Common use of Accountants’ Comfort Letters Clause in Contracts

Accountants’ Comfort Letters. (i) At the time of execution of this Agreement, the Representative shall have received from Lxxxx, LLP, independent public or certified public accountants for the Company, a letter, in form and substance satisfactory to the Representative, addressed to the Underwriters and dated the date hereof (A) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, and (B) stating, as of the date hereof (or with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the most recent preliminary prospectus, as of a date not more than three days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings. (ii) With respect to the letter of Lxxxx, LLP referred to in the preceding paragraph and delivered to the Representative concurrently with the execution of this Agreement (the “Lxxxx initial letter”), the Company shall have furnished to the Representative a letter (the “Lxxxx bring-down letter”) of such accountants, addressed to the Underwriters and dated as of the First Closing Date or, with respect to the Optional Shares, each Option Closing Date, as the case may be (A) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (B) stating, as of the date of the Lxxxx bring-down letter (or with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than three days prior to the date of the Lxxxx bring-down letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the Lxxxx initial letter, and (C) confirming in all material respects the conclusions and findings set forth in the Lxxxx initial letter.

Accountants’ Comfort Letters. (i) At On the time of execution of this Agreementdate hereof, the Representative shall have received from Lxxxx, LLP, independent public or certified public accountants for a letter dated the Company, a letter, in form and substance satisfactory to date hereof (the Representative“Comfort Letter”), addressed to the Underwriters and dated in form and substance reasonably satisfactory to the date hereof Representative and its counsel, from the Auditors (Ai) confirming that they are it is an independent public accountants accountant with respect to the Company within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the CommissionRules and Regulations, and (Bii) stating, as of the date hereof (or or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the most recent preliminary prospectusDisclosure Package, as of a date not more than three days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters underwriters, delivered according to Statement of Auditing Standards No. 72 and Statement of Auditing Standard No. 100 (or successor bulletins), in connection with registered public offerings. (ii) With respect to At the letter of LxxxxClosing, LLP referred to in the preceding paragraph and delivered to the Representative concurrently with the execution of this Agreement (the “Lxxxx initial letter”), the Company shall have furnished to received from the Representative Auditors a letter (the “Lxxxx bringBring-down letterDown Letter”) ), dated as of such accountantsthe Closing, addressed to the Underwriters and dated as of in form and substance reasonably satisfactory to the First Closing Date orRepresentative and its counsel, (i) confirming that it is an independent public accountant with respect to the Optional Shares, each Option Closing Date, as the case may be (A) confirming that they are independent public accountants Company within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the CommissionRules and Regulations, (Bii) stating, as of the date of the Lxxxx bringBring-down letter Down Letter (or or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Disclosure Package and the Prospectus, as of a date not more than three days prior to the date of the Lxxxx bringBring-down letterDown Letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the Lxxxx initial letterComfort Letter, and (Ciii) confirming in all material respects the conclusions and findings set forth in the Lxxxx initial letterComfort Letter.

Accountants’ Comfort Letters. At the time of the execution of this Agreement, (iA) At Deloitte & Touche LLP shall have furnished to the Underwriters a “comfort letter,” dated the date hereof and to take effect at the time of the execution of this Agreement, in form and substance satisfactory to the Underwriters and covering the matters contained in the Registration Statement, the General Disclosure Package and the Prospectus, and, in addition, at the Closing Time, the Underwriters shall have received from Deloitte & Touche LLP a “bring-down comfort letter” dated as of the Closing Time and addressed to the Underwriters, in form and substance satisfactory to the Underwriters, in the form of the “comfort letter” delivered at the time of execution of this Agreement, except that (i) each such bring-down comfort letter shall cover the Representative financial information in the Prospectus and any amendment or supplement thereto and (ii) procedures shall be brought down to a date no more than three days prior to the Closing Time, and (B) PricewaterhouseCoopers LLP shall have received from Lxxxx, LLP, independent public or certified public accountants for furnished to the Company, Underwriters a “comfort letter,” dated the date hereof and to take effect at the time of the execution of this Agreement, in form and substance satisfactory to the RepresentativeUnderwriters and covering the matters contained in the Registration Statement, the General Disclosure Package and the Prospectus, and, in addition, at the Closing Time, the Underwriters shall have received from PricewaterhouseCoopers LLP a “bring-down comfort letter” dated as of the Closing Time and addressed to the Underwriters Underwriters, in form and dated substance satisfactory to the date hereof (A) confirming that they are independent public accountants within Underwriters, in the meaning form of the Securities Act “comfort letter” delivered at the time of execution of this Agreement, except that (i) each such bring-down comfort letter shall cover the financial information in the Prospectus and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, any amendment or supplement thereto and (Bii) stating, as of the date hereof (or with respect procedures shall be brought down to matters involving changes or developments since the respective dates as of which specified financial information is given in the most recent preliminary prospectus, as of a date not no more than three days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offeringsClosing Time. (ii) With respect to the letter of Lxxxx, LLP referred to in the preceding paragraph and delivered to the Representative concurrently with the execution of this Agreement (the “Lxxxx initial letter”), the Company shall have furnished to the Representative a letter (the “Lxxxx bring-down letter”) of such accountants, addressed to the Underwriters and dated as of the First Closing Date or, with respect to the Optional Shares, each Option Closing Date, as the case may be (A) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (B) stating, as of the date of the Lxxxx bring-down letter (or with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than three days prior to the date of the Lxxxx bring-down letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the Lxxxx initial letter, and (C) confirming in all material respects the conclusions and findings set forth in the Lxxxx initial letter.

Accountants’ Comfort Letters. (i) At On the time of execution of this Agreementdate hereof, the Representative Underwriters shall have received from Lxxxx, LLP, independent public or certified public accountants for a letter dated the Company, a letter, in form and substance satisfactory to date hereof (the Representative“Comfort Letter”), addressed to the Underwriters and dated in form and substance reasonably satisfactory to the date hereof Underwriters and their counsel, from the Auditor (Ai) confirming that they are it is an independent public accountants accountant with respect to the Company within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the CommissionRules and Regulations, and (Bii) stating, as of the date hereof (or or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the most recent preliminary prospectusDisclosure Package, as of a date not more than three days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters underwriters, delivered according to Statement of Auditing Standards No. 72 and Statement of Auditing Standard No. 100 (or successor bulletins), in connection with registered public offerings. (ii) With respect to At the letter of Lxxxx, LLP referred to in the preceding paragraph and delivered to the Representative concurrently with the execution of this Agreement (the “Lxxxx initial letter”)Closing, the Company Underwriters shall have furnished to the Representative received from each of Auditor a letter (the “Lxxxx bringBring-down letterDown Letter”) ), dated as of such accountantsthe Closing, addressed to the Underwriters and dated as of in form and substance reasonably satisfactory to the First Closing Date orUnderwriters and their counsel, (i) confirming that it is an independent public accountants with respect to the Optional Shares, each Option Closing Date, as the case may be (A) confirming that they are independent public accountants Company within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the CommissionRules and Regulations, (Bii) stating, as of the date of the Lxxxx bringBring-down letter Down Letter (or or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Disclosure Package and the Prospectus, as of a date not more than three days prior to the date of the Lxxxx bringBring-down letterDown Letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the Lxxxx initial letterComfort Letter, and (Ciii) confirming in all material respects the conclusions and findings set forth in the Lxxxx initial letterComfort Letter.

Accountants’ Comfort Letters. (i) At the time of execution of this Agreement, the Representative shall have received from Lxxxx, KLJ & Associates LLP, independent public or certified public accountants for the Company, a letter, in form and substance satisfactory to the Representative, addressed to the Underwriters and dated the date hereof (A) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, and (B) stating, as of the date hereof (or with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the most recent preliminary prospectus, as of a date not more than three days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “' "comfort letters” " to underwriters in connection with registered public offerings. (ii) With respect to the letter of Lxxxx, KLJ & Associates LLP referred to in the preceding paragraph and delivered to the Representative concurrently with the execution of this Agreement (the “Lxxxx "KLJ initial letter”"), the Company shall have furnished to the Representative a letter (the “Lxxxx "KLJ bring-down letter”") of such accountants, addressed to the Underwriters and dated as of the First Closing Date or, with respect to the Optional Shares, each Option Closing Date, as the case may be (A) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (B) stating, as of the date of the Lxxxx KLJ bring-down letter (or with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than three days prior to the date of the Lxxxx KLJ bring-down letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the Lxxxx KLJ initial letter, and (Ciii) confirming in all material respects the conclusions and findings set forth in the Lxxxx KLJ initial letter.

