Common use of Accountants’ Letter Clause in Contracts

Accountants’ Letter. The Company shall have furnished to the Agents on the Closing Date a letter of PricewaterhouseCoopers LLP addressed jointly to the Company and the Agents and dated the Closing Date, of the type described in the American Institute of Certified Public Accountants' Statement on Auditing Standards No. 49, in form and substance reasonably satisfactory to the Agents confirming that they are independent accountants within the meaning of the Act and the applicable published Rules and Regulations thereunder and stating in effect that: (i) In their opinion, the financial statements and schedules examined by them and included in the Prospectus contained in the Registration Statement comply in form in all material respects with the applicable accounting requirements of the Act and the 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 the basis of the review referred to in (ii) above and a reading of the latest available interim financial statements of the Company, inquired 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: (A) the unaudited consolidated financial statements, if any, incorporated by reference in the Registration Statement, Prospectus and Prospectus Supplement, do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the related rules and regulations adopted by the Commission; (B) any material modifications should be made to the unaudited consolidated financial statements, if any, incorporated by reference in the Registration Statement, Prospectus, and Prospectus Supplement, for them to be in conformity with generally accepted accounting principles; (C) the unaudited capsule information, if any, included in the Prospectus does not agree with the 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; (D) at the date of the latest available balance sheet read by such accountants, or at a subsequent specified date not more than five days prior to the Closing Date, there was any change in the capital stock, any increase in debt of the Company and consolidated subsidiaries or, at the date of the latest available balance sheet read by such accountants, there was any decrease in consolidated net assets as compared with amounts shown on the latest balance sheet included in the Prospectus; or (E) for the period from the date of the latest income statement included in the Prospectus to the closing date of the latest available income statement read by such accountants there were any decreases, as compared with the corresponding period of the previous year, in consolidated rental income, total revenues, net income or in the ratio of earnings to fixed charges; except in all cases set forth in clauses (D) and (E) above for changes, increases or decreases which the Prospectus discloses have occurred or may occur or which are 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. All financial statements and schedules included in material incorporated by reference into the Prospectus shall be deemed included in the Prospectus for purposes of this subsection.

Accountants’ Letter. The Company shall have furnished to the Agents on the Closing Date a letter of PricewaterhouseCoopers LLP Ernst & Young LLP, addressed jointly to the Company and the Agents and dated the Closing Date, of the type described in the American Institute of Certified Public Accountants' Statement on Auditing Standards No. 4972, in form and substance reasonably satisfactory to the Agents confirming that they are independent accountants within the meaning of the Act and the applicable published Rules and Regulations thereunder and stating in effect that: (i) In their opinion, the financial statements and schedules examined by them and included incorporated by reference in the Prospectus prospectus contained in the Registration Statement comply in form in all material respects with the applicable accounting requirements of the Act and the related published Rules and Regulations; (ii) They have made a review of any unaudited financial statements included incorporated by reference 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 the review referred to in (ii) above and a reading of the latest available interim financial statements of the Company, inquired 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: (A) the unaudited consolidated financial statements, if any, incorporated by reference in the Registration Statement, Prospectus and Prospectus Supplement, do not comply as to in form in all material respects with the applicable accounting requirements of the Exchange Act and the related rules published Rules and regulations adopted by the Commission; (B) any material modifications should be made to the unaudited consolidated financial statements, if any, incorporated by reference in the Registration Statement, Prospectus, and Prospectus Supplement, for them to be Regulations or are not in conformity with generally accepted accounting principlesprinciples applied on a basis substantially consistent with that of the audited financial statements incorporated by reference in the Prospectus; (CB) the unaudited capsule information, if any, included in the Prospectus does not agree with the 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 incorporated by reference in the Prospectus; (DC) at the date of the latest available balance sheet read by such accountants, or at a subsequent specified date not more than five days prior to the Closing Date, there was any change in the capital stock, any increase in short-term indebtedness or long-term debt of the Company and consolidated subsidiaries or, at the date of the latest available balance sheet read by such accountants, there was any decrease in consolidated net assets as compared with amounts shown on the latest balance sheet included incorporated by reference in the Prospectus; or (ED) for the period from the date of the latest income statement included in the Prospectus to the closing date of the latest available income statement read by such accountants there were any decreases, as compared with the corresponding period of the previous yearyear in revenues, in consolidated rental income before income taxes and cumulative effect of accounting change, or net income, total revenues, net income or in the ratio of earnings to fixed charges; except in all cases set forth in clauses (DC) and (ED) above for changes, increases or decreases which the Prospectus discloses have occurred or may occur or which are 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. All financial statements and schedules included in material incorporated by reference into the Prospectus shall be deemed included in the Prospectus for purposes of this subsection.

Accountants’ Letter. The Company On the Effective Date you shall have furnished to the Agents on the Closing Date a letter of received from PricewaterhouseCoopers LLP addressed jointly to the Company and the Agents and dated the Closing Date, of the type described in the American Institute of Certified Public Accountants' Statement on Auditing Standards No. 49a letter, in form and substance reasonably satisfactory to you in all respects (including the Agents confirming that they are independent accountants within the meaning nonmaterial nature of the Act changes and the applicable published Rules and Regulations thereunder and stating decreases, if any, referred to in effect clause (iii) herein), advising that: (i) In they are independent certified public accountants as required by the Act and the Regulations and the answer to Item 27 of the Registration Statement does not require any statement relating to them; (ii) it is their opinion, opinion that the financial statements and supporting schedules examined by them filed as part of the Registration Statement and those included in the Prospectus contained in the Registration Statement Prospectus, and covered by their opinions therein, comply in as to form in all material respects with the applicable accounting requirements of the Act and the related published Rules and Regulations; (ii) They have made a review of any unaudited Regulations relating to 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 letterregistration statements on Form S-11; (iii) On based on the basis of the limited review referred to set forth in (ii) above and a reading of the latest available interim financial statements of the Company, inquired of officials of the Company who have responsibility for financial and accounting matters and other specified proceduresdetail in such letter, nothing came to their attention that caused them to believe that: (A) that during the unaudited consolidated financial statements, if any, incorporated by reference in the Registration Statement, Prospectus and Prospectus Supplement, do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the related rules and regulations adopted by the Commission; (B) any material modifications should be made to the unaudited consolidated financial statements, if any, incorporated by reference in the Registration Statement, Prospectus, and Prospectus Supplement, for them to be in conformity with generally accepted accounting principles; (C) the unaudited capsule information, if any, included in the Prospectus does not agree with the amounts set forth in the unaudited consolidated financial statements period 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; (D) at the date of the latest available balance sheet read by such accountants, or at of the Company contained in the Prospectus to a subsequent specified date not more than five (5) days prior to the Closing Datedate on which the Registration Statement initially becomes effective, there was any change in the capital stockstockholder's equity, any increase in debt liabilities or net assets of the Company and consolidated subsidiaries or, at the date of the latest available balance sheet read by such accountants, there was any decrease in consolidated net assets as compared with amounts shown on the latest balance sheet included in the Prospectus; or (E) for the period from the date of the latest income statement included in the Prospectus to the closing date of the latest available income statement read by such accountants there were any decreases, as compared with the corresponding period of the previous year, amounts shown in consolidated rental income, total revenues, net income such balance sheet other than as such change may have been contemplated by or in the ratio of earnings to fixed charges; except in all cases set forth in clauses (D) and (E) above for changes, increases the Registration Statement or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; andProspectus; (iv) They have compared specified based on procedures consisting of a reading of the percentages and dollar amounts (or percentages derived from such dollar amounts) and other financial information contained related text set forth in the Prospectus and the Registration Statement under the captions "Prior Offerings by Affiliates" and "Prior Performance Tables" (in each case including Table VI included as an exhibit to the extent that Registration Statement), and all (v) they have conducted 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 procedures as may be mutually agreed by 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 Selected Dealers 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. All financial statements and schedules included in material incorporated by reference into the Prospectus shall be deemed included in the Prospectus for purposes of this subsectionSelected Investment Advisers.

