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1 i Scott Ford -2- December 4, 2014 3. Our fees will be based principally on the experience of the people providing services to you, and the actual hours worked. In light of (i) our understanding of the structure and complexity of the financing; (ii)the duties we will undertake pursuant to this engagement letter; (iii)the amount of attorney time we anticipate will be devoted for the financing; and (iv)the legal responsibilities that we will assume,we agree to provide services as bond counsel with respect to the issuance of the Bonds for a fee of not to exceed $63,500. In the event that circumstances so significantly change that we do not believe it possible to complete our services at such a fee amount, we will, of course, discuss an alternate fee arrangement with you before proceeding. 4. Various costs--for example, international long-distance telephone charges, certain copying and printing costs (at $0.15 per page), filing fees, and an allocation of our costs for certain computerized research--will be billed to your account in addition to our fees for services. The amounts we charge generally reflect our actual direct and indirect costs, but some amounts may be more or less than our actual costs. 5. We agree not to seek payment for our fees and expenses until the later of the bond closing or it is determined that the financing will not proceed. In addition, if our engagement is terminated by either one of us for any reason, you will, of course, remain obligated to pay us all fees and other charges up to the termination date. Our invoices are due on receipt. Please contact me if you have questions about any of them. 6. This conf i-ns our agreement with you that either you or we may terminate this engagement at any time, with or without cause, and without further obligation by either you or us (other than our obligation to return to you any unused retainer balance, if any, and any of your documents or other property then in our possession and, if we are then representing you in any litigation, any obligation that 1 may be imposed by rules of the court in which such litigation is then pending, and your obligation to pay us the unpaid balance of any billed or unbilled fees and costs that are then accrued). This engagement will also terminate upon completion of the matters for which we have been engaged. 1 7. Unless you request in writing that we deliver files for a matter to you (or transfer the files to other counsel)within ten years after our involvement in the matter has ended,we will have no obligation to retain the files, and we may destroy them without further notice to you. r Thank you again for selecting us to represent you. We look forward to working with you. ) Sincerely, FAEGRE BAKER DANIELS LLP L Richard L. Hill RLH/dvp i US.55314761.01 ,1