Accountants’ Comfort Letters. (i) At On the time of execution of this Agreementdate hereof, the Representative shall have received from Lxxxx, LLP, independent public or certified public accountants for a letter dated the Company, a letter, in form and substance satisfactory to date hereof (the Representative“Comfort Letter”), addressed to the Underwriters and dated in form and substance reasonably satisfactory to the date hereof Representative and its counsel, from the Auditors (Ai) confirming that they are it is an independent public accountants accountant with respect to the Company within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the CommissionRules and Regulations, and (Bii) stating, as of the date hereof (or or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the most recent preliminary prospectusDisclosure Package, as of a date not more than three days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters underwriters, delivered according to Auditing Standards 634 (or successor bulletins), in connection with registered public offerings. (ii) With respect to At the letter of LxxxxClosing, LLP referred to in the preceding paragraph and delivered to the Representative concurrently with the execution of this Agreement (the “Lxxxx initial letter”), the Company shall have furnished to received from the Representative Auditors a letter (the “Lxxxx bringBring-down letterDown Letter”) ), dated as of such accountantsthe Closing, addressed to the Underwriters and dated as of in form and substance reasonably satisfactory to the First Closing Date orRepresentative and its counsel, (i) confirming that it is an independent public accountant with respect to the Optional Shares, each Option Closing Date, as the case may be (A) confirming that they are independent public accountants Company within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the CommissionRules and Regulations, (Bii) stating, as of the date of the Lxxxx bringBring-down letter Down Letter (or or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Disclosure Package and the Prospectus, as of a date not more than three days prior to the date of the Lxxxx bringBring-down letterDown Letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the Lxxxx initial letterComfort Letter, and (Ciii) confirming in all material respects the conclusions and findings set forth in the Lxxxx initial letterComfort Letter.

Accountants’ Comfort Letters. (i) At the time of execution of this Agreement, the Representative shall have received from Lxxxxeach of BDO USA, LLP, independent public or certified public accountants for the Company, and Silberstein Xxxxx, PLLC, former independent public or certified public accountants for the Company, a letter, in form and substance satisfactory to the Representative, addressed to the Underwriters and dated the date hereof (A) confirming that they are (or, in the case of Silberstein Xxxxx, were at all times during its audit and professional engagement period (as defined in Rule 2-01 of Regulation S-X) with the Company) independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, and (B) stating, as of the date hereof (or or, as it pertains to BDO USA, LLP, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the most recent preliminary prospectus, as of a date not more than three days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings. (ii) With respect to the letter letters of LxxxxBDO USA, LLP and Silberstein Xxxxx, PLLC referred to in the preceding paragraph and delivered to the Representative concurrently with the execution of this Agreement (the “Lxxxx BDO initial letter” or the “Silberstein initial letter”, as the case may be), the Company shall have furnished to the Representative a letter (the “Lxxxx BDO bring-down letter” or the “Silberstein bring-down letter”, as the case may be) of such accountants, addressed to the Underwriters and dated as of the First Closing Date or, with respect to the Optional Shares, each Option Closing Date, as the case may be (A) confirming that they are (or, in the case of Silberstein Xxxxx, were at all times during the audit and professional engagement period (as defined in Rule 2-01 of Regulation S-X) with the Company) independent public accountants within the meaning of the Securities Act and are (or, in the case of Silberstein Xxxxx, were at all times during the audit and professional engagement period with the Company (as defined in Rule 2-01 of Regulation S-X)) in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (B) stating, as of the date of the Lxxxx BDO bring-down letter and Silberstein bring-down letter (or or, as it pertains to the BDO bring-down letter, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than three days prior to the date of the Lxxxx BDO bring-down letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the Lxxxx BDO initial letter or the Silberstein initial letter, as the case may be, and (Ciii) confirming in all material respects the conclusions and findings set forth in the Lxxxx BDO initial letter or the Silberstein initial letter, as the case may be.

Accountants’ Comfort Letters. (i) At On the time of execution of this Agreementdate hereof, the Representative shall have received from Lxxxx, LLP, independent public or certified public accountants for a letter dated the Company, a letter, in form and substance satisfactory to date hereof (the Representative“Comfort Letter”), addressed to the Underwriters and dated in form and substance reasonably satisfactory to the date hereof Representative and its counsel, from each of the Auditors (Ai) confirming that they are it is an independent public accountants accountant with respect to the Company within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the CommissionAct, and (Bii) stating, as of the date hereof (or or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the most recent preliminary prospectusDisclosure Package, as of a date not more than three days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters underwriters, delivered according to Statement of Auditing Standards No. 72 and Statement of Auditing Standards No. 100 (or successor bulletins), in connection with registered public offerings. (ii) With respect to At the letter of Lxxxxclosing, LLP referred to in the preceding paragraph and delivered to the Representative concurrently with the execution of this Agreement (the “Lxxxx initial letter”), the Company shall have furnished to received from each of the Representative Auditors a letter (the “Lxxxx bringBring-down letterDown Letter”) ), dated as of such accountantsthe Closing Date, addressed to the Underwriters and dated as of in form and substance reasonably satisfactory to the First Closing Date orRepresentative and its counsel, (i) confirming that it is an independent public accountant with respect to the Optional Shares, each Option Closing Date, as the case may be (A) confirming that they are independent public accountants Company within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the CommissionAct, (Bii) stating, as of the date of the Lxxxx bringBring-down letter Down Letter (or or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Disclosure Package and the Prospectus, as of a date not more than three days prior to the date of the Lxxxx bringBring-down letterDown Letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the Lxxxx initial letterComfort Letter, and (Ciii) confirming in all material respects the conclusions and findings set forth in the Lxxxx initial letterComfort Letter.

Accountants’ Comfort Letters. (i) At On the time of execution of this Agreementdate hereof, the Representative shall have received from Lxxxx, LLP, independent public or certified public accountants for a letter dated the Company, a letter, in form and substance satisfactory to date hereof (the Representative“Comfort Letter”), addressed to the Underwriters and dated in form and substance reasonably satisfactory to the date hereof Representative and its counsel, from the Accountant (Ai) confirming that they are independent public accountants with respect to the Company within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the CommissionRules and Regulations, and (Bii) stating, as of the date hereof (or or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the most recent preliminary prospectusDisclosure Package, as of a date not more than three days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters underwriters, delivered according to Auditing Standards 634 (or successor bulletins), in connection with registered public offerings. (ii) With respect to the letter of LxxxxAt each Closing Date, LLP referred to in the preceding paragraph and delivered to the Representative concurrently with the execution of this Agreement (the “Lxxxx initial letter”), the Company shall have furnished to received from the Representative Accountant a letter (the “Lxxxx bringBring-down letterDown Letter”) ), dated as of such accountantsthe Closing Date or Option Closing date, as the case may be, addressed to the Underwriters and dated as of the First Closing Date or, with respect in form and substance reasonably satisfactory to the Optional SharesRepresentative and its counsel, each Option Closing Date, as the case may be (Ai) confirming that they are independent public accountants with respect to the Company within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the CommissionRules and Regulations, (Bii) stating, as of the date of the Lxxxx bringBring-down letter Down Letter (or or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Disclosure Package and the Prospectus, as of a date not more than three days prior to the date of the Lxxxx bringBring-down letterDown Letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the Lxxxx initial letterComfort Letter, and (Ciii) confirming in all material respects the conclusions and findings set forth in the Lxxxx initial letterComfort Letter.

Accountants’ Comfort Letters. (i) At On the time of execution of this Agreementdate hereof, the Representative shall have received from Lxxxx, LLP, independent public or certified public accountants for a letter dated the Company, a letter, in form and substance satisfactory to date hereof (the Representative“Comfort Letter”), addressed to the Underwriters and dated in form and substance reasonably satisfactory to the date hereof Representative and its counsel, from the Auditors (Ai) confirming that they are it is an independent public accountants accountant with respect to the Company within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the CommissionAct, and (Bii) stating, as of the date hereof (or or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the most recent preliminary prospectusDisclosure Package, as of a date not more than three days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters underwriters, delivered according to Statement of Auditing Standards No. 72 and Statement of Auditing Standards No. 100 (or successor bulletins), in connection with registered public offerings. (ii) With respect to At the letter of Lxxxxclosing, LLP referred to in the preceding paragraph and delivered to the Representative concurrently with the execution of this Agreement (the “Lxxxx initial letter”), the Company shall have furnished to received from the Representative Auditors a letter (the “Lxxxx bringBring-down letterDown Letter”) ), dated as of such accountantsthe Closing Date, addressed to the Underwriters and dated as of in form and substance reasonably satisfactory to the First Closing Date orRepresentative and its counsel, (i) confirming that it is an independent public accountant with respect to the Optional Shares, each Option Closing Date, as the case may be (A) confirming that they are independent public accountants Company within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the CommissionAct, (Bii) stating, as of the date of the Lxxxx bringBring-down letter Down Letter (or or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Disclosure Package and the Prospectus, as of a date not more than three days prior to the date of the Lxxxx bringBring-down letterDown Letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the Lxxxx initial letterComfort Letter, and (Ciii) confirming in all material respects the conclusions and findings set forth in the Lxxxx initial letterComfort Letter.

