Common use of Accountants’ Letter Clause in Contracts

Accountants’ Letter. At the time this Agreement is executed and at the Closing Date, the Dealer Manager shall have received a letter from Arthur Andersen LLP, independent public accountants for the Xxxx, dxxxx xx of the date of this Agreement and as of the Closing Date, addressed to the Dealer Manager and in form and substance satisfactory to the Dealer Manager, to the effect that: (i) they are, and during the periods covered by their reports included in the Registration Statement and Prospectus they were, independent certified public accountants with respect to the Fund within the meaning of the Act; (ii) in their opinion, the statement of assets and liabilities examined by them and included in the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Act; (iii) on the basis of procedures (but not an examination made in accordance with generally accepted auditing standards) consisting of a reading of the latest available statement of assets and liabilities of the Fund (with an indication of the date of the latest available statement of assets and liabilities), a reading of the minutes of meetings and consents of the shareholders and board of directors of the Fund and the committees thereof subsequent to _____, inquiries of officers and other employees of the Fund who have responsibility for financial and accounting matters of the Fund and its subsidiaries with respect to transactions and events subsequent to _____, and other specified procedures and inquiries to a date not more than five days prior to the date of such letter, nothing has come to their attention that would cause them to believe that: (A) the statement of assets and liabilities of the Fund does not comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Act or that such statement of assets and liabilities is not fairly presented in conformity with generally accepted accounting principles (except to the extent certain footnote disclosures have been omitted in accordance with applicable rules of the Commission); and (B) with respect to the period subsequent to _____ there were, as of the date of the most recent available statement of assets and liabilities of the Fund and as of a specified date not more than five days prior to the date of such letter, any changes in the capital stock or long-term indebtedness of the Fund or decrease in the net assets or stockholders' equity of the Fund or that the Fund has incurred any long-term liabilities, in each case as compared with the amounts shown in the most recent statement of assets and liabilities included in the Registration Statement and the Prospectus, except for changes or decreases which the Registration Statement and the Prospectus disclose have occurred or may occur or which are set forth in such letter. The letter from Arthur Andersen LLP shall cover such additional matters as txx Xxxlxx Xxxxxer may reasonably request.

Accountants’ Letter. At The Representative shall have received from Singer, Lewak, Xxxxxxxxx & Xxxxxxxxx LLP, a letter or letters dated, respectively, the time this Agreement is executed date hereof and at the Closing Date, the Dealer Manager shall have received a letter from Arthur Andersen LLP, independent public accountants for the Xxxx, dxxxx xx of the date of this Agreement and as of the Closing Date, addressed to the Dealer Manager and in form and substance reasonably satisfactory to the Dealer ManagerRepresentative, substantially to the effect that: : (ia) they are, and during the periods covered by their reports included in the Registration Statement and Prospectus they were, are independent certified public accountants with respect to the Fund Company within the meaning of the Act; Act and the Rules and Regulations; (iib) in their opinion, the statement of assets and liabilities examined financial statements audited by them and included in the Registration Statement and the Prospectus comply as to in form in all material respects with the applicable accounting requirements of the Act and the Company Act; related published rules and regulations; (iiic) on the basis of a reading of the audited financial statements of the Company, for the year-ended January 31, 1997, and the unaudited financial statements of the Company for the period ended July 31, 1997 and the notes thereto, carrying out certain specified procedures (but which do not constitute an examination audit made in accordance with generally accepted auditing standards) consisting that would not necessarily reveal matters of a reading of significance with respect to the latest available statement of assets and liabilities of the Fund (with an indication of the date of the latest available statement of assets and liabilities)comments set forth in this paragraph, a reading of the minutes of meetings and consents minute books of the shareholders and shareholders, the board of directors and any committees thereof of the Fund Company, and the committees thereof subsequent to _____, inquiries of officers and other employees certain officials of the Fund Company who have responsibility for financial and accounting matters of the Fund and its subsidiaries with respect to transactions and events subsequent to _____, and other specified procedures and inquiries to a date not more than five days prior to the date of such lettermatters, nothing has come came to their attention that would cause caused them to believe that: : (Ai) the statement of assets and liabilities unaudited financial statements of the Fund does Company included in the Registration Statement and the Prospectus do not comply as to in form in all material respects with the applicable accounting requirements of the Act and the Company Act related published rules and regulations thereunder or that such statement of assets and liabilities is are not fairly presented in conformity with generally accepted accounting principles (except to the extent certain footnote disclosures have been omitted in accordance applied on a basis substantially consistent with applicable rules that of the Commission)audited financial statements included in the Registration Statement and the Prospectus; and and (Bii) with respect to the period subsequent to _____ there were, as of the date of the most recent available statement of assets and liabilities of the Fund and as of at a specified specific date not more than five business days prior to the date of such letter, there were any changes in the capital stock or long-term indebtedness debt of the Fund Company or decrease any decreases in the net current assets or stockholdersshareholders' equity of the Fund or that the Fund has incurred any long-term liabilitiesCompany, in each case as compared with the amounts shown in on the most recent statement of assets and liabilities July 31, 1997 balance sheet included in the Registration Statement and the Prospectus, or for the period from July 31, 1997 to such specified date there were any decreases, as compared with the corresponding period in the preceding year, in net sales, gross profit, selling, general and administrative expenses, employee plans and bonuses, income (loss) from operations, interest expenses, income (loss) before income taxes, provision (benefit) for income taxes, net income (loss) or net income (loss) per share of the Company, except in all instances for changes changes, decreases or increases set forth in such letter; and (d) they have carried out certain specified procedures, not constituting an audit, with respect to certain amounts, percentages and financial information that are derived from the general accounting records of the Company and are included in the Registration Statement and the Prospectus, and have compared such amounts, percentages and financial information with such records of the Company and with information derived from such records and have found them to be in agreement, excluding any questions of legal interpretation. In the event that the letters referred to above set forth any such changes, decreases which or increases, it shall be a further condition to the obligations of the Underwriters that such letters shall be accompanied by a written explanation of the Company as to the significance thereof, unless the Representative deems such explanation unnecessary, and such changes, decreases or increases do not, in the sole judgment of the Representative, make it impractical or inadvisable to proceed with the purchase and delivery of the Shares as contemplated by the Registration Statement, as amended as of the date hereof. References to the Registration Statement and the Prospectus disclose have occurred in this Section 7.4 with respect to either letter referred to above shall include any amendment or may occur or which are set forth in supplement thereto at the date of such letter. The letter from Arthur Andersen LLP shall cover such additional matters as txx Xxxlxx Xxxxxer may reasonably request.

Accountants’ Letter. At On the time this Agreement is executed and at the Closing Date, the Dealer Manager Effective Date you shall have received from PricewaterhouseCoopers LLP a letter from Arthur Andersen LLPletter, independent public accountants for the Xxxx, dxxxx xx of the date of this Agreement and as of the Closing Date, addressed to the Dealer Manager and in form and substance satisfactory to you in all respects (including the Dealer Managernonmaterial nature of the changes and decreases, if any, referred to the effect in clause (iii) herein), advising that: : (i) they are, are independent certified public accountants as required by the Securities Act and during the periods covered by Regulations and the answer to Item 27 of the Registration Statement does not require any statement relating to them; (ii) it is their reports included in opinion that the financial statements and supporting schedules filed as part of the Registration Statement and Prospectus they were, independent certified public accountants with respect to the Fund within the meaning of the Act; (ii) in their opinion, the statement of assets and liabilities examined by them and those included in the Registration Statement Prospectus, and covered by their opinions therein, comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Company Act; Regulations relating to financial statements in the registration statement on Form S-11; (iii) based on the basis limited review set forth in detail in such letter, nothing came to their attention that caused them to believe that during the period from the date of the balance sheet of the Company contained in the Prospectus to a specified date not more than five (5) days prior to the date on which the Registration Statement initially becomes effective, there was any change in the stockholder's equity, liabilities or net assets of the Company as compared with the amounts shown in such balance sheet other than as such change may have been contemplated by or set forth in the Registration Statement or Prospectus; (iv) based on procedures (but not an examination made in accordance with generally accepted auditing standards) consisting of a reading of the latest available statement of assets percentages and liabilities of dollar amounts and related text set forth in the Fund Prospectus and the Registration Statement under the captions "Prior Offerings by Affiliates" and "Prior Performance Tables" (with including Table VI included as an indication of exhibit to the date of the latest available statement of assets and liabilitiesRegistration Statement), a reading of and all dollar amounts in the minutes of meetings and consents of the shareholders and board of directors of the Fund and the committees thereof subsequent to _____related notes referenced therein, inquiries inquiry of officers and other employees of the Fund who corporate general partner of Corporate Property Associates, Corporate Property Associates 2, Corporate Property Associates 3, Corporate Property Associates 4, a California limited partnership, Corporate Property Associates 5, Corporate Property Associates 6 - a California limited partnership, Corporate Property Associates 7 - a California limited partnership, Corporate Property Associates 8, L.P., and Corporate Property Associates 9, L.P., (collectively the "CPA(R) Partnerships") and the officers and other employees of Corporate Property Associates 10 Incorporated, Xxxxx Institutional Properties Incorporated, Corporate Property Associates 12 Incorporated, Corporate Property Associates 14, Incorporated and Corporate Property Associates 15 Incorporated (collectively the "CPA(R) REITs"), and counsel for the CPA(R) Partnerships and the CPA(R) REITs, they have responsibility for found such percentages and dollar amounts to be in agreement with the respective relevant accounting and financial and accounting matters records of the Fund CPA(R) Partnerships and its subsidiaries with respect to transactions CPA(R) REITs; and (v) they have conducted such other procedures as may be mutually agreed by the Company, Selected Dealers and events subsequent to _____, and other specified procedures and inquiries to a date not more than five days prior to the date of such letter, nothing has come to their attention that would cause them to believe that: (A) the statement of assets and liabilities of the Fund does not comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Act or that such statement of assets and liabilities is not fairly presented in conformity with generally accepted accounting principles (except to the extent certain footnote disclosures have been omitted in accordance with applicable rules of the Commission); and (B) with respect to the period subsequent to _____ there were, as of the date of the most recent available statement of assets and liabilities of the Fund and as of a specified date not more than five days prior to the date of such letter, any changes in the capital stock or long-term indebtedness of the Fund or decrease in the net assets or stockholders' equity of the Fund or that the Fund has incurred any long-term liabilities, in each case as compared with the amounts shown in the most recent statement of assets and liabilities included in the Registration Statement and the Prospectus, except for changes or decreases which the Registration Statement and the Prospectus disclose have occurred or may occur or which are set forth in such letter. The letter from Arthur Andersen LLP shall cover such additional matters as txx Xxxlxx Xxxxxer may reasonably requestSelected Investment Advisors.

Accountants’ Letter. At the time this Agreement is executed and at the Closing Date, the Dealer Manager The Representatives shall have received a letter from Arthur Andersen LLP, independent public accountants for at the Xxxx, dxxxx xx time of the date execution of this Agreement and as Agreement, of KPMG LLP (“KPMG”) in the Closing Dateform approved by the Representatives before the execution of this Agreement, addressed with respect to the Dealer Manager financial statements and certain financial information set forth in form and substance satisfactory to the Dealer Manager, to the effect that: (i) they are, and during the periods covered or incorporated by their reports included reference in the Registration Statement and Prospectus Prospectus, which shall include the following statements: (1) they were, are an independent certified registered public accountants with respect to the Fund accounting firm within the meaning of the Act; Act and the Securities Act Regulations; (ii2) in their opinion, opinion the statement of assets and liabilities financial statements examined by them and included in or incorporated by reference into the Registration Statement Statements comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Act; Securities Act Regulations; (iii3) on the basis of procedures (but not an examination made in accordance with generally accepted auditing standards) consisting of a reading of the latest available statement of assets and liabilities interim financial statements of the Fund (with an indication of the date of the latest available statement of assets and liabilities), a reading of the minutes of meetings and consents of the shareholders and board of directors of the Fund and the committees thereof subsequent to _____Company, inquiries of officers and other employees officials of the Fund Company who have responsibility for financial and accounting matters of the Fund and its subsidiaries with respect to transactions and events subsequent to _____matters, and other specified procedures procedures, nothing came to their attention that caused them to believe that: (a) at the date of the latest available balance sheet read by such accountants, and inquiries to at a subsequent specified date not more than five three business days prior to the date of such letterthis Agreement, nothing has come to their attention that would cause them to believe that: (A) the statement of assets and liabilities of the Fund does not comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Act or that such statement of assets and liabilities is not fairly presented in conformity with generally accepted accounting principles (except to the extent certain footnote disclosures have been omitted in accordance with applicable rules of the Commission); and (B) with respect to the period subsequent to _____ there were, as of the date of the most recent available statement of assets and liabilities of the Fund and as of a specified date not more than five days prior to the date of such letter, was any changes change in the capital stock or long-term indebtedness any increase in debt of the Fund or Company or, at the date of the latest available balance sheet read by such accountants, there was any decrease in the net assets or stockholders' equity ’ equity, as compared with amounts shown on the latest balance sheets included in or incorporated by reference into the Prospectus; or (b) for the period from the closing date of the Fund latest income statement included in or that incorporated by reference into the Fund has incurred Prospectus to the closing date of the latest available income statement read by such accountants there were any long-term liabilitiesdecreases, in each case as compared with the amounts shown in corresponding period of the most recent previous year for the operations of the Company and with the period of corresponding length ended the date of the latest income statement of assets and liabilities included in the Registration Statement and or incorporated by reference into the Prospectus, in total revenues or net income. except in all cases set forth in one of the above clauses for changes changes, increases or decreases which the Registration Statement and the Prospectus disclose discloses have occurred or may occur or which are set forth described in such letter. The ; (4) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial information contained in the Registration Statements (in each case to the extent that such dollar amounts, percentages and other financial information are derived from the general accounting records of the Company subject to the internal controls of the Company’s accounting system, a reading of such general accounting records and other procedures specified in such letter from Arthur Andersen LLP shall cover and have found such additional matters dollar amounts, percentages and other financial information to be in agreement with such results, except as txx Xxxlxx Xxxxxer may reasonably requestotherwise specified in such letter.

Accountants’ Letter. At On the time this Agreement is executed and at the Closing Date, the Dealer Manager Effective Date you shall have received from PricewaterhouseCoopers LLP a letter from Arthur Andersen LLPletter, independent public accountants for the Xxxx, dxxxx xx of the date of this Agreement and as of the Closing Date, addressed to the Dealer Manager and in form and substance satisfactory to you in all respects (including the Dealer Managernonmaterial nature of the changes and decreases, if any, referred to the effect in clause (iii) herein), advising that: : (i) they are, are independent certified public accountants as required by the Securities Act and during the periods covered by Regulations and the answer to Item 27 of the Registration Statement does not require any statement relating to them; (ii) it is their reports included in opinion that the financial statements and supporting schedules filed as part of the Registration Statement and Prospectus they were, independent certified public accountants with respect to the Fund within the meaning of the Act; (ii) in their opinion, the statement of assets and liabilities examined by them and those included in the Registration Statement Prospectus, and covered by their opinions therein, comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Company Act; Regulations relating to financial statements in the registration statement on Form S-11; (iii) based on the basis limited review set forth in detail in such letter, nothing came to their attention that caused them to believe that during the period from the date of the balance sheet of the Company contained in the Prospectus to a specified date not more than five (5) days prior to the date on which the Registration Statement initially becomes effective, there was any change in the stockholder's equity, liabilities or net assets of the Company as compared with the amounts shown in such balance sheet other than as such change may have been contemplated by or set forth in the Registration Statement or Prospectus; (iv) based on procedures (but not an examination made in accordance with generally accepted auditing standards) consisting of a reading of the latest available statement of assets percentages and liabilities of dollar amounts and related text set forth in the Fund Prospectus and the Registration Statement under the captions "Prior Offerings by Affiliates" and "Prior Performance Tables" (with including Table VI included as an indication of exhibit to the date of the latest available statement of assets and liabilitiesRegistration Statement), a reading of and all dollar amounts in the minutes of meetings and consents of the shareholders and board of directors of the Fund and the committees thereof subsequent to _____related notes referenced therein, inquiries inquiry of officers and other employees of the Fund who corporate general partner of Corporate Property Associates, Corporate Property Associates 2, Corporate Property Associates 3, Corporate Property Associates 4, a California limited partnership, Corporate Property Associates 5, Corporate Property Associates 6 - a California limited partnership, Corporate Property Associates 7 - a California limited partnership, Corporate Property Associates 8, L.P., and Corporate Property Associates 9, L.P., (collectively the "CPA(R) Partnerships") and the officers and other employees of Corporate Property Associates 10 Incorporated, Carey Institutional Properties Incorporated, Corporate Property Associates 12 Incorporated, Corporate Property Associates 14, Incorporated and Corporate Property Associates 15 Incorporated (collectively the "CPA(R) REITs"), and counsel for the CPA(R) Partnerships and the CPA(R) REITs, they have responsibility for found such percentages and dollar amounts to be in agreement with the respective relevant accounting and financial and accounting matters records of the Fund CPA(R) Partnerships and its subsidiaries with respect to transactions CPA(R) REITs; and (v) they have conducted such other procedures as may be mutually agreed by the Company, Selected Dealers and events subsequent to _____, and other specified procedures and inquiries to a date not more than five days prior to the date of such letter, nothing has come to their attention that would cause them to believe that: (A) the statement of assets and liabilities of the Fund does not comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Act or that such statement of assets and liabilities is not fairly presented in conformity with generally accepted accounting principles (except to the extent certain footnote disclosures have been omitted in accordance with applicable rules of the Commission); and (B) with respect to the period subsequent to _____ there were, as of the date of the most recent available statement of assets and liabilities of the Fund and as of a specified date not more than five days prior to the date of such letter, any changes in the capital stock or long-term indebtedness of the Fund or decrease in the net assets or stockholders' equity of the Fund or that the Fund has incurred any long-term liabilities, in each case as compared with the amounts shown in the most recent statement of assets and liabilities included in the Registration Statement and the Prospectus, except for changes or decreases which the Registration Statement and the Prospectus disclose have occurred or may occur or which are set forth in such letter. The letter from Arthur Andersen LLP shall cover such additional matters as txx Xxxlxx Xxxxxer may reasonably requestSelected Investment Advisors.

Accountants’ Letter. At the time this Agreement is executed and at the Closing Date, the Dealer Manager The Representative shall have received a letter addressed to it and dated the date of the Agreement and the Closing Date, respectively, from Arthur Andersen LLPErnst & Young, LLP independent public accountants for the XxxxCompany, dxxxx xx of the date of this Agreement and as of the Closing Date, addressed to the Dealer Manager and in form and substance satisfactory to the Dealer Manager, to the effect that: stating that (i) they are, and during the periods covered by their reports included in the Registration Statement and Prospectus they were, independent certified public accountants with respect to the Fund Company they are independent public accountants within the meaning of the ActAct and the applicable published Rules and Regulations thereunder and the answer to Item of the Registration Statement is correct insofar as it relates to them; (ii) in their opinion, the statement of assets and liabilities financial statements examined by them of the Company at all dates and for all periods referred to in their opinion and included in the Registration Statement and Prospectus, comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Actpublished Rules and Regulations thereunder with respect to registration statements on Form SB-2; (iii) on the basis of certain indicated procedures (but not an examination made in accordance with generally accepted auditing standards) consisting accounting principles), including examinations of debt instruments, if any, of the Company set forth under "Capitalization" in the Prospectus, inquiries of the officers of the Company or other persons responsible for its financial and accounting matters regarding the specific items for which representations are requested below and a reading of the latest available statement of assets and liabilities minute books of the Fund (with an indication of the date of the latest available statement of assets and liabilities), a reading of the minutes of meetings and consents of the shareholders and board of directors of the Fund and the committees thereof subsequent to _____, inquiries of officers and other employees of the Fund who have responsibility for financial and accounting matters of the Fund and its subsidiaries with respect to transactions and events subsequent to _____, and other specified procedures and inquiries to a date not more than five days prior to the date of such letterCompany, nothing has come to their attention that which would cause them to believe that: (A) the statement of assets and liabilities of the Fund does not comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Act or that such statement of assets and liabilities is not fairly presented in conformity with generally accepted accounting principles (except to the extent certain footnote disclosures have been omitted in accordance with applicable rules of the Commission); and (B) with respect to during the period subsequent from the last audited balance sheet included in the Registration Statement to _____ there were, as of the date of the most recent available statement of assets and liabilities of the Fund and as of a specified date not more than five days prior to the date of such letter, letter there has been any changes change in the capital stock or long-term indebtedness other securities of the Fund Company or decrease any payment or declaration of any dividend or other distribution in the net assets respect thereof or stockholders' equity of the Fund exchange therefor from that shown or that the Fund has incurred any long-term liabilities, in each case as compared with the amounts shown in the most recent statement of assets and liabilities included contemplated under "Capitalization" in the Registration Statement and the Prospectus, except for changes or decreases which Prospectus other than as set forth in or contemplated by the Registration Statement and the Prospectus disclose have occurred or may occur or which are set forth in such letter. The letter from Arthur Andersen LLP shall cover such additional matters as txx Xxxlxx Xxxxxer may reasonably requestProspectus.

Accountants’ Letter. At The Representative shall have received letters addressed to it dated the time this Agreement is executed and at Effective Date, the Closing Date and, if applicable, the Over-Allotment Closing Date, respectively, and a draft of such letter at least five days prior to the Dealer Manager shall have received a letter Effective Date, the Closing Date and, if applicable, the Over-Allotment Closing Date, from Arthur Andersen LLPPritchett, Siler, Hardy, P.C., independent public accountants for the XxxxCompany, dxxxx xx of the date of this Agreement and as of the Closing Date, addressed to the Dealer Manager and in form and substance satisfactory to the Dealer Manager, to the effect that: stating that (i) they are, and during the periods covered by their reports included in the Registration Statement and Prospectus they were, independent certified public accountants with respect to the Fund Company they are independent public accountants within the meaning of the ActAct and the applicable published Rules and Regulations thereunder and the response to Item 509 of Regulation S-B as reflected by the Registration Statement is correct insofar as it relates to them; (ii) in their opinion, the statement of assets and liabilities financial statements examined by them of the Company at all dates and for all periods referred to in their opinion and included in the Registration Statement and Prospectus, comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Actpublished Rules and Regulations thereunder with respect to registration statements on Form SB-1; (iii) on the basis of certain indicated procedures (but not an examination made in accordance with generally accepted auditing standards) consisting of accounting principles), including a reading of the latest available statement of assets and liabilities interim unaudited financial statements of the Fund (with an indication Company, whether or not appearing in the Prospectus, inquiries of the date officers of the latest available statement of assets Company or other persons responsible for its financial and liabilities), accounting matters regarding the specific items for which representations are requested below and a reading of the minutes of meetings and consents minute books of the shareholders and board of directors of the Fund and the committees thereof subsequent to _____, inquiries of officers and other employees of the Fund who have responsibility for financial and accounting matters of the Fund and its subsidiaries with respect to transactions and events subsequent to _____, and other specified procedures and inquiries to a date not more than five days prior to the date of such letterCompany, nothing has come to their attention that which would cause them to believe that: (A) the statement of assets and liabilities of the Fund does not comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Act or that such statement of assets and liabilities is not fairly presented in conformity with generally accepted accounting principles (except to the extent certain footnote disclosures have been omitted in accordance with applicable rules of the Commission); and (B) with respect to during the period subsequent from the last audited balance sheet included in the Registration Statement to _____ there were, as of the date of the most recent available statement of assets and liabilities of the Fund and as of a specified date not more than five days prior to the date of such letter, letter (a) there has been any changes change in the capital stock or long-term indebtedness other securities of the Fund Company or decrease any payment or declaration of any dividend or other distribution in respect thereof or exchange therefor other than as set forth in or contemplated by the Registration Statement or Prospectus; (b) there have been any material decreases in net current assets or net assets or stockholders' equity of the Fund or that the Fund has incurred any long-term liabilities, in each case as compared with the amounts shown in the most recent statement last audited balance sheet included in the Prospectus so as to make said financial statements misleading other than as set forth in or contemplated by the Registration Statement or Prospectus; and (c) on the basis of assets the indicated procedures and liabilities included discussions referred to in clause (iii) above, nothing has come to their attention which, in their judgment, would cause them to believe or indicate that (1) the unaudited financial statements and schedules set forth in the Registration Statement and Prospectus do not present fairly the Prospectusfinancial position and results of the Company, except for changes or decreases which the periods indicated, in conformity with the generally accepted accounting principles applied on a consistent basis with the audited financial statements, and (2) the dollar amounts, percentages and other financial information set forth in the Registration Statement and Prospectus under the Prospectus disclose have occurred captions "Summary", "Risk Factors", and "Dilution", are not in agreement with the Company's general ledger, financial records or may occur or which are set forth in such letter. The letter from Arthur Andersen LLP shall cover such additional matters as txx Xxxlxx Xxxxxer may reasonably requestcomputations made by the Company therefrom.

