehicle is a party or a third-party beneficiary, including without limitation the Escrow Agreement, the Transition Services Agreement, the Restrictive Covenant Agreements with Cascadia management, the Stockholders Agreement (to be effective at closing), and any and all side letters, fee letters, engagement letters, and other agreements executed in connection with the Cascadia acquisition.

VIII. No Waiver / Anti-Waiver

This letter and any course of dealing, course of performance, delay, or forbearance by Ironside during the dormancy period shall not constitute, and shall not be construed as constituting, a waiver, estoppel, election of remedies, or modification of any of Ironside's rights, remedies, powers, privileges, or entitlements under the LP Agreement, the Side Letter, the Co-Investment Allocation Agreement, the R&W insurance policy, or any other operative document. No waiver by Ironside shall be effective unless made in a writing specifically identified as a waiver and signed by an authorized representative of Ironside. A waiver of any particular right or remedy on one occasion shall not be deemed a waiver of any other right or remedy, or of the same right or remedy on any subsequent occasion.

All of Ironside's rights and remedies under the LP Agreement, the Side Letter, the Co-Investment Allocation Agreement, and the other operative documents are cumulative and not exclusive of any other rights or remedies available to Ironside at law, in equity, or otherwise, including without limitation any rights or remedies under the Delaware Revised Uniform Limited Partnership Act (6 Del. C. §§ 17-101 et seq.), the common law of fiduciary duty, or any other applicable statute, rule, or regulation.

Ironside specifically reserves the right to exercise any right or remedy at any time and without prior notice to the GP or any other party, except to the extent that notice is expressly and specifically required by a particular provision of the LP Agreement.

IX. Governing Law

The LP Agreement is governed by, and shall be construed in accordance with, the laws of the State of Delaware without regard to conflicts of laws principles that would result in the application of the laws of any other jurisdiction. This letter and the reservations of rights set forth herein are made under and subject to Delaware law, and any disputes arising from or relating to this letter or the matters addressed herein shall be resolved in accordance with the dispute resolution provisions of the LP Agreement, including the exclusive jurisdiction and venue provisions set forth in Section 13.09 thereof.

X. Request for Confirmation

Ironside respectfully requests that BSP, on behalf of Meridian and the GP, promptly acknowledge receipt of this letter and confirm in writing that:

(a) The GP has received and reviewed this letter and the reservations of rights set forth herein;

(b) The GP will comply with all of its obligations during the dormancy period as outlined in this letter and as required by the LP Agreement, the Side Letter, and the other operative documents;

(c) The GP will provide quarterly status reports to Ironside and its counsel in accordance with Section 7.04(d) of the LP Agreement and Section 3 of the Side Letter, with the first such report to be delivered no later than April 15, 2023 covering the period from January 9, 2023 through March 31, 2023;

(d) The GP will refrain from taking any material action during the dormancy period — including, without limitation, any action falling within the categories described in Section IV.E above — without first providing appropriate prior written notice to, and where applicable obtaining the prior written consent of, Ironside and its counsel; and

(e) The GP will take all necessary and appropriate steps to preserve, protect, and maintain the Vehicle's assets, contractual rights, regulatory approvals, and insurance coverage during the dormancy period.

We would appreciate receiving BSP's written confirmation within fifteen (15) business days of the date of this letter.

XI. Contact Information and Copies

Please direct all communications regarding the Vehicle and the dormancy period to:

Pamela Cross Calderwood & Harkness LLP 125 Broad Street, 44th Floor New York, NY 10004 Telephone: (212) 558-4127

Email: pcross@calderwoodharkness.com

With a copy to:

Nicholas Stern Calderwood & Harkness LLP 125 Broad Street, 44th Floor New York, NY 10004 Telephone: (212) 558-4233

Email: nstern@calderwoodharkness.com

Copies of this letter are being sent simultaneously to the following individuals:

Marcus J. Calloway, Founder & Chief Investment Officer Ironside Capital Management LP 590 Madison Avenue, 38th Floor New York, NY 10022

Renata Obasi, Senior Managing Director, Infrastructure Ironside Capital Management LP 590 Madison Avenue, 38th Floor New York, NY 10022

We trust that the GP and Meridian share Ironside's interest in preserving the Vehicle's assets, rights, and contractual positions during the dormancy period and in ensuring that the parties' respective rights and obligations are clearly understood and respected. We look forward to receiving BSP's prompt written confirmation of the matters set forth in Section X above, and we remain available to discuss any aspect of this letter at your convenience.

Very truly yours,