Accountants’ Comfort Letters. (i) At the time of execution of this Agreement, the Representative Underwriter shall have received from Lxxxx, Bxxxx Txxxxx Vxxxxxx Vxxxxxx Kxxxxx LLP, independent public or certified public accountants for the Company, a letter, in form and substance satisfactory to the RepresentativeUnderwriter, addressed to the Underwriters Underwriter and dated the date hereof (A) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, and (B) stating, as of the date hereof (or or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the most recent preliminary prospectus, as of a date not more than three days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings. (ii) With respect to the letter of Lxxxx, Bxxxx Txxxxx Vxxxxxx Vxxxxxx Kxxxxx LLP referred to in the preceding paragraph and delivered to the Representative Underwriter concurrently with the execution of this Agreement (the “Lxxxx Bxxxx Txxxxx initial letter”), the Company shall have furnished to the Representative Underwriter a letter (the “Lxxxx Bxxxx Txxxxx bring-down letter”) of such accountants, addressed to the Underwriters Underwriter and dated as of the First Closing Date or, with respect to the Optional Shares, each Option Closing Date, as the case may be (A) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (B) stating, as of the date of the Lxxxx Bxxxx Txxxxx bring-down letter (or or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than three days prior to the date of the Lxxxx Bxxxx Txxxxx bring-down letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the Lxxxx Bxxxx Txxxxx initial letter, letter and (Ciii) confirming in all material respects the conclusions and findings set forth in the Lxxxx Bxxxx Txxxxx initial letter.

Accountants’ Comfort Letters. (iA) At the time date of execution of this Agreementthe Offering Circular, the Representative PricewaterhouseCoopers LLP shall have received from Lxxxx, LLP, independent public or certified public accountants for the Company, furnished to you a letter, dated the date of delivery thereof, in form and substance satisfactory to the RepresentativeInitial Purchasers and PricewaterhouseCoopers LLP, addressed to the Underwriters and dated the date hereof effect that: (Aw) confirming that they are independent certified public accountants with respect to the Company and its Subsidiaries within the meaning applicable rules and regulations adopted by the Securities and Exchange Commission; (x) in their opinion, the consolidated financial statements of the Securities Act Company and its Subsidiaries audited by them and included in the Offering Circular are prepared in compliance accordance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Securities and Exchange Commission, and ; (By) stating, as on the basis of procedures (but not an audit in accordance with generally accepted auditing standards) consisting of: (1) Reading the minutes of meetings of the date hereof (or with respect to matters involving changes or developments stockholders and the Board of Directors of the Company and its consolidated subsidiaries since the respective dates December 31, 2002 as of which specified financial information is given set forth in the most recent preliminary prospectus, as of minute books through a specified date not more than three days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings. (ii) With respect to the letter of Lxxxx, LLP referred to in the preceding paragraph and delivered to the Representative concurrently with the execution of this Agreement (the “Lxxxx initial letter”), the Company shall have furnished to the Representative a letter (the “Lxxxx bring-down letter”) of such accountants, addressed to the Underwriters and dated as of the First Closing Date or, with respect to the Optional Shares, each Option Closing Date, as the case may be (A) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (B) stating, as of the date of the Lxxxx bring-down letter (or with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than three five business days prior to the date of the Lxxxx bring-down letter), the conclusions and findings delivery of such firm with respect letter; (2) Performing the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in SAS 100, Interim Financial Information or SAS 71, Interim Financial Information, as applicable, on the unaudited condensed interim financial statements of the Company and its consolidated subsidiaries included in the Offering Circular and reading the unaudited interim financial data for the period from the date of the latest balance sheet included in the Offering Circular to the date of the latest available interim financial information and other matters covered by the Lxxxx initial letter, data; and (C3) confirming Making inquiries of certain officials of the Company who have responsibility for financial and accounting matters regarding the specific items for which representations are requested below; nothing has come to their attention as a result of the foregoing procedures that caused them to believe that: (a) the unaudited condensed interim financial statements, included in the Offering Circular, do not comply as to form in all material respects with the conclusions and findings set forth applicable sections of Regulation S-X; (b) any material modifications should be made to the unaudited condensed interim financial statements, included in the Lxxxx initial Offering Circular, for them to be in conformity with generally accepted accounting principles; (c) at the date of the latest available interim financial data and at a specified date not more than five business days prior to the date of delivery of such letter., there was any change in the member's contributed capital, increase in long-term debt or any decreases in

Accountants’ Comfort Letters. (i) At On the time of execution of this Agreementdate hereof, the Representative Representatives shall have received from Lxxxx, LLP, independent public or certified public accountants for a letter dated the Company, a letter, in form and substance satisfactory to date hereof (the Representative“Comfort Letter”), addressed to the Underwriters and dated in form and substance reasonably satisfactory to the date hereof Representatives and their counsel, from the Auditors (Ai) confirming that they are it is an independent public accountants accountant with respect to the Company within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the CommissionRules and Regulations, and (Bii) stating, as of the date hereof (or or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the most recent preliminary prospectusDisclosure Package, as of a date not more than three days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters underwriters, delivered according to Statement of Auditing Standards No. 72 and Statement of Auditing Standard No. 100 (or successor bulletins), in connection with registered public offerings. (ii) With respect to At the letter of Lxxxx, LLP referred to in the preceding paragraph and delivered to the Representative concurrently with the execution of this Agreement (the “Lxxxx initial letter”)Closing, the Company Representatives shall have furnished to received from the Representative Auditors a letter (the “Lxxxx bringBring-down letterDown Letter”) ), dated as of such accountantsthe Closing, addressed to the Underwriters and dated as of in form and substance reasonably satisfactory to the First Closing Date orRepresentatives and their counsel, (i) confirming that it is an independent public accountant with respect to the Optional Shares, each Option Closing Date, as the case may be (A) confirming that they are independent public accountants Company within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the CommissionRules and Regulations, (Bii) stating, as of the date of the Lxxxx bringBring-down letter Down Letter (or or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Disclosure Package and the Prospectus, as of a date not more than three days prior to the date of the Lxxxx bringBring-down letterDown Letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the Lxxxx initial letterComfort Letter, and (Ciii) confirming in all material respects the conclusions and findings set forth in the Lxxxx initial letterComfort Letter.

Accountants’ Comfort Letters. (i) At the time of execution of this Agreement, the Representative Underwriters shall have received from Lxxxx, LLP, independent public or certified public accountants for the Company, Xxxxx Xxxxxxxx LLP a letter, in form and substance satisfactory to the RepresentativeRepresentatives, addressed to the Underwriters and dated the date hereof (Ai) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, and (Bii) stating, as of the date hereof (or or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the most recent preliminary prospectusGeneral Disclosure Package and the Final Prospectus, as of a date not more than three five days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings. (ii) offerings of securities. With respect to the letter of Lxxxx, Xxxxx Xxxxxxxx LLP referred to in the preceding paragraph and delivered to the Representative Underwriters concurrently with the execution of this Agreement (the “Lxxxx initial letter”), the Company Partnership shall have furnished to the Representative Underwriters a letter (the “Lxxxx bring-down letter”) of such accountantsXxxxx Xxxxxxxx LLP, addressed to the Underwriters and dated as of the First Closing Date or, with respect to the Optional Shares, each Option Closing Date, as the case may be (Ai) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-S- X of the Commission, (Bii) stating, as of the date of the Lxxxx bring-down letter (or or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the General Disclosure Package and the Final Prospectus, as of a date not more than three five days prior to the date of the Lxxxx bring-down letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the Lxxxx initial letter, letter and (Ciii) confirming in all material respects the conclusions and findings set forth in the Lxxxx initial letter.

Accountants’ Comfort Letters. (i) At the time of execution of this Agreement, the Representative Underwriter shall have received from Lxxxx, KMPG LLP, independent public or certified public accountants for the Company, a letter, in form and substance satisfactory to the RepresentativeUnderwriter, addressed to the Underwriters Underwriter and dated the date hereof (A) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, and (B) stating, as of the date hereof (or or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the most recent preliminary prospectus, as of a date not more than three days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings. (ii) With respect to the letter of Lxxxx, KPMG LLP referred to in the preceding paragraph and delivered to the Representative Underwriter concurrently with the execution of this Agreement (the “Lxxxx KPMG initial letter”), the Company shall have furnished to the Representative Underwriter a letter (the “Lxxxx KMPG bring-down letter”) of such accountants, addressed to the Underwriters Underwriter and dated as of the First Closing Date or, with respect to the Optional Shares, each Option Closing Date, as the case may be (A) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (B) stating, as of the date of the Lxxxx KPMG bring-down letter (or or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than three days prior to the date of the Lxxxx KPMG bring-down letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the Lxxxx KPMG initial letter, letter and (Ciii) confirming in all material respects the conclusions and findings set forth in the Lxxxx KPMG initial letter.

