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ADDITIONAL TERMS <br />This document sets forth McDermott Will & Emery LLP's additional standard terms of engagement for <br />providing legal services. These terms are an integral part of our agreement with you. You should review <br />this document carefully and retain it for your files. Ifyou have any questions, please contact us promptly. <br />O U R S E R V I C E S T O Y O U— In our engagement letter with you, we specify the matter in which <br />we will be representing you. It is important that you have a clear understanding of the legal services we <br />will provide. If at any time you have questions regarding the scope of our services, please communicate <br />with your principal contact at the Firm. <br />We will represent you zealously and act on your behalf to the best of our ability. Whenever we provide <br />you with an expression regarding the potential outcome of your matter, we will use our best professional <br />judgment. However, we cannot guarantee the outcome of any matter. Any expression of our professional <br />judgment regarding your matter or the potential outcome is limited by our knowledge of the facts and <br />based on the law at the time. It is also subject to any unknown or uncertain factors or conditions beyond <br />our control. <br />W H O I S O U R C L I E N T ? — It is our policy to represent only the person or entity identified in our <br />engagement letter. Unless specifically stated to the contrary in that letter, our representation of you does <br />not extend to any of your affiliates. <br />For example, if you are a corporation, our representation does not include any of your parents, <br />subsidiaries, employees, officers, directors, shareholders, or any entities in which you own an interest <br />(even a substantial interest). If you are a partnership, our representation does not extend to the individual <br />partners of the partnership. If you are a trade association, our representation excludes members of the <br />trade association. If you are an individual, our representation does not include your spouse, siblings, or <br />other family members, successors in interest, or any entities in which you own an interest (even a <br />substantial interest). If you are a trustee or other fiduciary, our representation does not include <br />beneficiaries or other persons to whom you owe a duty. <br />When we deal with a representative or agent of an entity, we represent only the entity and not the <br />representative or agent. <br />The advice and communications which we render on your behalf are not intended to be disseminated to or <br />relied upon by any other parties without our written consent. We sometimes include a specific disclaimer <br />in correspondence or other work product to this effect, but the absence of such a disclaimer does not <br />create an exception or otherwise entitle others to rely on our work or advice. <br />F E E E S T I M A T E S — Cl ients frequently ask us to estimate the total fees and other charges they are <br />likely to incur in connection with a particular matter. We are pleased to respond to such requests <br />whenever possible with an estimate based on our professional judgment. This estimate always carries the <br />understanding that, unless we agree otherwise in writing, it does not represent a maximum, minimum, or <br />fixed -fee quotation. The ultimate cost frequently is more or less than the amount estimated. <br />OTHER CHARGES —As an adjunct to providing legal services, we may incur and pay a variety of <br />charges on your behalf or charge for certain ancillary support services. When we incur such charges on <br />your behalf or charge for such ancillary support services, we will include them in our billing statements. <br />These charges may include, among other things, telephone, messenger, courier, express delivery services, <br />McDermott Will & Emery UP <br />