Accountants’ Letter. The Company shall have furnished to the Agents on the Closing Date a letter of PricewaterhouseCoopers LLP addressed jointly to the Company and the Agents and dated the Closing Date, of the type described in the American Institute of Certified Public Accountants' ’ Statement on Auditing Standards No. 49, in form and substance reasonably satisfactory to the Agents confirming that they are independent accountants within the meaning of the Act and the applicable published Rules and Regulations thereunder and stating in effect that: (i) In their opinion, the financial statements and schedules examined by them and included in the Prospectus contained in the Registration Statement comply in form in all material respects with the applicable accounting requirements of the Act and the 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 the basis of the review referred to in (ii) above and a reading of the latest available interim financial statements of the Company, inquired 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: (A) the unaudited consolidated financial statements, if any, incorporated by reference in the Registration Statement, Prospectus and Prospectus Supplement, do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the related rules and regulations adopted by the Commission; (B) any material modifications should be made to the unaudited consolidated financial statements, if any, incorporated by reference in the Registration Statement, Prospectus, and Prospectus Supplement, for them to be in conformity with generally accepted accounting principles; (C) the unaudited capsule information, if any, included in the Prospectus does not agree with the 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; (D) at the date of the latest available balance sheet read by such accountants, or at a subsequent specified date not more than five days prior to the Closing Date, there was any change in the capital stock, any increase in debt of the Company and consolidated subsidiaries or, at the date of the latest available balance sheet read by such accountants, there was any decrease in consolidated net assets as compared with amounts shown on the latest balance sheet included in the Prospectus; or (E) for the period from the date of the latest income statement included in the Prospectus to the closing date of the latest available income statement read by such accountants there were any decreases, as compared with the corresponding period of the previous year, in consolidated rental income, total revenues, net income or in the ratio of earnings to fixed charges; except in all cases set forth in clauses (D) and (E) above for changes, increases or decreases which the Prospectus discloses have occurred or may occur or which are 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 ’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. All financial statements and schedules included in material incorporated by reference into the Prospectus shall be deemed included in the Prospectus for purposes of this subsection.

Accountants’ Letter. The Company On the Effective Date you shall have furnished to the Agents on the Closing Date a letter of received from PricewaterhouseCoopers LLP addressed jointly to the Company and the Agents and dated the Closing Date, of the type described in the American Institute of Certified Public Accountants' Statement on Auditing Standards No. 49a letter, in form and substance reasonably satisfactory to you in all respects (including the Agents confirming that they are independent accountants within the meaning nonmaterial nature of the Act changes and the applicable published Rules and Regulations thereunder and stating decreases, if any, referred to in effect clause (iii) herein), advising that: (i) In they are independent certified public accountants as required by the Act and the Regulations and the answer to Item 27 of the Registration Statement does not require any statement relating to them; (ii) it is their opinion, opinion that the financial statements and supporting schedules examined by them filed as part of the Registration Statement and those included in the Prospectus contained in the Registration Statement Prospectus, and covered by their opinions therein, comply in as to form in all material respects with the applicable accounting requirements of the Act and the related published Rules and Regulations; (ii) They have made a review of any unaudited Regulations relating to 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 letterregistration statements on Form S-11; (iii) On based on the basis of the limited review referred to set forth in (ii) above and a reading of the latest available interim financial statements of the Company, inquired of officials of the Company who have responsibility for financial and accounting matters and other specified proceduresdetail in such letter, nothing came to their attention that caused them to believe that: (A) that during the unaudited consolidated financial statements, if any, incorporated by reference in the Registration Statement, Prospectus and Prospectus Supplement, do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the related rules and regulations adopted by the Commission; (B) any material modifications should be made to the unaudited consolidated financial statements, if any, incorporated by reference in the Registration Statement, Prospectus, and Prospectus Supplement, for them to be in conformity with generally accepted accounting principles; (C) the unaudited capsule information, if any, included in the Prospectus does not agree with the amounts set forth in the unaudited consolidated financial statements period 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; (D) at the date of the latest available balance sheet read by such accountants, or at of the Company contained in the Prospectus to a subsequent specified date not more than five (5) days prior to the Closing Datedate on which the Registration Statement initially becomes effective, there was any change in the capital stockstockholder's equity, any increase in debt liabilities or net assets of the Company and consolidated subsidiaries or, at the date of the latest available balance sheet read by such accountants, there was any decrease in consolidated net assets as compared with amounts shown on the latest balance sheet included in the Prospectus; or (E) for the period from the date of the latest income statement included in the Prospectus to the closing date of the latest available income statement read by such accountants there were any decreases, as compared with the corresponding period of the previous year, amounts shown in consolidated rental income, total revenues, net income such balance sheet other than as such change may have been contemplated by or in the ratio of earnings to fixed charges; except in all cases set forth in clauses (D) and (E) above for changes, increases the Registration Statement or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; andProspectus; (iv) They have compared specified based on procedures consisting of a reading of the percentages and dollar amounts (or percentages derived from such dollar amounts) and other financial information contained related text set forth in the Prospectus and the Registration Statement under the captions "Prior Offerings by Affiliates" and "Prior Performance Tables" (in each case including Table VI included as an exhibit to the extent that such Registration Statement), and all dollar amountsamounts in the related notes referenced therein, percentages inquiry of officers and other financial information are derived from the general accounting records employees 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. All financial statements and schedules included in material incorporated by reference into the Prospectus shall be deemed included in the Prospectus for purposes of this subsection.corporate general