Accountants’ Comfort Letters. (i) At On the time of execution of this Agreementdate hereof, the Representative Underwriters shall have received from Lxxxx, LLP, independent public or certified public accountants for a letter dated the Company, a letter, in form and substance satisfactory to date hereof (the Representative“Comfort Letter”), addressed to the Underwriters and dated in form and substance reasonably satisfactory to the date hereof Underwriters and their counsel, from each of Xxxx and PwC (Ai) confirming that they are it is an independent public accountants accountant with respect to the Company within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the CommissionRules and Regulations, and (Bii) stating, as of the date hereof (or or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the most recent preliminary prospectusDisclosure Package, as of a date not more than three days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters underwriters, delivered according to Statement of Auditing Standards No. 72 and Statement of Auditing Standard No. 100 (or successor bulletins), in connection with registered public offerings. (ii) With respect to At the letter of Lxxxx, LLP referred to in the preceding paragraph and delivered to the Representative concurrently with the execution of this Agreement (the “Lxxxx initial letter”)Closing, the Company Underwriters shall have furnished to the Representative received from each of Xxxx and PwC a letter (the “Lxxxx bringBring-down letterDown Letter”) ), dated as of such accountantsthe Closing, addressed to the Underwriters and dated as of in form and substance reasonably satisfactory to the First Closing Date orUnderwriters and their counsel, (i) confirming that it is an independent public accountant with respect to the Optional Shares, each Option Closing Date, as the case may be (A) confirming that they are independent public accountants Company within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the CommissionRules and Regulations, (Bii) stating, as of the date of the Lxxxx bringBring-down letter Down Letter (or or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Disclosure Package and the Prospectus, as of a date not more than three days prior to the date of the Lxxxx bringBring-down letterDown Letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the Lxxxx initial letterComfort Letter, and (Ciii) confirming in all material respects the conclusions and findings set forth in the Lxxxx initial letterComfort Letter.

Accountants’ Comfort Letters. (i) At the time of execution of this Agreement, the Representative Underwriter shall have received from LxxxxXxxxx Xxxxx Xxxxxxx Xxxxxxx Xxxxxx, LLP, independent public or certified public accountants for the Company, a lettercustomary initial comfort letter delivered according to Auditing Standards 72 (or any successor bulletin), in form and substance satisfactory to the RepresentativeUnderwriter, addressed to the Underwriters Underwriter and dated the date hereof hereof, (A) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, and (B) stating, as of the date hereof (or or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the most recent preliminary prospectus, as of a date not more than three days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings. (ii) With respect to the letter of LxxxxXxxxx Xxxxx Xxxxxxx Xxxxxx, LLP referred to in the preceding paragraph and delivered to the Representative Underwriter concurrently with the execution of this Agreement (the “Lxxxx Xxxxx Xxxxx initial letter”), the Company shall have furnished to the Representative Underwriter a letter (the “Lxxxx Xxxxx Xxxxx bring-down letter”) of such accountants, addressed to the Underwriters Underwriter and dated as of the First Closing Date or, with respect to the Optional Shares, each Option Closing Date, as the case may be (A) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (B) stating, as of the date of the Lxxxx Xxxxx Xxxxx bring-down letter (or or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than three days prior to the date of the Lxxxx Xxxxx Xxxxx bring-down letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the Lxxxx Xxxxx Xxxxx initial letter, letter and (Ciii) confirming in all material respects the conclusions and findings set forth in the Lxxxx Xxxxx Xxxxx initial letter.

Accountants’ Comfort Letters. (i) At On the time of execution of this Agreementdate hereof, the Representative Representatives shall have received from LxxxxKPMG, LLP, independent public or certified public accountants for the Company, (i) a letterletter dated the date hereof addressed to the Underwriters, in form and substance satisfactory to the RepresentativeRepresentatives, addressed containing statements and information of the type ordinarily included in accountant’s “comfort letters” to underwriters, delivered according to Statement of Auditing Standards No. 72 (or any successor bulletin), with respect to the Underwriters audited and unaudited financial statements and certain financial information contained in the Time of Sale Prospectus, and each free writing prospectus, if any, and, with respect to each letter dated the date hereof only, the Prospectus (Aand the Representatives shall have received additional conformed copies of such accountants’ letter for each of the several Underwriters), and (ii) confirming that they are (A) independent public or certified public accountants within the meaning of as required by the Securities Act and are (B) in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of X. (ii) On the Commissiondate hereof, and the Representatives shall have received from Deloitte, LLP, independent public or certified public accountants for the Company, (Bi) stating, as of a letter dated the date hereof (or with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the most recent preliminary prospectus, as of a date not more than three days prior addressed to the date hereof)Underwriters, the conclusions in form and findings of such firm with respect substance satisfactory to the financial Representatives, containing statements and information and other matters of the type ordinarily covered by accountants’ included in accountant’s “comfort letters” to underwriters in connection with registered public offerings. underwriters, delivered according to Statement of Auditing Standards No. 72 (ii) With respect to the letter of Lxxxx, LLP referred to in the preceding paragraph and delivered to the Representative concurrently with the execution of this Agreement (the “Lxxxx initial letter”or any successor bulletin), the Company shall have furnished to the Representative a letter (the “Lxxxx bring-down letter”) of such accountants, addressed to the Underwriters and dated as of the First Closing Date or, with respect to the Optional Sharesaudited and unaudited financial statements and certain financial information contained in the Time of Sale Prospectus, and each Option Closing Datefree writing prospectus, as if any, and, with respect to each letter dated the case may be date hereof only, the Prospectus (Aand the Representatives shall have received additional conformed copies of such accountants’ letter for each of the several Underwriters), and (ii) confirming that they are (A) independent public or certified public accountants within the meaning of as required by the Securities Act and are (B) in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (B) stating, as of the date of the Lxxxx bring-down letter (or with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than three days prior to the date of the Lxxxx bring-down letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the Lxxxx initial letter, and (C) confirming in all material respects the conclusions and findings set forth in the Lxxxx initial letter.X.

Accountants’ Comfort Letters. (i) At On the time of execution of this Agreementdate hereof, the Representative Representatives shall have received from Lxxxx, Ernst & Young LLP, independent registered public or independent certified public accountants for the CompanyCompany and each of the E&Y Acquisition Entities, a letterletters dated the date hereof addressed to the Underwriters, in form and substance satisfactory to the RepresentativeRepresentatives, addressed containing statements and information of the type ordinarily included in accountant's "comfort letters" to underwriters, delivered according to Statement of Auditing Standards No. 72, as amended by SAS 76 and SAS 86 (or any successor standard), with respect to the Underwriters audited and unaudited financial statements and certain financial information contained in the Registration Statement and the Prospectus relating to (a) the Company and its consolidated subsidiaries and (b) the E&Y Acquisition Entities (and the Representatives shall have received an additional five (5) conformed copies of such accountants' letters for each of the several Underwriters). (ii) On the date hereof, the Representatives shall have received from KPMG LLP, independent registered public or independent certified public accountants for Sprint Sites USA, a letter dated the date hereof addressed to the Underwriters, in form and substance satisfactory to the Representatives, containing statements and information of the type ordinarily included in accountant's "comfort letters" to underwriters, delivered according to Statement of Auditing Standards No. 72, as amended by SAS 76 and SAS 86 (Aor any successor standard), with respect to the audited and unaudited financial statements and certain financial information contained in the Registration Statement and the Prospectus relating to Sprint Sites USA (and the Representatives shall have received an additional five (5) confirming that conformed copies of such accountants' letters for each of the several Underwriters). (iii) On the date hereof, the Representatives shall have received from PricewaterhouseCoopers LLP, an independent registered public accounting firm who have expressed their opinion with respect to the statement of revenue and direct operating expenses of SunCom Acquisition, a letter dated the date hereof addressed to the Underwriters, in form and substance satisfactory to the Representatives, to the effect that: (i) they are an independent registered public accountants accounting firm with respect to Triton PCS Holdings, Inc and its subsidiaries within the meaning of the Securities Act and are the applicable rules and regulations thereunder adopted by the Commission and (ii) in compliance their opinion, the statement of revenue and direct operating expenses of SunCom Acquisition audited by them and included in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the CommissionAct and the related rules and regulations adopted by the Commission (and the Representatives shall have received an additional five (5) conformed copies of such accountants' letters for each of the several Underwriters). (iv) On the date hereof, and (B) statingthe Representatives shall have received from Xxxxx Xxxxxx PLLC, as of independent registered public or independent certified public accountants for ForeSite 2005 Acquisition, a letter dated the date hereof (or with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the most recent preliminary prospectus, as of a date not more than three days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings. (ii) With respect to the letter of Lxxxx, LLP referred to in the preceding paragraph and delivered to the Representative concurrently with the execution of this Agreement (the “Lxxxx initial letter”), the Company shall have furnished to the Representative a letter (the “Lxxxx bring-down letter”) of such accountants, addressed to the Underwriters Underwriters, in form and dated as substance satisfactory to the Representatives, containing statements and information of the First Closing Date ortype ordinarily included in accountant's "comfort letters" to underwriters, delivered according to Statement of Auditing Standards No. 72, as amended by SAS 76 and SAS 86 (or any successor standard), with respect to the Optional Shares, audited and unaudited financial statements and certain financial information contained in the Registration Statement and the Prospectus relating to ForeSite 2005 Acquisition (and the Representatives shall have received an additional five (5) conformed copies of such accountants' letters for each Option Closing Date, as the case may be (A) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (B) stating, as of the date of the Lxxxx bring-down letter (or with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than three days prior to the date of the Lxxxx bring-down letterseveral Underwriters), the conclusions and findings of such firm with respect to the financial information and other matters covered by the Lxxxx initial letter, and (C) confirming in all material respects the conclusions and findings set forth in the Lxxxx initial letter.