Accountants’ Letter. At The Underwriter shall have received at the time this Agreement is executed and at the on each Closing Date, signed letters from KPMG LLP addressed to the Dealer Manager shall have received a letter from Arthur Andersen LLPUnderwriter and dated, independent public accountants for the Xxxxrespectively, dxxxx xx of the date of this Agreement and as of the each Closing Date, addressed to the Dealer Manager and in form and substance scope reasonably satisfactory to the Dealer ManagerUnderwriter, with reproduced copies or signed counterparts thereof for the Underwriter confirming that they are independent accountants within the meaning of the Act and the Regulations, that the response to Item 10 of the Registration Statement is correct in so far as it relates to them and stating in effect that: : (i) they are, in their opinion the audited financial statements and during the periods covered financial statement schedules included or incorporated by their reports included reference in the Registration Statement and the Prospectus they were, independent certified public accountants with respect to the Fund within the meaning of the Act; (ii) in their opinion, the statement of assets and liabilities examined reported on by them and included in the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the Act, the Exchange Act and the Company Act; rules and regulations; (iiiii) on the basis of procedures (but not an examination made in accordance with generally accepted auditing standards) consisting of a reading of the latest available statement of assets amounts included in the Registration Statement and liabilities of the Fund (with an indication of the date of the latest available statement of assets and liabilities)Prospectus, a reading of the minutes of the meetings and consents of the shareholders and board of directors of the Fund Company, and the committees thereof subsequent to _____, inquiries of officers and other employees certain officials of the Fund Company who have responsibility for financial and accounting matters of the Fund and its subsidiaries with respect Company as to transactions and events subsequent to _____, and other specified procedures and inquiries to a date not more than five days prior to the date of such letter, nothing has come to their attention that would cause them to believe that: (A) the statement of assets and liabilities of the Fund does not comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Act or that such statement of assets and liabilities is not fairly presented in conformity with generally accepted accounting principles (except to the extent certain footnote disclosures have been omitted in accordance with applicable rules of the Commission); and (B) with respect to the period subsequent to _____ there were, as of the date of the most recent available statement of assets and liabilities of the Fund and latest audited financial statements, except as of a specified date not more than five days prior to the date of such letter, any changes in the capital stock or long-term indebtedness of the Fund or decrease in the net assets or stockholders' equity of the Fund or that the Fund has incurred any long-term liabilities, in each case as compared with the amounts shown in the most recent statement of assets and liabilities included disclosed in the Registration Statement and the Prospectus, except for changes nothing came to their attention which caused them to believe that: (A) the amounts included or decreases which incorporated by reference in the Registration Statement and the Prospectus disclose do not agree with the corresponding amounts in the audited financial statements from which such amounts were derived; or (B) with respect to the Company, there were, at a specified date not more than five business days prior to the date of the letter, any decreases in net sales, income before income taxes and net income or any increases in long-term debt of the Company or any decreases in the capital stock, working capital or the shareholders' equity in the Company, as compared with the amounts shown on the Company's audited Balance Sheet for the fiscal year ended December 31, 2002 included in the Registration Statement or the audited Statement of Operations, for such year; (iii) they have occurred performed certain other procedures as a result of which they determined that information of an accounting, financial or may occur statistical nature (which is limited to accounting, financial or which are statistical information derived from the general accounting records of the Company) set forth in the Registration Statement and the Prospectus and reasonably specified by the Agent agrees with the accounting records of the Company; and (iv) as to such letter. The letter from Arthur Andersen LLP shall cover such additional other matters as txx Xxxlxx Xxxxxer may the Underwriter shall reasonably request.

Accountants’ Letter. At the time this Agreement is executed and at the Closing Date, the Dealer Manager The Representative shall have received a letter addressed to the Representative and dated the Closing Date from Arthur Andersen Ernst & Young LLP, independent public accountants for the XxxxCompany, dxxxx xx stating that with respect to the Company they are independent public accountants within the meaning of the date of this Agreement Act and as the applicable published Rules and Regulations thereunder; in their opinion, the financial statements audited by them of the Closing Date, addressed Company at all dates and for all periods referred to the Dealer Manager in their opinion and in form and substance satisfactory to the Dealer Manager, to the effect that: (i) they are, and during the periods covered by their reports included in the Registration Statement and Prospectus they wereProspectus, independent certified public accountants with respect to the Fund within the meaning of the Act; (ii) in their opinion, the statement of assets and liabilities examined by them and included in the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Actpublished Rules and Regulations thereunder with respect to registration statements on Form SB-2; (iii) on the basis of certain indicated procedures (but not an examination made audit in accordance with generally accepted auditing standards) consisting accounting principles), including reading of the instruments of the Company set forth in the Prospectus, a reading of the latest available statement of assets and liabilities interim unaudited financial statements of the Fund (with an indication Company, whether or not appearing in the Prospectus, inquiries of the date officers of the latest available statement of assets Company or other persons responsible for its financial and liabilities), accounting matters regarding the specific items for which representations are requested below and a reading of the minutes of meetings and consents minute book of the shareholders and board of directors of Company, nothing has come to their attention, except as disclosed in their letter, which would cause them to believe that during the Fund and period from the committees thereof subsequent to _____, inquiries of officers and other employees of last audited balance sheet included in the Fund who have responsibility for financial and accounting matters of the Fund and its subsidiaries with respect to transactions and events subsequent to _____, and other specified procedures and inquiries Registration Statement to a specified date not more than five two days prior to the date of such letter: (i) there has been any material change in the financial position of the Company other than as contemplated by disclosures contained in the Prospectus; (ii) there has been any material change in the capital stock or surplus accounts of the Company or any payment or declaration of any dividend or other distribution in respect thereof or exchange therefor or in the debt of the Company from that shown in the Company's last audited balance sheet included in the Prospectus, nothing has come to their attention that would cause them to believe that: other than as contemplated by disclosures contained in the Prospectus; (Aiii) there have been any material decreases in working capital or net worth as compared with amounts shown in the Company's last audited balance sheet included in the Prospectus other than as contemplated by disclosures contained in the Prospectus; (iv) there have been any material decreases, as compared with amounts shown in the Company's last audited balance sheet included in the Prospectus, in the cash balances other than as contemplated by disclosures contained in the Prospectus; (v) the statement financial statements and schedules set forth in the Registration Statement and Prospectus do not present fairly the financial position and results of assets and liabilities operations of the Fund does not comply as to form in all material respects with Company for the applicable accounting requirements of the Act and the Company Act or that such statement of assets and liabilities is not fairly presented periods indicated in conformity with generally accepted accounting principles (except to the extent certain footnote disclosures have been omitted applied on a consistent basis, and are not in accordance with applicable rules all material respects a fair presentation of the Commission)information purported to be shown; and (vi) the dollar amounts, percentages and (B) with respect to the period subsequent to _____ there were, as of the date of the most recent available statement of assets and liabilities of the Fund and as of a specified date not more than five days prior to the date of such letter, any changes in the capital stock or long-term indebtedness of the Fund or decrease in the net assets or stockholders' equity of the Fund or that the Fund has incurred any long-term liabilities, in each case as compared with the amounts shown in the most recent statement of assets and liabilities included other financial information set forth in the Registration Statement and Prospectus under the Prospectuscaptions "Summary," "The Offering," "Selected Financial Information," "Risk Factors," "Use of Proceeds," "Capitalization," "Dilution," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "The Company," "Executive Compensation," and "Certain Relationships and Related Transactions" are not in agreement with the Company's general ledger, except for changes financial records or decreases which computations made by the Registration Statement and the Prospectus disclose have occurred or may occur or which are set forth in such letterCompany therefrom. The Such letter from Arthur Andersen LLP shall also cover such additional other matters incident to the transactions contemplated by this Agreement in form satisfactory to the Representative as txx Xxxlxx Xxxxxer may the Representative reasonably requestrequests.

Accountants’ Letter. At Subject to the time this Agreement requirements of Statement of Auditing Standards No. 72 of the American Institute of Certified Public Accountants, KPMG LLP, or such other accounting firm as is executed and at acceptable to Fulton, shall have furnished to Fulton an "agreed upon procedures" letter, dated the Closing Effective Date, the Dealer Manager shall have received a letter from Arthur Andersen LLP, independent public accountants for the Xxxx, dxxxx xx of the date of this Agreement and as of the Closing Date, addressed to the Dealer Manager and in form and substance satisfactory to the Dealer Manager, Fulton to the effect that: : (i) they are, and during the periods covered by their reports included in the Registration Statement and Prospectus they were, independent certified public accountants with respect to the Fund within the meaning of the Act; (ii) in In their opinion, the statement consolidated financial statements of assets and liabilities Premier examined by them and included in the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the Company Actpublished rules and regulations thereunder; and (iiiii) on On the basis of procedures (but limited procedures, not constituting an examination made in accordance with generally accepted auditing standards) consisting audit, including a limited review of the unaudited financial statements referred to below, a reading limited review of the latest available statement unaudited consolidated interim financial statements of assets and liabilities Premier , inspection of the Fund (with an indication minute books of the date of the latest available statement of assets and liabilities), a reading of the minutes of meetings and consents of the shareholders and board of directors of the Fund Premier and the committees thereof subsequent to _____Premier Subsidiaries since December 31, 2001, inquiries of officers officials of Premier and other employees of the Fund who have responsibility Premier Subsidiaries responsible for financial and accounting matters of the Fund and its subsidiaries with respect to transactions such other inquiries and events subsequent to _____, and other procedures as may be specified procedures and inquiries to a date not more than five days prior to the date of in such letter, nothing has come came to their attention that would cause caused them to believe that: : (A) any unaudited Consolidated Balance Sheets, Consolidated Statements of Income, Consolidated Statements of Shareholders' Equity and Consolidated Statements of Cash Flows of Premier included in the statement of assets and liabilities of the Fund does Registration Statement are not comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Act or that such statement of assets and liabilities is not fairly presented in conformity with generally accepted accounting principles (except to the extent certain footnote disclosures have been omitted in accordance applied on a basis substantially consistent with applicable rules that of the Commission); and audited financial statements covered by their report included in the Registration Statement; (B) with respect to the period subsequent to _____ there were, as of the date of the most recent available statement of assets and liabilities of the Fund and as of a specified date not more than five days prior to the date of delivery of such letter, there have been any changes in the capital stock or long-term indebtedness of the Fund or decrease in the net assets or stockholdersconsolidated shareholders' equity of the Fund or that the Fund has incurred any long-term liabilities, in each case Premier as compared with the amounts shown in the most recent statement balance sheet as of assets and liabilities December 31, 2002 included in the Registration Statement and the ProspectusStatement, except in each case for changes such changes, increases or decreases which the Registration Statement and the Prospectus disclose discloses have occurred or may occur and except for such changes, decreases or increases as aforesaid which are set forth immaterial; and (C) for the period from January 1, 2003 to such specified date, there were any decreases in the consolidated total net interest income, consolidated net interest income after provision for loan losses, consolidated other income, consolidated net income or net income per share amounts of Premier as compared with the comparable period of the preceding year, except in each case for decreases which the Registration Statement discloses have occurred or may occur, and except for such letter. The letter from Arthur Andersen LLP shall cover such additional matters as txx Xxxlxx Xxxxxer may reasonably requestdecreases which are immaterial.

Accountants’ Letter. At the time this Agreement is executed and at the Closing Date, the Dealer Manager The Representative shall have received a letter addressed to the Representative and dated the Closing Date from Arthur Andersen LLPGrant Thornton, independent public accountants for the XxxxCompany, dxxxx xx stating xxxx xxxx xxxpect to the Company they are independent public accountants within the meaning of the date of this Agreement Act and as the applicable published Rules and Regulations thereunder; in their opinion, the financial statements audited by them of the Closing Date, addressed Company at all dates and for all periods referred to the Dealer Manager in their opinion and in form and substance satisfactory to the Dealer Manager, to the effect that: (i) they are, and during the periods covered by their reports included in the Registration Statement and Prospectus they wereProspectus, independent certified public accountants with respect to the Fund within the meaning of the Act; (ii) in their opinion, the statement of assets and liabilities examined by them and included in the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Actpublished Rules and Regulations thereunder with respect to registration statements on Form SB-2; (iii) on the basis of certain indicated procedures (but not an examination made audit in accordance with generally accepted auditing standards) consisting accounting principles), including reading of the instruments of the Company set forth in the Prospectus, a reading of the latest available statement of assets and liabilities interim unaudited financial statements of the Fund (with an indication Company, whether or not appearing in the Prospectus, inquiries of the date officers of the latest available statement of assets Company or other persons responsible for its financial and liabilities), accounting matters regarding the specific items for which representations are requested below and a reading of the minutes of meetings and consents minute book of the shareholders and board of directors of Company, nothing has come to their attention, except as disclosed in their letter, which would cause them to believe that during the Fund and period from the committees thereof subsequent to _____, inquiries of officers and other employees of last audited balance sheet included in the Fund who have responsibility for financial and accounting matters of the Fund and its subsidiaries with respect to transactions and events subsequent to _____, and other specified procedures and inquiries Registration Statement to a specified date not more than five two days prior to the date of such letter, nothing : (i) there has come to their attention that would cause them to believe that: (A) been any material change in the statement of assets and liabilities financial position of the Fund does not comply Company other than as to form contemplated by disclosures contained in all the Prospectus; (ii) there has been any material respects with the applicable accounting requirements of the Act and the Company Act or that such statement of assets and liabilities is not fairly presented in conformity with generally accepted accounting principles (except to the extent certain footnote disclosures have been omitted in accordance with applicable rules of the Commission); and (B) with respect to the period subsequent to _____ there were, as of the date of the most recent available statement of assets and liabilities of the Fund and as of a specified date not more than five days prior to the date of such letter, any changes change in the capital stock or long-term indebtedness surplus accounts of the Fund Company or decrease any payment or declaration of any dividend or other distribution in respect thereof or exchange therefor or in the net assets or stockholders' equity debt of the Fund Company from that shown in the Company's last audited balance sheet included in the Prospectus, other than as contemplated by disclosures contained in the Prospectus; (iii) there have been any material decreases in working capital or that the Fund has incurred any long-term liabilities, in each case net worth as compared with the amounts shown in the most recent statement of assets Company's last audited balance sheet included in the Prospectus other than as contemplated by disclosures contained in the Prospectus; and (iv) the dollar amounts, percentages and liabilities included other financial information set forth in the Registration Statement and Prospectus under the Prospectuscaptions "Prospectus Summary," "Risk Factors," "Capitalization," "Dilution," "Use of Proceeds," "Selected Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Business," and "Certain Relationships and Transactions" are not in agreement with the Company's general ledger, except for changes financial records or decreases which computations made by the Registration Statement and the Prospectus disclose have occurred or may occur or which are set forth in such letterCompany therefrom. The Such letter from Arthur Andersen LLP shall also cover such additional other matters incident to the transactions contemplated by this Agreement in form satisfactory to the Representative as txx Xxxlxx Xxxxxer may the Representative reasonably requestrequests.

Accountants’ Letter. At the time this Agreement is executed and at the Closing Date, the Dealer Manager shall have received a letter from Arthur Andersen LLP, independent public accountants for the Xxxx, dxxxx xx of the date of this Agreement and as of the Closing DateA letter, addressed to the Dealer Manager and in form and substance satisfactory to the Dealer ManagerTrustee, of a firm of Independent Accountants of recognized national reputation to the effect that: : (i) they are, and during have performed the periods covered by their reports included in the Registration Statement and Prospectus they were, independent certified public accountants with respect to the Fund within the meaning of the Act; (ii) in their opinion, the statement of assets and liabilities examined by them and included in the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Act; (iii) on the basis of following procedures (but which need not constitute an examination made in accordance with generally accepted auditing standards) consisting of a reading of the latest available statement of assets and liabilities of the Fund (with an indication of the date of the latest available statement of assets and liabilities), a reading of the minutes of meetings and consents of the shareholders and board of directors of the Fund and the committees thereof subsequent to _____, inquiries of officers and other employees of the Fund who have responsibility for financial and accounting matters of the Fund and its subsidiaries with respect to transactions and events subsequent to _____, and other specified procedures and inquiries to a date not more than five days prior to the date of such letter, nothing has come to their attention that would cause them to believe that: ): (A) they have read Schedule I to this Agreement, and in the statement case of assets Mortgage Certificates listed thereon, have examined each such Mortgage Certificate, and liabilities of have compared the Fund does not comply as to form pool number, original principal amount, Maturity Date and coupon rate set forth in all material respects with the applicable accounting requirements of the Act and the Company Act or that each such statement of assets and liabilities is not fairly presented in conformity with generally accepted accounting principles (except Mortgage Certificate, to the extent certain footnote disclosures have been omitted corresponding item in accordance with applicable rules of the Commission); and such Schedule I; (B) with respect to they have computed the period subsequent to _____ there were, principal balance of each Mortgage Certificate as of the date as of which such balance is set forth in such Schedule I, using a pool balance and factor reference source (specified in such letter), or, in the event that no such pool balance and factor reference source is available, on the basis of information supplied by the Servicer of such Mortgage Certificate; (C) they have compared the principal balance computed by them for each such Mortgage Certificate as described in paragraph (B) above to the principal balance thereof shown on such Schedule I; (D) they have read Schedule I to this Agreement, and, in the case of the most recent available statement of assets and liabilities Mortgage Loans listed thereon, have verified the accuracy of the Fund information contained in Schedule I with respect to such Mortgage Loans by comparing such information to data contained in selected mortgage files and by reference to such other sources as shall be specified in such letter; (E) they have compared the outstanding principal balance of each Mortgage Loan as of a specified date not more than five days prior to the date as of which such letter, any changes in the capital stock or long-term indebtedness of the Fund or decrease in the net assets or stockholders' equity of the Fund or that the Fund has incurred any long-term liabilities, in each case as compared with the amounts shown in the most recent statement of assets and liabilities included in the Registration Statement and the Prospectus, except for changes or decreases which the Registration Statement and the Prospectus disclose have occurred or may occur or which balances are set forth in such Schedule I, information supplied by the Servicer of such Mortgage Loan; (F) they have examined each other asset, if any, included in the Trust Fund and have compared (to the extent applicable) the principal amount, interest rate and maturity date thereof and other information with respect thereto to the information with respect to such asset set forth in Article I; (G) using the formula and methodology specified in the applicable definition of "Asset Value" in Article I of this Agreement, and the assumptions set forth in Section 2.02 hereof, they have calculated the aggregate of the Asset Values for all of the Mortgage Assets and have compared the total of the Asset Values for the Trust Fund calculated by the Depositor to the aggregate of the Asset Values calculated by them to the Aggregate Initial Stated Principal Balance of the Certificates proposed to be authenticated and delivered; (H) in accordance with the provisions of Section 2.02 hereof, they have computed the amount of cash that will be deposited in the Certificate Account during each Due Period (or on or prior to the Distribution Date immediately following the end of each such Due Period) as a result of: (1) the distributions due and payable on such Mortgage Assets during each such Due Period; (2) the amount, if any, to be deposited in the Certificate Account on the Delivery Date pursuant to Section 1.03(9) hereof; (3) the amounts, if any, of the GPM Shortfalls or GPM Prepayment Shortfalls available to be withdrawn from the GPM Fund and deposited in the Certificate Account on or prior to the Distribution Date immediately following the end of each such Due Period pursuant to Section 7.01 hereof; (4) the amounts, if any, of the Buy-Down Shortfalls available to be withdrawn from the Buy-Down Fund and deposited in the Certificate Account on or prior to the Distribution Date immediately following the end of each such Due Period pursuant to Section 7.08 hereof; and (5) all other amounts available for such purpose and required hereby or by Article I to be deposited in the Certificate Account on or prior to the Payment Date immediately following the end of each such Due Period; (A) in accordance with Section 2.02 hereof, they have computed the income that can be earned and deposited in the Certificate Account in each Due Period through the reinvestment of each of the amounts described in paragraph (viii) above; (B) if applicable, they have computed the scheduled reductions in Asset Value, if any, for each month for each Due Period and the amount required to be deposited by the Depositor on the Closing Date in the GPM Fund and Buy-Down Fund pursuant to Sections 1.03(j) and 1.03(i) hereof, respectively; (C) they have computed the Requisite Amount of the Reserve (to the extent each such amount is applicable to such Certificates) and the amounts, if any, required to be deposited by the Depositor on the Closing Date in the Reserve Fund in respect of such amount pursuant to Section 1.03(k); and (D) on the assumption that the aggregate of the amounts computed by them pursuant to paragraphs (3) through (5) above is the aggregate of the amounts that will actually be deposited in the Certificate Account in each Due Period and that such amounts are applied, in accordance with the terms hereof, to distributions of interest on and in reduction of the Aggregate Stated Principal Balance of the Multi-Class Certificates proposed to be authenticated and delivered, they have computed the amounts to be distributed with respect to interest on and in reduction of Aggregate Stated Principal Balance of the Multi-Class Certificates on each Distribution Date for such Certificates, using the Assumed Maximum Interest Rate (in the case of Certificates subject to Special Distributions, such calculations may be based upon the assumption that Special Distributions are made on any one or more Special Distribution Dates); and (ii) based upon the above-specified procedures, such firm has determined that: (A) the information set forth on Schedule I, which was read by them as described in paragraphs (i)(A) and (i)(D) above, accurately reflects the terms of each Mortgage Asset (subject, in the case of Mortgage Certificates, to the accuracy of the pool factors set forth in the reference source used by them, and, in the case of Mortgage Loans, the degree of certainty specified in such letter. The letter from Arthur Andersen LLP shall cover ) and the information with respect to any other assets included in the Trust Fund set forth in Article I which was read by them as described in paragraph (i)(F) above, accurately reflects the terms of such additional matters assets; (B) the aggregate of the Asset Values for the Trust Fund calculated by the Depositor does not exceed the aggregate of the Asset Values for the Trust Fund calculated by them in accordance with the terms of this Agreement and the aggregate of the Asset Values calculated by them for the Trust Fund is not less than the Aggregate Initial Stated Principal Balance of the Certificates proposed to be authenticated and delivered; (C) the Depositor's calculations of the aggregate of the amounts described in clauses (i)(H) and (i)(I) above and of each amount described in clauses (i)(J) through (i)(L) above agree with the results of their calculations of such amounts and are mathematically correct; (D) for each Due Period, the aggregate of the amounts described in clauses (i)(H), (i)(I), (i)(J) and (i)(K) above as txx Xxxlxx Xxxxxer may reasonably requestcalculated by the Depositor and as computed by them equals or exceeds the aggregate amount distributable with respect to interest on and in reduction of Aggregate Outstanding Stated Principal Balance of the Multi-Class Certificates on the following Distribution Date (and, if applicable, on each Special Distribution Date within such Due Period), as set forth in the Depositor's calculations of the amounts described in clause (i)(L) above and in their calculations of such amounts; and (E) the Depositor's calculations of the amounts described in clause (i)(L) above indicate that the aggregate of such anticipated distributions in reduction of Aggregate Outstanding Stated Principal Balance of each Class of such Multi-Class Certificates distributable on each Distribution Date (and, if applicable, on any Special Distribution Date) is an amount sufficient to reduce the Aggregate Outstanding Stated Principal Balance of each such Class to zero on or before the Final Scheduled Distribution Date.

Accountants’ Letter. At (a) The Company shall engage the time this Agreement is executed Company's independent auditors to perform certain agreed upon procedures and at report thereon in accordance with the Closing Dateprovisions of Statement on Auditing Standards No. 71 with respect to the Company's quarterly financial information and, upon issuance of such reports, the Dealer Manager Company will provide copies thereof to the Investor (each, a "Quarterly Review Report"). A copy of each Quarterly Review Report shall be delivered to the Investor within five (5) Trading Days of the filing with the SEC of each of the Company's Quarterly Reports on Form 10-Q. (b) The Company shall engage its independent auditors to perform certain agreed upon procedures and report thereon as shall have received a letter from Arthur Andersen LLP, independent public accountants for been reasonably requested by the Xxxx, dxxxx xx of the date of this Agreement and as of the Closing Date, addressed Investor with respect to the Dealer Manager and in form and substance satisfactory to the Dealer Manager, to the effect that: (i) they are, and during the periods covered by their reports included certain financial information contained in the Registration Statement and Prospectus they wereshall have delivered to the Investor, within five (5) Trading Days of the effective date of the Registration Statement, a copy of such report addressed to the Company. (c) In the event that no Quarterly Review Report shall have been delivered by the Company's independent certified public accountants auditors to the Company for more than ninety (90) days since the reporting date to which the previously delivered report relates or (y) the Investor shall have requested delivery of such a report to the Company pursuant to Section 3.3, the Company shall engage its independent auditors to perform certain agreed upon procedures and report thereon as shall have been reasonably requested by the Investor with respect to the Fund within the meaning certain financial information of the Act; (ii) in their opinion, the statement of assets and liabilities examined by them and included in the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the Act Company and the Company Act; (iii) on the basis of procedures (but not an examination made in accordance with generally accepted auditing standards) consisting of a reading of the latest available statement of assets and liabilities of the Fund (with an indication of the date of the latest available statement of assets and liabilities), a reading of the minutes of meetings and consents of the shareholders and board of directors of the Fund and the committees thereof subsequent to _____, inquiries of officers and other employees of the Fund who have responsibility for financial and accounting matters of the Fund and its subsidiaries with respect to transactions and events subsequent to _____, and other specified procedures and inquiries to a date not more than five days prior shall deliver to the date Investor a copy of such letterreport. In the event that the report required by this Section 3.2(i) cannot be delivered by the Company's independent auditors, nothing has come to their attention that would cause them to believe that: (A) the statement of assets and liabilities of the Fund does not comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Act or that such statement of assets and liabilities is not fairly presented in conformity with generally accepted accounting principles (except to the extent certain footnote disclosures have been omitted in accordance with applicable rules of the Commission); and (B) with respect to the period subsequent to _____ there wereshall, as of the date of the most recent available statement of assets and liabilities of the Fund and as of a specified date not more than five days prior to the date of such letterif necessary, any changes in the capital stock or long-term indebtedness of the Fund or decrease in the net assets or stockholders' equity of the Fund or that the Fund has incurred any long-term liabilities, in each case as compared with the amounts shown in the most recent statement of assets and liabilities included in promptly revise the Registration Statement and shall not deliver an Optional Purchase Notice or a Mandatory Purchase Notice or, if an Optional Purchase Notice or Mandatory Purchase Notice shall have been delivered in good faith without knowledge by the ProspectusCompany that a report of its independent auditors can not be delivered as required, except postpone such Closing Date for changes a period of up to five (5) Trading Days until such a report is delivered (or decreases which such Closing shall otherwise be canceled). In the Registration Statement event of such a postponement, the Purchase Price of the Common Stock to be issued at such Closing as determined pursuant to Section 2.2 shall be the lower of such Purchase Price as calculated as of the originally scheduled Closing Date and as of the Prospectus disclose have occurred or may occur or which are set forth in such letter. The letter from Arthur Andersen LLP shall cover such additional matters as txx Xxxlxx Xxxxxer may reasonably requestactual Closing Date.