Accountants’ Letter. The Company On the Effective Date you shall have furnished to the Agents on the Closing Date a letter of received from PricewaterhouseCoopers LLP addressed jointly to the Company and the Agents and dated the Closing Date, of the type described in the American Institute of Certified Public Accountants' Statement on Auditing Standards No. 49a letter, in form and substance reasonably satisfactory to you in all respects (including the Agents confirming that they are independent accountants within the meaning nonmaterial nature of the Act changes and the applicable published Rules and Regulations thereunder and stating decreases, if any, referred to in effect clause (iii) herein), advising that: (i) In they are independent certified public accountants as required by the Act and the Regulations and the answer to Item 27 of the Registration Statement does not require any statement relating to them; (ii) it is their opinion, opinion that the financial statements and supporting schedules examined by them filed as part of the Registration Statement and those included in the Prospectus contained in the Registration Statement Prospectus, and covered by their opinions therein, comply in as to form in all material respects with the applicable accounting requirements of the Act and the related published Rules and Regulations; (ii) They have made a review of any unaudited Regulations relating to 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 letterregistration statements on Form S-11; (iii) On based on the basis of the limited review referred to set forth in (ii) above and a reading of the latest available interim financial statements of the Company, inquired of officials of the Company who have responsibility for financial and accounting matters and other specified proceduresdetail in such letter, nothing came to their attention that caused them to believe that: (A) that during the unaudited consolidated financial statements, if any, incorporated by reference in the Registration Statement, Prospectus and Prospectus Supplement, do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the related rules and regulations adopted by the Commission; (B) any material modifications should be made to the unaudited consolidated financial statements, if any, incorporated by reference in the Registration Statement, Prospectus, and Prospectus Supplement, for them to be in conformity with generally accepted accounting principles; (C) the unaudited capsule information, if any, included in the Prospectus does not agree with the amounts set forth in the unaudited consolidated financial statements period 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; (D) at the date of the latest available balance sheet read by such accountants, or at of the Company contained in the Prospectus to a subsequent specified date not more than five (5) days prior to the Closing Datedate on which the Registration Statement initially becomes effective, there was any change in the capital stockstockholder's equity, any increase in debt liabilities or net assets of the Company and consolidated subsidiaries or, at the date of the latest available balance sheet read by such accountants, there was any decrease in consolidated net assets as compared with amounts shown on the latest balance sheet included in the Prospectus; or (E) for the period from the date of the latest income statement included in the Prospectus to the closing date of the latest available income statement read by such accountants there were any decreases, as compared with the corresponding period of the previous year, amounts shown in consolidated rental income, total revenues, net income such balance sheet other than as such change may have been contemplated by or in the ratio of earnings to fixed charges; except in all cases set forth in clauses (D) and (E) above for changes, increases the Registration Statement or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; andProspectus; (iv) They have compared specified based on procedures consisting of a reading of the percentages and dollar amounts (or percentages derived from such dollar amounts) and other financial information contained related text set forth in the Prospectus and the Registration Statement under the captions "Prior Offerings by Affiliates" and "Prior Performance Tables" (in each case including Table VI included as an exhibit to the extent that such Registration Statement), and all dollar amountsamounts in the related notes referenced therein, percentages inquiry of officers and other financial information are derived from the general accounting records employees of the Company and its subsidiaries subject to the internal controls corporate general partner of the Company's accounting system or are derived directly from such records by analysis or computation) with the results obtained from inquiriesCorporate Property Associates, Corporate Property Associates 2, Corporate Property Associates 3, Corporate Property Associates 4, a reading of such general accounting records 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 procedures specified in such letter employees of Corporate Property Associates 10 Incorporated, Carey Institutional Properties Incorporated, Corporate Prxxxxxy Associates 12 Incorporated, and Corporate Property Associates 14, Incorporated (collectively the "CPA(R) REITs"), and counsel for the CPA(R) Partnerships and the CPA(R) REITs, they have found such dollar amounts, percentages and other financial information dollar amounts to be in agreement with the respective relevant accounting and financial records of the CPA(R) Partnerships and CPA(R) REITs; and (v) they have conducted such resultsother procedures as may be mutually agreed by the Company, except as otherwise specified in such letter. All financial statements Selected Dealers and schedules included in material incorporated by reference into the Prospectus shall be deemed included in the Prospectus for purposes of this subsectionSelected Investment Advisors.

Accountants’ Letter. The Company Representative shall have furnished received a letter, dated the date of delivery thereof (which, if the Effective Time of the Initial Registration Statement is prior to the Agents execution and delivery of this Agreement, shall be on the Closing Date a letter of PricewaterhouseCoopers LLP addressed jointly or prior to the Company date of this Agreement or, if the Effective Time of the Initial Registration Statement is subsequent to the execution and delivery of this Agreement, shall be prior to the Agents and dated filing of the Closing Dateamendment or post-effective amendment to the registration statement to be filed shortly prior to such Effective Time), of the type described in the American Institute of Certified Public Accountants' Statement on Auditing Standards No. 49, in form and substance reasonably satisfactory to the Agents KPMG LLP ("KPMG") confirming that they are an independent accountants registered public accounting firm within the meaning of the Act and the applicable published Rules and Regulations thereunder and stating in to the effect that: (i1) In in their opinion, opinion the financial statements and schedules examined by them and included in the Prospectus contained in the Registration Statement Statements comply in as to form in all material respects with the applicable accounting requirements of the Act and the related published Rules and Regulations; (ii2) They they have made a review of any unaudited financial statements included in performed the Prospectus in accordance with standards established procedures specified by the American Institute of Certified Public AccountantsAccountants 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 the Registration Statements (as indicated in their report or reports attached to such letterhereinafter defined for the purposes of this Section 5.A); (iii3) On on the basis of the review referred to in clause (ii2) above and above, a reading of the latest available interim financial statements of the Company, inquired inquiries of officials of the Company who have responsibility for financial and accounting matters matters, and other specified procedures, nothing came to their attention that caused them to believe that: (Aa) the unaudited consolidated financial statements, if any, incorporated by reference statements included in the Registration Statement, Prospectus and Prospectus Supplement, Statements do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the related rules Rules and regulations adopted by the Commission; (B) Regulations or that any material modifications should be made to the such unaudited consolidated financial statements, if any, incorporated by reference in the Registration Statement, Prospectus, statements and Prospectus Supplement, summary of earnings for them to be in conformity with generally accepted accounting principlesGAAP; (C) the unaudited capsule information, if any, included in the Prospectus does not agree with the 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; (Db) at the date of the latest available balance sheet read by such accountants, or and at a subsequent specified date not more than five three business days prior to the Closing Datedate of this Agreement, there was any change in the capital stock, stock or any increase in short-term indebtedness or long-term debt of the Company and consolidated subsidiaries or, at the date of the latest available balance sheet read by such accountants, there was any decrease in consolidated combined net assets assets, as compared with amounts shown on the latest balance sheet sheets included in the Prospectus; or (Ec) for the period from the closing date of the latest income statement included in the Prospectus to the closing date of the latest available income statement read by such accountants there were any decreases, as compared with the corresponding period of the previous yearyear for the combined operations of the Company and with the period of corresponding length ended the date of the latest income statement included in the Prospectus, in consolidated rental combined total revenues or combined net income, total revenues, net income or in the ratio of earnings to fixed charges; . except in all cases set forth in one of the above clauses (D) and (E) above for changes, increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; and (iv4) They they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial information contained in the Prospectus 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 and its subsidiaries subject to the internal controls of the Company's accounting system or are derived directly from such records by analysis or computationcomputation 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 provided an audit of certain revenues and expenses) 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. All financial statements and schedules included in material incorporated by reference into the Prospectus shall be deemed included in the Prospectus for purposes of this subsection.