Accountants’ Comfort Letters. (i) At On the time of execution of this Agreementdate hereof, the Representative Underwriter shall have received from Lxxxx, Ernst & Young LLP, independent public or certified public accountants for the Company, (i) a letterletter dated the date hereof addressed to the Underwriter, in form and substance satisfactory to the RepresentativeUnderwriter, addressed containing statements and information of the type ordinarily included in accountant’s “comfort letters” to underwriters, delivered according to Statement of Auditing Standards No. 72 (or any successor bulletin), with respect to the Underwriters audited and unaudited financial statements and certain financial information contained in the Registration Statement, the Preliminary Prospectus, Time of Sale Prospectus, and each free writing prospectus, if any, and, with respect to each letter dated the date hereof only, the Prospectus, and (Aii) confirming that they are (A) independent public or certified public accountants within the meaning of as required by the Securities Act and are the Exchange Act and (B) in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X X. (ii) On the date hereof, the Underwriter shall have received from Xxxxxx, Xxxxxxxx and Company, PA, independent public or certified public accountants for Quality of the CommissionLife Holdings, and Inc. (B“Quality of Life”), (i) stating, as of a letter dated the date hereof (or with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the most recent preliminary prospectus, as of a date not more than three days prior addressed to the date hereof)Underwriter, the conclusions in form and findings of such firm with respect substance satisfactory to the financial Underwriter, containing statements and information and other matters of the type ordinarily covered by accountants’ included in accountant’s “comfort letters” to underwriters in connection with registered public offerings. underwriters, delivered according to Statement of Auditing Standards No. 72 (ii) With respect to the letter of Lxxxx, LLP referred to in the preceding paragraph and delivered to the Representative concurrently with the execution of this Agreement (the “Lxxxx initial letter”or any successor bulletin), the Company shall have furnished to the Representative a letter (the “Lxxxx bring-down letter”) of such accountants, addressed to the Underwriters and dated as of the First Closing Date or, with respect to the Optional Sharesaudited and unaudited financial statements and certain financial information contained in the Registration Statement, the Preliminary Prospectus, Time of Sale Prospectus, and each Option Closing Datefree writing prospectus, as if any, and, with respect to each letter dated the case may be date hereof only, the Prospectus, and (Aii) confirming that they are (A) independent public or certified public accountants within the meaning of as required by the Securities Act and are the Exchange Act and (B) in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (B) stating, as of the date of the Lxxxx bring-down letter (or with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than three days prior to the date of the Lxxxx bring-down letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the Lxxxx initial letter, and (C) confirming in all material respects the conclusions and findings set forth in the Lxxxx initial letter.X.

Accountants’ Comfort Letters. (i) At i. On the time of execution of this Agreementdate hereof, the Representative shall have received from Lxxxx, LLP, independent public or certified public accountants for a letter dated the Company, a letter, in form and substance satisfactory to date hereof (the Representative“Comfort Letter”), addressed to the Underwriters and dated in form and substance reasonably satisfactory to the date hereof Representative and its counsel, from the Auditors (Ax) confirming that they are it is an independent public accountants accountant with respect to the Company within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the CommissionRules and Regulations, and (By) stating, as of the date hereof (or or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the most recent preliminary prospectusDisclosure Package, as of a date not more than three seven days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters underwriters, delivered according to Statement of Auditing Standards No. 72 and Statement of Auditing Standard No. 100 (or successor bulletins), in connection with registered public offerings. (ii) With respect to . At the letter of LxxxxClosing, LLP referred to in the preceding paragraph and delivered to the Representative concurrently with the execution of this Agreement (the “Lxxxx initial letter”), the Company shall have furnished to received from the Representative Auditors a letter (the “Lxxxx bringBring-down letterDown Letter”) ), dated as of such accountantsthe Closing, addressed to the Underwriters and dated as of in form and substance reasonably satisfactory to the First Closing Date orRepresentative and its counsel, (x) confirming that it is an independent public accountant with respect to the Optional Shares, each Option Closing Date, as the case may be (A) confirming that they are independent public accountants Company within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the CommissionRules and Regulations, (By) stating, as of the date of the Lxxxx bringBring-down letter Down Letter (or or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Disclosure Package and the Prospectus, as of a date not more than three days prior to the date of the Lxxxx bringBring-down letterDown Letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the Lxxxx initial letterComfort Letter, and (Cz) confirming in all material respects the conclusions and findings set forth in the Lxxxx initial letterComfort Letter.

Accountants’ Comfort Letters. (i) At On the time of execution of this Agreementdate hereof, the Representative Representatives shall have received from Lxxxx, LLP, independent public or certified public accountants for the Company, a letter, in form and substance satisfactory to the Representative, addressed to the Underwriters and letter dated the date hereof (the “Comfort Letter”), addressed to the Representatives, on behalf of the several Underwriters, and in form and substance reasonably satisfactory to the Representatives and counsel for the Underwriters, from BDO USA, LLP (“BDO”) (A) confirming that they are it is an independent registered public accountants accounting firm with respect to the Company and the Parent within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the CommissionRules and Regulations, and (B) stating, as of the date hereof (or or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the most recent preliminary prospectusDisclosure Package, as of a date not more than three days prior to the date hereof), the conclusions and findings of such firm BDO with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters underwriters, delivered according to Statement of Auditing Standards No. 72 and Statement of Auditing Standard No. 100 (or successor bulletins), in connection with registered public offerings. (ii) With respect to the letter of Lxxxx, LLP referred to in the preceding paragraph and delivered to the Representative concurrently with the execution of this Agreement (the “Lxxxx initial letter”)On each Closing Date, the Company Representatives shall have furnished to the Representative received from BDO a letter (the “Lxxxx bringBring-down letterDown Letter”) ), dated as of such accountantsClosing Date, addressed to the Underwriters and dated as Representatives, on behalf of the First Closing Date orseveral Underwriters, with respect and in form and substance reasonably satisfactory to the Optional SharesRepresentatives and counsel for the Underwriters, each Option Closing Date, as the case may be (A) confirming that they are it is an independent registered public accountants accounting firm with respect to the Company and the Parent within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the CommissionRules and Regulations, (B) with respect to the First Closing Date only, updating the Comfort Letter to reflect, as appropriate, the unaudited condensed consolidated financial statements for the nine-month period ended September 30, 2013 included in the quarterly report on Form 10-Q to be filed prior to the First Closing Date by the Parent and the Company for the quarter ended September 30, 2013 (such update, the “Comfort Letter Update”), (C) stating, as of the date of the Lxxxx bringBring-down letter Down Letter (or or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Disclosure Package and the Prospectus, as of a date not more than three days prior to the date of the Lxxxx bringBring-down letterDown Letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the Lxxxx initial letterComfort Letter and, for any Bring-Down Letter delivered after the First Closing Date, the Comfort Letter Update, and (CD) confirming in all material respects the conclusions and findings set forth in the Lxxxx initial letterComfort Letter and, for any Bring-Down Letter delivered after the First Closing Date, the Comfort Letter Update,.

Accountants’ Comfort Letters. (i) At On the time of execution of this Agreementdate hereof, the Representative Underwriters shall have received from Lxxxx, LLP, independent public or certified public accountants for a letter dated the Company, a letter, in form and substance satisfactory to date hereof (the Representative“Comfort Letter”), addressed to the Underwriters and dated in form and substance reasonably satisfactory to the date hereof Underwriters and their counsel, from Xxxx & Associates LLP (Ai) confirming that they are it is an independent public accountants accountant with respect to the Company within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the CommissionRules and Regulations, and (Bii) stating, as of the date hereof (or or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the most recent preliminary prospectusDisclosure Package, as of a date not more than three days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters underwriters, delivered according to Statement of Auditing Standards No. 72 and Statement of Auditing Standard No. 100 (or successor bulletins), in connection with registered public offerings. (ii) With respect to At the letter of Lxxxx, LLP referred to in the preceding paragraph and delivered to the Representative concurrently with the execution of this Agreement (the “Lxxxx initial letter”)Closing, the Company Underwriters shall have furnished to the Representative received from Xxxx & Associates LLP a letter (the “Lxxxx bringBring-down letterDown Letter”) ), dated as of such accountantsthe Closing, addressed to the Underwriters and dated as of in form and substance reasonably satisfactory to the First Closing Date orUnderwriters and their counsel, (i) confirming that it is an independent public accountant with respect to the Optional Shares, each Option Closing Date, as the case may be (A) confirming that they are independent public accountants Company within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the CommissionRules and Regulations, (Bii) stating, as of the date of the Lxxxx bringBring-down letter Down Letter (or or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Disclosure Package and the Prospectus, as of a date not more than three days prior to the date of the Lxxxx bringBring-down letterDown Letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the Lxxxx initial letterComfort Letter, and (Ciii) confirming in all material respects the conclusions and findings set forth in the Lxxxx initial letterComfort Letter.

