Extract to table

The engagement shall become effective as of the date of this letter upon countersignature by an authorized representative of Fairwater

Fairwater agrees to execute the Form 2848 and any related authorization documents in a timely manner so as not to delay the filing of the Ruling Request

Fees for professional services rendered by Calderwood & Harkness in connection with this engagement will be charged on an hourly basis at the following standard rates, which reflect the rates in effect as of the date of this letter: These rates are the Firm's current standard rates and are subject to periodic adjustment in the ordinary course; however, the Firm agrees that no rate increases will be applied to any time incurred in connection with this engagement without at least thirty (30) days' prior written notice to Fairwater, and any such rate adjustment shall apply only to time incurred after the effective date of the notice

Notwithstanding the hourly billing arrangement described above, total professional fees for the engagement shall not exceed Four Hundred Eighty-Five Thousand Dollars ($485,000) (the "Fee Cap"), exclusive of disbursements and the IRS user fee described in Section 7 below

Nothing in this Section 12 shall be construed to limit the Firm's liability for its own professional negligence or willful misconduct

Governing Law This engagement letter shall be governed by and construed in accordance with the laws of the District of Columbia, without regard to its conflict-of-laws principles