Accountants’ Letter. The Company shall have furnished to At the Agents on the Closing Date a letter of PricewaterhouseCoopers LLP addressed jointly to the Company time this Agreement is executed and the Agents and dated the at each Closing Date, of you shall have received a letter, addressed to the type described in the American Institute of Certified Public Accountants' Statement on Auditing Standards No. 49, Underwriters and in form and substance reasonably satisfactory to the Agents confirming Representative in all respects (including the nonmaterial nature of the changes or decreases, if any, referred to in clause 6.7 (iii) below), with reproduced copies or signed counterparts thereof for each of the Underwriters, from Josexx Xxxxxxxx xxx Company PLL dated as of the date of this Agreement and as of each Closing Date, as the case may be: (i) Confirming that they are independent public accountants with respect to the Company within the meaning of the Securities Act and the applicable published Rules and Regulations thereunder and stating in effect that:that the answer to Item 13 of Part I of Registration Statement is correct insofar as it relates to them; (iii) In Stating that, in their opinion, the financial statements and schedules of the Company examined by them and included in the Prospectus contained Registration Statement and in the Registration Statement Prospectus comply in as to form in all material respects with the applicable accounting requirements of the Securities Act and the 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 letterRules; (iii) On Stating that, on the basis of the review referred to procedures used, including a formal review, made in (ii) above and accordance with generally accepted auditing standards but not an examination, which included a reading of the latest available unaudited interim financial statements of the CompanyCompany (with an indication of the date of the latest available unaudited interim financial statements), inquired a reading of officials the latest available minutes of the shareholders and board of directors of the Company who have responsibility and committees of such boards and inquiries to certain officers and other employees of the Company responsible for financial and accounting matters and other specified proceduresprocedures and inquiries, nothing came has come to their attention that caused would cause them to believe that: : (A) the unaudited consolidated financial statementsstatements and related schedules of the Company, included in the Registration Statement and Prospectus, if any, incorporated by reference in the Registration Statement, Prospectus and Prospectus Supplement, (1) do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Securities Act and the related rules and regulations adopted by the Commission; Rules, or (B2) any material modifications should be made to the unaudited consolidated financial statements, if any, incorporated by reference in the Registration Statement, Prospectus, and Prospectus Supplement, for them to be were not fairly presented in conformity with generally accepted accounting principles; (C) the unaudited capsule information, if any, included in the Prospectus does not agree with the amounts set forth in the unaudited consolidated financial statements from which it was derived or was not determined principles applied on a basis substantially consistent with that of the audited financial statements included in the Registration Statement and Prospectus; ; (DB) at the date of the latest available balance sheet read by such accountants, or at a subsequent specified date not more than five business days prior to the Closing Datedate of such letter, there was any change in the capital stock, any increase in stock or long-term debt of the Company as compared with the amounts shown on the balance sheet of the Company included in the Registration Statement and consolidated subsidiaries Prospectus, other than as set forth in or contemplated by the Registration Statement and Prospectus or, at if there was any change or decrease, setting forth the amount of such change or decrease; and (C) during the period from January 1, 1996 to a specified date not more than five business days prior to the date of the latest available balance sheet read by such accountantsletter, there was any decrease in consolidated total revenues, operating income, net assets as compared with amounts shown on the latest balance sheet included in the Prospectus; or (E) for the period from the date income or earnings per share of the latest income statement included in the Prospectus to the closing date of the latest available income statement read by such accountants there were any decreasesCompany, as compared with the corresponding period of the previous yearbeginning January 1, in consolidated rental income, total revenues, net income or in the ratio of earnings to fixed charges; except in all cases 1995 other than as set forth in clauses (D) or contemplated by the Registration Statement and (E) above for changesProspectus, increases or decreases which or, if there was any such decrease, setting forth the Prospectus discloses have occurred or may occur or which are described in amount of such letterdecrease; and (iv) They Stating that they have compared specified dollar amounts (or percentages derived from such the selected financial data, specific dollar amounts) , numbers of shares, percentages of revenues and earnings and other financial information contained pertaining to the Company set forth in the Prospectus (in each case Prospectus, which have been specified by the Representative prior to the date of this Agreement, to the extent that such dollar amounts, numbers, percentages and other financial information are may be derived from the general accounting records of the Company Company, and its subsidiaries subject to the internal controls of the Company's accounting system or are derived directly from such records excluding any questions requiring an interpretation by analysis or computation) legal counsel, with the results obtained from inquiriesthe application of specified readings, a reading of such general accounting records inquiries and other appropriate procedures specified (which procedures do not constitute an examination in such letter accordance with generally accepted auditing standards) set forth in the letter, and have found such dollar amounts, percentages and other financial information them to be in agreement with such results, except as otherwise specified in such letter. All financial statements and schedules included in material incorporated by reference into the Prospectus shall be deemed included in the Prospectus for purposes of this subsectionagreement.