Accountants’ Letter. At the time this Agreement is executed and at the Closing Date, the Dealer Manager The Representative shall have received a letter ------------------- addressed to the Representative and dated the Closing Date from Arthur Andersen KMPG Peat Marwick LLP, independent public accountants for the XxxxCompany, dxxxx xx stating that with respect to the Company they are independent public accountants within the meaning of the date of this Agreement Act and as of the Closing Dateapplicable published Rules and Regulations thereunder; in their opinion, addressed the Company's financial statements audited by them at all dates and for all periods referred to the Dealer Manager in their opinion and in form and substance satisfactory to the Dealer Manager, to the effect that: (i) they are, and during the periods covered by their reports included in the Registration Statement and Prospectus they wereProspectus, independent certified public accountants with respect to the Fund within the meaning of the Act; (ii) in their opinion, the statement of assets and liabilities examined by them and included in the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Actpublished Rules and Regulations thereunder with respect to registration statements on Form SB-2; (iii) on the basis of certain indicated procedures (but not an examination made audit in accordance with generally accepted auditing standards) consisting accounting principles), including reading of the instruments of the Company set forth in the Prospectus, a reading of the latest available statement of assets and liabilities interim unaudited financial statements of the Fund (with an indication Company, whether or not appearing in the Prospectus, inquiries of the date officers of the latest available statement of assets Company or other persons responsible for its financial and liabilities), accounting matters regarding the specific items for which representations are requested below and a reading of the minutes of meetings and consents minute book of the shareholders and board of directors of Company, nothing has come to their attention, except as disclosed in their letter, which would cause them to believe that during the Fund and period from the committees thereof subsequent to _____, inquiries of officers and other employees of last audited balance sheet included in the Fund who have responsibility for financial and accounting matters of the Fund and its subsidiaries with respect to transactions and events subsequent to _____, and other specified procedures and inquiries Registration Statement to a specified date not more than five two (2) days prior to the date of such letter: (i) there has been any material change in the financial position of the Company other than as contemplated by disclosures contained in the Prospectus; (ii) there has been any material change in the capital stock or surplus accounts of the Company or any payment or declaration of any dividend or other distribution in respect thereof or exchange therefor or in the debt of the Company from that shown in the Company's last audited balance sheet included in the Prospectus, nothing has come to their attention that would cause them to believe that: other than as contemplated by disclosures contained in the Prospectus; (Aiii) there have been any material decreases in working capital or net worth as compared with amounts shown in the Company's last audited balance sheet included in the Prospectus other than as contemplated by disclosures contained in the Prospectus; (iv) there have been any material decreases, as compared with amounts shown in the Company's last audited balance sheet included in the Prospectus, in the cash balances other than as contemplated by disclosures contained in the Prospectus; (v) the statement financial statements and schedules set forth in the Registration Statement and Prospectus do not present fairly the financial position and results of assets and liabilities operations of the Fund does not comply as to form in all material respects with Company for the applicable accounting requirements of the Act and the Company Act or that such statement of assets and liabilities is not fairly presented periods indicated in conformity with generally accepted accounting principles (except to the extent certain footnote disclosures have been omitted applied on a consistent basis, and are not in accordance with applicable rules all material respects a fair presentation of the Commission); and information purported to be shown; (Bvi) with respect to there is any material obligation or liability on the period subsequent to _____ there were, as part of the date Company or any of its Subsidiaries to fund the most recent available statement of assets Apollo and liabilities of Xxxxxxxx Pension Scheme not otherwise reflected in Company's audited consolidated financial statements for the Fund fiscal year ended December 31, 1997; and (vii) the dollar amounts, percentages and as of a specified date not more than five days prior to the date of such letter, any changes in the capital stock or long-term indebtedness of the Fund or decrease in the net assets or stockholders' equity of the Fund or that the Fund has incurred any long-term liabilities, in each case as compared with the amounts shown in the most recent statement of assets and liabilities included other financial information set forth in the Registration Statement and Prospectus under the Prospectuscaptions "Summary," "The Offering, except for changes "Summary Consolidated Financial Data," "Risk Factors," "Use of Proceeds," "Capitalization," "Dilution," "Selected Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Business," "Summary Compensation," and "Certain Transactions" are not in agreement with the Company's general ledger, financial records or decreases which computations made by the Registration Statement and the Prospectus disclose have occurred or may occur or which are set forth in such letterCompany therefrom. The Such letter from Arthur Andersen LLP ("Accountant's Letter") shall also cover such additional other matters incident to the transactions contemplated by this Agreement in form satisfactory to the Representative as txx Xxxlxx Xxxxxer may the Representative reasonably requestrequests.

Accountants’ Letter. At the time this Agreement is executed and at the Closing Date, the Dealer Manager The Representative shall have received a letter from Arthur Andersen LLP, independent public accountants for at the Xxxx, dxxxx xx time of the date execution of this Agreement and as Agreement, of KPMG LLP (“KPMG”) in the Closing Dateform approved by the Representative before the execution of this Agreement, addressed with respect to the Dealer Manager financial statements and certain financial information set forth in form and substance satisfactory to the Dealer Manager, to the effect that: (i) they are, and during the periods covered or incorporated by their reports included reference in the Registration Statement and Prospectus Prospectus, which shall include the following statements: (1) they were, are an independent certified registered public accountants with respect to the Fund accounting firm within the meaning of the Act; Act and the Securities Act Regulations; (ii2) in their opinion, opinion the statement of assets and liabilities financial statements examined by them and included in or incorporated by reference into the Registration Statement Statements comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Act; Securities Act Regulations; (iii3) they have performed the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in Statement of Auditing Standards No. 100, Interim Financial Information, on the unaudited financial statements included in or incorporated by reference into the Registration Statements (as hereinafter defined for the purposes of this Section 5.A); (4) on the basis of procedures the review referred to in clause (but not an examination made in accordance with generally accepted auditing standards3) consisting of above, a reading of the latest available statement of assets and liabilities interim financial statements of the Fund (with an indication of the date of the latest available statement of assets and liabilities), a reading of the minutes of meetings and consents of the shareholders and board of directors of the Fund and the committees thereof subsequent to _____Company, inquiries of officers and other employees officials of the Fund Company who have responsibility for financial and accounting matters of the Fund and its subsidiaries with respect to transactions and events subsequent to _____matters, and other specified procedures and inquiries to a date not more than five days prior to the date of such letterprocedures, nothing has come came to their attention that would cause caused them to believe that: : (Aa) the statement of assets and liabilities of unaudited financial statements included in or incorporated by reference into the Fund does Registration Statements do not comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Securities Act Regulations or that any material modifications should be made to such statement of assets and liabilities is not fairly presented unaudited financial statements for them to be in conformity with generally accepted accounting principles GAAP; (except to the extent certain footnote disclosures have been omitted in accordance with applicable rules of the Commission); and (Bb) with respect to the period subsequent to _____ there were, as of at the date of the most recent latest available statement of assets balance sheet read by such accountants, and liabilities of the Fund and as of at a subsequent specified date not more than five three business days prior to the date of such letterthis Agreement, there was any changes change in the capital stock or long-term indebtedness any increase in debt of the Fund or Company or, at the date of the latest available balance sheet read by such accountants, there was any decrease in the net assets or stockholders' equity ’ equity, as compared with amounts shown on the latest balance sheets included in or incorporated by reference into the Prospectus; or (c) for the period from the closing date of the Fund latest income statement included in or that incorporated by reference into the Fund has incurred Prospectus to the closing date of the latest available income statement read by such accountants there were any long-term liabilitiesdecreases, in each case as compared with the amounts shown in corresponding period of the most recent previous year for the operations of the Company and with the period of corresponding length ended the date of the latest income statement of assets and liabilities included in the Registration Statement and or incorporated by reference into the Prospectus, in total revenues or net income. except in all cases set forth in one of the above clauses for changes changes, increases or decreases which the Registration Statement and the Prospectus disclose discloses have occurred or may occur or which are set forth described in such letter. The ; (5) they have read the unaudited pro forma financial statements, if any, included in or incorporated by reference into the Registration Statements and inquired of certain officials of the Company who have responsibility for financial and accounting matters and proved the arithmetic accuracy of the application of the pro forma adjustments, and on the basis of the procedures, nothing came to their attention that caused them to believe that the pro forma financial statements included in or incorporated by reference into the Registration Statements do not comply as to form in all material respects with the applicable accounting requirements of the Act and the Securities Act Regulations or that the pro forma adjustments have not been properly applied; and (6) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial information contained in the Registration Statements (in each case to the extent that such dollar amounts, percentages and other financial information are derived from the general accounting records of the Company subject to the internal controls of the Company’s accounting system or are derived directly from such records by analysis or computation and to the extent that such dollar amounts, percentages and other financial information are derived from the general accounting records of any entity for which KPMG audited the statements of certain revenues and expenses), a reading of such general accounting records and other procedures specified in such letter from Arthur Andersen LLP shall cover and have found such additional matters dollar amounts, percentages and other financial information to be in agreement with such results, except as txx Xxxlxx Xxxxxer may reasonably requestotherwise specified in such letter.

Accountants’ Letter. At The Representative shall have received on the time this Agreement is executed date hereof and at on the Closing Date and the Option Closing Date, as the case may be, a signed letter from each of KPMG Peat Marwick, LLP, Deloitte & Touche LLP, and Ernst & Young, LLP, auditors for the Company, dated the date hereof, the Closing Date, and the Dealer Manager Option Closing Date, as the case may be, which shall have received confirm, on the basis of a review in accordance with the procedures set forth in the letter from Arthur Andersen LLP, signed by such firm and dated and delivered to the Representative on the date noted above the following matters: (i) They are independent public accountants for with respect to the Xxxx, dxxxx xx Company within the meaning of the date of this Agreement Act and as of the Closing Date, addressed to the Dealer Manager applicable Rules and in form Regulations. (ii) The financial statements and substance satisfactory to the Dealer Manager, to the effect that: (i) they are, and during the periods covered by their reports schedules included in the Registration Statement and Prospectus they were, independent certified public accountants with respect to the Fund within the meaning of the Act; (ii) in or incorporated by reference therein and covered by their opinion, the statement of assets and liabilities examined by them and included in the Registration Statement reports therein set forth comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Act; applicable Rules and Regulations. (iii) on On the basis of procedures (but not an examination made in accordance with generally accepted auditing standards) consisting of a reading of the latest available statement of assets and liabilities of the Fund (with an indication of the date of the latest available statement of assets and liabilities), a reading of the minutes of meetings and consents of the shareholders stockholders and board Board of directors Directors of the Fund Company and the committees thereof of such board subsequent to __________, as set forth in the minute books of the Company, inquiries of officers and other employees of the Fund Company who have responsibility responsibilities for financial and accounting matters of the Fund and its subsidiaries with respect to transactions and events subsequent to __________, and such other specified procedures and inquiries inquires to a date not more than five days prior to the date of such letter, nothing has come to their attention which in their judgment would indicate that would cause them to believe that: (A) the statement of assets and liabilities of the Fund does not comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Act or that such statement of assets and liabilities is not fairly presented in conformity with generally accepted accounting principles (except to the extent certain footnote disclosures have been omitted in accordance with applicable rules of the Commission); and (B) with respect to the period subsequent to _____ _______________, there were, as of the date of the most recent available statement of assets and liabilities monthly consolidated financial statements of the Fund and Company and, as of a specified date not more than five days prior to the date of such letter, any changes in the capital stock or long-term indebtedness of the Fund Company or payment or declaration of any dividend or other distribution, or decrease in the net current assets, total assets or stockholders' equity of the Fund or that the Fund has incurred any long-term liabilitiesnet stockholder's equity, in each case as compared with the amounts shown in the most recent statement of assets and liabilities audited consolidated financial statements included in or incorporated by reference into the Registration Statement and the Prospectus, except for changes or decreases which the Registration Statement and the Prospectus disclose have occurred or may occur or which are set forth in such letter or (B) during the period from __________, to the date of the most recent available monthly unaudited consolidated financial statements of the Company and to a specified date not more than five days prior to the date of such letter. The , there was any decrease, as compared with the corresponding period in the prior fiscal year, in total revenues or total or per share net income, except for decreases which the Registration Statement and the Prospectus disclose have occurred or may occur or which are set forth in such letter. (iv) Stating that they have compared specific dollar amounts, numbers of shares, percentages of revenues and earnings and other financial information pertaining to the Company set forth in or incorporated by reference into the Registration Statement and the Prospectus, which have been specified by the Representative, to the extent that such amounts, numbers, and percentages and information may be derived from the general accounting and financial records of the Company and its subsidiaries or from schedules furnished by the Company, and excluding any questions requiring an interpretation by legal counsel, with the results obtained from the application of specified reasonings, inquiries, and other appropriate procedures specified by the Representative (which procedures do not constitute an examination in accordance with generally accepted auditing standards) set forth in such letter from Arthur Andersen LLP shall cover such additional heretofore delivered, and found them to be in agreement. (v) Such other matters as txx Xxxlxx Xxxxxer may be reasonably requestrequested by the Underwriters. All such letters shall be in form and substance satisfactory to the Representative and its counsel.

Accountants’ Letter. At Subject to the time this Agreement is executed requirements of Statement of -------------------- Auditing Standards No. 72 of the American Institute of Certified Public Accountants, Grant Thornton LLP, or any xxxxx xxxxxxxing firm reasonably acceptable to Fulton and at Somerset, shaxx xxve furnished to Fulton an "agreed upon xxxxedures" letter, dated the Closing Effective Date, the Dealer Manager shall have received a letter from Arthur Andersen LLP, independent public accountants for the Xxxx, dxxxx xx of the date of this Agreement and as of the Closing Date, addressed to the Dealer Manager and in form and substance satisfactory to the Dealer Manager, Fulton to the effect that: : (i) they are, and during the periods covered by their reports included in the Registration Statement and Prospectus they were, independent certified public accountants with respect to the Fund within the meaning of the Act; (ii) in In their opinion, the statement consolidated financial statements of assets and liabilities Somerset examined by them and included in the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the Company Actpublished rules and regulations thereunder; and (iiiii) on On the basis of procedures (but limited procedures, not constituting an examination made in accordance with generally accepted auditing standards) consisting audit, including a limited review of the unaudited financial statements referred to below, a reading limited review of the latest available statement unaudited consolidated interim financial statements of assets and liabilities Somerset, inspection of the Fund (with an indication minute books of the date of the latest available statement of assets and liabilities), a reading of the minutes of meetings and consents of the shareholders and board of directors of the Fund Somerset and the committees thereof subsequent to _____Somerset Subsidiaries since December 31, 2004, inquiries of officers officials of Somerset and other employees of the Fund who have responsibility Somerset Subsidiaries responsible for financial and accounting matters of the Fund and its subsidiaries with respect to transactions such other inquiries and events subsequent to _____, and other procedures as may be specified procedures and inquiries to a date not more than five days prior to the date of in such letter, nothing has come came to their attention that would cause caused them to believe that: : (A) any unaudited Consolidated Balance Sheets, Consolidated Statements of Income, Consolidated Statements of Shareholders' Equity and Consolidated Statements of Cash Flows of Somerset included in the statement of assets and liabilities of the Fund does Registration Statement are not comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Act or that such statement of assets and liabilities is not fairly presented in conformity with generally accepted accounting principles (except to the extent certain footnote disclosures have been omitted in accordance applied on a basis substantially consistent with applicable rules that of the Commission); and audited financial statements covered by their report included in the Registration Statement; (B) with respect to the period subsequent to _____ there were, as of the date of the most recent available statement of assets and liabilities of the Fund and as of a specified date not more than five days prior to the date of delivery of such letter, there have been any changes in the capital stock or long-term indebtedness of the Fund or decrease in the net assets or stockholdersconsolidated shareholders' equity of the Fund or that the Fund has incurred any long-term liabilities, in each case Somerset as compared with the amounts shown in the most recent statement balance sheet as of assets and liabilities December 31, 2004 included in the Registration Statement and the ProspectusStatement, except in each case for changes such changes, increases or decreases which the Registration Statement and the Prospectus disclose discloses have occurred or may occur and except for such changes, decreases or increases as aforesaid which are set forth immaterial; and (C) for the period from January 1, 2005 to such specified date, there were any decreases in the consolidated total net interest income, consolidated net interest income after provision for loan losses, consolidated other income, consolidated net income or net income per share amounts of Somerset as compared with the comparable period of the preceding year, except in each case for decreases which the Registration Statement discloses have occurred or may occur, and except for such letter. The letter from Arthur Andersen LLP shall cover such additional matters as txx Xxxlxx Xxxxxer may reasonably requestdecreases which are immaterial.

Accountants’ Letter. At The Placement Agent shall have received at the time this Agreement is executed and at the on each Closing Date, signed letters from PricewaterhouseCoopers LLP addressed to the Dealer Manager shall have received a letter from Arthur Andersen LLPPlacement Agent and dated, independent public accountants for the Xxxxrespectively, dxxxx xx of the date of this Agreement and as of the each Closing Date, addressed to the Dealer Manager and in form and substance scope reasonably satisfactory to the Dealer ManagerPlacement Agent, with reproduced copies or signed counterparts thereof for the Placement Agent confirming that they are independent accountants within the meaning of the Securities Act and the Regulations, that the response to Item 10 of the Registration Statement is correct in so far as it relates to them and stating in effect that: : (i) they are, in their opinion the audited financial statements and during the periods covered financial statement schedules included or incorporated by their reports included reference in the Registration Statement and the Prospectus they were, independent certified public accountants with respect to the Fund within the meaning of the Act; (ii) in their opinion, the statement of assets and liabilities examined reported on by them and included in the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the Securities Act, the Exchange Act and the Company Act; Rules and Regulations; (iiiii) on the basis of procedures (but not an examination made in accordance with generally accepted auditing standards) consisting of a reading of the latest available statement of assets amounts included in the Registration Statement and liabilities of the Fund (with an indication of the date of the latest available statement of assets and liabilities)Prospectus, a reading of the minutes of the meetings and consents of the shareholders and board of directors of the Fund Company, and the committees thereof subsequent to _____, inquiries of officers and other employees certain officials of the Fund Company who have responsibility for financial and accounting matters of the Fund and its subsidiaries with respect Company as to transactions and events subsequent to _____, and other specified procedures and inquiries to a date not more than five days prior to the date of such letter, nothing has come to their attention that would cause them to believe that: (A) the statement of assets and liabilities of the Fund does not comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Act or that such statement of assets and liabilities is not fairly presented in conformity with generally accepted accounting principles (except to the extent certain footnote disclosures have been omitted in accordance with applicable rules of the Commission); and (B) with respect to the period subsequent to _____ there were, as of the date of the most recent available statement of assets and liabilities of the Fund and latest audited financial statements, except as of a specified date not more than five days prior to the date of such letter, any changes in the capital stock or long-term indebtedness of the Fund or decrease in the net assets or stockholders' equity of the Fund or that the Fund has incurred any long-term liabilities, in each case as compared with the amounts shown in the most recent statement of assets and liabilities included disclosed in the Registration Statement and the Prospectus, except for changes nothing came to their attention which caused them to believe that: (A) the amounts included or decreases which incorporated by reference in the Registration Statement and the Prospectus disclose do not agree with the corresponding amounts in the audited financial statements from which such amounts were derived; or (B) with respect to the Company, there were, at a specified date not more than five business days prior to the date of the letter, any decreases in net sales, income before income taxes and net income or any increases in long-term debt of the Company or any decreases in the capital stock, working capital or the shareholders' equity in the Company, as compared with the amounts shown on the Company's audited Balance Sheet for the fiscal year ended December 31, 2003 included in the Registration Statement or the audited Statement of Operations, for such year, all except for the continuation of operating losses, including exploration expense, in accordance with disclosures in the SEC Documents not is excess of a specified amount acceptable to the Placement Agent; (iii) they have occurred performed certain other procedures as a result of which they determined that information of an accounting, financial or may occur statistical nature (which is limited to accounting, financial or which are statistical information derived from the general accounting records of the Company) set forth in the Registration Statement and the Prospectus and reasonably specified by the Agent agrees with the accounting records of the Company; and (iv) as to such letter. The letter from Arthur Andersen LLP shall cover such additional other matters as txx Xxxlxx Xxxxxer may the Placement Agent shall reasonably request.

Accountants’ Letter. At the time this Agreement is executed and at the Closing Date, the Dealer Manager The Underwriter shall have received received, if required, a letter from Arthur Andersen LLP, independent public accountants for addressed to the Xxxx, dxxxx xx of Underwriter and dated the date of this Agreement and as of the Closing Date, addressed to respectively, from the Dealer Manager and in form and substance satisfactory to independent public accountant of the Dealer ManagerCompany, to the effect that: stating that (i) with respect to the Company they areare the independent public accountant of the Company within the meaning of the Act and the applicable published Rules and Regulations thereunder; (ii) in its opinion, the Company's financial statements which the independent public accountantaudited, at all dates and during the for all periods covered by their reports referred to and included in the Registration Statement and Prospectus they wereProspectus, independent certified public accountants with respect to the Fund within the meaning of the Act; (ii) in their opinion, the statement of assets and liabilities examined by them and included in the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Actpublished Rules and Regulations thereunder with respect to SB-2 offering documents; (iii) on the basis of certain indicated procedures (but not an examination made audit in accordance with generally accepted auditing standards) consisting accounting principles), including examinations of the instruments of the Company set forth in the Prospectus, a reading of the latest available statement of assets and liabilities interim unaudited financial statements of the Fund (with an indication Company, whether or not appearing in the Prospectus, inquiries of the date officers of the latest available statement of assets Company or other persons responsible for its financial and liabilities), accounting matters regarding the specific items for which representations are requested below and a reading of the minutes of meetings and consents minute books of the shareholders and board of directors of the Fund and the committees thereof subsequent to _____, inquiries of officers and other employees of the Fund who have responsibility for financial and accounting matters of the Fund and its subsidiaries with respect to transactions and events subsequent to _____, and other specified procedures and inquiries to a date not more than five days prior to the date of such letterCompany, nothing has come to their its attention that which would cause them it to believe that: (A) the statement of assets and liabilities of the Fund does not comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Act or that such statement of assets and liabilities is not fairly presented in conformity with generally accepted accounting principles (except to the extent certain footnote disclosures have been omitted in accordance with applicable rules of the Commission); and (B) with respect to during the period subsequent from the last audited balance sheet included in the Registration Statement to _____ there were, as of the date of the most recent available statement of assets and liabilities of the Fund and as of a specified date not more than five days prior to the date of such letter, letter (a) there has been any changes change in the capital stock or long-term indebtedness other securities of the Fund Company or decrease any payment or declaration of any dividend or other distribution in respect thereof or exchange therefor from that shown on its audited balance sheets or in the debt of the Company from that shown in the Registration Statement or Prospectus other than as set forth in or contemplated by the Registration Statement or Prospectus; (b) there have been any material decreases in net current assets or net assets or stockholders' equity of the Fund or that the Fund has incurred any long-term liabilities, in each case as compared with the amounts shown in the most recent statement last audited balance sheet included in the Prospectus so as to make said financial statements misleading; and (c) on a basis of assets the indicated procedures and liabilities included discussions referred to in clause (iii) above, nothing has come to its attention which, in its judgment, would cause the independent public accountant to believe or indicate that the unaudited financial statements and schedules, whether or not appearing in the Registration Statement and the Prospectus, except do not present fairly the financial position and results of the Company, for changes or decreases which the Registration Statement and periods indicated, in conformity with the Prospectus disclose have occurred or may occur or which are set forth in such letter. The letter from Arthur Andersen LLP shall cover such additional matters as txx Xxxlxx Xxxxxer may reasonably requestgenerally accepted accounting principles applied on a consistent basis with the audited financial statements.

Accountants’ Letter. At the time this Agreement is executed and at the Closing Date, the Dealer Manager The Representatives shall have received a letter from Arthur Andersen LLP, independent public accountants for at the Xxxx, dxxxx xx time of the date execution of this Agreement and as Agreement, of KPMG LLP (“KPMG”) in the Closing Dateform approved by the Representatives before the execution of this Agreement, addressed with respect to the Dealer Manager financial statements and certain financial information set forth in form and substance satisfactory to the Dealer Manager, to the effect that: (i) they are, and during the periods covered or incorporated by their reports included reference in the Registration Statement and Prospectus Prospectus, which shall include the following statements: (1) they were, are an independent certified registered public accountants with respect to the Fund accounting firm within the meaning of the Act; Act and the Securities Act Regulations; (ii2) in their opinion, opinion the statement of assets and liabilities financial statements examined by them and included in or incorporated by reference into the Registration Statement Statements comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Act; Securities Act Regulations; (iii3) on the basis of procedures (but not an examination made in accordance with generally accepted auditing standards) consisting of a reading of the latest available statement of assets and liabilities interim financial statements of the Fund Company, inquiries of officials of the Company who have responsibility for financial and accounting matters, and other specified procedures, nothing came to their attention that caused them to believe that: (with an indication of a) at the date of the latest available statement balance sheet read by such accountants, and at a subsequent specified date not more than three business days prior to the date of assets and liabilities)this Agreement, a reading there was any change in the capital stock or any increase in debt of the minutes of meetings and consents Company or, at the date of the shareholders and board of directors latest available balance sheet read by such accountants, there was any decrease in net assets or stockholders’ equity, as compared with amounts shown on the latest balance sheets included in or incorporated by reference into the Prospectus; or (b) for the period from the closing date of the Fund and latest income statement included in or incorporated by reference into the committees thereof subsequent Prospectus to _____, inquiries of officers and other employees the closing date of the Fund latest available income statement read by such accountants there were any decreases, as compared with the corresponding period of the previous year for the operations of the Company and with the period of corresponding length ended the date of the latest income statement included in or incorporated by reference into the Prospectus, in total revenues or net income. except in all cases set forth in one of the above clauses for changes, increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; (4) they have read the unaudited pro forma financial statements, if any, included in or incorporated by reference into the Registration Statements and inquired of certain officials of the Company who have responsibility for financial and accounting matters and proved the arithmetic accuracy of the Fund and its subsidiaries with respect to transactions and events subsequent to _____application of the pro forma adjustments, and other specified procedures and inquiries to a date not more than five days prior to on the date basis of such letterthe procedures, nothing has come came to their attention that would cause caused them to believe that: (A) that the statement of assets and liabilities of pro forma financial statements included in or incorporated by reference into the Fund does Registration Statements do not comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Securities Act Regulations or that the pro forma adjustments have not been properly applied; and (5) they have compared specified dollar amounts (or percentages derived from such statement of assets dollar amounts) and liabilities is not fairly presented other financial information contained in conformity with generally accepted accounting principles the Registration Statements (except in each case to the extent certain footnote disclosures have been omitted in accordance with applicable rules that such dollar amounts, percentages and other financial information are derived from the general accounting records of the Commission); and (B) with respect Company subject to the period subsequent to _____ there were, as internal controls of the date of the most recent available statement of assets and liabilities of the Fund and as of Company’s accounting system, a specified date not more than five days prior to the date reading of such lettergeneral accounting records and other procedures specified in such letter and have found such dollar amounts, any changes percentages and other financial information to be in the capital stock or long-term indebtedness of the Fund or decrease in the net assets or stockholders' equity of the Fund or that the Fund has incurred any long-term liabilities, in each case as compared agreement with the amounts shown in the most recent statement of assets and liabilities included in the Registration Statement and the Prospectussuch results, except for changes or decreases which the Registration Statement and the Prospectus disclose have occurred or may occur or which are set forth as otherwise specified in such letter. The letter from Arthur Andersen LLP shall cover such additional matters as txx Xxxlxx Xxxxxer may reasonably request.