Accountants’ Comfort Letters. (i) At the time of execution of this Agreement, the Representative You shall have received from Lxxxxon the First Closing Date and on the Second Closing Date, LLP, independent public or certified public accountants for as the Companycase may be, a letter, in form and substance satisfactory to the Representative, letter from Xxxxxx Xxxxxxxx addressed to the Underwriters and Underwriters, dated the date hereof (A) First Closing Date or the Second Closing Date, as the case may be, confirming that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and are in compliance with the applicable requirements relating to published Rules and Regulations and based upon the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, and (B) stating, as of the date hereof (or with respect to matters involving changes or developments since the respective dates as of which specified financial information is given procedures described in the most recent preliminary prospectus, as of a date not more than three days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings. (ii) With respect to the letter of Lxxxx, LLP referred to in the preceding paragraph and delivered to the Representative you concurrently with the execution of this Agreement (herein called the “Lxxxx initial letter”"Original Letter"), the Company shall have furnished but carried out to the Representative a letter date not more than four (the “Lxxxx bring-down letter”4) of such accountants, addressed business days prior to the Underwriters and dated as of the First Closing Date or, with respect to or the Optional Shares, each Option Second Closing Date, as the case may be, (i) confirming, to the extent true, that the statements and conclusions set forth in the Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Original Letter which are necessary to reflect any changes in the facts described in the Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of the Company and its subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse and that makes it, in your sole judgment, impracticable or inadvisable to proceed with the public offering of the Shares as contemplated by the Prospectus. The Original Letter from Xxxxxx Xxxxxxxx shall be addressed to or for the use of the Underwriters in form and substance satisfactory to the Underwriters and shall (Ai) confirming represent, to the extent true, that they are independent certified public accountants with respect to the Company within the meaning of the Securities Act and are in compliance with the applicable requirements relating published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the qualification consolidated balance sheet of accountants under the Company as of December 31, 1999 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended December 31, 1999;(iii) state that Xxxxxx Xxxxxxxx has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of Xxxxxx Xxxxxxxx as described in SAS 71 on the financial statements for the one-quarter period ended March 31, 2000 (the "Quarterly Financial Statements"), (iv) state that the pro forma financial statements presented in the Registration Statement or Prospectus comply in all material respects with Rule 211-01 02 of Regulation S-X X, (v) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the Commissionfinancial statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, (B) statingand address other matters agreed upon by Xxxxxx Xxxxxxxx and you. In addition, you shall have received from Xxxxxx Xxxxxxxx a letter addressed to the Company and made available to you for the use of the Underwriters stating that their review of the Company's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of the Company's consolidated financial statements as of March 31, 2000, did not disclose any weaknesses in internal controls that they considered to be material weaknesses. You shall also have received on the First Closing Date and on the Second Closing Date, as of the date of case may be, a letter from Xxxxxxxxxx addressed to the Lxxxx bring-down letter (Underwriters, dated the First Closing Date or the Second Closing Date, as the case may be, confirming that they are independent certified public accountants with respect to matters involving changes or developments since Talaria within the respective dates as meaning of which specified financial information is given the Securities Act and the applicable published Rules and Regulations and based upon the procedures described in such letter delivered to you concurrently with the Prospectusexecution of this Agreement (herein called the "Xxxxxxxxxx Original Letter"), as of but carried out to a date not more than three four (4) business days prior to the date of First Closing Date or the Lxxxx bring-down letter)Second Closing Date, as the conclusions and findings of such firm with respect case may be, (i) confirming, to the financial information extent true, that the statements and other matters covered by the Lxxxx initial letter, and (C) confirming in all material respects the conclusions and findings set forth in the Lxxxx initial Xxxxxxxxxx Original Letter are accurate as of the First Closing Date or the Second Closing Date, as the case may be, and (ii) setting forth any revisions and additions to the statements and conclusions set forth in the Xxxxxxxxxx Original Letter which are necessary to reflect any changes in the facts described in the Xxxxxxxxxx Original Letter since the date of such letter, or to reflect the availability of more recent financial statements, data or information. The letter shall disclose any change in the condition (financial or otherwise), earnings, operations, business or business prospects of Talaria and its subsidiaries considered as one enterprise from that set forth in the Registration Statement or Prospectus, which, in your sole judgment, is material and adverse and that makes it, in your sole judgment, impracticable or inadvisable to proceed with the public offering of the Shares as contemplated by the Prospectus. The Xxxxxxxxxx Original Letter from Xxxxxxxxxx shall be addressed to or for the use of the Underwriters in form and substance satisfactory to the Underwriters and shall (i) represent, to the extent true, that they are independent certified public accountants with respect to Talaria within the meaning of the Securities Act and the applicable published Rules and Regulations, (ii) set forth their opinion with respect to their examination of the consolidated balance sheet of Talaria as of December 31, 1999 and related consolidated statements of operations, shareholders' equity, and cash flows for the twelve (12) months ended December 31, 1999;(iii) state that Xxxxxxxxxx has performed the procedures set out in Statement on Auditing Standards No. 71 ("SAS 71") for a review of interim financial information and providing the report of Xxxxxxxxxx as described in SAS 71 on the financial statements for the one-quarter period ended March 31, 2000 (the "Quarterly Financial Statements"), (iv) state that in the course of such review, nothing came to their attention that leads them to believe that any material modifications need to be made to any of the financial statements in order for them to be in compliance with generally accepted accounting principles consistently applied across the periods presented, and address other matters agreed upon by Xxxxxxxxxx and you. In addition, you shall have received from Xxxxxxxxxx a letter addressed to the Company and made available to you for the use of the Underwriters stating that their review of Talaria's system of internal accounting controls, to the extent they deemed necessary in establishing the scope of their examination of Talaria's consolidated financial statements as of March 31, 2000, did not disclose any weaknesses in internal controls that they considered to be material weaknesses.

Accountants’ Comfort Letters. (i) At On the time of execution of this Agreementdate hereof, the Representative Underwriter shall have received from Lxxxx, LLP, independent public or certified public accountants for the Company, a letter, in form and substance satisfactory to the Representative, addressed to the Underwriters and letter dated the date hereof (Athe “Comfort Letter”), addressed to the Underwriter and in form and substance reasonably satisfactory to the Underwriter and its counsel, from the Auditors (i) confirming that they are it is an independent public accountants accountant with respect to the Company within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the CommissionRules and Regulations, and (Bii) stating, as of the date hereof (or or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the most recent preliminary prospectusDisclosure Package, as of a date not more than three days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters Underwriter, delivered according to Statement of Auditing Standards No. 72 and Statement of Auditing Standard No. 100 (or successor bulletins), in connection with registered public offerings. (ii) With respect to At the letter of Lxxxx, LLP referred to in the preceding paragraph and delivered to the Representative concurrently with the execution of this Agreement (the “Lxxxx initial letter”)Delivery Date, the Company Underwriter shall have furnished to received from the Representative Auditors a letter (the “Lxxxx bringBring-down letterDown Letter”) ), dated as of such accountantsthe Delivery Date, addressed to the Underwriters Underwriter and dated as of in form and substance reasonably satisfactory to the First Closing Date orUnderwriter and its counsel, (i) confirming that it is an independent public accountant with respect to the Optional Shares, each Option Closing Date, as the case may be (A) confirming that they are independent public accountants Company within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the CommissionRules and Regulations, (Bii) stating, as of the date of the Lxxxx bringBring-down letter Down Letter (or or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Disclosure Package and the Prospectus, as of a date not more than three days prior to the date of the Lxxxx bringBring-down letterDown Letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the Lxxxx initial letterComfort Letter, and (Ciii) confirming in all material respects the conclusions and findings set forth in the Lxxxx initial letterComfort Letter.