Accountants’ Letter. The Company On the date hereof, each of the Agents shall have furnished received from the Accountants, in form and substance satisfactory to the Agents on the Closing Date Agents, a letter of PricewaterhouseCoopers LLP addressed jointly to the Company and the Agents and dated the Closing Date, as of the type described date hereof prepared in the American Institute of Certified Public Accountants' accordance with Statement on Auditing Standards No. 4972 ("SAS 72"), in form and substance reasonably satisfactory to the Agents confirming that they are independent accountants within the meaning of the Act and the applicable published Rules and Regulations thereunder and stating in effect that: (i) They are independent public accountants with respect to the Company and its subsidiaries within the meaning of the 1933 Act and the 1933 Act Regulations. (ii) In their opinion, the consolidated financial statements and supporting schedules of the Company and its subsidiaries examined by them and included in the Prospectus contained incorporated by reference in the Registration Statement and Prospectus comply in as to form in all material respects with the applicable accounting requirements of the 1933 Act and the related published Rules 1933 Act Regulations with respect to a registration statement on Form S-3 and the 1934 Act and the 1934 Act Regulations;. (iiiii) They have made a review of any unaudited financial statements included in the Prospectus in accordance with standards established performed procedures specified by the American Institute of Certified Public AccountantsAccountants for a review of interim financial information as described in SAS No. 71, as indicated in their report or reports attached to such letter; (iii) On the basis of the review referred to in (ii) above and Interim Financial Information, not constituting an audit, including a reading of the latest available interim financial statements of the CompanyCompany and its subsidiaries, inquired a reading of the minute books of the Company and such subsidiaries since the end of the most recent fiscal year with respect to which an audit report has been issued, inquiries of and discussions with certain officials of the Company who have responsibility and such subsidiaries responsible for financial and accounting matters with respect to the unaudited consolidated financial statements included in the Registration Statement and the Prospectus and the latest available interim unaudited financial statements of the Company and its subsidiaries, and such other inquiries and procedures as may be specified proceduresin such letter, and on the basis of such inquiries and procedures nothing came to their attention that caused them to believe that: : (A) the unaudited consolidated financial statements, if any, incorporated by reference statements of the Company and its subsidiaries included in the Registration Statement, Statement and the Prospectus and Prospectus Supplement, do not comply as to form in all material respects with the applicable accounting requirements of the Exchange 1933 Act, the 1933 Act Regulations, the 1934 Act and the related rules and regulations adopted by the Commission; 1934 Act Regulations, (B) any material modifications should be made to the said unaudited consolidated financial statements, if any, incorporated by reference in the Registration Statement, Prospectus, and Prospectus Supplement, statements for them to be in conformity with generally accepted accounting principles; , or (C) the unaudited capsule information, if any, included in the Prospectus does not agree with the 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; (D) at the date of the latest available balance sheet read by such accountants, or at a subsequent specified date not more than five three days prior to the Closing Date, there was any change in the capital stock, any increase in debt of the Company and consolidated subsidiaries or, at the date of the latest available balance sheet read by such accountantsletter, there was any decrease in the capital stock or any increase in consolidated long-term debt of the Company and its subsidiaries or any decrease in the consolidated net assets of the Company and its subsidiaries, in each case as compared with the amounts shown on the latest most recent consolidated balance sheet of the Company and its subsidiaries included in the Prospectus; Registration Statement and the Prospectus or (E) for , during the period from the date of the latest income statement included in the Prospectus such balance sheet to a specified date not more than three days prior to the closing date of the latest available income statement read by such accountants letter, there were any decreases, as compared with the corresponding period of in the previous preceding year, in the consolidated rental operating revenues, operating income, total revenues, or net income or in of the ratio of earnings to fixed charges; Company and its subsidiaries, except in all cases each such case as set forth in clauses (D) or contemplated by the Registration Statement and (E) above for changes, increases or decreases which the Prospectus discloses have occurred or may occur or which are described except for such exceptions enumerated in such letter; andletter as shall have been agreed to by the Agents and the Company and for changes occasioned by the declaration or payment of dividends on the stock of the Company or the preferred stock of its subsidiaries or occasioned by sinking fund payments made on the debt securities of the Company or its subsidiaries. (iv) They In addition to the examination referred to in their report included or incorporated by reference in the Registration Statement and the Prospectus, and the limited procedures referred to in clause (iii) above, they have carried out certain other procedures, specified by you, not constituting an audit, with respect to certain amounts, percentages, numerical data and financial information which are included or incorporated by reference in the Registration Statement and the Prospectus and which are specified by the Agents, and have compared specified dollar amounts (such amounts, percentages, numerical data, and financial information with, and have found such items to be in agreement with, or percentages derived from such dollar amounts) from, the relevant accounting, financial 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 identified in such letter. All financial statements and schedules included in material incorporated by reference into the Prospectus shall be deemed included in the Prospectus for purposes of this subsection.

Accountants’ Letter. The Company On the Effective Date you shall have furnished to the Agents on the Closing Date a letter of received from PricewaterhouseCoopers LLP addressed jointly to the Company and the Agents and dated the Closing Date, of the type described in the American Institute of Certified Public Accountants' Statement on Auditing Standards No. 49a letter, in form and substance reasonably satisfactory to you in all respects (including the Agents confirming that they are independent accountants within the meaning nonmaterial nature of the Act changes and the applicable published Rules and Regulations thereunder and stating decreases, if any, referred to in effect clause (iii) herein), advising that: (i) In they are independent certified public accountants as required by the Act and the Regulations and the answer to Item 27 of the Registration Statement does not require any statement relating to them; (ii) it is their opinion, opinion that the financial statements and supporting schedules examined by them filed as part of the Registration Statement and those included in the Prospectus contained in the Registration Statement Prospectus, and covered by their opinions therein, comply in as to form in all material respects with the applicable accounting requirements of the Act and the related published Rules and Regulations; (ii) They have made a review of any unaudited Regulations relating to 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 letterregistration statement on Form S-11; (iii) On based on the basis of the limited review referred to set forth in (ii) above and a reading of the latest available interim financial statements of the Company, inquired of officials of the Company who have responsibility for financial and accounting matters and other specified proceduresdetail in such letter, nothing came to their attention that caused them to believe that: (A) that during the unaudited consolidated financial statements, if any, incorporated by reference in the Registration Statement, Prospectus and Prospectus Supplement, do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the related rules and regulations adopted by the Commission; (B) any material modifications should be made to the unaudited consolidated financial statements, if any, incorporated by reference in the Registration Statement, Prospectus, and Prospectus Supplement, for them to be in conformity with generally accepted accounting principles; (C) the unaudited capsule information, if any, included in the Prospectus does not agree with the amounts set forth in the unaudited consolidated financial statements period 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; (D) at the date of the latest available balance sheet read by such accountants, or at of the Company contained in the Prospectus to a subsequent specified date not more than five (5) days prior to the Closing Datedate on which the Registration Statement initially becomes effective, there was any change in the capital stockstockholder's equity, any increase in debt liabilities or net assets of the Company and consolidated subsidiaries or, at the date of the latest available balance sheet read by such accountants, there was any decrease in consolidated net assets as compared with amounts shown on the latest balance sheet included in the Prospectus; or (E) for the period from the date of the latest income statement included in the Prospectus to the closing date of the latest available income statement read by such accountants there were any decreases, as compared with the corresponding period of the previous year, amounts shown in consolidated rental income, total revenues, net income such balance sheet other than as such change may have been contemplated by or in the ratio of earnings to fixed charges; except in all cases set forth in clauses (D) and (E) above for changes, increases the Registration Statement or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; andProspectus; (iv) They have compared specified based on procedures consisting of a reading of the percentages and dollar amounts (or percentages derived from such dollar amounts) and other financial information contained related text set forth in the Prospectus and the Registration Statement under the captions "Prior Offerings by Affiliates" and "Prior Performance Tables" (in each case including Table VI included as an exhibit to the extent that such Registration Statement), and all dollar amountsamounts in the related notes referenced therein, percentages inquiry of officers and other financial information are derived from the general accounting records employees of the Company and its subsidiaries subject to the internal controls corporate general partner of the Company's accounting system or are derived directly from such records by analysis or computation) with the results obtained from inquiriesCorporate Property Associates, Corporate Property Associates 2, Corporate Property Associates 3, Corporate Property Associates 4, a reading of such general accounting records 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 procedures specified in such letter employees of Corporate Property Associates 10 Incorporated, Carey Institutional Properties Incorporated, Corporate Pxxxxxty Associates 12 Incorporated, and Corporate Property Associates 14, Incorporated (collectively the "CPA(R) REITs"), and counsel for the CPA(R) Partnerships and the CPA(R) REITs, they have found such dollar amounts, percentages and other financial information dollar amounts to be in agreement with the respective relevant accounting and financial records of the CPA(R) Partnerships and CPA(R) REITs; and (v) they have conducted such resultsother procedures as may be mutually agreed by the Company, except as otherwise specified in such letter. All financial statements Selected Dealers and schedules included in material incorporated by reference into the Prospectus shall be deemed included in the Prospectus for purposes of this subsectionSelected Investment Advisors.