Accountants’ Letter. At the time this Agreement is executed and at the Closing Date, the Dealer Manager The Representative shall have received a letter from Arthur Andersen LLP, independent public accountants for at the Xxxx, dxxxx xx time of the date execution of this Agreement and as Agreement, of KPMG LLP (“KPMG”) in the Closing Dateform approved by the Representative before the execution of this Agreement, addressed with respect to the Dealer Manager financial statements and certain financial information set forth in form and substance satisfactory to the Dealer Manager, to the effect that: (i) they are, and during the periods covered or incorporated by their reports included reference in the Registration Statement and Prospectus Prospectus, which shall include the following statements: (1) they were, are an independent certified registered public accountants with respect to the Fund accounting firm within the meaning of the Act; Act and the Securities Act Regulations; (ii2) in their opinion, opinion the statement of assets and liabilities financial statements examined by them and included in or incorporated by reference into the Registration Statements comply as to form in all material respects with the applicable requirements of the Act and the Securities Act Regulations; (3) they have performed the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in Statement of Auditing Standards No. 100, Interim Financial Information, on the unaudited financial statements included in or incorporated by reference into the Registration Statements and the Prospectus, if any; (4) on the basis of the review referred to in clause (3) above, a reading of the latest available interim financial statements of the Company and the Operating Partnership, inquiries of officials of the Company and the Operating Partnership who have responsibility for financial and accounting matters, and other specified procedures, nothing came to their attention that caused them to believe that: (a) the unaudited financial statements included in or incorporated by reference into the Registration Statements and the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the Company Act; Exchange Act Regulations or that any material modifications should be made to such unaudited financial statements for them to be in conformity with GAAP; (iiib) on the basis of procedures (but not an examination made in accordance with generally accepted auditing standards) consisting of a reading of the latest available statement of assets and liabilities of the Fund (with an indication of at the date of the latest available statement balance sheet read by such accountants, and at a subsequent specified date not more than three business days prior to the date of assets and liabilities)this Agreement, a reading there was (i) any change in the capital stock or any increase in debt of the minutes of meetings and consents Company or, at the date of the shareholders latest available balance sheet read by such accountants, there was any decrease in total assets or total equity, as compared with amounts shown on the latest balance sheets included in or incorporated by reference into the Registration Statements and board of directors Prospectus or (ii) any change in the preferred units and general partners’ units or any increase in debt of the Fund and Operating Partnership or, at the committees thereof subsequent to _____, inquiries of officers and other employees date of the Fund latest available balance sheet read by such accountants, there was any decrease in total assets or total capital, as compared with amounts shown on the latest balance sheets included in or incorporated by reference into the Registration Statements and Prospectus; or (c) for the period from the closing date of the latest income statement included in or incorporated by reference into the Registration Statements and Prospectus to the closing date of the latest available income statement read by such accountants, and for the period from the closing date of the latest income statement included in or incorporated by reference into the Prospectus to a subsequent specified date not more than three business days prior to this Agreement, there were any decreases, as compared with the corresponding period of the previous year, in total revenues, income from operations or net income of the Company or the Operating Partnership. except in all cases set forth in one of the above clauses for changes, increases or decreases which the Registration Statements and Prospectus disclose have occurred or may occur or which are described in such letter; (5) they have read the unaudited pro forma financial statements, if any, included in or incorporated by reference into the Registration Statements and inquired of certain officials of the Company who have responsibility for financial and accounting matters and proved the arithmetic accuracy of the Fund and its subsidiaries with respect to transactions and events subsequent to _____application of the pro forma adjustments, and other specified procedures and inquiries to a date not more than five days prior to on the date basis of such letterthe procedures, nothing has come came to their attention that would cause caused them to believe that: (A) that the statement of assets and liabilities of pro forma financial statements included in or incorporated by reference into the Fund does Registration Statements do not comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Securities Act Regulations or that the pro forma adjustments have not been properly applied; and (6) they have compared specified dollar amounts (or percentages derived from such statement of assets dollar amounts) and liabilities is not fairly presented other financial information contained in conformity with generally accepted accounting principles the Registration Statements (except in each case to the extent certain footnote disclosures have been omitted in accordance with applicable rules that such dollar amounts, percentages and other financial information are derived from the general accounting records of the Commission); and (B) with respect Company subject to the period subsequent to _____ there were, as internal controls of the date of the most recent available statement of assets and liabilities of the Fund and as of Company’s accounting system, a specified date not more than five days prior to the date reading of such lettergeneral accounting records and other procedures specified in such letter and have found such dollar amounts, any changes percentages and other financial information to be in the capital stock or long-term indebtedness of the Fund or decrease in the net assets or stockholders' equity of the Fund or that the Fund has incurred any long-term liabilities, in each case as compared agreement with the amounts shown in the most recent statement of assets and liabilities included in the Registration Statement and the Prospectussuch results, except for changes or decreases which the Registration Statement and the Prospectus disclose have occurred or may occur or which are set forth as otherwise specified in such letter. The letter from Arthur Andersen LLP shall cover such additional matters as txx Xxxlxx Xxxxxer may reasonably request.

Accountants’ Letter. At the time this Agreement is executed and at the Closing Date, the Dealer Manager WFBI shall have received from YHB a letter from Arthur Andersen LLP, independent public accountants for the Xxxx, dxxxx xx of the date of this Agreement and as of dated the Closing DateDate with respect to certain financial information regarding Alliance, addressed to which shall be substantially in the Dealer Manager and in form and substance satisfactory to the Dealer Manager, to the effect that: following form: (i) they are, and during the periods covered by their reports included in the Registration Statement and Prospectus they were, are independent certified public accountants with respect to the Fund within the meaning of the Act; Alliance; (ii) in their opinion, opinion the statement audited financial statements of assets and liabilities Alliance examined by them and included in the Registration Proxy Statement furnished to shareholders of Alliance, or subsequently provided to WFBI and/or the shareholders of Alliance, comply as to form in all material respects with the requirements applicable accounting requirements of the Act and the Company Act; thereto; (iii) on at the basis request of Alliance they have carried out procedures to a specified date not more than 5 business days prior to the Effective Time as follows: (but not an examination made in accordance with generally accepted auditing standards1) consisting read the unaudited financial statements of a reading of Alliance for the latest available statement of assets and liabilities of the Fund (with an indication of period from the date of the latest available statement most recent audited financial statements of assets and liabilities), a reading Alliance through the last day of the most recent calendar month ended prior to such specified date not more than 5 days prior to the Effective Time; (2) read the minutes of the meetings and consents of the shareholders and board of directors of the Fund Board of Directors (and all committees thereof) of Alliance from the committees thereof subsequent to _____, inquiries of officers and other employees date of the Fund who have responsibility for most recently audited financial and accounting matters of the Fund and its subsidiaries with respect to transactions and events subsequent to _____, and other specified procedures and inquiries statements to a date not more than five 5 days prior to the date Effective Time, and (3) consulted with certain officers and employees of Alliance responsible for financial and accounting matters as to whether there has been any change in Alliance capital stock or long-term debt, or any decrease in consolidated net assets or in the total or per-share amounts of net income of Alliance, and, based on such procedures and except as disclosed in such letter, nothing has come to their attention that which would cause them to believe that: : (A) the statement financial statements referred to in (1) above do not fairly present the financial position of assets Alliance and liabilities the results of its operations and changes in its financial position at the Fund does dates and for the periods referred to therein and are not comply as to form presented in conformity with GAAP applied on a basis consistent in all material respects with the applicable accounting requirements of the Act and the Company Act or that such statement of assets and liabilities is not fairly presented in conformity with generally accepted accounting principles (except to the extent certain footnote disclosures have been omitted in accordance with applicable rules of the Commission); and (B) with respect to the period subsequent to _____ there were, as of the date of the most recent available statement audited consolidated statements of assets and liabilities of the Fund and Alliance, except as expressly required by this Agreement or noted in such letter; (B) as of a specified said date not more than five 5 business days prior to the date of such letterEffective Time, there was any changes (x) change in the Alliance capital stock or long-term indebtedness debt of the Fund Alliance or decrease (y) decreases in the consolidated net assets or stockholders' equity of the Fund or that the Fund has incurred any long-term liabilitiesAlliance, in each case as compared with the amounts shown in the balance sheet of Alliance at the date of the most recent statement audited financial statements, or for the period from the date of assets and liabilities included the most recent financial statements to said date not more than 5 business days prior to the Effective Time, there were any decreases, as compared with the corresponding portion of the preceding fiscal year, in the Registration Statement and the Prospectustotal or per share amounts of income before extraordinary items or net income, except for changes or decreases which the Registration Statement and the Prospectus disclose have occurred or may occur or which are other than, in each case, as set forth in such letter. The letter from Arthur Andersen LLP shall cover such additional matters as txx Xxxlxx Xxxxxer may reasonably request.

Accountants’ Letter. At The Representative shall have received from Xxxxxx, Xxxxxxxx & Company with respect to the time this Agreement is executed Company and at from Ernst & Young, L.L.P., with respect to Fifth Dimension Communications, Inc. and its affiliates ("Fifth Dimension"), a letter or letters dated, respectively, the date hereof and the Closing Date, the Dealer Manager shall have received a letter from Arthur Andersen LLP, independent public accountants for the Xxxx, dxxxx xx of the date of this Agreement and as of the Closing Date, addressed to the Dealer Manager and in form and substance reasonably satisfactory to the Dealer ManagerRepresentative, substantially to the effect that: : (ia) they are, and during the periods covered by their reports included in the Registration Statement and Prospectus they were, are independent certified public accountants with respect to the Fund Company or Fifth Dimension as appropriate, within the meaning of the Act; Act and the Rules and Regulations; (iib) in their opinion, the statement of assets and liabilities examined financial statements audited by them and included in the Registration Statement and the Prospectus comply as to in form in all material respects with the applicable accounting requirements of the Act and the Company Act; related published rules and regulations; (iiic) on the basis of a reading of the audited financial statements of the Company, for the years ended March 31, 1997 and March 31, 1996 and the unaudited financial statements of the Company for the period ended September 30, 1997 and the notes thereto, carrying out certain specified procedures (but which do not constitute an examination audit made in accordance with generally accepted auditing standards) consisting that would not necessarily reveal matters of a reading of significance with respect to the latest available statement of assets and liabilities of the Fund (with an indication of the date of the latest available statement of assets and liabilities)comments set forth in this paragraph, a reading of the minutes of meetings and consents minute books of the shareholders and shareholders, the board of directors and any committees thereof of the Fund Company, and the committees thereof subsequent to _____, inquiries of officers and other employees certain officials of the Fund Company who have responsibility for financial and accounting matters and on the basis of a reading of the Fund audited financial statements of Fifth Dimension, for the years ended March 31, 1997, March 31, 1996 and its subsidiaries March 31, 1995 and the unaudited financial statements of Fifth Dimension for the period ended September 30, 1997 and the notes thereto, carrying out certain specified procedures (which do not constitute an audit made in accordance with generally accepted auditing standards) that would not necessarily reveal matters of significance with respect to transactions the comments set forth in this paragraph, a reading of the minute books of the shareholders, the board of directors and events subsequent to _____any committees thereof of Fifth Dimension, and other specified procedures inquiries of certain officials of Fifth Dimension who have responsibility for financial and inquiries to a date not more than five days prior to the date of such letteraccounting matters, nothing has come came to their attention that would cause caused them to believe that: : (Ai) the statement of assets and liabilities unaudited condensed financial statements of the Fund does Company and the Fifth Dimension, as appropriate, included in the Registration Statement and the Prospectus do not comply as to in form in all material respects with the applicable accounting requirements of the Act and the Company Act related published rules and regulations thereunder or that such statement of assets and liabilities is are not fairly presented in conformity with generally accepted accounting principles (except to the extent certain footnote disclosures have been omitted in accordance applied on a basis substantially consistent with applicable rules that of the Commission)audited financial statements included in the Registration Statement and the Prospectus; and and (Bii) with respect to the period subsequent to _____ there were, as of the date of the most recent available statement of assets and liabilities of the Fund and as of at a specified specific date not more than five business days prior to the date of such letter, there were any changes in the capital stock or long-term indebtedness debt of the Fund Company or decrease the Fifth Dimension, as appropriate, or any decreases in the net current assets or stockholdersshareholders' equity of the Fund Company or that the Fund has incurred any long-term liabilitiesFifth Dimension, as appropriate, in each case as compared with the amounts shown in on the most recent statement of assets and liabilities September 30, 1997 balance sheet included in the Registration Statement and the Prospectus, or for the period from September 30, 1997 to such specified date there were any decreases, as compared with the corresponding period in the preceding year, in net sales, gross profit, selling, general and administrative expenses, employee plans and bonuses, income (loss) from operations, interest expenses, income (loss) before income taxes, provision (benefit) for income taxes, net income (loss) or net income (loss) per share of the Company, except in all instances for changes changes, decreases or increases set forth in such letter; and (e) they have carried out certain specified procedures, not constituting an audit, with respect to certain amounts, percentages and financial information that are derived from the general accounting records of the Company or the Fifth Dimension, as appropriate, and are included in the Registration Statement and the Prospectus, and have compared such amounts, percentages and financial information with such records of the Company or the Fifth Dimension, as appropriate, and with information derived from such records and have found them to be in agreement, excluding any questions of legal interpretation. In the event that the letters referred to above set forth any such changes, decreases which or increases, it shall be a further condition to the obligations of the Underwriters that such letters shall be accompanied by a written explanation of the Company or the Fifth Dimension, as appropriate, as to the significance thereof, unless the Representative deems such explanation unnecessary, and such changes, decreases or increases do not, in the sole judgment of the Representative, make it impractical or inadvisable to proceed with the purchase and delivery of the Units as contemplated by the Registration Statement, as amended as of the date hereof. References to the Registration Statement and the Prospectus disclose have occurred in this Section 7.4 with respect to either letter referred to above shall include any amendment or may occur or which are set forth in supplement thereto at the date of such letter. The letter from Arthur Andersen LLP shall cover such additional matters as txx Xxxlxx Xxxxxer may reasonably request.

Accountants’ Letter. At the time this Agreement is executed and at the Closing Date, the Dealer Manager shall have received a letter from Arthur Andersen LLP, independent public accountants for the Xxxx, dxxxx xx of the date of this Agreement and as of the Closing Date, addressed to the Dealer Manager and in form and substance satisfactory to the Dealer Manager, to the effect that: (i) they areThe Company shall engage the Company's independent auditors to perform certain agreed upon procedures and report thereon in accordance with the provisions of Statement on Auditing Standards No. 71 with respect to the Company's quarterly financial information and, upon issuance of such reports, the Company will provide copies thereof to the Purchasers (each, a "Quarterly Review Report"). A copy of each Quarterly Review Report shall be delivered to the Purchasers within five (5) Trading Days of the filing with the SEC of each of the Company's Quarterly Reports on Form 10-Q. (ii) The Company shall engage its independent auditors to perform certain agreed upon procedures and during report thereon as shall have been reasonably requested by the periods covered by their reports included Purchasers with respect to certain financial information contained in the Registration Statement and Prospectus they wereshall have delivered to the Purchasers, within five (5) Trading Days of the effective date of the Registration Statement, a copy of such report addressed to the Company. (iii) In the event that no Quarterly Review Report shall have been delivered by the Company's independent certified public accountants auditors to the Company for more than ninety (90) days since the reporting date to which the previously delivered report relates or the Purchasers shall have requested delivery of such a report to the Company pursuant to Section 3.3, the Company shall engage its independent auditors to perform certain agreed upon procedures and report thereon as shall have been reasonably requested by the Purchasers with respect to the Fund within the meaning certain financial information of the Act; (ii) in their opinion, the statement of assets and liabilities examined by them and included in the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the Act Company and the Company Act; (iii) on the basis of procedures (but not an examination made in accordance with generally accepted auditing standards) consisting of a reading of the latest available statement of assets and liabilities of the Fund (with an indication of the date of the latest available statement of assets and liabilities), a reading of the minutes of meetings and consents of the shareholders and board of directors of the Fund and the committees thereof subsequent to _____, inquiries of officers and other employees of the Fund who have responsibility for financial and accounting matters of the Fund and its subsidiaries with respect to transactions and events subsequent to _____, and other specified procedures and inquiries to a date not more than five days prior shall deliver to the date Purchasers a copy of such letterreport. In the event that the report required by this Section 3.2(j) cannot be delivered by the Company's independent auditors, nothing has come to their attention that would cause them to believe that: (A) the statement of assets and liabilities of the Fund does not comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Act or that such statement of assets and liabilities is not fairly presented in conformity with generally accepted accounting principles (except to the extent certain footnote disclosures have been omitted in accordance with applicable rules of the Commission); and (B) with respect to the period subsequent to _____ there wereshall, as of the date of the most recent available statement of assets and liabilities of the Fund and as of a specified date not more than five days prior to the date of such letterif necessary, any changes in the capital stock or long-term indebtedness of the Fund or decrease in the net assets or stockholders' equity of the Fund or that the Fund has incurred any long-term liabilities, in each case as compared with the amounts shown in the most recent statement of assets and liabilities included in promptly revise the Registration Statement and shall not deliver an Optional Purchase Notice -------------------------------------------------------------------------------- EQUITY FINANCING AGREEMENT - Page 14 or a Mandatory Purchase Notice or, if an Optional Purchase Notice or Mandatory Purchase Notice shall have been delivered in good faith without knowledge by the ProspectusCompany that a report of its independent auditors can not be delivered as required, except postpone such Closing Date for changes a period of up to five (5) Trading Days until such a report is delivered (or decreases which such Closing shall otherwise be canceled). In the Registration Statement event of such a postponement, the Purchase Price of the Common Stock to be issued at such Closing as determined pursuant to Section 2.2 shall be the lower of such Purchase Price as calculated as of the originally scheduled Closing Date and the Prospectus disclose have occurred or may occur or which are set forth in such letter. The letter from Arthur Andersen LLP shall cover such additional matters Purchase Price as txx Xxxlxx Xxxxxer may reasonably requestof the actual Closing Date.

Accountants’ Letter. At On the time this Agreement is executed and at the Closing Date, the Dealer Manager Effective Date you shall have received a letter from Arthur Andersen LLPCoopers & Lybrxxx x xetter, independent public accountants for the Xxxx, dxxxx xx of the date of this Agreement and as of the Closing Date, addressed to the Dealer Manager and in form and substance satisfactory to you in all respects (including the Dealer Managernonmaterial nature of the changes and decreases, if any, referred to the effect in clause (iii) herein), advising that: : (i) they are, are independent certified public accountants as required by the Act and during the periods covered by Regulations and the answer to Item 27 of the Registration Statement does not require any statement relating to them; (ii) it is their reports included in opinion that the financial statements and supporting schedules filed as part of the Registration Statement and Prospectus they were, independent certified public accountants with respect to the Fund within the meaning of the Act; (ii) in their opinion, the statement of assets and liabilities examined by them and those included in the Registration Statement Prospectus, and covered by their opinions therein, comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Act; Regulations relating to financial statements in registration statements on Form S-11; (iii) based on the basis limited review set forth in detail in such letter, nothing came to their attention that caused them to believe that during the period from the date of the balance sheet of the Company contained in the Prospectus to a specified date not more than five (5) days prior to the date on which the Registration Statement initially becomes effective, there was any change in the stockholder's equity, liabilities or net assets of the Company as compared with the amounts shown in such balance sheet other than as such change may have been contemplated by or set forth in the Registration Statement or Prospectus; (iv) based on procedures (but not an examination made in accordance with generally accepted auditing standards) consisting of a reading of the latest available statement of assets percentages and liabilities of dollar amounts and related text set forth in the Fund Prospectus and the Registration Statement under the captions "Prior Offerings by Affiliates" and "Prior Performance Tables" (with including Table VI included as an indication of exhibit to the date of the latest available statement of assets and liabilitiesRegistration Statement), a reading of and all dollar amounts in the minutes of meetings and consents of the shareholders and board of directors of the Fund and the committees thereof subsequent to _____related notes referenced therein, inquiries inquiry of officers and other employees of the Fund who corporate general partner of Corporate Property Associates, Corporate Property Associates 2, Corporate Property Associates 3, Corporate Property Associates 4, a California limited partnership, Corporate Property Associates 5, Corporate Property (v) they have responsibility for financial conducted such other procedures as may be mutually agreed by the Company, Selected Dealers and accounting matters of the Fund and its subsidiaries with respect to transactions and events subsequent to _____, and other specified procedures and inquiries to a date not more than five days prior to the date of such letter, nothing has come to their attention that would cause them to believe that: (A) the statement of assets and liabilities of the Fund does not comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Act or that such statement of assets and liabilities is not fairly presented in conformity with generally accepted accounting principles (except to the extent certain footnote disclosures have been omitted in accordance with applicable rules of the Commission); and (B) with respect to the period subsequent to _____ there were, as of the date of the most recent available statement of assets and liabilities of the Fund and as of a specified date not more than five days prior to the date of such letter, any changes in the capital stock or long-term indebtedness of the Fund or decrease in the net assets or stockholders' equity of the Fund or that the Fund has incurred any long-term liabilities, in each case as compared with the amounts shown in the most recent statement of assets and liabilities included in the Registration Statement and the Prospectus, except for changes or decreases which the Registration Statement and the Prospectus disclose have occurred or may occur or which are set forth in such letter. The letter from Arthur Andersen LLP shall cover such additional matters as txx Xxxlxx Xxxxxer may reasonably requestSelected Investment Advisers.

Accountants’ Letter. At the time this Agreement is executed and at the Closing Date, the Dealer Manager The Representatives shall have received a letter from Arthur Andersen LLP, independent public accountants for at the Xxxx, dxxxx xx time of the date execution of this Agreement and as Agreement, of the Closing Date, addressed to the Dealer Manager and in form and substance satisfactory to the Dealer Manager, to the effect that: KPMG LLP (i“KPMG”) they are, and during the periods covered by their reports included in the Registration Statement and Prospectus they wereform approved by the Representatives before the execution of this Agreement, independent certified public accountants with respect to the Fund financial statements and certain financial information set forth in or incorporated by reference in the Registration Statements and Prospectus, which shall include the following statements: (1) they are an independent registered public accounting firm within the meaning of the Act; Act and the Securities Act Regulations; (ii2) in their opinion, opinion the statement of assets and liabilities financial statements examined by them and included in or incorporated by reference into the Registration Statements comply as to form in all material respects with the applicable requirements of the Act and the Securities Act Regulations; (3) they have performed the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in Statement of Auditing Standards No. 100, Interim Financial Information, on the unaudited financial statements included in or incorporated by reference into the Registration Statements and the Prospectus, if any; (4) on the basis of the review referred to in clause (3) above, a reading of the latest available interim financial statements of the Company and the Operating Partnership, inquiries of officials of the Company and the Operating Partnership who have responsibility for financial and accounting matters, and other specified procedures, nothing came to their attention that caused them to believe that: (a) the unaudited financial statements included in or incorporated by reference into the Registration Statements and the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the Company Act; Exchange Act Regulations or that any material modifications should be made to such unaudited financial statements for them to be in conformity with GAAP; (iiib) on the basis of procedures (but not an examination made in accordance with generally accepted auditing standards) consisting of a reading of the latest available statement of assets and liabilities of the Fund (with an indication of at the date of the latest available statement balance sheet read by such accountants, and at a subsequent specified date not more than three business days prior to the date of assets and liabilities)this Agreement, a reading there was (i) any change in the capital stock or any increase in debt of the minutes of meetings and consents Company or, at the date of the shareholders latest available balance sheet read by such accountants, there was any decrease in total assets or total equity, as compared with amounts shown on the latest balance sheets included in or incorporated by reference into the Registration Statements and board of directors Prospectus or (ii) any change in the preferred units and general partners' units or any increase in debt of the Fund and Operating Partnership or, at the committees thereof subsequent to _____, inquiries of officers and other employees date of the Fund latest available balance sheet read by such accountants, there was any decrease in total assets or total capital, as compared with amounts shown on the latest balance sheets included in or incorporated by reference into the Registration Statements and Prospectus; or (c) for the period from the closing date of the latest income statement included in or incorporated by reference into the Registration Statements and Prospectus to the closing date of the latest available income statement read by such accountants, and for the period from the closing date of the latest income statement included in or incorporated by reference into the Prospectus to a subsequent specified date not more than three business days prior to this Agreement, there were any decreases, as compared with the corresponding period of the previous year, in total revenues, income from operations or net income of the Company or the Operating Partnership. except in all cases set forth in one of the above clauses for changes, increases or decreases which the Registration Statements disclose have occurred or may occur or which are described in such letter; (5) they have read the unaudited pro forma financial statements, if any, included in or incorporated by reference into the Registration Statements and inquired of certain officials of the Company who have responsibility for financial and accounting matters and proved the arithmetic accuracy of the Fund and its subsidiaries with respect to transactions and events subsequent to _____application of the pro forma adjustments, and other specified procedures and inquiries to a date not more than five days prior to on the date basis of such letterthe procedures, nothing has come came to their attention that would cause caused them to believe that: (A) that the statement of assets and liabilities of pro forma financial statements included in or incorporated by reference into the Fund does Registration Statements do not comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Securities Act Regulations or that the pro forma adjustments have not been properly applied; and (6) they have compared specified dollar amounts (or percentages derived from such statement of assets dollar amounts) and liabilities is not fairly presented other financial information contained in conformity with generally accepted accounting principles the Registration Statements (except in each case to the extent certain footnote disclosures have been omitted in accordance with applicable rules that such dollar amounts, percentages and other financial information are derived from the general accounting records of the Commission); and (B) with respect Company subject to the period subsequent to _____ there were, as internal controls of the date of the most recent available statement of assets and liabilities of the Fund and as of Company's accounting system, a specified date not more than five days prior to the date reading of such lettergeneral accounting records and other procedures specified in such letter and have found such dollar amounts, any changes percentages and other financial information to be in the capital stock or long-term indebtedness of the Fund or decrease in the net assets or stockholders' equity of the Fund or that the Fund has incurred any long-term liabilities, in each case as compared agreement with the amounts shown in the most recent statement of assets and liabilities included in the Registration Statement and the Prospectussuch results, except for changes or decreases which the Registration Statement and the Prospectus disclose have occurred or may occur or which are set forth as otherwise specified in such letter. The letter from Arthur Andersen LLP shall cover such additional matters as txx Xxxlxx Xxxxxer may reasonably request.