Accountants’ Comfort Letters. (i) At On the time of execution of this Agreementdate hereof, the Representative Underwriters shall have received from Lxxxx, LLP, independent public or certified public accountants for a letter dated the Company, a letter, in form and substance satisfactory to date hereof (the Representative“Comfort Letter”), addressed to the Underwriters and dated in form and substance reasonably satisfactory to the date hereof Underwriters and their counsel, from the Auditors (Ai) confirming that they are it is an independent public accountants accountant with respect to the Company within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the CommissionRules and Regulations, and (Bii) stating, as of the date hereof (or or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the most recent preliminary prospectusDisclosure Package, as of a date not more than three days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters underwriters, delivered according to Statement of Auditing Standards No. 72 and Statement of Auditing Standard No. 100 (or successor bulletins), in connection with registered public offerings. (ii) With respect to At the letter of Lxxxx, LLP referred to in the preceding paragraph and delivered to the Representative concurrently with the execution of this Agreement (the “Lxxxx initial letter”)Closing, the Company Underwriters shall have furnished to received from the Representative Auditors a letter (the “Lxxxx bringBring-down letterDown Letter”) ), dated as of such accountantsthe Closing, addressed to the Underwriters and dated as of in form and substance reasonably satisfactory to the First Closing Date orUnderwriters and their counsel, (i) confirming that it is an independent public accountant with respect to the Optional Shares, each Option Closing Date, as the case may be (A) confirming that they are independent public accountants Company within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the CommissionRules and Regulations, (Bii) stating, as of the date of the Lxxxx bringBring-down letter Down Letter (or or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Disclosure Package and the Prospectus, as of a date not more than three days prior to the date of the Lxxxx bringBring-down letterDown Letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the Lxxxx initial letterComfort Letter, and (Ciii) confirming in all material respects the conclusions and findings set forth in the Lxxxx initial letterComfort Letter.

Accountants’ Comfort Letters. (i) At On the time of execution of this Agreementdate hereof, the Representative Representatives shall have received from Lxxxx, Ernst & Young LLP, independent registered public or independent certified public accountants for the CompanyCompany and each of the E&Y Acquisition Entities, a letterletters dated the date hereof addressed to the Underwriters, in form and substance satisfactory to the RepresentativeRepresentatives, addressed containing statements and information of the type ordinarily included in accountant's "comfort letters" to underwriters, delivered according to Statement of Auditing Standards No. 72, as amended by SAS 76 and SAS 86 (or any successor standard), with respect to the Underwriters audited and unaudited financial statements and certain financial information contained in the Registration Statement and the Prospectus relating to (a) the Company and its consolidated subsidiaries and (b) the E&Y Acquisition Entities (and the Representatives shall have received an additional five (5) conformed copies of such accountants' letters for each of the several Underwriters). (ii) On the date hereof, the Representatives shall have received from KPMG LLP, independent registered public or independent certified public accountants for Sprint Sites USA, a letter dated the date hereof addressed to the Underwriters, in form and substance satisfactory to the Representatives, containing statements and information of the type ordinarily included in accountant's "comfort letters" to underwriters, delivered according to Statement of Auditing Standards No. 72, as amended by SAS 76 and SAS 86 (Aor any successor standard), with respect to the audited and unaudited financial statements and certain financial information contained in the Registration Statement and the Prospectus relating to Sprint Sites USA (and the Representatives shall have received an additional five (5) confirming that conformed copies of such accountants' letters for each of the several Underwriters). (iii) On the date hereof, the Representatives shall have received from PricewaterhouseCoopers LLP, an independent registered public accounting firm who have expressed their opinion with respect to the statement of revenue and direct operating expenses of SunCom Acquisition, a letter dated the date hereof addressed to the Underwriters, in form and substance satisfactory to the Representatives, to the effect that: (i) they are an independent registered public accountants accounting firm with respect to Triton PCS Holdings, Inc and its subsidiaries within the meaning of the Securities Act and are the applicable rules and regulations thereunder adopted by the Commission and (ii) in compliance their opinion, the statement of revenue and direct operating expenses of SunCom Acquisition audited by them and included in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the CommissionAct and the related rules and regulations adopted by the Commission (and the Representatives shall have received an additional five (5) conformed copies of such accountants' letters for each of the several Underwriters). (iv) On the date hereof, and (B) statingthe Representatives shall have received from Dixon Hughes PLLC, as of independent registered public or indepenxxxx xxxxxxxed public accountants for ForeSite 2005 Acquisition, a letter dated the date hereof (or with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the most recent preliminary prospectus, as of a date not more than three days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings. (ii) With respect to the letter of Lxxxx, LLP referred to in the preceding paragraph and delivered to the Representative concurrently with the execution of this Agreement (the “Lxxxx initial letter”), the Company shall have furnished to the Representative a letter (the “Lxxxx bring-down letter”) of such accountants, addressed to the Underwriters Underwriters, in form and dated as substance satisfactory to the Representatives, containing statements and information of the First Closing Date ortype ordinarily included in accountant's "comfort letters" to underwriters, delivered according to Statement of Auditing Standards No. 72, as amended by SAS 76 and SAS 86 (or any successor standard), with respect to the Optional Shares, audited and unaudited financial statements and certain financial information contained in the Registration Statement and the Prospectus relating to ForeSite 2005 Acquisition (and the Representatives shall have received an additional five (5) conformed copies of such accountants' letters for each Option Closing Date, as the case may be (A) confirming that they are independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (B) stating, as of the date of the Lxxxx bring-down letter (or with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than three days prior to the date of the Lxxxx bring-down letterseveral Underwriters), the conclusions and findings of such firm with respect to the financial information and other matters covered by the Lxxxx initial letter, and (C) confirming in all material respects the conclusions and findings set forth in the Lxxxx initial letter.

Accountants’ Comfort Letters. (i) At On the time of execution of this Agreementdate hereof, the Representative Underwriters shall have received from Lxxxx, LLP, independent public or certified public accountants for a letter dated the Company, a letter, in form and substance satisfactory to date hereof (the Representative“Comfort Letter”), addressed to the Underwriters and dated in form and substance reasonably satisfactory to the date hereof Underwriters and their counsel, from the Auditors (Ai) confirming that they are it is an independent public accountants accountant with respect to the Company within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the CommissionRules and Regulations, and (Bii) stating, as of the date hereof (or or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the most recent preliminary prospectusDisclosure Package, as of a date not more than three seven days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters underwriters, delivered according to Statement of Auditing Standards No. 72 and Statement of Auditing Standard No. 100 (or successor bulletins), in connection with registered public offerings. (ii) With respect to At the letter of Lxxxx, LLP referred to in the preceding paragraph and delivered to the Representative concurrently with the execution of this Agreement (the “Lxxxx initial letter”)Closing, the Company Underwriters shall have furnished to received from the Representative Auditors a letter (the “Lxxxx bringBring-down letterDown Letter”) ), dated as of such accountantsthe Closing, addressed to the Underwriters and dated as of in form and substance reasonably satisfactory to the First Closing Date orUnderwriters and their counsel, (i) confirming that it is an independent public accountant with respect to the Optional Shares, each Option Closing Date, as the case may be (A) confirming that they are independent public accountants Company within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the CommissionRules and Regulations, (Bii) stating, as of the date of the Lxxxx bringBring-down letter Down Letter (or or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Disclosure Package and the Prospectus, as of a date not more than three days prior to the date of the Lxxxx bringBring-down letterDown Letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the Lxxxx initial letterComfort Letter, and (Ciii) confirming in all material respects the conclusions and findings set forth in the Lxxxx initial letterComfort Letter.

Accountants’ Comfort Letters. (i) At the time of the execution of this Agreement, the Representative shall have received from Lxxxx, LLP, independent public or certified public accountants for the Company, PricewaterhouseCoopers LLP a letterletter dated such date, in form and substance satisfactory to the Representative, addressed to the Underwriters and dated the date hereof (A) confirming that they are independent public accountants within the meaning together with signed or reproduced copies of such letter for each of the Securities Act other Underwriters containing statements and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X information of the Commission, and (B) stating, as of the date hereof (or with respect to matters involving changes or developments since the respective dates as of which specified financial information is given type ordinarily included in the most recent preliminary prospectus, as of a date not more than three days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in connection with registered public offeringsthe Registration Statement and the Preliminary Prospectus Supplement of the Company dated February 2, 2009 (the “Preliminary Prospectus Supplement”). (ii) With respect to At the letter time of Lxxxx, LLP referred to in the preceding paragraph and delivered to the Representative concurrently with the execution of this Agreement (the “Lxxxx initial letter”)Agreement, the Company Representative shall have furnished received from Xxxxx Xxxxxxxx LLP a letter dated such date, in form and substance satisfactory to the Representative a letter (the “Lxxxx bring-down letter”) Representative, together with signed or reproduced copies of such accountants, addressed to the Underwriters and dated as letter for each of the First Closing Date or, with respect to the Optional Shares, each Option Closing Date, as the case may be (A) confirming that they are independent public accountants within the meaning other Underwriters containing statements and information of the Securities Act and are type ordinarily included in compliance with the applicable requirements relating accountants’ “comfort letters” to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (B) stating, as of the date of the Lxxxx bring-down letter (or with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Prospectus, as of a date not more than three days prior to the date of the Lxxxx bring-down letter), the conclusions and findings of such firm underwriters with respect to the financial statements and certain financial information and other matters covered by the Lxxxx initial letter, and (C) confirming in all material respects the conclusions and findings set forth contained in the Lxxxx initial letterRegistration Statement and the Preliminary Prospectus Supplement pertaining to Corrpro Companies, Inc. and its subsidiaries. (iii) At the time of the execution of this Agreement, the Representative shall have received from Castaing, Xxxxxx & Xxxxx, LLC a letter dated such date, in form and substance satisfactory to the Representative, together with signed or reproduced copies of such letter for each of the other Underwriters containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Preliminary Prospectus Supplement. (iv) At the time of the execution of this Agreement, the Representative shall have received from UHY LLP a letter dated such date, in form and substance satisfactory to the Representative, together with signed or reproduced copies of such letter for each of the other Underwriters containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Preliminary Prospectus Supplement.