Accountants’ Letter. (i) The Company shall have requested and caused PricewaterhouseCoopers LLP to have furnished to the Agents on Underwriter, at the Execution Time and at the Closing Date a letter of PricewaterhouseCoopers LLP Date, letters addressed jointly to the Company Underwriter and dated, respectively, as of the Agents Execution Time and dated as of the Closing Date, of the type described in the American Institute of Certified Public Accountants' Statement on Auditing Standards No. 4972, in form and substance reasonably satisfactory to the Agents Underwriter, confirming that they are independent certified public accountants of IKON and the Company within the meaning of the Act and the applicable published Rules and Regulations thereunder and Exchange Act, stating in effect that: (iA) In their opinion, the financial statements and financial statement schedules examined incorporated by them and included in the Prospectus contained reference in the Registration Statement and the Final Prospectus and reported on by them comply in as to form in all material respects with the applicable accounting requirements of the Act and the related published Rules and RegulationsExchange Act; (iiB) They have made performed a review of any unaudited financial statements included incorporated by reference in the Registration Statement and the Final 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' Statement on Auditing Standards No. 71; (iiiC) On the basis of the review referred to in (iiB) above and a reading of the latest available interim financial statements of the CompanyCompany and its subsidiaries, inquired 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: (A1) the unaudited consolidated financial statements, if any, statements incorporated by reference in the Registration Statement, Statement and in the Final Prospectus and Prospectus Supplement, do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and with the related rules and regulations adopted by the Commission; (B) any material modifications should be made Commission with respect to financial statements included or incorporated by reference in quarterly reports on Form 10-Q under the Exchange Act; and said unaudited consolidated financial statements, if any, statements are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements incorporated by reference in the Registration Statement, Statement and the Final Prospectus, and Prospectus Supplement, for them to be in conformity with generally accepted accounting principles; (C2) the unaudited capsule information, if any, included or incorporated by reference in the Registration Statement and the Final Prospectus does not agree with the amounts set forth in the unaudited consolidated financial statements from which it was EXECUTION COPY derived or was not determined on a basis substantially consistent with that of the audited financial statements included or incorporated by reference in the Registration Statement and the Final Prospectus; (D3) at the date of the latest available balance sheet read by such accountants, or at a subsequent specified date not more than five days one day prior to the Closing Date, there was any change in the capital stock, any increase in short-term indebtedness or long-term debt of the Company and consolidated subsidiaries or, at the date of the latest available balance sheet read by such accountants, there was any decrease in consolidated net current assets or stockholder's equity as compared with amounts shown on the latest balance sheet included incorporated by reference in the Registration Statement and the Final Prospectus; or (E4) for the period from the date of the latest income statement included incorporated by reference in the Registration Statement and the Final Prospectus to the closing date of the latest available income statement read by such accountants accountants, there were any decreases, as compared with the corresponding period of the previous yearyear in revenues, in consolidated rental income before income taxes and cumulative effect of accounting change, or net income, total revenues, net income or in the ratio of earnings to fixed charges; except in all cases set forth in clauses (D3) and (E4) above for changes, increases or decreases which the Registration Statement and the Final Prospectus discloses disclose have occurred or may occur or which are described in such letteroccurred; and (ivD) They have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial information contained included or incorporated by reference in the Registration Statement and the Final Prospectus (in each case to the extent that such dollar amounts, percentages and other financial information are derived from the general accounting records of IKON or the Company and its subsidiaries Company, subject to the internal controls of IKON's or the Company's accounting system system, as applicable, 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. (ii) The Company shall have requested and caused Ernst & Young LLP to have furnished to the Underwriter, at the Execution Time and at the Closing Date, letters addressed to the Underwriter and dated, respectively, as of the Execution Time and as of the Closing Date, of the type described in the American Institute of Certified Public Accountants' Statement on Auditing Standards No. All 72, in form and substance reasonably satisfactory to the Underwriter, (1) confirming that they were independent certified public accountants of IKON and the Company within the meaning of the Act and the Exchange Act until September 30, 1999, and (2) stating in effect that, in their opinion, the financial statements and financial statement schedules included in material incorporated by reference into the Prospectus shall be deemed included in the Registration Statement and the Final Prospectus for purposes and reported on by them comply as to form in all material respects with the applicable accounting requirements of this subsectionthe Act and the Exchange Act.