Accountants’ Letter. At the time this Agreement is executed and at the Closing Date, the Dealer Manager The Representative shall have received a letter from Arthur Andersen LLP, independent public accountants for at the Xxxx, dxxxx xx time of the date execution of this Agreement and as Agreement, of KPMG LLP (“KPMG”) in the Closing Dateform approved by the Representative before the execution of this Agreement, addressed with respect to the Dealer Manager financial statements and certain financial information set forth in form and substance satisfactory to the Dealer Manager, to the effect that: (i) they are, and during the periods covered or incorporated by their reports included reference in the Registration Statement and Prospectus Prospectus, which shall include the following statements: (1) they were, are an independent certified registered public accountants with respect to the Fund accounting firm within the meaning of the Act; Act and the Securities Act Regulations; (ii2) in their opinion, opinion the statement of assets and liabilities financial statements examined by them and included in or incorporated by reference into the Registration Statement Statements comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Act; Securities Act Regulations; (iii3) on the basis of procedures (but not an examination made in accordance with generally accepted auditing standards) consisting of a reading of the latest available statement of assets and liabilities interim financial statements of the Fund (with an indication of the date of the latest available statement of assets and liabilities), a reading of the minutes of meetings and consents of the shareholders and board of directors of the Fund and the committees thereof subsequent to _____Company, inquiries of officers and other employees officials of the Fund Company who have responsibility for financial and accounting matters of the Fund and its subsidiaries with respect to transactions and events subsequent to _____matters, and other specified procedures procedures, nothing came to their attention that caused them to believe that: (a) at the date of the latest available balance sheet read by such accountants, and inquiries to at a subsequent specified date not more than five three business days prior to the date of such letterthis Agreement, nothing has come to their attention that would cause them to believe that: (A) the statement of assets and liabilities of the Fund does not comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Act or that such statement of assets and liabilities is not fairly presented in conformity with generally accepted accounting principles (except to the extent certain footnote disclosures have been omitted in accordance with applicable rules of the Commission); and (B) with respect to the period subsequent to _____ there were, as of the date of the most recent available statement of assets and liabilities of the Fund and as of a specified date not more than five days prior to the date of such letter, was any changes change in the capital stock or long-term indebtedness any increase in debt of the Fund or Company or, at the date of the latest available balance sheet read by such accountants, there was any decrease in the net assets or stockholders' equity ’ equity, as compared with amounts shown on the latest balance sheets included in or incorporated by reference into the Prospectus; or (b) for the period from the closing date of the Fund latest income statement included in or that incorporated by reference into the Fund has incurred Prospectus to the closing date of the latest available income statement read by such accountants there were any long-term liabilitiesdecreases, in each case as compared with the amounts shown in corresponding period of the most recent previous year for the operations of the Company and with the period of corresponding length ended the date of the latest income statement of assets and liabilities included in the Registration Statement and or incorporated by reference into the Prospectus, in total revenues or net income. except in all cases set forth in one of the above clauses for changes changes, increases or decreases which the Registration Statement and the Prospectus disclose discloses have occurred or may occur or which are set forth described in such letter. The ; (4) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial information contained in the Registration Statements (in each case to the extent that such dollar amounts, percentages and other financial information are derived from the general accounting records of the Company subject to the internal controls of the Company’s accounting system, a reading of such general accounting records and other procedures specified in such letter from Arthur Andersen LLP shall cover and have found such additional matters dollar amounts, percentages and other financial information to be in agreement with such results, except as txx Xxxlxx Xxxxxer may reasonably requestotherwise specified in such letter.

Accountants’ Letter. At The Company shall have furnished to the time this Agreement is executed and at Agents on the Closing Date, the Dealer Manager shall have received Date a letter from Arthur Andersen of Xxxxxx Xxxxxxxx LLP, independent public accountants for addressed jointly to the Xxxx, dxxxx xx of Company and the Agents and dated the date of this Agreement and as of the Closing Datethereof, addressed to the Dealer Manager and in form and substance reasonably satisfactory to the Dealer Manager, to the effect that: (i) Agents confirming that they are, and during the periods covered by their reports included in the Registration Statement and Prospectus they were, are independent certified public accountants with respect to the Fund within the meaning of the Act; Act and the applicable published Rules and Regulations thereunder and stating in effect that: (iii) in their opinion, the statement of assets financial statements and liabilities examined schedules audited by them and included in the Prospectus contained in the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Act; Exchange Act and the related published rules and regulations; (ii) they have performed the procedures with respect to any unaudited financial statements included in the Prospectus in accordance with standards established by the American Institute of Certified Public Accountants, as indicated in their report or reports attached to such letter; (iii) on the basis of procedures the review referred to in (but not an examination made in accordance with generally accepted auditing standardsii) consisting of above and a reading of the latest available statement of assets and liabilities interim financial statements of the Fund (with an indication of the date of the latest available statement of assets and liabilities), a reading of the minutes of meetings and consents of the shareholders and board of directors of the Fund and the committees thereof subsequent to _____Company, inquiries of officers and other employees officials of the Fund Company who have responsibility for financial and accounting matters of the Fund and its subsidiaries with respect to transactions and events subsequent to _____, and other specified procedures and inquiries to a date not more than five days prior to the date of such letterprocedures, nothing has come came to their attention that would cause caused them to believe that: : (A) any material modifications should be made to the statement of assets unaudited financial statements, if any, included in the Prospectus, for such financial statements to be in conformity with generally accepted accounting principles and liabilities of the Fund does unaudited financial statements, if any, included in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Exchange Act or that such statement of assets and liabilities is not fairly presented in conformity with generally accepted accounting principles (except to the extent certain footnote disclosures have been omitted in accordance with applicable related published rules of the Commission); and regulations; (B) with respect to the period subsequent to _____ there were, as of at the date of the most recent latest available statement of assets and liabilities of the Fund and as of balance sheet read by such accountants, or at a specified date not more than five days prior to the date of such letterhereof, there was any changes change in the capital stock of the Company, any increase in short-term indebtedness or long-term indebtedness debt of the Fund Company and consolidated subsidiaries or there was any decrease in the consolidated net current assets or stockholders' equity as compared with amounts shown on the latest balance sheet included in the Prospectus; or (C) for the period from the date of the Fund latest income statement included in the Prospectus to the closing date of the latest available income statement read by such accountants, or that to a specified date not more than five days prior to the Fund has incurred date hereof, there were any long-term liabilitiesdecreases, in each case as compared with the corresponding period of the previous year, in consolidated net sales or in total or per-share amounts shown of net income of the Company, except in the most recent statement of assets all cases set forth in clause (B) above and liabilities included this clause (C) for changes, increases or decreases which are set forth in the Registration Statement and or contemplated by the Prospectus, except for changes or decreases which the Registration Statement and the Prospectus disclose have occurred or may occur or which are set forth described in such letter; and (iv) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial information contained in the Prospectus (in each case to the extent that such dollar amounts, percentages and other financial information are derived from the general accounting records of the Company and its subsidiaries subject to the internal controls of the Company's accounting system or are derived directly from such records by analysis or computation) with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial information to be in agreement with such results, except as otherwise specified in such letter. The letter from Arthur Andersen LLP All financial statements and schedules included in material incorporated by reference into the Prospectus shall cover such additional matters be deemed included in the Prospectus for purposes of this subsection (excluding the Company's Current Report on Form 8-K/A dated August 8, 2001, as txx Xxxlxx Xxxxxer may reasonably requestamended).

Accountants’ Letter. At The Company shall have furnished to the time this Agreement is executed Agents on the Closing Date a letter of Pricewaterhouse Coopers LLP addressed jointly to the Company and at the Agents and dated the Closing Date, the Dealer Manager shall have received a letter from Arthur Andersen LLP, independent public accountants for the Xxxx, dxxxx xx of the date type described in the American Institute of this Agreement and as of the Closing DateCertified Public Accountants' Statement on Auditing Standards No. 49, addressed to the Dealer Manager and in form and substance reasonably satisfactory to the Dealer Manager, to the effect that: (i) Agents confirming that they are, and during the periods covered by their reports included in the Registration Statement and Prospectus they were, are independent certified public accountants with respect to the Fund within the meaning of the Act; Act and the applicable published Rules and Regulations thereunder and stating in effect that: (iii) in In their opinion, the statement of assets financial statements and liabilities schedules examined by them and included in the prospectus contained in the Registration Statement comply as to in form in all material respects with the applicable accounting requirements of the Act and the Company Act; related published Rules and Regulations; (ii) They have made a review of any unaudited financial statements included in the Prospectus in accordance with standards established by the American Institute of Certified Public Accountants, as indicated in their report or reports attached to such letter; (iii) on On the basis of procedures the review referred to in (but not an examination made in accordance with generally accepted auditing standardsii) consisting of above and a reading of the latest available statement of assets and liabilities interim financial statements of the Fund (with an indication of the date of the latest available statement of assets and liabilities), a reading of the minutes of meetings and consents of the shareholders and board of directors of the Fund and the committees thereof subsequent to _____Company, inquiries of officers and other employees officials of the Fund Company who have responsibility for financial and accounting matters of the Fund and its subsidiaries with respect to transactions and events subsequent to _____, and other specified procedures and inquiries to a date not more than five days prior to the date of such letterprocedures, nothing has come came to their attention that would cause caused them to believe that: : (A) the statement of assets and liabilities of unaudited financial statements, if any, included in the Fund does Prospectus do not comply as to in form in all material respects with the applicable accounting requirements of the Act and the Company Act related published Rules and Regulations or that such statement of assets and liabilities is are not fairly presented in conformity with generally accepted accounting principles (except to the extent certain footnote disclosures have been omitted in accordance applied on a basis substantially consistent with applicable rules that of the Commission); and audited financial statements included in the Prospectus; (B) the unaudited capsule information, if any, included in the Prospectus does not agree with respect to the period subsequent to _____ there were, as amounts set forth in the unaudited consolidated financial statements from which it was derived or was not determined on a basis substantially consistent with that of the audited financial statements included in the Prospectus; (C) at the date of the most recent latest available statement of assets and liabilities of the Fund and as of balance sheet read by such accountants, or at a subsequent specified date not more than five days prior to the date of such letterClosing Date, there was any changes change in the capital stock or long-term indebtedness stock, any increase in debt of the Fund or Company and consolidated subsidiaries or, at the date of the latest available balance sheet read by such accountants, there was any decrease in the consolidated net assets or stockholders' equity as compared with amounts shown on the latest balance sheet included in the Prospectus; or (D) for the period from the date of the Fund or that latest income statement included in the Fund has incurred Prospectus to the closing date of the latest available income statement read by such accountants there were any long-term liabilitiesdecreases, in each case as compared with the amounts shown corresponding period of the previous year, in consolidated rental income, total revenues, net income or in the most recent statement ratio of assets earnings to fixed charges; except in all cases set forth in clauses (C) and liabilities included in the Registration Statement and the Prospectus(D) above for changes, except for changes increases or decreases which the Registration Statement and the Prospectus disclose discloses have occurred or may occur or which are set forth described in such letter; and (iv) They have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial information contained in the Prospectus (in each case to the extent that such dollar amounts, percentages and other financial information are derived from the general accounting records of the Company and its subsidiaries subject to the internal controls of the Company's accounting system or are derived directly from such records by analysis or computation) with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial information to be in agreement with such results, except as otherwise specified in such letter. The letter from Arthur Andersen LLP All financial statements and schedules included in material incorporated by reference into the Prospectus shall cover such additional matters as txx Xxxlxx Xxxxxer may reasonably requestbe deemed included in the Prospectus for purposes of this subsection.

Accountants’ Letter. At The Representative and legal counsel for the time this Agreement is executed Representative shall have received, at least ten (10) days prior to the Effective Date and at again two (2) days prior to the Closing Date, drafts of a letter, and on the Dealer Manager shall have received Closing Date, a duly executed letter addressed to the Representative and dated the Closing Date from Arthur Andersen Xxxx Bailly LLP, independent public accountants for the XxxxCompany and its Subsidiary, dxxxx xx stating that with respect to the Company and its Subsidiary they are independent public accountants within the meaning of the date of this Agreement Act and as of the Closing Dateapplicable published Rules and Regulations thereunder; in their opinion, addressed the Company's financial statements audited by them at all dates and for all periods referred to the Dealer Manager in their opinion and in form and substance satisfactory to the Dealer Manager, to the effect that: (i) they are, and during the periods covered by their reports included in the Registration Statement and Prospectus they wereProspectus, independent certified public accountants with respect to the Fund within the meaning of the Act; (ii) in their opinion, the statement of assets and liabilities examined by them and included in the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Actpublished Rules and Regulations thereunder with respect to registration statements on Form SB-2; (iii) on the basis of certain indicated procedures (but not an examination made audit in accordance with generally accepted auditing standards) consisting accounting principles), including reading of the instruments of the Company and its Subsidiary set forth in the Prospectus, a reading of the latest available statement of assets and liabilities interim unaudited financial statements of the Fund (with an indication Company, whether or not appearing in the Prospectus, inquiries of the date officers of the latest available statement of assets Company or other persons responsible for its financial and liabilities), accounting matters regarding the specific items for which representations are requested below and a reading of the minutes of meetings and consents minute book of the shareholders and board of directors of the Fund and the committees thereof subsequent to _____, inquiries of officers and other employees of the Fund who have responsibility for financial and accounting matters of the Fund Company and its subsidiaries with respect Subsidiary, nothing has come to transactions and events subsequent their attention, except as disclosed in their letter, which would cause them to _____, and other specified procedures and inquiries believe that during the period from the last audited balance sheet included in the Registration Statement to a specified date not more than five two (2) days prior to the date of such letter: (i) there has been any material change in the financial position of the Company and its Subsidiary other than as contemplated by disclosures contained in the Prospectus; (ii) there has been any material change in the capital stock or surplus accounts of the Company and its Subsidiary or any payment or declaration of any dividend or other distribution in respect thereof or exchange therefor or in the debt of the Company and its Subsidiary from that shown in the Company's last audited balance sheet included in the Prospectus, nothing has come to their attention that would cause them to believe that: other than as contemplated by disclosures contained in the Prospectus; (Aiii) there have been any material decreases in working capital or net worth as compared with amounts shown in the Company's last audited balance sheet included in the Prospectus other than as contemplated by disclosures contained in the Prospectus; (iv) there have been any material decreases, as compared with amounts shown in the Company's last audited balance sheet included in the Prospectus, in the cash balances other than as contemplated by disclosures contained in the Prospectus; (v) the statement financial statements and schedules set forth in the Registration Statement and Prospectus do not present fairly the financial position and results of assets and liabilities operations of the Fund does not comply as to form in all material respects with Company and its Subsidiary for the applicable accounting requirements of the Act and the Company Act or that such statement of assets and liabilities is not fairly presented periods indicated in conformity with generally accepted accounting principles (except to the extent certain footnote disclosures have been omitted applied on a consistent basis, and are not in accordance with applicable rules all material respects a fair presentation of the Commission); and information purported to be shown; (Bvi) with respect to there is any material obligation or liability on the period subsequent to _____ there were, as part of the date of Company and its Subsidiary to fund any retirement plan maintained by the most recent available statement of assets and liabilities of the Fund and Company or its Subsidiary which is currently in effect, which obligation or liability is not otherwise reflected in Company's audited financial statements as of a specified date not more than five days prior to the date of such letter, any changes set forth in the capital stock or long-term indebtedness of Prospectus; and (vii) the Fund or decrease in the net assets or stockholders' equity of the Fund or that the Fund has incurred any long-term liabilitiesdollar amounts, in each case as compared with the amounts shown in the most recent statement of assets percentages and liabilities included other financial information set forth in the Registration Statement and Prospectus under the Prospectuscaptions "Summary," "The Offering," "Summary Consolidated Financial Data," "Risk Factors," "Use of Proceeds," "Capitalization," "Dilution," "Selected Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Business," "Summary Compensation," and "Certain Transactions," are not in agreement with the Company's general ledger, except for changes financial records or decreases which computations made by the Registration Statement and the Prospectus disclose have occurred or may occur or which are set forth in such letterCompany therefrom. The Such letter from Arthur Andersen LLP ("Accountant's Letter") shall also cover such additional other matters incident to the transactions contemplated by this Agreement in form satisfactory to the Representative as txx Xxxlxx Xxxxxer may the Representative reasonably requestrequests.

Accountants’ Letter. At the time this Agreement is executed and at the Closing Date, the Dealer Manager The Underwriter shall have received a letter addressed to it and dated the date of this Agreement and the date of completion of the offering, respectively, from Arthur Andersen LLPCoopers & Xxxxxxx L.L.P., independent public accountants for the XxxxCompany, dxxxx xx of the date of this Agreement and as of the Closing Date, addressed to the Dealer Manager and stating in form and substance satisfactory to the Dealer Manager, to the effect that: that (i) they are, and during the periods covered by their reports included in the Registration Statement and Prospectus they were, independent certified public accountants with respect to the Fund within Company they are independent public accountants with in the meaning of the Act1933 Act and the applicable published Rules and Regulations thereunder; (ii) in their opinion, the statement of assets and liabilities financial statements examined by them of the Company at all dates and for all periods referred to in their opinion and included in the Registration Statement and Prospectus, comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the Company Actpublished Rules and Regulations thereunder with respect to registration statements on Form N-2; (iii) on the basis of certain indicated procedures (but not an examination made in accordance with generally accepted auditing standards) consisting of accounting principles), including a reading of the latest available statement of assets and liabilities interim unaudited financial statements of the Fund (with an indication Company, if any, whether or not appearing in the Prospectus, inquiries of the date officers of the latest available statement of assets Company or other persons responsible for its financial and liabilities), accounting matters regarding the specific items for which representations are requested below and a reading of the minutes of meetings and consents minute books of the shareholders and board of directors of the Fund and the committees thereof subsequent to _____, inquiries of officers and other employees of the Fund who have responsibility for financial and accounting matters of the Fund and its subsidiaries with respect to transactions and events subsequent to _____, and other specified procedures and inquiries to a date not more than five days prior to the date of such letterCompany, nothing has come to their attention that which would cause them to believe that: that (A1) the statement of assets and liabilities of the Fund does not comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Act or that such statement of assets and liabilities is not fairly presented in conformity with generally accepted accounting principles (except to the extent certain footnote disclosures have been omitted in accordance with applicable rules of the Commission); and (B) with respect to during the period subsequent from the last audited balance sheet included in the Registration Statement to _____ there were, as of the date of the most recent available statement of assets and liabilities of the Fund and as of a specified date not more than five days prior to the date of such letter, letter (a) there has not been any changes change in the capital stock or long-term indebtedness other securities of the Fund Company or decrease any payment or declaration of any dividend or other distribution in respect thereof or exchange therefor from that shown on its audited balance sheets or in the debt of the Company form that shown in the Registration Statement or Prospectus other than as set forth in or contemplated by the Registration Statement or Prospectus; or (b) there have been any material decreases in the net current assets or stockholders' equity of the Fund or that the Fund has incurred any long-term liabilities, in each case net assets as compared with the amounts shown in the most recent statement of assets and liabilities last audited balance sheet included in the Prospectus so as to make said financial statements misleading; or that (2) any dollar amounts, percentages or other financial information set forth in the Registration Statement and Prospectus are not in agreement with the ProspectusCompany's general ledger, except for changes financial records or decreases which computations made by the Registration Statement and the Prospectus disclose have occurred or may occur or which are set forth in such letter. The letter from Arthur Andersen LLP shall cover such additional matters as txx Xxxlxx Xxxxxer may reasonably requestCompany therefrom.

Accountants’ Letter. At the time this Agreement is executed The Company shall direct and retain its independent auditors, Xxxxxx Xxxxxxxx LLP, to deliver to WEC at the Closing DateEffective Time of the Merger, the Dealer Manager shall have received a letter from Arthur Andersen LLP, independent public accountants for the Xxxx, dxxxx xx of the date of this Agreement and dated as of the Closing Datethat date, addressed to the Dealer Manager and WEC, in form and substance satisfactory to the Dealer ManagerWEC, to the effect that: stating in effect: (ia) that they are, and during the periods period covered by their reports report(s) relating to the financial statements included in or incorporated by reference into the Registration Proxy Statement and Prospectus they were, independent certified public accountants with respect to the Fund Company within the meaning of Regulation S-X under the Act; federal securities laws; (iib) that, in their opinion, the statement financial statements of assets and liabilities examined by them and the Company included in or incorporated by reference into the Registration Proxy Statement and covered by their report included therein or incorporated by reference therein comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the Company Act; rules and regulations thereunder with respect to proxy statements; (iiic) that, on the basis of procedures (but not an examination made in accordance with generally accepted auditing standards) consisting of a reading of the latest available statement of assets and liabilities unaudited consolidated interim financial statements of the Fund Company (with an indication of the date of the latest available statement of assets and liabilitiesunaudited interim financial statements), a reading of the latest available minutes of meetings and consents of the shareholders stockholders and board of directors of the Fund Company and the committees thereof subsequent to _____of the board and unanimous written consents thereof, if any, inquiries of to certain officers and other employees of the Fund who have responsibility Company responsible for financial and accounting matters of the Fund and its subsidiaries with respect to transactions and events subsequent to _____matters, and other specified procedures and inquiries to a date not more than five days prior to the date of such letterinquiries, nothing has come to their attention that would cause caused them to believe that: : (Ai) the statement of assets and liabilities unaudited consolidated financial statements of the Fund does Company included in the Proxy Statement do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the Company Act rules and regulations under the Exchange Act, or that such statement of assets and liabilities is unaudited financial statements were not fairly presented prepared in conformity accordance with generally accepted accounting principles (except to the extent certain footnote disclosures regarding any stub period may have been omitted in accordance with the applicable rules of the Commission); and (BSEC under the Exchange Act) consistent in all material respects with respect to those followed in the period subsequent to _____ there were, as preparation of the date audited financial statements of the most recent available statement of assets and liabilities Company included therein or incorporated by reference therein, or are not a fair presentation of the Fund information purported to be shown; or (ii) there was any change in the capital stock or debt of the Company or any decrease in the net current assets of stockholders' equity of the Company and as of a specified date not more than five 10 business days prior to the date of such letter, any changes in the capital stock or long-term indebtedness of the Fund or decrease in the net assets or stockholders' equity of the Fund or that the Fund has incurred any long-term liabilities, in each case as compared with the amounts shown in the most recent statement balance sheet of assets and liabilities included the Company at January 1, 1998, other than as disclosed in the Registration Statement and the Prospectus, except for changes this Agreement or decreases any change or decrease (which the Registration Statement and the Prospectus disclose have occurred or may occur or which are shall be set forth in such letter. The letter ) which WEC in its sole discretion shall accept; (d) that they have reviewed (in accordance with established professional standards and procedures under Rule 10-01(d) of SEC Regulation S-X) the Company's net sales, net earnings, and net earnings per share (on a basic and a fully diluted basis) of the Company's Common Stock during the period from Arthur Andersen LLP shall cover January 1, 1998 to October 3, 1998; (e) that they have reviewed (in accordance with established professional standards and procedures under Rule 10-01(d) of SEC Regulation (f) that they have compared specific numerical data and financial information pertaining to the Company set forth in the Proxy Statement, which have been specified by WEC prior to the date of this Agreement, to the extent that such additional matters as txx Xxxlxx Xxxxxer data and information may reasonably requestbe derived from the general accounting records of the Company, and excluding any questions requiring an interpretation by legal counsel, with the results obtained from the application of specified readings, inquiries, and other appropriate procedures (which procedures do not constitute an examination in accordance with generally accepted auditing standards) set forth in the letter, and found them to be in agreement.

Accountants’ Letter. At the time this Agreement is executed and at the Closing Date, the Dealer Manager The Representatives shall have received a letter from Arthur Andersen LLP, independent public accountants for at the Xxxx, dxxxx xx time of the date execution of this Agreement and as Agreement, of the Closing Date, addressed to the Dealer Manager and in form and substance satisfactory to the Dealer Manager, to the effect that: KPMG LLP (i“KPMG”) they are, and during the periods covered by their reports included in the Registration Statement and Prospectus they wereform approved by the Representatives before the execution of this Agreement, independent certified public accountants with respect to the Fund financial statements and certain financial information set forth in or incorporated by reference in the Registration Statements and Prospectus, which shall include the following statements: (1) they are an independent registered public accounting firm within the meaning of the Act; Act and the Securities Act Regulations; (ii2) in their opinion, opinion the statement of assets and liabilities financial statements examined by them and included in or incorporated by reference into the Registration Statements comply as to form in all material respects with the applicable requirements of the Act and the Securities Act Regulations; (3) they have performed the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in Statement of Auditing Standards No. 100, Interim Financial Information, on the unaudited financial statements included in or incorporated by reference into the Registration Statements and the Prospectus, if any; (4) on the basis of the review referred to in clause (3) above, a reading of the latest available interim financial statements of the Company and the Operating Partnership, inquiries of officials of the Company and the Operating Partnership who have responsibility for financial and accounting matters, and other specified procedures, nothing came to their attention that caused them to believe that: (a) the unaudited financial statements included in or incorporated by reference into the Registration Statements and the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the Company Act; Exchange Act Regulations or that any material modifications should be made to such unaudited financial statements for them to be in conformity with GAAP; (iiib) on the basis of procedures (but not an examination made in accordance with generally accepted auditing standards) consisting of a reading of the latest available statement of assets and liabilities of the Fund (with an indication of at the date of the latest available statement balance sheet read by such accountants, and at a subsequent specified date not more than three business days prior to the date of assets and liabilities)this Agreement, a reading there was (i) any change in the capital stock or any increase in debt of the minutes of meetings and consents Company or, at the date of the shareholders latest available balance sheet read by such accountants, there was any decrease in net assets or stockholders’ equity, as compared with amounts shown on the latest balance sheets included in or incorporated by reference into the Registration Statements and board of directors Prospectus or (ii) any change in the preferred units and general partners’ units or any increase in debt of the Fund and Operating Partnership or, at the committees thereof subsequent to _____, inquiries of officers and other employees date of the Fund latest available balance sheet read by such accountants, there was any decrease in total assets or total capital, as compared with amounts shown on the latest balance sheets included in or incorporated by reference into the Registration Statements and Prospectus; or (c) for the period from the closing date of the latest income statement included in or incorporated by reference into the Registration Statements and Prospectus to the closing date of the latest available income statement read by such accountants, and for the period from the closing date of the latest income statement included in or incorporated by reference into the Prospectus to a subsequent specified date not more than three business days prior to this Agreement, there were any decreases, as compared with the corresponding period of the previous year, in total revenues, income from operations or net income of the Company or the Operating Partnership. except in all cases set forth in one of the above clauses for changes, increases or decreases which the Registration Statements disclose have occurred or may occur or which are described in such letter; (5) they have read the unaudited pro forma financial statements, if any, included in or incorporated by reference into the Registration Statements and inquired of certain officials of the Company who have responsibility for financial and accounting matters and proved the arithmetic accuracy of the Fund and its subsidiaries with respect to transactions and events subsequent to _____application of the pro forma adjustments, and other specified procedures and inquiries to a date not more than five days prior to on the date basis of such letterthe procedures, nothing has come came to their attention that would cause caused them to believe that: (A) that the statement of assets and liabilities of pro forma financial statements included in or incorporated by reference into the Fund does Registration Statements do not comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Securities Act Regulations or that the pro forma adjustments have not been properly applied; and (6) they have compared specified dollar amounts (or percentages derived from such statement of assets dollar amounts) and liabilities is not fairly presented other financial information contained in conformity with generally accepted accounting principles the Registration Statements (except in each case to the extent certain footnote disclosures have been omitted in accordance with applicable rules that such dollar amounts, percentages and other financial information are derived from the general accounting records of the Commission); and (B) with respect Company subject to the period subsequent to _____ there were, as internal controls of the date of the most recent available statement of assets and liabilities of the Fund and as of Company’s accounting system, a specified date not more than five days prior to the date reading of such lettergeneral accounting records and other procedures specified in such letter and have found such dollar amounts, any changes percentages and other financial information to be in the capital stock or long-term indebtedness of the Fund or decrease in the net assets or stockholders' equity of the Fund or that the Fund has incurred any long-term liabilities, in each case as compared agreement with the amounts shown in the most recent statement of assets and liabilities included in the Registration Statement and the Prospectussuch results, except for changes or decreases which the Registration Statement and the Prospectus disclose have occurred or may occur or which are set forth as otherwise specified in such letter. The letter from Arthur Andersen LLP shall cover such additional matters as txx Xxxlxx Xxxxxer may reasonably request.