Accountants’ Comfort Letters. (i) At On the time of execution of this Agreementdate hereof, the Representative Underwriter shall have received from Lxxxx, LLP, independent public or certified public accountants for the Company, a letter, in form and substance satisfactory to the Representative, addressed to the Underwriters and letter dated the date hereof (Athe "Comfort Letter"), addressed to the Underwriter and in form and substance reasonably satisfactory to the Underwriter and its counsel, from each of Xxxxxx & Xxxxxx, PC and Appalachian Basin CPAs, Inc., (i) confirming that they are independent public accountants with respect to the Company and Triad, respectively, within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, Rules and Regulations and (Bii) stating, as of the date hereof (or or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the most recent preliminary prospectusDisclosure Package, as of a date not more than three days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “' "comfort letters” " to underwriters underwriters, delivered according to Statement of Auditing Standards No. 72 and Statement of Auditing Standard No. 100 (or successor bulletins), in connection with registered public offerings. (ii) With respect to the letter At each Time of Lxxxx, LLP referred to in the preceding paragraph and delivered to the Representative concurrently with the execution of this Agreement (the “Lxxxx initial letter”)Delivery, the Company Underwriter shall have furnished to the Representative received from each of Xxxxxx & Xxxxxx, PC and Appalachian Basin CPAs a letter (the “Lxxxx bring"Bring-down letter”) Down Letter"), dated such Time of such accountantsDelivery, addressed to the Underwriters Underwriter and dated as of the First Closing Date or, with respect in form and substance reasonably satisfactory to the Optional SharesUnderwriter and its counsel, each Option Closing Date, as the case may be (Ai) confirming that they are independent public accountants with respect to the Company and Triad, respectively, within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the CommissionRules and Regulations, (Bii) stating, as of the date of the Lxxxx bringBring-down letter Down Letter (or or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Disclosure Package and the Prospectus, as of a date not more than three days prior to the date of the Lxxxx bringBring-down letterDown Letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the Lxxxx initial letter, Comfort Letter and (Ciii) confirming in all material respects the conclusions and findings set forth in the Lxxxx initial letterComfort Letter.

Accountants’ Comfort Letters. (i) At On the time of execution of this Agreementdate hereof, the Representative Underwriters shall have received from Lxxxx, LLP, independent public or certified public accountants for a letter dated the Company, a letter, in form and substance satisfactory to date hereof (the Representative“Comfort Letter”), addressed to the Underwriters and dated in form and substance reasonably satisfactory to the date hereof Underwriters and their counsel, from each of Xxxx & Associates LLP, KPMG LLP and Hall Xxxxxxx & Company LLP (Ai) confirming that, in the case of Xxxx & Associates LLP, that they are independent public accountants with respect to the Company within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the CommissionRules and Regulations, and (Bii) stating, as of the date hereof (or or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the most recent preliminary prospectusDisclosure Package, as of a date not more than three days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters underwriters, delivered according to Statement of Auditing Standards No. 72 and Statement of Auditing Standard No. 100 (or successor bulletins), in connection with registered public offerings. (ii) With respect to At the letter of Lxxxx, LLP referred to in the preceding paragraph and delivered to the Representative concurrently with the execution of this Agreement (the “Lxxxx initial letter”)Closing, the Company Underwriters shall have furnished to the Representative received from each of Xxxx & Associates LLP, KPMG LLP and Hall Xxxxxxx & Company LLP a letter (the “Lxxxx bringBring-down letterDown Letter”) ), dated as of such accountantsthe Closing, addressed to the Underwriters and dated as of the First Closing Date or, with respect in form and substance reasonably satisfactory to the Optional SharesUnderwriters and their counsel, each Option Closing Date(i) confirming that, as in the case may be (A) confirming that of Xxxx & Associates LLP, they are independent public accountants with respect to the Company within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the CommissionRules and Regulations, (Bii) stating, as of the date of the Lxxxx bringBring-down letter Down Letter (or or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Disclosure Package and the Prospectus, as of a date not more than three days prior to the date of the Lxxxx bringBring-down letterDown Letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the Lxxxx initial letterComfort Letter, and (Ciii) confirming in all material respects the conclusions and findings set forth in the Lxxxx initial letterComfort Letter.

Accountants’ Comfort Letters. (i) At On the time of execution of this Agreementdate hereof, the Representative Underwriter shall have received from Lxxxx, LLP, independent public or certified public accountants for the Company, a letter, in form and substance satisfactory to the Representative, addressed to the Underwriters and letter dated the date hereof (Athe "Comfort Letter"), addressed to the Underwriter and in form and substance reasonably satisfactory to the Underwriter and its counsel, from Xxxx (i) confirming that they are it is an independent registered public accountants accounting firm with respect to the Company within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the CommissionRules and Regulations, and (Bii) stating, as of the date hereof (or or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the most recent preliminary prospectusDisclosure Package, as of a date not more than three days prior to the date hereof), the conclusions and findings of such firm Xxxx with respect to the financial information and other matters ordinarily covered by accountants’ “' "comfort letters” " to underwriters underwriters, delivered according to Statement of Auditing Standards No. 72 and Statement of Auditing Standard No. 100 (or successor bulletins), in connection with registered public offerings. (ii) With respect to At the letter of Lxxxx, LLP referred to in the preceding paragraph and delivered to the Representative concurrently with the execution of this Agreement (the “Lxxxx initial letter”)Closing, the Company Underwriter shall have furnished to the Representative received from Xxxx a letter (the “Lxxxx bring"Bring-down letter”) Down Letter"), dated as of such accountantsthe Closing, addressed to the Underwriters Underwriter and dated as of in form and substance reasonably satisfactory to the First Closing Date orUnderwriter and their counsel, (i) confirming that it is an independent registered public accounting firm with respect to the Optional Shares, each Option Closing Date, as the case may be (A) confirming that they are independent public accountants Company within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the CommissionRules and Regulations, (Bii) stating, as of the date of the Lxxxx bringBring-down letter Down Letter (or or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Disclosure Package and the Prospectus, as of a date not more than three days prior to the date of the Lxxxx bringBring-down letterDown Letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the Lxxxx initial letterComfort Letter, and (Ciii) confirming in all material respects the conclusions and findings set forth in the Lxxxx initial letterComfort Letter.

Accountants’ Comfort Letters. (i) At On the time of execution of this Agreementdate hereof, the Representative shall have received from Lxxxx, LLP, independent public or certified public accountants for a letter dated the Company, a letter, in form and substance satisfactory to date hereof (the Representative“Comfort Letter”), addressed to the Underwriters and dated in form and substance reasonably satisfactory to the date hereof Representative and its counsel, from the Auditors (Ai) confirming that they are it is an independent public accountants accountant with respect to the Company within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the CommissionRules and Regulations, and (Bii) stating, as of the date hereof (or or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the most recent preliminary prospectusDisclosure Package, as of a date not more than three seven days prior to the date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters underwriters, delivered according to Statement of Auditing Standards No. 72 and Statement of Auditing Standard No. 100 (or successor bulletins), in connection with registered public offerings. (ii) With respect to At the letter of LxxxxClosing, LLP referred to in the preceding paragraph and delivered to the Representative concurrently with the execution of this Agreement (the “Lxxxx initial letter”), the Company shall have furnished to received from the Representative Auditors a letter (the “Lxxxx bringBring-down letterDown Letter”) ), dated as of such accountantsthe Closing, addressed to the Underwriters and dated as of in form and substance reasonably satisfactory to the First Closing Date orRepresentative and its counsel, (i) confirming that it is an independent public accountant with respect to the Optional Shares, each Option Closing Date, as the case may be (A) confirming that they are independent public accountants Company within the meaning of the Securities Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the CommissionRules and Regulations, (Bii) stating, as of the date of the Lxxxx bringBring-down letter Down Letter (or or, with respect to matters involving changes or developments since the respective dates as of which specified financial information is given in the Disclosure Package and the Prospectus, as of a date not more than three days prior to the date of the Lxxxx bringBring-down letterDown Letter), the conclusions and findings of such firm with respect to the financial information and other matters covered by the Lxxxx initial letterComfort Letter, and (Ciii) confirming in all material respects the conclusions and findings set forth in the Lxxxx initial letterComfort Letter.