Extract to table

Any past-due invoice shall accrue interest at the rate of one percent (1

Nothing in this engagement letter, and no action taken by the Firm in the course of performing services hereunder, shall be construed to create an attorney-client relationship between the Firm and any person or entity other than the Company and the SPE

The Company's obligation to pay such fees and expenses shall survive the termination of this engagement

Limitation of Liability To the fullest extent permitted by applicable law, the Firm's aggregate liability to the Company (and its affiliates, officers, directors, employees, equity holders, and agents) arising out of or relating to this engagement, whether based on contract, tort, negligence, professional malpractice, or any other theory of liability, shall not exceed the total professional fees actually paid by the Company to the Firm in connection with this engagement

This limitation of liability shall not apply to claims arising from the Firm's willful misconduct or gross negligence

To the extent that the Firm has already commenced preliminary work on this matter at the Company's request in advance of the execution of this letter, including initial review of the term sheet and preliminary conflicts clearance, the Company agrees that the terms and conditions set forth herein shall apply retroactively to all work performed by the Firm in connection with this matter, and that such work shall be subject to the billing rates, payment terms, and other provisions of this engagement letter