Accountants’ Letter. At the time this Agreement is executed and at as of the Closing Date and each Option Closing Date, as applicable, Xxxxxxxxx, Xxxxx & Co., the Dealer Manager shall have received a letter from Arthur Andersen LLP, current independent public accountants for the Xxxx, dxxxx xx of Company shall have furnished to the Underwriters a letter addressed to the Underwriters and dated the date of this Agreement and as of and/or the Closing Date, addressed to the Dealer Manager and each Option Closing Date, as applicable, in form and substance satisfactory to the Dealer ManagerRepresentative and counsel to the Representative, confirming that it is the independent public accountant with respect to the Company within the meaning of the Securities Act and the Regulations and published instructions, and stating to the effect that: : (i) they areIn its opinion, and during the periods covered by their reports audited financial statements included in the Registration Statement and Prospectus they werecovered by its report included therein, independent certified public accountants with respect to the Fund within the meaning of the Act; (ii) in their opinion, the statement of assets and liabilities examined by them and included in the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Company Act; Regulations and published instructions. (iiiii) on On the basis of procedures (but not an examination made in accordance with generally accepted auditing standards) consisting of a reading of the latest available statement of assets and liabilities of the Fund (with an indication of the date of the latest available statement of assets and liabilities), a reading of the minutes of the shareholders' and directors' meetings and consents of the shareholders and board of directors of the Fund and the committees thereof subsequent to _____Company since their respective inceptions, inquiries of officers and other employees officials of the Fund who have responsibility Company responsible for financial and accounting matters of the Fund and its subsidiaries with respect to transactions and events subsequent to _____matters, and other specified procedures and inquiries to a date not more than five days prior to the date of such letterinquiries, nothing has come came to their its attention that would cause them causing it to believe that: : (A) the statement of assets and liabilities of unaudited financial information set forth in the Fund Prospectus does not comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Company Act or that such statement of assets related published instructions and liabilities Regulations and is not fairly presented in conformity accordance with generally accepted accounting principles (except to applied on a basis consistent basis with the extent certain footnote disclosures have been omitted audited financial statements set forth in accordance with applicable rules of the Commission); and Prospectus, or (B) with respect to the period subsequent to _____ ___________, 1997, there were, as of the date of the most recent available statement of assets and liabilities of the Fund and as of at a specified date not more than five three business days prior to the date of such letter, any changes in the capital stock or long-term indebtedness debt obligations of the Fund Company, or decrease any changes or decreases in shareholders' equity, net assets, or current net assets of the Company, or any material adverse change in the net assets financial position, revenues, expenses, or stockholders' equity results of operations of the Fund or that the Fund has incurred any long-term liabilitiesCompany, in each case as compared with the amounts shown in the most recent statement balance sheet of assets and liabilities the Company included in the Registration Statement Statement. (iii) It has compared specific dollar amounts, numbers of shares of securities, percentages of revenues and earnings, and statements about other financial or statistical information pertaining to the Company set forth in the Prospectus, except for changes or decreases which in each case to the Registration Statement extent that such amounts, numbers, percentages, statements, and information may be derived from the Prospectus disclose have occurred or may occur or general accounting records, which are subject to the system of internal accounting controls, including worksheets, of the Company (and excluding any questions requiring an interpretation by legal counsel), with the results obtained from the application of specific readings, inquiries, and other appropriate procedures (which procedures do not constitute an examination in accordance with generally accepted auditing standards) set forth in such the letter. The letter from Arthur Andersen LLP shall cover such additional matters as txx Xxxlxx Xxxxxer may reasonably request, and found them to be in agreement.

Accountants’ Letter. At Subsidiary and Vendor shall have delivered to the time Purchaser on the date this Agreement is executed and at the Closing Date, the Dealer Manager shall have received a letter from Arthur Andersen LLP, independent public accountants for the Xxxx, dxxxx xx of on the date of this Agreement and the Closing, letters from Michel Dehors (the independent certified public accountants of Subsidiary), dated as of the Closing Datethose dates, addressed to the Dealer Manager and Purchaser, in form and substance satisfactory to the Dealer ManagerPurchaser, to the effect that: stating in effect: (ia) That they are, and during the periods pmiod covered by their reports included report(s) relating to the financial statements referred to in the Registration Statement and Prospectus Section 1.03 they were, independent certified public accountants with respect to the Fund Subsidiary within the meaning moaning of the Act; (ii) in their opinion, the statement of assets and liabilities examined by them and included in the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Company Actrules and regulations thereunder; and (iiib) That, on the basis of procedures (but not an examination made in accordance with generally accepted auditing standards) standards consisting of a reading of the latest available statement unaudited consolidated interim financial statements of assets and liabilities Subsidiary dated as of September 30 2002, a reading of the Fund latest available minutes of the stockholders and Boards of Directors of Subsidiary and unanimous written consents thereof, if any, inquiries, to certain officers and other employees of Subsidiary responsible for financial and accounting matters, and other specified procedures and inquiries, nothing has come to their attention that caused them to believe that (i) the unaudited consolidated financial statements of Subsidiary referred to in Section 1.03 were not prepared in accordance with an indication generally accepted accounting principles consistent in all material respects with those followed in the preparation of the audited consolidated financial statements of Subsidiary referred to herein or are not a fair presentation of the information purported to be shown; (ii) there was any change in tho capital stock or debt of Subsidiary or any decrease in the net current assets or stockholders’ equity of Subsidiary as of the date of the latest available statement consolidated monthly financial statements of assets and liabilities), Subsidiary or as of a reading of the minutes of meetings and consents of the shareholders and board of directors of the Fund and the committees thereof subsequent to _____, inquiries of officers and other employees of the Fund who have responsibility for financial and accounting matters of the Fund and its subsidiaries with respect to transactions and events subsequent to _____, and other specified procedures and inquiries to a date not more mom than five business days prior to the date of such letter, nothing has come to their attention that would cause them to believe that: (A) the statement of assets and liabilities of the Fund does not comply each as to form in all material respects compared with the applicable accounting requirements amounts shown in the Last Balance Sheet, other than as disclosed in this Agreement or any change or decrease (which shall be set forth in such letter) which the Purchaser in its sole discretion shall accept; or (iii) there was any decrease in consolidated net sales, net earnings, or net earning per share (on a primary or a fully diluted basis) of Subsidiary common stock during the Act and pmiod from the Company Act or that such statement of assets and liabilities is not fairly presented in conformity with generally accepted accounting principles (except Last Balance Sheet Date to the extent certain footnote disclosures have been omitted in accordance with applicable rules of the Commission); and (B) with respect to the period subsequent to _____ there were, as of the date of the most recent latest available statement consolidated monthly financial statements of assets and liabilities of the Fund and as of Subsidiary or to a specified date dam not more mom than five business days prior to the date of such letter, any changes in the capital stock or long-term indebtedness of the Fund or decrease in the net assets or stockholders' equity of the Fund or that the Fund has incurred any long-term liabilities, in each case as compared with the amounts shown corresponding period in the most recent statement of assets and liabilities included 2001, other than as disclosed in the Registration Statement and the Prospectus, except for changes this Agreement or decreases any decrease (which the Registration Statement and the Prospectus disclose have occurred or may occur or which are shall be set forth in such letter. The letter from Arthur Andersen LLP ) which the purchaser in its sole discretion shall cover such additional matters as txx Xxxlxx Xxxxxer may reasonably requestaccept.

Accountants’ Letter. At the time this Agreement is executed and at Eagle shall have received from Xxxxx, Hyde & Xxxxxxx, P.C., independent registered public accountants to Alliance, a letter dated the Closing Date, with respect to certain financial information regarding Alliance, which shall be substantially in the Dealer Manager shall have received a letter from Arthur Andersen LLP, independent public accountants for the Xxxx, dxxxx xx of the date of this Agreement and as of the Closing Date, addressed to the Dealer Manager and in form and substance satisfactory to the Dealer Manager, to the effect that: following form: (i) they are, and during the periods covered by their reports included in the Registration Statement and Prospectus they were, are independent certified public accountants with respect to the Fund within the meaning of the Act; Alliance; (ii) in their opinion, opinion the statement audited financial statements of assets and liabilities Alliance examined by them and included in the Registration Proxy Statement furnished to shareholders of Alliance, or subsequently provided to Eagle and/or the shareholders of Alliance, comply as to form in all material respects with the requirements applicable accounting requirements of the Act and the Company Act; thereto; (iii) on at the basis request of Alliance they have carried out procedures to a specified date not more than 5 business days prior to the Effective Time as follows: (but not an examination made in accordance with generally accepted auditing standards1) consisting read the unaudited financial statements of a reading of Alliance for the latest available statement of assets and liabilities of the Fund (with an indication of period from the date of the latest available statement most recent audited financial statements of assets and liabilities), a reading Alliance through the last day of the most recent calendar month ended prior to such specified date not more than 5 days prior to the Effective Time; (2) read the minutes of the meetings and consents of the shareholders and board of directors of the Fund Board of Directors (and all committees thereof) of Alliance from the committees thereof subsequent to _____, inquiries of officers and other employees date of the Fund who have responsibility for most recently audited financial and accounting matters of the Fund and its subsidiaries with respect to transactions and events subsequent to _____, and other specified procedures and inquiries statements to a date not more than five 5 days prior to the date Effective Time, and (3) consulted with certain officers and employees of Alliance responsible for financial and accounting matters as to whether there has been any change in Alliance stock or long-term debt, or any decrease in consolidated net assets or in the total or per-share amounts of net income of Alliance, and, based on such procedures and except as disclosed in such letter, nothing has come to their attention that which would cause them to believe that: : (A) the statement financial statements referred to in (1) above do not fairly present the financial position of assets Alliance and liabilities the results of its operations and changes in its financial position at the Fund does dates and for the periods referred to therein and are not comply as to form presented in conformity with GAAP applied on a basis consistent in all material respects with the applicable accounting requirements of the Act and the Company Act or that such statement of assets and liabilities is not fairly presented in conformity with generally accepted accounting principles (except to the extent certain footnote disclosures have been omitted in accordance with applicable rules of the Commission); and (B) with respect to the period subsequent to _____ there were, as of the date of the most recent available statement audited consolidated statements of assets and liabilities of the Fund and Alliance, except as expressly required by this Agreement or noted in such letter; (B) as of a specified said date not more than five 5 business days prior to the date of such letterEffective Time, there was any changes (x) change in the capital Alliance stock or long-term indebtedness debt of the Fund Alliance or decrease (y) decreases in the consolidated net assets or stockholders' equity of the Fund or that the Fund has incurred any long-term liabilitiesAlliance, in each case as compared with the amounts shown in the balance sheet of Alliance at the date of the most recent statement audited financial statements, or for the period from the date of assets and liabilities included the most recent financial statements to said date not more than 5 business days prior to the Effective Time, there were any decreases, as compared with the corresponding portion of the preceding fiscal year, in the Registration Statement and the Prospectustotal or per share amounts of income before extraordinary items or net income, except for changes or decreases which the Registration Statement and the Prospectus disclose have occurred or may occur or which are other than, in each case, as set forth in such letter. The parties hereto acknowledge and agree that the foregoing letter from Arthur Andersen LLP is not, and the contents shall cover such additional matters not be governed as txx Xxxlxx Xxxxxer may reasonably requesta, “comfort letter” as that term is used for purposes of Statement of Financial Accounting Standards No. 72, but is an agreed upon procedures letter.

Accountants’ Letter. At The Representatives shall have received from Xxxxxx & Xxxxxx a letter or letters dated, respectively, the time this Agreement is executed date hereof and at the Closing Date, the Dealer Manager shall have received a letter from Arthur Andersen LLP, independent public accountants for the Xxxx, dxxxx xx of the date of this Agreement and as of the Closing Date, addressed to the Dealer Manager and in form and substance satisfactory to the Dealer ManagerRepresentatives, to the effect that: : (ia) they are, and during the periods covered by their reports included in the Registration Statement and Prospectus they were, are independent certified public accountants with respect to the Fund Company within the meaning of the Act; Act and the Rules and Regulations; (iib) in their opinion, the statement of assets and liabilities examined financial statements audited by them and included in the Registration Statement and the Prospectus comply as to in form in all material respects with the applicable accounting requirements of the Act and the Company Actrelated published rules and regulations; (iiic) on the basis of a reading of the audited financial statements of the Company, for the years ended June 30, 1995 and June 30, 1996, and the unaudited financial statements of the Company for the period ended March 31, 1997, and the notes thereto, carrying out certain specified procedures (but which do not constitute an examination audit made in accordance with generally accepted auditing standards) consisting that would not necessarily reveal matters of a reading of significance with respect to the latest available statement of assets and liabilities of the Fund (with an indication of the date of the latest available statement of assets and liabilities)comments set forth in this paragraph, a reading of the minutes of meetings and consents minute books of the shareholders and shareholders, the board of directors and any committees thereof of the Fund Company, and the committees thereof subsequent to _____, inquiries of officers and other employees certain officials of the Fund Company who have responsibility for financial and accounting matters of the Fund and its subsidiaries with respect to transactions and events subsequent to _____, and other specified procedures and inquiries to a date not more than five days prior to the date of such lettermatters, nothing has come came to their attention that would cause caused them to believe that: (Ai) the statement of assets and liabilities unaudited condensed financial statements of the Fund does Company included in the Registration Statement and the Prospectus do not comply as to in form in all material respects with the applicable accounting requirements of the Act and the Company Act related published rules and regulations thereunder or that such statement of assets and liabilities is are not fairly presented in conformity with generally accepted accounting principles (except to the extent certain footnote disclosures have been omitted in accordance applied on a basis substantially consistent with applicable rules that of the Commission)audited financial statements included in the Registration Statement and the Prospectus; and (Bii) with respect to the period subsequent to _____ there were, as of the date of the most recent available statement of assets and liabilities of the Fund and as of at a specified specific date not more than five business days prior to the date of such letter, there were any changes in the capital stock or long-term indebtedness debt of the Fund Company or decrease any decreases in the net current assets or stockholders' equity of the Fund or that the Fund has incurred any long-term liabilitiesCompany, in each case as compared with the amounts shown in on the most recent statement of assets and liabilities March 31, 1997 balance sheet included in the Registration Statement and the Prospectus, or for the period from March 31, 1997 to such specified date there were any decreases, as compared with the corresponding period in the preceding year, in net sales, gross profit, selling, general and administrative expenses, employee plans and bonuses, income (loss) from operations, interest expenses, income (loss) before income taxes, provision (benefit) for income taxes, net income (loss) or net income (loss) per share of the Company, except in all instances for changes changes, decreases or increases set forth in such letter; and (d) they have carried out certain specified procedures, not constituting an audit, with respect to certain amounts, percentages and financial information that are derived from the general accounting records of the Company and are included in the Registration Statement and the Prospectus, and have compared such amounts, percentages and financial information with such records of the Company and with information derived from such records and have found them to be in agreement, excluding any questions of legal interpretation. In the event that the letters referred to above set forth any such changes, decreases which or increases, it shall be a further condition to the obligations of the Underwriters that such letters shall be accompanied by a written explanation of the Company as to the significance thereof, unless the Representatives deems such explanation unnecessary, and such changes, decreases or increases do not, in the sole judgment of the Representatives, make it impractical or inadvisable to proceed with the purchase and delivery of the Shares as contemplated by the Registration Statement, as amended as of the date hereof. References to the Registration Statement and the Prospectus disclose have occurred in this Section 7.4 with respect to either letter referred to above shall include any amendment or may occur or which are set forth in supplement thereto at the date of such letter. The letter from Arthur Andersen LLP shall cover such additional matters as txx Xxxlxx Xxxxxer may reasonably request.

Accountants’ Letter. At the time this Agreement is executed and at as of the Closing Date and each Option Closing Date, the Dealer Manager shall have received a letter from Arthur Andersen LLPas applicable, BDO Seidxxx, X.L.P., independent public accountants for the XxxxCompany and Consortium 2000, dxxxx xx of shall have furnished to the Underwriters a letter addressed to the Underwriters and dated the date of this Agreement and as of and/or the Closing Date, addressed to the Dealer Manager and each Option Closing Date, as applicable, in form and substance satisfactory to the Dealer ManagerUnderwriters and counsel to the Underwriters, confirming that it is the independent public accountants with respect to the Company and Consortium 2000 within the meaning of the Securities Act and the Regulations and published instructions, and stating to the effect that: : (i) they areIn its opinion, and during the periods covered by their reports audited financial statements included in the Registration Statement and Prospectus they werecovered by its report included therein, independent certified public accountants with respect to the Fund within the meaning of the Act; (ii) in their opinion, the statement of assets and liabilities examined by them and included in the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Company Act; Regulations and published instructions. (iiiii) on On the basis of procedures (but not an examination made in accordance with generally accepted auditing standards) consisting of a reading of the latest available statement of assets and liabilities of the Fund (with an indication of the date of the latest available statement of assets and liabilities), a reading of the minutes of the shareholders' and directors' meetings and consents of the shareholders Company and board of directors of the Fund and the committees thereof subsequent to _____Consortium 2000, since its inception, inquiries of officers and other employees officials of the Fund who have responsibility Company and Consortium 2000 responsible for financial and accounting matters of the Fund and its subsidiaries with respect to transactions and events subsequent to _____matters, and other specified procedures and inquiries to a date not more than five days prior to the date of such letterinquiries, nothing has come came to their its attention that would cause them causing it to believe that: : (A) the statement of assets and liabilities of unaudited financial information set forth in the Fund Prospectus does not comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Company Act or that such statement of assets related published instructions and liabilities Regulations and is not fairly presented in conformity accordance with generally accepted accounting principles (except to applied on a basis substantially consistent with the extent certain footnote disclosures have been omitted audited financial statements set forth in accordance with applicable rules of the Commission); and Prospectus, or (B) with respect to the period subsequent to _____ ______, 1996, there were, as of the date of the most recent available statement of assets and liabilities of the Fund and as of at a specified date not more than five three business days prior to the date of such letter, any changes in the capital stock or long-term indebtedness debt obligations of the Fund Company, any of its Subsidiaries or decrease Consortium 2000, or any changes or decreases in shareholders' equity, net assets, or current net assets of the Company, any of its Subsidiaries or Consortium 2000, or any material adverse change in the net assets financial position, revenues, expenses, or stockholders' equity results of operations of the Fund Company, any of its Subsidiaries or that the Fund has incurred any long-term liabilitiesConsortium 2000, in each case as compared with the amounts shown in the most recent statement balance sheet of assets and liabilities the Company, any such Subsidiary or Consortium 2000 included in the Registration Statement Statement. (iii) It has compared specific dollar amounts, numbers of shares of securities, percentages of revenues and earnings, and statements about other financial or statistical information pertaining to the Company and Consortium 2000 set forth in the Prospectus, except for changes or decreases which in each case to the Registration Statement extent that such amounts, numbers, percentages, statements, and information may be derived from the Prospectus disclose have occurred or may occur or general accounting records, which are subject to the system of internal accounting controls, including worksheets, of the Company and Consortium 2000 (and excluding any questions requiring an interpretation by legal counsel), with the results obtained from the application of specific readings, inquiries, and other appropriate procedures (which procedures do not constitute an examination in accordance with generally accepted auditing standards) set forth in such the letter. The letter from Arthur Andersen LLP shall cover such additional matters as txx Xxxlxx Xxxxxer may reasonably request, and found them to be in agreement.

Accountants’ Letter. At the time this Agreement is executed and at the Closing Date, the Dealer Manager The Underwriter shall have received a letter addressed to it and dated the date of this Agreement and the Closing Date, respectively, from Arthur Andersen LLPSpear, Safer, Xxxxxx & Co., independent public accountants for the XxxxCompany, dxxxx xx of the date of this Agreement and as of the Closing Date, addressed to the Dealer Manager and in form and substance satisfactory to the Dealer Manager, to the effect that: stating that (i) they are, and during the periods covered by their reports included in the Registration Statement and Prospectus they were, independent certified public accountants with respect to the Fund Company they are independent public accountants within the meaning of the ActAct and the applicable published Rules and Regulations thereunder and the response to Item 509 of Regulation S-K as reflected by the Registration Statement is correct insofar as it relates to them; (ii) in their opinion, the statement of assets and liabilities financial statements examined by them of the Company at all dates and for all periods referred to in their opinion and included in the Registration Statement and Prospectus, comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Actpublished Rules and Regulations thereunder with respect to registration statements on Form S-B2; (iii) on the basis of certain indicated procedures (but not an examination made in accordance with generally accepted auditing standards) consisting accounting principles), including examinations of the instruments of the Company set forth under "Capitalization" in the Prospectus, a reading of the latest available statement of assets and liabilities interim unaudited financial statements of the Fund (with an indication Company, whether or not appearing in the Prospectus, inquiries of the date officers of the latest available statement of assets Company or other persons responsible for its financial and liabilities), accounting matters regarding the specific items for which representations are requested below and a reading of the minutes of meetings and consents minute books of the shareholders and board of directors of the Fund and the committees thereof subsequent to _____, inquiries of officers and other employees of the Fund who have responsibility for financial and accounting matters of the Fund and its subsidiaries with respect to transactions and events subsequent to _____, and other specified procedures and inquiries to a date not more than five days prior to the date of such letterCompany, nothing has come to their attention that which would cause them to believe that: (A) the statement of assets and liabilities of the Fund does not comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Act or that such statement of assets and liabilities is not fairly presented in conformity with generally accepted accounting principles (except to the extent certain footnote disclosures have been omitted in accordance with applicable rules of the Commission); and (B) with respect to during the period subsequent from the last audited balance sheet included in the Registration Statement to _____ there were, as of the date of the most recent available statement of assets and liabilities of the Fund and as of a specified date not more than five days prior to the date of such letter, letter (a) there has been any changes change in the capital stock or long-term indebtedness other securities of the Fund Company or decrease any payment or declaration of any dividend or other distribution in respect thereof or exchange therefor from that shown on its audited balance sheets or in the debt of the Company from that shown or contemplated under "Capitalization" in the Registration Statement or Prospectus other than as set forth in or contemplated by the Registration Statement or Prospectus; (b) there have been any material decreases in net current assets or net assets or stockholders' equity of the Fund or that the Fund has incurred any long-term liabilities, in each case as compared with the amounts shown in the most recent statement last audited balance sheet included in the Prospectus so as to make said financial statements misleading; and (c) on the basis of assets the indicated procedures and liabilities included discussions referred to in clause (iii) above, nothing has come to their attention which, in their judgment, would cause them to believe or indicate that (1) the unaudited financial statements and schedules set forth in the Registration Statement and Prospectus do not present fairly the Prospectusfinancial position and results of the Company, except for changes or decreases which the periods indicated, in conformity with the generally accepted accounting principles applied on a consistent basis with the audited financial statements, and (2) the dollar amounts, percentages and other financial information set forth in the Registration Statement and Prospectus under the captions "Prospectus disclose have occurred Summary," "Risk Factors," "Dilution," "Capitalization," "Exchange Rates", "Remuneration," "Bridge Financing", "Business", "Principal Shareholders," and "Certain Relationships and Related Transactions" are not in agreement with the Company's general ledger, financial records or may occur or which are set forth in such letter. The letter from Arthur Andersen LLP shall cover such additional matters as txx Xxxlxx Xxxxxer may reasonably requestcomputations made by the Company therefrom.

