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<br /> HOLLAND &KNIGHT LLB'
<br /> TERMS OF ENGAGEMENT
<br /> We appreciate your decision to retain Holland&Knight LLP as your legal counsel.
<br /> This document explains how we work, our obligations to you,your obligations to us,what we will do on your
<br /> behalf, and how our charges will be determined and billed. Experience has shown that an understanding of
<br /> these matters will contribute to a better relationship between us, and that in turn makes our efforts more
<br /> productive.
<br /> Our engagement and the services that we will provide to you are limited to the matter identified in the
<br /> accompanying letter. Any changes in the scope of our representation as described in the letter must be approved
<br /> in writing. We will provide services of a strictly legal nature related to the matters described in that letter. You
<br /> will provide us with the factual information and materials we require to perform the services identified in the
<br /> letter,and you will make such business or technical decisions and determinations as are appropriate. You will
<br /> not rely on us for business, investment, or accounting decisions, or expect us to investigate the character or
<br /> credit of persons or entities with whom you may be dealing,unless otherwise specified in the letter.
<br /> We cannot guarantee the outcome of any matter. Any expression of our professional judgment regarding your
<br /> matter or the potential outcome is,of course,limited by our knowledge of the facts and based on the law at the
<br /> time of expression. It is also subject to any unknown or uncertain factors or conditions beyond our control.
<br /> Confidentiality and Related Matters
<br /> Regarding the ethics of our profession that will govern our representation,several points deserve emphasis. As
<br /> a matter of professional responsibility, we are required to hold confidential all information relating to the
<br /> representation of our clients, subject to certain exceptions that we will discuss with you. This professional
<br /> obligation and the legal privilege for attorney-client communications exist to encourage candid and complete
<br /> ( communication between a client and his lawyer. We can perform truly beneficial services for a client only if we
<br /> are aware of all information that might be relevant to our representation. Consequently, we trust that our
<br /> attorney-client relationship with you will be based on mutual confidence and unrestrained communication that
<br /> will facilitate our proper representation of you.
<br /> Additionally, you should be aware that, in instances in which we represent a corporation or other entity, our
<br /> client relationship is with the entity and not with its individual executives, shareholders, directors, members,
<br /> managers,partners,or persons in similar positions,or with its parent,subsidiaries,or other affiliates. In those
<br /> cases, our professional responsibilities are owed only to that entity, alone, and no conflict of interest will be
<br /> asserted by you because we represent persons with respect to interests that are adverse to individual persons or
<br /> business organizations who have a relationship with you. That is to say, unless the letter accompanying this
<br /> document indicates otherwise,Holland&Knight's attorney-client relationship with the entity does not give rise
<br /> to an attorney-client relationship with the parent, subsidiaries or other affiliates of the entity, and
<br /> representation of the entity in this matter will not give rise to any conflict of interest in the event other clients of
<br /> the firm are adverse to the parent,subsidiaries or other affiliates of the entity. Of course,we can also represent
<br /> individual executives, shareholders, directors, members, managers, partners, and other persons related to the
<br /> entity in matters that do not conflict with the interests of the entity, but any such representation will be the
<br /> subject of a separate engagement letter. Similarly,when we represent a party on an insured claim,we represent
<br /> the insured,not the insurer,even though we maybe approved,selected,or paid by the insurer.
<br /> The firm attempts to achieve efficiencies and savings for its clients by managing the firm's administrative
<br /> operations (e.g., file storage, document duplication, word processing, accounting/billing) in the most efficient
<br /> manner possible, including outsourcing certain functions to third parties. Outsourcing in this manner may
<br /> require the firm to allow access by third parties to your confidential information,and in some cases,these third
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