Extract to table

1, CBR will pay the Firm a transaction success fee (the "Success Fee") in the amount of One Hundred Fifty Thousand Dollars ($150,000), which shall be payable upon the closing of the tax-equity investment and transferable-credit sale transactions contemplated by this Engagement Letter

The Success Fee shall be invoiced promptly following closing and shall be due and payable in accordance with the payment terms set forth in Section 5

The Success Fee is earned solely upon the occurrence of the closing; if the transaction does not close for any reason (including, without limitation, a termination of this engagement, a decision by CBR not to proceed, or a failure to satisfy conditions precedent), no Success Fee shall be payable, and CBR shall have no obligation with respect thereto

Total reimbursable expenses of the types described in the foregoing sentence (exclusive of governmental filing fees, recording fees, and similar charges) shall not exceed Forty-Five Thousand Dollars ($45,000) without CBR's prior written consent

If CBR disputes any portion of an invoice, CBR shall notify the Firm in writing within fifteen (15) days of receipt and shall pay any undisputed portion in accordance with the foregoing payment terms

Limitation of Liability To the fullest extent permitted by applicable law and the rules of professional conduct, the Firm's aggregate liability to CBR arising out of or relating to the professional services performed under this Engagement Letter, whether based on contract, tort (including negligence), strict liability, or any other legal theory, shall not exceed the total fees actually paid by CBR to the Firm under this Engagement Letter