Accountants’ Letter. At On the time date of this Agreement is executed and at the Closing DateAgreement, the Dealer Manager Agents shall have received be furnished with a letter from Arthur Andersen LLPletter, independent public accountants for the Xxxx, dxxxx xx of dated the date of this Agreement and as of the Closing Date, addressed to the Dealer Manager Board of Directors of the Company and in form and substance satisfactory to the Dealer ManagerAgents from the Independent Accountants, to the effect that: : (i) they are, and during the periods covered by their reports included in the Registration Statement and Prospectus they were, are independent certified public accountants with respect to the Fund Company within the meaning of the Act; Securities Act and the Securities Act Regulations; (ii) in their opinion, the statement of assets financial statements and liabilities examined supplemental schedules audited by them and included incorporated by reference in the Registration Statement Prospectus and included or incorporated by reference in the Company's most recent annual report on Form 10-K ("Form 10-K") comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the Company Act; Exchange Act Regulations; (iii) on the basis of (1) procedures performed, as specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in SAS No. 71, Interim Financial Information, on the unaudited balance sheets and related unaudited condensed statements of income, retained earnings and cash flows of the Company incorporated by reference in the Registration Statement and included in the 14 Company's quarterly reports on Form 10-Q since the filing of the most recent Form 10-K (but not an examination made collectively, "Forms 10-Q"), (2) a reading of the latest unaudited operating revenues and net income included or incorporated by reference in accordance with generally accepted auditing standardsthe Prospectus, (3) consisting of a reading of the latest available statement of assets and liabilities unaudited financial statements of the Fund Company, (with an indication of the date of the latest available statement of assets and liabilities), 4) a reading of the minutes of the meetings and consents of the shareholders stockholder, the Board of Directors and board of directors the Executive Committee of the Fund Board of Directors of the Company as set forth in the minute books since December 31, 1998, and the committees thereof subsequent to _____, (5) inquiries of officers and other employees certain officials of the Fund Company who have responsibility for financial and accounting matters (it being understood that the foregoing procedures do not constitute an audit made in accordance with generally accepted auditing standards and would not necessarily reveal matters of the Fund and its subsidiaries significance with respect to transactions and events subsequent to _____the comments made in such letter, and other specified procedures and inquiries to a date not more than five days prior accordingly that the Independent Accountants make no representations as to the date sufficiency of such letterprocedures for the Agents' purposes), nothing has come to their attention that would cause which caused them to believe that: that (A) the statement of assets and liabilities of unaudited financial statements included in the Fund does Forms 10-Q do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the Company Exchange Act Regulations, or that such statement any material modifications should be made to said unaudited financial statements for them to be in conformity with generally accepted accounting principles, (B) any material modifications should be made to the unaudited amounts of assets operating revenues and liabilities is not fairly presented net income for the most recent 12-month period included or incorporated by reference in the Registration Statement for them to be in conformity with generally accepted accounting principles or (except to the extent certain footnote disclosures have been omitted in accordance with applicable rules of the Commission); and (BC) with respect to the period subsequent to _____ there were, as of on the date of the most recent latest available statement of assets financial statements and liabilities of the Fund and as of on a specified date not more than five days prior to the date of such letterthis Agreement, as the case may be, there was any changes change in the capital common stock, preferred stock without mandatory redemption, preferred stock with mandatory redemption or long-term indebtedness of the Fund or decrease in the net assets or stockholders' equity of the Fund or that the Fund has incurred any debt (except for such stock and long-term liabilitiesdebt acquired for sinking fund purposes or redeemed pursuant to sinking fund provisions, or changes in obligations under capital leases incurred in the ordinary course of the Company's business), of the Company, or any decrease in its net assets (except as occasioned by the declaration of dividends), in each case as compared with the amounts shown in the most recent statement of assets and liabilities balance sheet included in the Registration Statement and the Prospectusmost recent Form 10-K or Form 10-Q, except in all instances for changes or decreases which the Registration Statement and the Prospectus disclose discloses have occurred or may occur occur; and (iv) they have proved the arithmetic accuracy of or which are set forth performed certain other procedures on (A) the (1) the dollar amounts under "Description of Senior Note Mortgage Bonds - General" and " - Dividend Restrictions" and (2) the ratios of earnings to fixed charges under "Ratios of Earnings to Fixed Charges"; (B) the following items contained in such letter. The letter from Arthur Andersen LLP shall cover such additional matters as txx Xxxlxx Xxxxxer may reasonably requestthe most recent Form 10-K and incorporated by reference in the Registration Statement: (1) the dollar amounts and the ratios in the Statements Showing Computation of Ratios of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends based on SEC Regulation S-K, Item 503 for the most recent period therein, and (2) the percentages under: "Part I - Item 1 - Business" with respect to sales and operating revenue by customer category; and (C) unless superseded by a more recent Form 10-K, the following items contained in the most recent Form 10-Q and incorporated by reference in the Registration Statement: the dollar amounts and the ratios in the Statements Showing Computation of Ratios of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends based on SEC Regulation S-K, Item 503.

Accountants’ Letter. At the time this Agreement is executed and at FCNB shall have received from Xxxxxxxx Associates, independent public accountants to Harbor, a letter dated the Closing Date, with respect to certain financial information regarding Harbor, which shall be substantially in the Dealer Manager shall have received a letter from Arthur Andersen LLP, independent public accountants for the Xxxx, dxxxx xx of the date of this Agreement and as of the Closing Date, addressed to the Dealer Manager and in form and substance satisfactory to the Dealer Manager, to the effect that: following form: (i) they are, and during the periods covered by their reports included in the Registration Statement and Prospectus they were, are independent certified public accountants with respect to the Fund within the meaning of the Act; Harbor; (ii) in their opinion, opinion the statement audited financial statements of assets and liabilities Harbor examined by them and included in the Registration Proxy Statement furnished to shareholders of Harbor, or subsequently provided to FCNB and/or the shareholders of Harbor, comply as to form in all material respects with the requirements applicable accounting requirements of the Act and the Company Act; thereto; (iii) on at the basis request of Harbor they have carried out procedures to a specified date not more than five business days prior to the Effective Time as follows: (but not an examination made in accordance with generally accepted auditing standards1) consisting read the unaudited financial statements of a reading of Harbor for the latest available statement of assets and liabilities of the Fund (with an indication of period from the date of the latest available statement most recent audited financial statements of assets and liabilities), a reading Harbor through the last day of the minutes of meetings and consents of the shareholders and board of directors of the Fund and the committees thereof subsequent most recent calendar month ended prior to _____, inquiries of officers and other employees of the Fund who have responsibility for financial and accounting matters of the Fund and its subsidiaries with respect to transactions and events subsequent to _____, and other such specified procedures and inquiries to a date (not more than five days prior to the Effective Time; (2) read the minutes of the meetings of the shareholders and of the Board of Directors (and all committees thereof) of Harbor from the date of the most recently audited financial statements to a date not more than five business days prior to the Effective Time, and (3) consulted with certain officers and employees of Harbor responsible for financial and accounting matters as to whether there has been any change in capital stock or long-term debt, or any decrease in consolidated net assets or in the total or per-share amounts of net income of Harbor, and, based on such procedures and except as disclosed in such letter, nothing has come to their attention that which would cause them to believe that: : (A) the statement financial statements referred to in (1) above do not fairly present the financial position of assets and liabilities of the Fund does not comply as to form in all material respects with the applicable accounting requirements of the Act Harbor and the Company Act or that such statement results of assets its operations and liabilities is changes in its financial position at the dates and for the periods referred to therein and are not fairly presented in conformity with generally accepted accounting principles (except to the extent certain footnote disclosures have been omitted applied on a basis consistent in accordance all material respects with applicable rules that of the Commission); and audited consolidated statements of Harbor at June 30, 1995, except as expressly required by this Agreement or noted in such letter; (B) with respect to the period subsequent to _____ there were, as of the date of the most recent available statement of assets and liabilities of the Fund and as of a specified said date not more than five business days prior to the date of such letterEffective Time, there was any changes (x) change in the capital stock or long-term indebtedness debt of the Fund Harbor or decrease (y) decreases in the consolidated net assets or stockholders' equity of the Fund or that the Fund has incurred any long-term liabilitiesHarbor, in each case as compared with the amounts shown in the balance sheet of Harbor at the date of the most recent statement audited financial statements, or for the period from the date of assets and liabilities included the most recent financial statements to said date not more than five business days prior to the Effective Time, there were any decreases, as compared with the corresponding portion of the preceding fiscal year, in the Registration Statement and the Prospectustotal or per share amounts of income before extraordinary items or net income, except for changes or decreases which the Registration Statement and the Prospectus disclose have occurred or may occur or which are other than, in each case, as set forth in such letter. The letter from Arthur Andersen LLP ; (C) the consolidated financial statements of Harbor for the quarter immediately preceding the Effective Time are not prepared in accordance with generally accepted accounting principles, and, based on a review of the interim financial statements of Harbor and upon due inquiry made of the management of Harbor, that material modifications should be made to such financial statements for them to be in conformity with generally accepted accounting principles as of said date not more than five business days prior to the Effective Time, except as noted in such letter, provided, however, that if Harbor is not required to prepare, and has not prepared, consolidated financial statements in accordance with generally accepted accounting principles with respect to the quarter immediately preceding the Effective Time, then the belief expressed in accordance with this subsection (C) shall cover be with respect to the most recent Thrift Financial Report (or comparable report) filed by Odenton prior to the Effective Time and the pertinent regulatory and/or other accounting principles in accordance with which such additional matters report is prepared; (D) based upon the information available as txx Xxxlxx Xxxxxer may of such date, the reserve for possible credit losses established by Harbor is not adequate to absorb reasonably requestanticipated losses in the loan and leasing portfolio of Harbor in view of the size and character of such portfolios, then current economic conditions and other pertinent factors; and (E) there are any contingent liabilities which could have a materially adverse effect on the assets, business or prospects of Harbor or any Harbor Subsidiary other than as disclosed in the most recent audited financial statements for Harbor or other than, in each case, as disclosed in said letter.

Accountants’ Letter. At On the time date of this Agreement is executed and at the Closing DateAgreement, the Dealer Manager Agents shall have received be furnished with a letter from Arthur Andersen LLPletter, independent public accountants for the Xxxx, dxxxx xx of dated the date of this Agreement and as of the Closing Date, addressed to the Dealer Manager Board of Directors of the Company and in form and substance satisfactory to the Dealer ManagerAgents from the Independent Accountants, to the effect that: : (i) they are, and during the periods covered by their reports included in the Registration Statement and Prospectus they were, are independent certified public accountants with respect to the Fund Company within the meaning of the Act; Securities Act and the Securities Act Regulations; (ii) in their opinion, the statement of assets financial statements and liabilities examined supplemental schedules audited by them and included incorporated by reference in the Registration Statement Prospectus and included or incorporated by reference in the Company's most recent Form 10-K comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the Company Act; Exchange Act Regulations; (iii) on the basis of (1) procedures performed, as specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in SAS No. 71, Interim Financial Information, on the unaudited balance sheets and related unaudited condensed statements of income, retained earnings and cash flows of the Company incorporated by reference in the Registration Statement and included in the Company's quarterly reports on Form 10-Q since the filing of the most recent Form 10-K (but not an examination made collectively, "Form 10-Qs"), (2) a reading of the latest unaudited operating revenues and net income included or incorporated by reference in accordance with generally accepted auditing standardsthe Prospectus, (3) consisting of a reading of the latest available statement of assets and liabilities unaudited financial statements of the Fund Company, (with an indication of the date of the latest available statement of assets and liabilities), 4) a reading of the minutes of the meetings and consents of the shareholders stockholder, the Board of Directors and board of directors the Executive Committee of the Fund Board of Directors of the Company as set forth in the minute books since December 31, 1998, and the committees thereof subsequent to _____, (5) inquiries of officers and other employees certain officials of the Fund Company who have responsibility for financial and accounting matters (it being understood that the foregoing procedures do not constitute an audit made in accordance with generally accepted auditing standards and would not necessarily reveal matters of the Fund and its subsidiaries significance with respect to transactions and events subsequent to _____the comments made in such letter, and other specified procedures and inquiries to a date not more than five days prior accordingly that the Independent Accountants make no representations as to the date sufficiency of such letterprocedures for the Agents' purposes), nothing has come to their attention that would cause which caused them to believe that: that (A) the statement of assets and liabilities of unaudited financial statements included in the Fund does Form 10-Qs do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the Company Exchange Act Regulations, or that such statement any material modifications should be made to said unaudited financial statements for them to be in conformity with generally accepted accounting principles, (B) any material modifications should be made to the unaudited amounts of assets operating revenues and liabilities is not fairly presented net income for the most recent 12-month period included or incorporated by reference in the Registration Statement for them to be in conformity with generally accepted accounting principles or (except to the extent certain footnote disclosures have been omitted in accordance with applicable rules of the Commission); and (BC) with respect to the period subsequent to _____ there were, as of on the date of the most recent latest available statement of assets financial statements and liabilities of the Fund and as of on a specified date not more than five days prior to the date of such letterthis Agreement, as the case may be, there was any changes change in the capital common stock, preferred stock without mandatory redemption, preferred stock with mandatory redemption or long-term indebtedness of the Fund or decrease in the net assets or stockholders' equity of the Fund or that the Fund has incurred any debt (except for such stock and long-term liabilitiesdebt acquired for sinking fund purposes or redeemed pursuant to sinking fund provisions, or changes in obligations under capital leases incurred in the ordinary course of the Company's business), of the Company, or any decrease in its net assets (except as occasioned by the declaration of dividends), in each case as compared with the amounts shown in the most recent statement of assets and liabilities balance sheet included in the Registration Statement and the Prospectusmost recent Form 10-K or Form 10-Q, except in all instances for changes or decreases which the Registration Statement and the Prospectus disclose discloses have occurred or may occur occur; and (iv) they have proved the arithmetic accuracy of or which are set forth performed certain other procedures on (A) the following items contained in such letter. The letter from Arthur Andersen LLP shall cover such additional matters as txx Xxxlxx Xxxxxer may reasonably requestthe Registration Statement and Prospectus: (1) the dollar amounts under "Description of Senior Note Mortgage Bonds - General" and " Dividend Restrictions" and (2) the ratios of earnings to fixed charges under "Ratios of Earnings to Fixed Charges"; (B) the following items contained in the most recent Form 10-K and incorporated by reference in the Registration Statement: (1) the dollar amounts and the ratios in the Statements Showing Computation of Ratios of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends based on SEC Regulation S-K, Item 503 for the most recent period therein, and (2) the percentages under: "Part I - Item 1 - Business" with respect to sales and operating revenue by customer category; and (C) unless superseded by a more recent Form 10-K, the following items contained in the most recent Form 10-Q and incorporated by reference in the Registration Statement: the dollar amounts and the ratios in the Statements Showing Computation of Ratios of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends based on SEC Regulation S-K, Item 503.

Accountants’ Letter. At the time this Agreement is executed and at the Closing Date, the Dealer Manager The Underwriter shall have received a letter from Arthur Andersen LLP, independent public accountants for the Xxxx, dxxxx xx of addressed to it and dated the date of this Agreement and as of the Closing Date, addressed to respectively, from Spear, Safer, Harmon & Co. independent publix xxxxuntants for the Dealer Manager and in form and substance satisfactory to the Dealer ManagerCompany, to the effect that: stating that (i) they are, and during the periods covered by their reports included in the Registration Statement and Prospectus they were, independent certified public accountants with respect to the Fund Company they are independent public accountants within the meaning of the ActAct and the applicable published Rules and Regulations thereunder and the response to Item 509 of Regulation S-K as reflected by the Registration Statement is correct insofar as it relates to them; (ii) in their opinion, the statement of assets and liabilities financial statements examined by them of the Company at all dates and for all periods referred to in their opinion and 37 included in the Registration Statement and Prospectus, comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Actpublished Rules and Regulations thereunder with respect to registration statements on Form S-B2; (iii) on the basis of certain indicated procedures (but not an examination made in accordance with generally accepted auditing standards) consisting accounting principles), including examinations of the instruments of the Company set forth under "Capitalization" in the Prospectus, a reading of the latest available statement of assets and liabilities interim unaudited financial statements of the Fund (with an indication Company, whether or not appearing in the Prospectus, inquiries of the date officers of the latest available statement of assets Company or other persons responsible for its financial and liabilities), accounting matters regarding the specific items for which representations are requested below and a reading of the minutes of meetings and consents minute books of the shareholders and board of directors of the Fund and the committees thereof subsequent to _____, inquiries of officers and other employees of the Fund who have responsibility for financial and accounting matters of the Fund and its subsidiaries with respect to transactions and events subsequent to _____, and other specified procedures and inquiries to a date not more than five days prior to the date of such letterCompany, nothing has come to their attention that which would cause them to believe that: (A) the statement of assets and liabilities of the Fund does not comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Act or that such statement of assets and liabilities is not fairly presented in conformity with generally accepted accounting principles (except to the extent certain footnote disclosures have been omitted in accordance with applicable rules of the Commission); and (B) with respect to during the period subsequent from the last audited balance sheet included in the Registration Statement to _____ there were, as of the date of the most recent available statement of assets and liabilities of the Fund and as of a specified date not more than five days prior to the date of such letter, letter (a) there has been any changes change in the capital stock or long-term indebtedness other securities of the Fund Company or decrease any payment or declaration of any dividend or other distribution in respect thereof or exchange therefor from that shown on its audited balance sheets or in the debt of the Company from that shown or contemplated under "Capitalization" in the Registration Statement or Prospectus other than as set forth in or contemplated by the Registration Statement or Prospectus; (b) there have been any material decreases in net current assets or net assets or stockholders' equity of the Fund or that the Fund has incurred any long-term liabilities, in each case as compared with the amounts shown in the most recent statement of assets and liabilities last audited balance sheet included in the Registration Statement Prospectus so as to make said financial statements misleading; and (c) on the Prospectusbasis of the indicated procedures and discussions referred to in clause (iii) above, except for changes nothing has come to their attention which, in their judgment, would cause them to believe or decreases which indicate that (1) the Registration Statement and the Prospectus disclose have occurred or may occur or which are set forth in such letter. The letter from Arthur Andersen LLP shall cover such additional matters as txx Xxxlxx Xxxxxer may reasonably request.unaudited financial

Accountants’ Letter. At the time this Agreement is executed and at the Closing Date, the Dealer Manager The Representatives shall have received a letter from Arthur Andersen LLP, independent public accountants for at the Xxxx, dxxxx xx time of the date execution of this Agreement and as Agreement, of KPMG LLP (“KPMG”) in the Closing Dateform approved by the Representatives before the execution of this Agreement, addressed with respect to the Dealer Manager financial statements and certain financial information set forth in form and substance satisfactory to the Dealer Manager, to the effect that: (i) they are, and during the periods covered or incorporated by their reports included reference in the Registration Statement and Prospectus Prospectus, which shall include the following statements: (1) they were, are an independent certified registered public accountants with respect to the Fund accounting firm within the meaning of the Act; Act and the Securities Act Regulations; (ii2) in their opinion, opinion the statement of assets and liabilities financial statements examined by them and included in or incorporated by reference into the Registration Statements comply as to form in all material respects with the applicable requirements of the Act and the Securities Act Regulations; (3) they have performed the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in Statement of Auditing Standards No. 100, Interim Financial Information, on the unaudited financial statements included in or incorporated by reference into the Registration Statements and the Prospectus; (4) on the basis of the review referred to in clause (3) above, a reading of the latest available interim financial statements of the Company and the Operating Partnership, inquiries of officials of the Company and the Operating Partnership who have responsibility for financial and accounting matters, and other specified procedures, nothing came to their attention that caused them to believe that: (a) the unaudited financial statements included in or incorporated by reference into the Registration Statements and the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the Company Act; Exchange Act Regulations or that any material modifications should be made to such unaudited financial statements for them to be in conformity with GAAP; (iiib) on the basis of procedures (but not an examination made in accordance with generally accepted auditing standards) consisting of a reading of the latest available statement of assets and liabilities of the Fund (with an indication of at the date of the latest available statement balance sheet read by such accountants, and at a subsequent specified date not more than three business days prior to the date of assets and liabilities)this Agreement, a reading there was (i) any change in the capital stock or any increase in debt of the minutes of meetings and consents Company or, at the date of the shareholders latest available balance sheet read by such accountants, there was any decrease in total assets or total equity, as compared with amounts shown on the latest balance sheets included in or incorporated by reference into the Registration Statements and board of directors Prospectus or (ii) any change in the preferred units and general partners’ units or any increase in debt of the Fund and Operating Partnership or, at the committees thereof subsequent to _____, inquiries of officers and other employees date of the Fund latest available balance sheet read by such accountants, there was any decrease in total assets or total capital, as compared with amounts shown on the latest balance sheets included in or incorporated by reference into the Registration Statements and Prospectus; or (c) for the period from the closing date of the latest income statement included in or incorporated by reference into the Registration Statements and Prospectus to the closing date of the latest available income statement read by such accountants, and for the period from the closing date of the latest income statement included in or incorporated by reference into the Prospectus to a subsequent specified date not more than three business days prior to this Agreement, there were any decreases, as compared with the corresponding period of the previous year, in total revenues, income from operations or net income of the Company or the Operating Partnership. except in all cases set forth in one of the above clauses for changes, increases or decreases which the Registration Statements and Prospectus disclose have occurred or may occur or which are described in such letter; (5) they have read the unaudited pro forma financial statements, if any, included in or incorporated by reference into the Registration Statements and inquired of certain officials of the Company who have responsibility for financial and accounting matters and proved the arithmetic accuracy of the Fund and its subsidiaries with respect to transactions and events subsequent to _____application of the pro forma adjustments, and other specified procedures and inquiries to a date not more than five days prior to on the date basis of such letterthe procedures, nothing has come came to their attention that would cause caused them to believe that: (A) that the statement of assets and liabilities of pro forma financial statements included in or incorporated by reference into the Fund does Registration Statements do not comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Securities Act Regulations or that the pro forma adjustments have not been properly applied; and (6) they have compared specified dollar amounts (or percentages derived from such statement of assets dollar amounts) and liabilities is not fairly presented other financial information contained in conformity with generally accepted accounting principles the Registration Statements (except in each case to the extent certain footnote disclosures have been omitted in accordance with applicable rules that such dollar amounts, percentages and other financial information are derived from the general accounting records of the Commission); and (B) with respect Company subject to the period subsequent to _____ there were, as internal controls of the date of the most recent available statement of assets and liabilities of the Fund and as of Company’s accounting system, a specified date not more than five days prior to the date reading of such lettergeneral accounting records and other procedures specified in such letter and have found such dollar amounts, any changes percentages and other financial information to be in the capital stock or long-term indebtedness of the Fund or decrease in the net assets or stockholders' equity of the Fund or that the Fund has incurred any long-term liabilities, in each case as compared agreement with the amounts shown in the most recent statement of assets and liabilities included in the Registration Statement and the Prospectussuch results, except for changes or decreases which the Registration Statement and the Prospectus disclose have occurred or may occur or which are set forth as otherwise specified in such letter. The letter from Arthur Andersen LLP shall cover such additional matters as txx Xxxlxx Xxxxxer may reasonably request.

Accountants’ Letter. At the time this Agreement is executed and at the Closing Date, the Dealer Manager The Representatives shall have received a letter from Arthur Andersen LLP, independent public accountants for at the Xxxx, dxxxx xx time of the date execution of this Agreement and as Agreement, of the Closing Date, addressed to the Dealer Manager and in form and substance satisfactory to the Dealer Manager, to the effect that: KPMG LLP (i“KPMG”) they are, and during the periods covered by their reports included in the Registration Statement and Prospectus they wereform approved by the Representatives before the execution of this Agreement, independent certified public accountants with respect to the Fund financial statements and certain financial information set forth in or incorporated by reference in the Registration Statements and Prospectus, which shall include the following statements: (1) they are an independent registered public accounting firm within the meaning of the Act; Act and the Securities Act Regulations; (ii2) in their opinion, opinion the statement of assets and liabilities financial statements examined by them and included in or incorporated by reference into the Registration Statements comply as to form in all material respects with the applicable requirements of the Act and the Securities Act Regulations; (3) they have performed the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in Statement of Auditing Standards No. 100, Interim Financial Information, on the unaudited financial statements included in or incorporated by reference into the Registration Statements and the Prospectus, if any; (4) on the basis of the review referred to in clause (3) above, a reading of the latest available interim financial statements of the Company and the Operating Partnership, inquiries of officials of the Company and the Operating Partnership who have responsibility for financial and accounting matters, and other specified procedures, nothing came to their attention that caused them to believe that: (a) the unaudited financial statements included in or incorporated by reference into the Registration Statements and the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the Company Act; Exchange Act Regulations or that any material modifications should be made to such unaudited financial statements for them to be in conformity with GAAP; (iiib) on the basis of procedures (but not an examination made in accordance with generally accepted auditing standards) consisting of a reading of the latest available statement of assets and liabilities of the Fund (with an indication of at the date of the latest available statement balance sheet read by such accountants, and at a subsequent specified date not more than three business days prior to the date of assets and liabilities)this Agreement, a reading there was (i) any change in the capital stock or any increase in debt of the minutes of meetings and consents Company or, at the date of the shareholders latest available balance sheet read by such accountants, there was any decrease in total assets or total equity, as compared with amounts shown on the latest balance sheets included in or incorporated by reference into the Registration Statements and board of directors Prospectus or (ii) any change in the preferred units and general partners’ units or any increase in debt of the Fund and Operating Partnership or, at the committees thereof subsequent to _____, inquiries of officers and other employees date of the Fund latest available balance sheet read by such accountants, there was any decrease in total assets or total capital, as compared with amounts shown on the latest balance sheets included in or incorporated by reference into the Registration Statements and Prospectus; or (c) for the period from the closing date of the latest income statement included in or incorporated by reference into the Registration Statements and Prospectus to the closing date of the latest available income statement read by such accountants, and for the period from the closing date of the latest income statement included in or incorporated by reference into the Prospectus to a subsequent specified date not more than three business days prior to this Agreement, there were any decreases, as compared with the corresponding period of the previous year, in total revenues, income from operations or net income of the Company or the Operating Partnership. except in all cases set forth in one of the above clauses for changes, increases or decreases which the Registration Statements and Prospectus disclose have occurred or may occur or which are described in such letter; (5) they have read the unaudited pro forma financial statements, if any, included in or incorporated by reference into the Registration Statements and inquired of certain officials of the Company who have responsibility for financial and accounting matters and proved the arithmetic accuracy of the Fund and its subsidiaries with respect to transactions and events subsequent to _____application of the pro forma adjustments, and other specified procedures and inquiries to a date not more than five days prior to on the date basis of such letterthe procedures, nothing has come came to their attention that would cause caused them to believe that: (A) that the statement of assets and liabilities of pro forma financial statements included in or incorporated by reference into the Fund does Registration Statements do not comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Securities Act Regulations or that the pro forma adjustments have not been properly applied; and (6) they have compared specified dollar amounts (or percentages derived from such statement of assets dollar amounts) and liabilities is not fairly presented other financial information contained in conformity with generally accepted accounting principles the Registration Statements (except in each case to the extent certain footnote disclosures have been omitted in accordance with applicable rules that such dollar amounts, percentages and other financial information are derived from the general accounting records of the Commission); and (B) with respect Company subject to the period subsequent to _____ there were, as internal controls of the date of the most recent available statement of assets and liabilities of the Fund and as of Company’s accounting system, a specified date not more than five days prior to the date reading of such lettergeneral accounting records and other procedures specified in such letter and have found such dollar amounts, any changes percentages and other financial information to be in the capital stock or long-term indebtedness of the Fund or decrease in the net assets or stockholders' equity of the Fund or that the Fund has incurred any long-term liabilities, in each case as compared agreement with the amounts shown in the most recent statement of assets and liabilities included in the Registration Statement and the Prospectussuch results, except for changes or decreases which the Registration Statement and the Prospectus disclose have occurred or may occur or which are set forth as otherwise specified in such letter. The letter from Arthur Andersen LLP shall cover such additional matters as txx Xxxlxx Xxxxxer may reasonably request.