Accountants’ Letter. The Company shall have furnished to the Agents on the Closing Date a letter of PricewaterhouseCoopers LLP Ernst & Young LLP, addressed jointly to the Company and the Agents and dated the Closing Date, of the type described in the American Institute of Certified Public Accountants' Statement on Auditing Standards No. 4972, in form and substance reasonably satisfactory to the Agents confirming that they are independent accountants within the meaning of the Act and the applicable published Rules and Regulations thereunder and stating in effect that: (i) In their opinion, the financial statements and schedules examined by them and included incorporated by reference in the Prospectus prospectus contained in the Registration Statement comply in form in all material respects with the applicable accounting requirements of the Act and the related published Rules and Regulations; (ii) They have made a review of any unaudited financial statements included incorporated by reference 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 the review referred to in (ii) above and a reading of the latest available interim financial statements of the Company, inquired 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: (A) the unaudited consolidated financial statements, if any, incorporated by reference in the Registration Statement, Prospectus and Prospectus Supplement, do not comply as to in form in all material respects with the applicable accounting requirements of the Exchange Act and the related rules published Rules and regulations adopted by the Commission; (B) any material modifications should be made to the unaudited consolidated financial statements, if any, incorporated by reference in the Registration Statement, Prospectus, and Prospectus Supplement, for them to be Regulations are not in conformity with generally accepted accounting principlesprinciples applied on a basis substantially consistent with that of the audited financial statements incorporated by reference in the Prospectus; (CB) the unaudited capsule information, if any, included in the Prospectus does not agree with the 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 incorporated by reference in the Prospectus; (DC) at the date of the latest available balance sheet read by such accountants, or at a subsequent specified date not more than five days prior to the Closing Date, there was any change in the capital stock, any increase in short-term indebtedness or long-term debt of the Company and consolidated subsidiaries or, at the date of the latest available balance sheet read by such accountants, there was any decrease in consolidated net assets as compared with amounts shown on the latest balance sheet included incorporated by reference in the Prospectus; or (ED) for the period from the date of the latest income statement included in the Prospectus to the closing date of the latest available income statement read by such accountants there were any decreases, as compared with the corresponding period of the previous yearyear in revenues, in consolidated rental income before income taxes and cumulative effect of accounting change, or net income, total revenues, net income or in the ratio of earnings to fixed charges; except in all cases set forth in clauses (DC) and (ED) above for changes, increases or decreases which the Prospectus discloses have occurred or may occur or which are 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. All financial statements and schedules included in material incorporated by reference into the Prospectus shall be deemed included in the Prospectus for purposes of this subsection.

Accountants’ Letter. The Company Kinetiks shall have furnished delivered to Imagenuity at the Agents on the Closing Date a letter of PricewaterhouseCoopers LLP addressed jointly to the Company and the Agents and dated the Closing Effective Date, letters from Gerald R. Hendricks & Xxxxxxx, X.X., xated as of the type described in the American Institute of Certified Public Accountants' Statement on Auditing Standards No. 49that date, addressed to Imagenuity, in form and substance reasonably satisfactory to Imagenuity, stating in effect: (i) During the Agents confirming that they are period covered by its report(s) relating to the Kinetiks Financial Statements, it was an independent accountants certified public accountant with respect to Kinetiks within the meaning of the Securities Act of 1933 and the applicable published Rules rules and Regulations thereunder and stating in effect that:regulations thereunder; (iii) In their its opinion, the financial statements and schedules examined Kinetiks Financial Statements covered by them and included in the Prospectus contained in the Registration Statement their report comply in as to form in all material respects with the applicable accounting requirements of the Securities Act of 1933 and the related published Rules Exchange Act of 1934 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;rules and regulations thereunder; and (iii) On the basis of the review referred to procedures (but not an examination made in (iiaccordance with generally accepted auditing standards) above and consisting of a reading of the latest available unaudited interim financial statements of the Company, inquired of officials Kinetiks (with an indication of the Company who have responsibility date of the latest available unaudited interim financial statements), and inquiries to certain officers and other employees of each of Kinetiks and Elinear responsible for financial and accounting matters and other specified proceduresmatters, nothing came has come to their its attention that caused them it to believe that: that (A) the unaudited consolidated financial statements, if any, incorporated by reference in the Registration Statement, Prospectus and Prospectus Supplement, statements of Kinetiks do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act of 1933 and the Exchange Act of 1934 and the related rules and regulations adopted by the Commission; (B) any material modifications should be made to the thereunder, or such unaudited consolidated financial statements, if any, incorporated by reference statements were not prepared in the Registration Statement, Prospectus, and Prospectus Supplement, for them to be in conformity accordance with generally accepted accounting principles; (C) the unaudited capsule information, if any, included principles consistent in all material respects with those followed in the Prospectus does not agree with the 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 preparation of the audited financial statements included in the Prospectus; (D) at the date statements, or are not a fair presentation of the latest available balance sheet read by such accountants, or at a subsequent specified date not more than five days prior to the Closing Date, there was any change in the capital stock, any increase in debt of the Company and consolidated subsidiaries or, at the date of the latest available balance sheet read by such accountants, there was any decrease in consolidated net assets as compared with amounts shown on the latest balance sheet included in the Prospectus; or (E) for the period from the date of the latest income statement included in the Prospectus to the closing date of the latest available income statement read by such accountants there were any decreases, as compared with the corresponding period of the previous year, in consolidated rental income, total revenues, net income or in the ratio of earnings to fixed charges; except in all cases set forth in clauses (D) and (E) above for changes, increases or decreases which the Prospectus discloses have occurred or may occur or which are 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 purported to be in agreement with such results, except as otherwise specified in such letter. All financial statements and schedules included in material incorporated by reference into the Prospectus shall be deemed included in the Prospectus for purposes of this subsectionshown.