Accountants’ Letter. At the time this Agreement is executed and at the Closing Date, the Dealer Manager Vail Banks shall have received a letter from Arthur Andersen LLPFortner Baynes Levkulicx & Xxxxxxx, independent public accountants for the XxxxX.X., dxxxx xx of the date of this Agreement and as of xxxxx the Closing Date, addressed to the Dealer Manager and in form and substance satisfactory to the Dealer Manager, to the effect that: (i) At the request of the Company they are, and during the periods covered by their reports included in the Registration Statement and Prospectus they were, independent certified public accountants with respect have carried out procedures to a specified date not more than five business days prior to the Fund within the meaning of the Act; (ii) in their opinionClosing Date, the statement of assets and liabilities examined by them and included in the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Act; (iii) on the basis of which procedures (but did not constitute an examination made in accordance with generally accepted auditing standards) consisting of a reading , of the latest available statement of assets and liabilities financial statements of the Fund Company, as follows: (with an indication a) read the unaudited balance sheets and statements of income of the Company and United Valley Bank from December 31, 1999 through the date of the latest most recent monthly financial statements available statement in the ordinary course of assets and liabilities), a reading of business; (b) read the minutes of the meetings of shareholders and consents Board of Directors of the shareholders Company and board of directors of United Valley Bank from December 31, 1999 to said date not more than five business days prior to the Fund Closing Date; and the committees thereof subsequent to _____, inquiries of (c) consulted with certain officers and other employees of the Fund who have responsibility Company and United Valley Bank responsible for financial and accounting matters of the Fund and its subsidiaries with respect to transactions and events subsequent to _____and, and other specified procedures and inquiries to a date not more than five days prior to the date of based on such letterprocedures, nothing has come to their attention that which would cause them to believe that: that (Ai) the statement such unaudited interim balance sheets and statements of assets and liabilities of the Fund does not comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Act or that such statement of assets and liabilities is income are not fairly presented in conformity with generally accepted accounting principles (except to the extent certain footnote disclosures have been omitted in accordance applied on a basis consistent with applicable rules that of the Commission); and 1999 Financial Statements, (Bii) with respect to the period subsequent to _____ there were, as of the date of the most recent available statement of assets and liabilities of the Fund and as of a specified said date not more than five business days prior to the date of such letterClosing Date the shareholders' equity, any changes in the capital stock or long-term indebtedness debt, reserve for possible loan losses and total assets of the Fund or decrease in the net assets or stockholders' equity of the Fund or that the Fund has incurred any long-term liabilitiesCompany, in each case as compared with the amounts shown in the most recent statement 1999 Financial Statements, are not different except as set forth in such letter, or (iii) for the period from December 31, 1999 to said date not more than five business days prior to the Closing Date, the net interest income, total and per share amounts of assets consolidated income (before extraordinary items) and liabilities included in net income of the Registration Statement and Company, as compared with the Prospectuscorresponding portion of the preceding 12-month period, are not different except for changes or decreases which the Registration Statement and the Prospectus disclose have occurred or may occur or which are as set forth in such letter. The letter from Arthur Andersen LLP Company's accountants shall cover such additional matters provide the Net Worth determination of the Company for the Purchase Price determination and will calculate the Purchase Price as txx Xxxlxx Xxxxxer may reasonably requestof Closing and for the post-Closing adjustment within twenty (20) days after the Closing.

Accountants’ Letter. At The Underwriter shall have received at the time this Agreement is executed and at the on each Closing Date, signed letters from PricewaterhouseCoopers LLP addressed to the Dealer Manager shall have received a letter from Arthur Andersen LLPUnderwriter and dated, independent public accountants for the Xxxxrespectively, dxxxx xx of the date of this Agreement and as of the each Closing Date, addressed to the Dealer Manager and in form and substance scope reasonably satisfactory to the Dealer ManagerUnderwriter, with reproduced copies or signed counterparts thereof for the Underwriter confirming that they are independent accountants within the meaning of the Securities Act and the Regulations, that the response to Item 10 of the Registration Statement is correct in so far as it relates to them and stating in effect that: : (i) they are, in their opinion the audited financial statements and during the periods covered financial statement schedules included or incorporated by their reports included reference in the Registration Statement and the Prospectus they were, independent certified public accountants with respect to the Fund within the meaning of the Act; (ii) in their opinion, the statement of assets and liabilities examined reported on by them and included in the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the Securities Act, the Exchange Act and the Company Act; Rules and Regulations; (iiiii) on the basis of procedures (but not an examination made in accordance with generally accepted auditing standards) consisting of a reading of the latest available statement of assets amounts included in the Registration Statement and liabilities of the Fund (with an indication of the date of the latest available statement of assets and liabilities)Prospectus, a reading of the minutes of the meetings and consents of the shareholders and board of directors of the Fund Company, and the committees thereof subsequent to _____, inquiries of officers and other employees certain officials of the Fund Company who have responsibility for financial and accounting matters of the Fund and its subsidiaries with respect Company as to transactions and events subsequent to _____, and other specified procedures and inquiries to a date not more than five days prior to the date of such letter, nothing has come to their attention that would cause them to believe that: (A) the statement of assets and liabilities of the Fund does not comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Act or that such statement of assets and liabilities is not fairly presented in conformity with generally accepted accounting principles (except to the extent certain footnote disclosures have been omitted in accordance with applicable rules of the Commission); and (B) with respect to the period subsequent to _____ there were, as of the date of the most recent available statement of assets and liabilities of the Fund and latest audited financial statements, except as of a specified date not more than five days prior to the date of such letter, any changes in the capital stock or long-term indebtedness of the Fund or decrease in the net assets or stockholders' equity of the Fund or that the Fund has incurred any long-term liabilities, in each case as compared with the amounts shown in the most recent statement of assets and liabilities included disclosed in the Registration Statement and the Prospectus, except for changes nothing came to their attention which caused them to believe that: (A) the amounts included or decreases which incorporated by reference in the Registration Statement and the Prospectus disclose do not agree with the corresponding amounts in the audited financial statements from which such amounts were derived; or (B) with respect to the Company, there were, at a specified date not more than five business days prior to the date of the letter, any decreases in net sales, income before income taxes and net income or any increases in long-term debt of the Company or any decreases in the capital stock, working capital or the shareholders' equity in the Company, as compared with the amounts shown on the Company's audited Balance Sheet for the fiscal year ended December 31, 2003 included in the Registration Statement or the audited Statement of Operations, for such year, all except for the continuation of operating losses, including exploration expense, in accordance with disclosures in the SEC Documents not is excess of a specified amount acceptable to the Placement Agents. (iii) they have occurred performed certain other procedures as a result of which they determined that information of an accounting, financial or may occur statistical nature (which is limited to accounting, financial or which are statistical information derived from the general accounting records of the Company) set forth in the Registration Statement and the Prospectus and reasonably specified by the Agent agrees with the accounting records of the Company; and (iv) as to such letter. The letter from Arthur Andersen LLP shall cover such additional other matters as txx Xxxlxx Xxxxxer may the Underwriter shall reasonably request.

Accountants’ Letter. At the time this Agreement is executed and at the Closing Date, the Dealer Manager The Representative shall have received a letter addressed to the Representative and dated the Closing Date from Arthur Andersen LLPGrant Thornton, independent public accountants for the XxxxCompany, dxxxx xx statinx xxxx xxxx xxspect to the Company they are independent public accountants within the meaning of the date of this Agreement Act and as the applicable published Rules and Regulations thereunder; in their opinion, the financial statements audited by them of the Closing Date, addressed Company at all dates and for all periods referred to the Dealer Manager in their opinion and in form and substance satisfactory to the Dealer Manager, to the effect that: (i) they are, and during the periods covered by their reports included in the Registration Statement and Prospectus they wereProspectus, independent certified public accountants with respect to the Fund within the meaning of the Act; (ii) in their opinion, the statement of assets and liabilities examined by them and included in the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Actpublished Rules and Regulations thereunder with respect to registration statements on Form SB-2; (iii) on the basis of certain indicated procedures (but not an examination made audit in accordance with generally accepted auditing standards) consisting accounting principles), including reading of the instruments of the Company set forth in the Prospectus, a reading of the latest available statement of assets and liabilities interim unaudited financial statements of the Fund (with an indication Company, whether or not appearing in the Prospectus, inquiries of the date officers of the latest available statement of assets Company or other persons responsible for its financial and liabilities), accounting matters regarding the specific items for which representations are requested below and a reading of the minutes of meetings and consents minute book of the shareholders and board of directors of Company, nothing has come to their attention, except as disclosed in their letter, which would cause them to believe that during the Fund and period from the committees thereof subsequent to _____, inquiries of officers and other employees of last audited balance sheet included in the Fund who have responsibility for financial and accounting matters of the Fund and its subsidiaries with respect to transactions and events subsequent to _____, and other specified procedures and inquiries Registration Statement to a specified date not more than five two days prior to the date of such letter, nothing : (i) there has come to their attention that would cause them to believe that: (A) been any material change in the statement of assets and liabilities financial position of the Fund does not comply Company other than as to form contemplated by disclosures contained in all the Prospectus; (ii) there has been any material respects with the applicable accounting requirements of the Act and the Company Act or that such statement of assets and liabilities is not fairly presented in conformity with generally accepted accounting principles (except to the extent certain footnote disclosures have been omitted in accordance with applicable rules of the Commission); and (B) with respect to the period subsequent to _____ there were, as of the date of the most recent available statement of assets and liabilities of the Fund and as of a specified date not more than five days prior to the date of such letter, any changes change in the capital stock or long-term indebtedness surplus accounts of the Fund Company or decrease any payment or declaration of any dividend or other distribution in respect thereof or exchange therefor or in the net assets or stockholders' equity debt of the Fund Company from that shown in the Company's last audited balance sheet included in the Prospectus, other than as contemplated by disclosures contained in the Prospectus; (iii) there have been any material decreases in working capital or that the Fund has incurred any long-term liabilities, in each case net worth as compared with the amounts shown in the most recent statement of assets Company's last audited balance sheet included in the Prospectus other than as contemplated by disclosures contained in the Prospectus; and (iv) the dollar amounts, percentages and liabilities included other financial information set forth in the Registration Statement and Prospectus under the Prospectuscaptions "Prospectus Summary," "Risk Factors," "Capitalization," "Dilution," "Use of Proceeds," "Selected Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Business," and "Certain Relationships and Transactions" are not in agreement with the Company's general ledger, except for changes financial records or decreases which computations made by the Registration Statement and the Prospectus disclose have occurred or may occur or which are set forth in such letterCompany therefrom. The Such letter from Arthur Andersen LLP shall also cover such additional other matters incident to the transactions contemplated by this Agreement in form satisfactory to the Representative as txx Xxxlxx Xxxxxer may the Representative reasonably requestrequests.

Accountants’ Letter. At the time this Agreement is executed and at the Closing Date, the Dealer Manager you shall have received a letter letter, addressed to the Underwriter and in form and substance satisfactory to the Underwriter in all respects (including the nonmaterial nature of the changes or decreases, if any, referred to in clause 6.7 (iii) below), from Arthur Andersen LLP, independent public accountants for the Xxxx, dxxxx xx Granx Xxxxxxxx XXX dated as of the date of this Agreement and as of the Closing Date, addressed to the Dealer Manager and in form and substance satisfactory to the Dealer Manager, to the effect that: : (i) Confirming that they are, and during the periods covered by their reports included in the Registration Statement and Prospectus they were, are independent certified public accountants with respect to the Fund Company within the meaning of the Act; Securities Act and the applicable published Rules and stating that the answer to Item 13 of Part I of Registration Statement is correct insofar as it relates to them; (ii) Stating that, in their opinion, the statement financial statements of assets and liabilities the Company examined by them and included in the Registration Statement and in the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Company Act; related published Rules as they relate to small business issuers; (iii) Stating that, on the basis of procedures (but not an examination used, including a formal review, made in accordance with generally accepted auditing standards) consisting of standards but not an examination, which included a reading of the latest available statement of assets and liabilities unaudited interim financial statements of the Fund Company (with an indication of the date of the latest available statement of assets and liabilitiesunaudited interim financial statements), a reading of the latest available minutes of meetings and consents of the shareholders and board of directors of the Fund Company and the committees thereof subsequent of such boards and inquiries to _____, inquiries of certain officers and other employees of the Fund who have responsibility Company responsible for financial and accounting matters of the Fund and its subsidiaries with respect to transactions and events subsequent to _____, and other specified procedures and inquiries to a date not more than five days prior to the date of such letterinquiries, nothing has come to their attention that would cause them to believe that: (A) the statement of assets unaudited financial statements and liabilities related schedules of the Fund does Company, included in the Registration Statement and Prospectus, if any, (1) do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Company Act related Rules, or that such statement of assets and liabilities is (2) were not fairly presented in conformity with generally accepted accounting principles (except to the extent certain footnote disclosures have been omitted in accordance applied on a basis substantially consistent with applicable rules that of the Commission)audited financial statements included in the Registration Statement and Prospectus; and (B) with respect to the period subsequent to _____ there were, as of the date of the most recent available statement of assets and liabilities of the Fund and as of at a specified date not more than five business days prior to the date of such letter, there was any changes change in the capital stock or long-term indebtedness debt of the Fund or decrease in the net assets or stockholders' equity of the Fund or that the Fund has incurred any long-term liabilities, in each case Company as compared with the amounts shown in on the most recent statement balance sheet of assets and liabilities the Company included in the Registration Statement and the Prospectus, except for changes other than as set forth in or decreases which contemplated by the Registration Statement and Prospectus or, if there was any change or decrease, setting forth the Prospectus disclose have occurred amount of such change or may occur decrease; and (C) during the period from _______, 1997 to a specified date not more than five business days prior to the date of such letter, there was any decrease in total revenues, operating income, net income or which are earnings per share of the Company, as compared with the corresponding period beginning _______, 1996 other than as set forth in or contemplated by the Registration Statement and Prospectus, or, if there was any such decrease, setting forth the amount of such decrease; and (iv) Stating that they have compared the selected financial data, specific dollar amounts, numbers of shares, percentages of revenues and earnings and other financial information pertaining to the Company set forth in the Prospectus, which have been specified by the Underwriter prior to the date of this Agreement, to the extent that such amounts, numbers, percentages and information may be derived from the general accounting records of the Company, and excluding the forecasts and any questions requiring an interpretation by legal counsel, with the results obtained from the application of specified readings, inquiries and other appropriate procedures (which procedures do not constitute an examination in accordance with generally accepted auditing standards) set forth in the letter. The letter from Arthur Andersen LLP shall cover such additional matters as txx Xxxlxx Xxxxxer may reasonably request, and found them to be in agreement.

Accountants’ Letter. At The Representative shall have received from Singer, Lewak, Greexxxxx & Xoldxxxxx XXX, a letter or letters dated, respectively, the time this Agreement is executed date hereof and at the Closing Date, the Dealer Manager shall have received a letter from Arthur Andersen LLP, independent public accountants for the Xxxx, dxxxx xx of the date of this Agreement and as of the Closing Date, addressed to the Dealer Manager and in form and substance reasonably satisfactory to the Dealer ManagerRepresentative, substantially to the effect that: : (ia) they are, and during the periods covered by their reports included in the Registration Statement and Prospectus they were, are independent certified public accountants with respect to the Fund Company within the meaning of the Act; Act and the Rules and Regulations; (iib) in their opinion, the statement of assets and liabilities examined financial statements audited by them and included in the Registration Statement and the Prospectus comply as to in form in all material respects with the applicable accounting requirements of the Act and the Company Act; related published rules and regulations; (iiic) on the basis of a reading of the audited financial statements of the Company, for the years ended August 31, 1996, August 31, 1995, and August 31, 1994 and the unaudited financial statements of the Company for the period ended December 31, 1996 and the notes thereto, carrying out certain specified procedures (but which do not constitute an examination audit made in accordance with generally accepted auditing standards) consisting that would not necessarily reveal matters of a reading of significance with respect to the latest available statement of assets and liabilities of the Fund (with an indication of the date of the latest available statement of assets and liabilities)comments set forth in this paragraph, a reading of the minutes of meetings and consents minute books of the shareholders and shareholders, the board of directors and any committees thereof of the Fund Company, and the committees thereof subsequent to _____, inquiries of officers and other employees certain officials of the Fund Company who have responsibility for financial and accounting matters of the Fund and its subsidiaries with respect to transactions and events subsequent to _____, and other specified procedures and inquiries to a date not more than five days prior to the date of such lettermatters, nothing has come came to their attention that would cause caused them to believe that: : (Ai) the statement of assets and liabilities unaudited condensed financial statements of the Fund does Company included in the Registration Statement and the Prospectus do not comply as to in form in all material respects with the applicable accounting requirements of the Act and the Company Act related published rules and regulations thereunder or that such statement of assets and liabilities is are not fairly presented in conformity with generally accepted accounting principles (except to the extent certain footnote disclosures have been omitted in accordance applied on a basis substantially consistent with applicable rules that of the Commission)audited financial statements included in the Registration Statement and the Prospectus; and and (Bii) with respect to the period subsequent to _____ there were, as of the date of the most recent available statement of assets and liabilities of the Fund and as of at a specified specific date not more than five business days prior to the date of such letter, there were any changes in the capital stock or long-term indebtedness debt of the Fund Company or decrease any decreases in the net current assets or stockholdersshareholders' equity of the Fund or that the Fund has incurred any long-term liabilitiesCompany, in each case as compared with the amounts shown in on the most recent statement of assets and liabilities December 31, 1996 balance sheet included in the Registration Statement and the Prospectus, or for the period from December 31, 1996 to such specified date there were any decreases, as compared with the corresponding period in the preceding year, in net sales, gross profit, selling, general and administrative expenses, employee plans and bonuses, income (loss) from operations, interest expenses, income (loss) before income taxes, provision (benefit) for income taxes, net income (loss) or net income (loss) per share of the Company, except in all instances for changes changes, decreases or increases set forth in such letter; and (d) they have carried out certain specified procedures, not constituting an audit, with respect to certain amounts, percentages and financial information that are derived from the general accounting records of the Company and are included in the Registration Statement and the Prospectus, and have compared such amounts, percentages and financial information with such records of the Company and with information derived from such records and have found them to be in agreement, excluding any questions of legal interpretation. In the event that the letters referred to above set forth any such changes, decreases which or increases, it shall be a further condition to the obligations of the Underwriters that such letters shall be accompanied by a written explanation of the Company as to the significance thereof, unless the Representative deems such explanation unnecessary, and such changes, decreases or increases do not, in the sole judgment of the Representative, make it impractical or inadvisable to proceed with the purchase and delivery of the Shares as contemplated by the Registration Statement, as amended as of the date hereof. References to the Registration Statement and the Prospectus disclose have occurred in this Section 7.4 with respect to either letter referred to above shall include any amendment or may occur or which are set forth in supplement thereto at the date of such letter. The letter from Arthur Andersen LLP shall cover such additional matters as txx Xxxlxx Xxxxxer may reasonably request.

Accountants’ Letter. At the time this Agreement is executed and at the Closing Date, the Dealer Manager The Underwriter shall have received a letter from Arthur Andersen LLP, independent public accountants for the Xxxx, dxxxx xx of addressed to it and dated the date of this Agreement and as of the Closing Date, addressed to respectively, from Spear, Safer, Harmon & Co. independent publix xxxxuntants for the Dealer Manager and in form and substance satisfactory to the Dealer ManagerCompany, to the effect that: stating that (i) they are, and during the periods covered by their reports included in the Registration Statement and Prospectus they were, independent certified public accountants with respect to the Fund Company they are independent public accountants within the meaning of the ActAct and the applicable published Rules and Regulations thereunder and the response to Item 509 of Regulation S-K as reflected by the Registration Statement is correct insofar as it relates to them; (ii) in their opinion, the statement of assets and liabilities financial statements examined by them of the Company at all dates and for all periods referred to in their opinion and included in the Registration Statement and Prospectus, comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Actpublished Rules and Regulations thereunder with respect to registration statements on Form SB-2; (iii) on the basis of certain indicated procedures (but not an examination made in accordance with generally accepted auditing standards) consisting accounting principles), including examinations of the instruments of the Company set forth under "Capitalization" in the Prospectus, a reading of the latest available statement of assets and liabilities interim unaudited financial statements of the Fund (with an indication Company, whether or not appearing in the Prospectus, inquiries of the date officers of the latest available statement of assets Company or other persons responsible for its financial and liabilities), accounting matters regarding the specific items for which representations are requested below and a reading of the minutes of meetings and consents minute books of the shareholders and board of directors of the Fund and the committees thereof subsequent to _____, inquiries of officers and other employees of the Fund who have responsibility for financial and accounting matters of the Fund and its subsidiaries with respect to transactions and events subsequent to _____, and other specified procedures and inquiries to a date not more than five days prior to the date of such letterCompany, nothing has come to their attention that which would cause them to believe that: (A) the statement of assets and liabilities of the Fund does not comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Act or that such statement of assets and liabilities is not fairly presented in conformity with generally accepted accounting principles (except to the extent certain footnote disclosures have been omitted in accordance with applicable rules of the Commission); and (B) with respect to during the period subsequent from the last audited balance sheet included in the Registration Statement to _____ there were, as of the date of the most recent available statement of assets and liabilities of the Fund and as of a specified date not more than five days prior to the date of such letter, letter (a) there has been any changes change in the capital stock or long-term indebtedness other securities of the Fund Company or decrease any payment or declaration of any dividend or other distribution in respect thereof or exchange therefor from that shown on its audited balance sheets or in the net assets or stockholders' equity debt of the Fund Company from that shown or that the Fund has incurred any long-term liabilities, in each case as compared with the amounts shown in the most recent statement of assets and liabilities included contemplated under "Capitalization" in the Registration Statement and the Prospectus, except for changes or decreases which the Registration Statement and the Prospectus disclose have occurred or may occur or which are other than as set forth in such letter. The letter from Arthur Andersen LLP shall cover such additional matters as txx Xxxlxx Xxxxxer may reasonably request.or

Accountants’ Letter. At The Representative shall have received letters addressed to it dated the time this Agreement is executed and at Effective Date, the Closing Date and, if applicable, the Over-Allotment Closing Date, respectively, and a draft of such letter at least five days prior to the Dealer Manager shall have received a letter Effective Date, the Closing Date and, if applicable, the Over-Allotment Closing Date, from Arthur Andersen LLP*____________________, independent public accountants for the XxxxCompany, dxxxx xx of the date of this Agreement and as of the Closing Date, addressed to the Dealer Manager and in form and substance satisfactory to the Dealer Manager, to the effect that: stating that (i) they are, and during the periods covered by their reports included in the Registration Statement and Prospectus they were, independent certified public accountants with respect to the Fund Company they are independent public accountants within the meaning of the ActAct and the applicable published Rules and Regulations thereunder and the response to Item 509 of Regulation S-K as reflected by the Registration Statement is correct insofar as it relates to them; (ii) in their opinion, the statement of assets and liabilities financial statements examined by them of the Company at all dates and for all periods referred to in their opinion and included in the Registration Statement and Prospectus, comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Actpublished Rules and Regulations thereunder with respect to registration statements on Form SB-2; (iii) on the basis of certain indicated procedures (but not an examination made in accordance with generally accepted auditing standards) consisting of accounting principles), including a reading of the latest available statement of assets and liabilities interim unaudited financial statements of the Fund (with an indication Company, whether or not appearing in the Prospectus, inquiries of the date officers of the latest available statement of assets Company or other persons responsible for its financial and liabilities), accounting matters regarding the specific items for which representations are requested below and a reading of the minutes of meetings and consents minute books of the shareholders and board of directors of the Fund and the committees thereof subsequent to _____, inquiries of officers and other employees of the Fund who have responsibility for financial and accounting matters of the Fund and its subsidiaries with respect to transactions and events subsequent to _____, and other specified procedures and inquiries to a date not more than five days prior to the date of such letterCompany, nothing has come to their attention that which would cause them to believe that: (A) the statement of assets and liabilities of the Fund does not comply as to form in all material respects with the applicable accounting requirements of the Act and the Company Act or that such statement of assets and liabilities is not fairly presented in conformity with generally accepted accounting principles (except to the extent certain footnote disclosures have been omitted in accordance with applicable rules of the Commission); and (B) with respect to during the period subsequent from the last audited balance sheet included in the Registration Statement to _____ there were, as of the date of the most recent available statement of assets and liabilities of the Fund and as of a specified date not more than five days prior to the date of such letter, letter (a) there has been any changes change in the capital stock or long-term indebtedness other securities of the Fund Company or decrease any payment or declaration of any dividend or other distribution in respect thereof or exchange therefor other than as set forth in or contemplated by the Registration Statement or Prospectus; (b) there have been any material decreases in net current assets or net assets or stockholders' equity of the Fund or that the Fund has incurred any long-term liabilities, in each case as compared with the amounts shown in the most recent statement last audited balance sheet included in the Prospectus so as to make said financial statements misleading other than as set forth in or contemplated by the Registration Statement or Prospectus; and (c) on the basis of assets the indicated procedures and liabilities included discussions referred to in clause (iii) above, nothing has come to their attention which, in their judgment, would cause them to believe or indicate that (1) the unaudited financial statements and schedules set forth in the Registration Statement and Prospectus do not present fairly the Prospectusfinancial position and results of the Company, except for changes or decreases which the periods indicated, in conformity with the generally accepted accounting principles applied on a consistent basis with the audited financial statements, and (2) the dollar amounts, percentages and other financial information set forth in the Registration Statement and Prospectus under the Prospectus disclose have occurred captions "Summary", "Risk Factors", and "Dilution", are not in agreement with the Company's general ledger, financial records or may occur or which are set forth in such letter. The letter from Arthur Andersen LLP shall cover such additional matters as txx Xxxlxx Xxxxxer may reasonably requestcomputations made by the Company therefrom.