Accountants’ Letter. The Company On the Effective Date you shall have furnished to the Agents on the Closing Date a letter of received from PricewaterhouseCoopers LLP addressed jointly to the Company and the Agents and dated the Closing Date, of the type described in the American Institute of Certified Public Accountants' Statement on Auditing Standards No. 49a letter, in form and substance reasonably satisfactory to you in all respects (including the Agents confirming that they are independent accountants within the meaning nonmaterial nature of the Act changes and the applicable published Rules and Regulations thereunder and stating decreases, if any, referred to in effect clause (iii) herein), advising that: (i) In they are independent certified public accountants as required by the Act and the Regulations and the answer to Item 27 of the Registration Statement does not require any statement relating to them; (ii) it is their opinion, opinion that the financial statements and supporting schedules examined by them filed as part of the Registration Statement and those included in the Prospectus contained in the Registration Statement Prospectus, and covered by their opinions therein, comply in as to form in all material respects with the applicable accounting requirements of the Act and the related published Rules and Regulations; (ii) They have made a review of any unaudited Regulations relating to 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 letterregistration statements on Form S-11; (iii) On based on the basis of the limited review referred to set forth in (ii) above and a reading of the latest available interim financial statements of the Company, inquired of officials of the Company who have responsibility for financial and accounting matters and other specified proceduresdetail in such letter, nothing came to their attention that caused them to believe that: (A) that during the unaudited consolidated financial statements, if any, incorporated by reference in the Registration Statement, Prospectus and Prospectus Supplement, do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the related rules and regulations adopted by the Commission; (B) any material modifications should be made to the unaudited consolidated financial statements, if any, incorporated by reference in the Registration Statement, Prospectus, and Prospectus Supplement, for them to be in conformity with generally accepted accounting principles; (C) the unaudited capsule information, if any, included in the Prospectus does not agree with the amounts set forth in the unaudited consolidated financial statements period 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; (D) at the date of the latest available balance sheet read by such accountants, or at of the Company contained in the Prospectus to a subsequent specified date not more than five (5) days prior to the Closing Datedate on which the Registration Statement initially becomes effective, there was any change in the capital stockstockholder's equity, any increase in debt liabilities or net assets of the Company and consolidated subsidiaries or, at the date of the latest available balance sheet read by such accountants, there was any decrease in consolidated net assets as compared with amounts shown on the latest balance sheet included in the Prospectus; or (E) for the period from the date of the latest income statement included in the Prospectus to the closing date of the latest available income statement read by such accountants there were any decreases, as compared with the corresponding period of the previous year, amounts shown in consolidated rental income, total revenues, net income such balance sheet other than as such change may have been contemplated by or in the ratio of earnings to fixed charges; except in all cases set forth in clauses (D) and (E) above for changes, increases the Registration Statement or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; andProspectus; (iv) They have compared specified based on procedures consisting of a reading of the percentages and dollar amounts (or percentages derived from such dollar amounts) and other financial information contained related text set forth in the Prospectus and the Registration Statement under the captions "Prior Offerings by Affiliates" and "Prior Performance Tables" (in each case including Table VI included as an exhibit to the extent that such Registration Statement), and all dollar amountsamounts in the related notes referenced therein, percentages inquiry of officers and other financial information are derived from the general accounting records employees of the Company and its subsidiaries subject to the internal controls corporate general partner of the Company's accounting system or are derived directly from such records by analysis or computation) with the results obtained from inquiriesCorporate Property Associates, Corporate Property Associates 2, Corporate Property Associates 3, Corporate Property Associates 4, a reading of such general accounting records 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 procedures specified in such letter employees of Corporate Property Associates 10 Incorporated, Xxxxx Institutional Properties Incorporated, Corporate Property Associates 12 Incorporated, and Corporate Property Associates 14, Incorporated (collectively the "CPA(R) REITs"), and counsel for the CPA(R) Partnerships and the CPA(R) REITs, they have found such dollar amounts, percentages and other financial information dollar amounts to be in agreement with the respective relevant accounting and financial records of the CPA(R) Partnerships and CPA(R) REITs; and (v) they have conducted such resultsother procedures as may be mutually agreed by the Company, except as otherwise specified in such letter. All financial statements Selected Dealers and schedules included in material incorporated by reference into the Prospectus shall be deemed included in the Prospectus for purposes of this subsectionSelected Investment Advisors.

Accountants’ Letter. The Company At its option, FFC shall have furnished received a ------------------- "comfort" letter from the independent certified public accountants for KHG, dated (i) the effective date of the Registration Statement and (ii) the Effective Date, in each case substantially to the Agents on the Closing Date effect that: (1) it is a letter firm of PricewaterhouseCoopers LLP addressed jointly to the Company and the Agents and dated the Closing Date, of the type described in the American Institute of Certified Public Accountants' Statement on Auditing Standards No. 49, in form and substance reasonably satisfactory to the Agents confirming that they are independent accountants with respect to KHG and its subsidiaries within the meaning of the 1933 Act and the rules and regulations of the SEC thereunder; (2) in its opinion the audited financial statements of KHG examined by it and included in the Registration Statement comply as to form in all material respects with the applicable requirements of the 1933 Act and the applicable published Rules rules and Regulations regulations of the SEC thereunder with respect to registration statements on the form employed; and (3) on the basis of specified procedures (which do not constitute an examination in accordance with generally accepted audit standards), consisting of a reading of the unaudited financial statements, if any, of KHG included in such Registration Statement and stating in effect that: of the latest available unaudited financial statements of KHG, inquiries of officers responsible for financial and accounting matters of KHG and a reading of the minutes of meetings of stockholders and the Board of Directors of KHG, nothing has come to its attention which causes it to believe: (i) In their opinion, that the financial statements and schedules examined by them and statements, if any, of KHG included in the Prospectus contained in the such Registration Statement do not comply in form in all material respects with the applicable accounting requirements of the 1933 Act and the related published Rules rules and Regulations; regulations thereunder; and (ii) They have made a review of that any such unaudited financial statements included of KHG from which unaudited quarterly financial information set forth in the Prospectus in accordance with standards established by the American Institute of Certified Public Accountantssuch Registration Statement has been derived, as indicated in their report or reports attached to such letter; (iii) On the basis of the review referred to in (ii) above and a reading of the latest available interim financial statements of the Company, inquired 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: (A) the unaudited consolidated financial statements, if any, incorporated by reference in the Registration Statement, Prospectus and Prospectus Supplement, do are not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the related rules and regulations adopted by the Commission; (B) any material modifications should be made to the unaudited consolidated financial statements, if any, incorporated by reference in the Registration Statement, Prospectus, and Prospectus Supplement, for them to be fairly presented in conformity with generally accepted accounting principles; (C) the unaudited capsule information, if any, included in the Prospectus does not agree with the amounts set forth in the unaudited consolidated financial statements from which it was derived or was not determined principles applied on a basis substantially consistent with that of the audited financial statements included in the Prospectus; (D) at the date of the latest available balance sheet read by such accountants, or at a subsequent specified date not more than five days prior to the Closing Date, there was any change in the capital stock, any increase in debt of the Company and consolidated subsidiaries or, at the date of the latest available balance sheet read by such accountants, there was any decrease in consolidated net assets as compared with amounts shown on the latest balance sheet included in the Prospectus; or (E) for the period from the date of the latest income statement included in the Prospectus to the closing date of the latest available income statement read by such accountants there were any decreases, as compared with the corresponding period of the previous year, in consolidated rental income, total revenues, net income or in the ratio of earnings to fixed charges; except in all cases set forth in clauses (D) and (E) above for changes, increases or decreases which the Prospectus discloses have occurred or may occur or which are 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. All financial statements and schedules included in material incorporated by reference into the Prospectus shall be deemed included in the Prospectus for purposes of this subsectionstatements.

Accountants’ Letter. The Company At the time this Agreement is executed and as of the Closing Date and each Option Closing Date, as applicable, Xxxxxxxx Xxxxxxxx Xxxxxxx, the current independent public accountants for the Company, shall have furnished to the Agents on the Closing Date Underwriters a letter of PricewaterhouseCoopers LLP addressed jointly to the Company and the Agents Underwriters and dated the date of this Agreement and/or the Closing Date, and each Option Closing Date, as applicable, to within five business days of the type described in the American Institute of Certified Public Accountants' Statement on Auditing Standards No. 49such dates, in form and substance reasonably satisfactory to the Agents Representative and counsel to the Representative, confirming that they are it is the independent accountants public accountant with respect to the Company within the meaning of the Securities Act and the applicable Regulations and published Rules and Regulations thereunder instructions, and stating in to the effect that: (i) In their its opinion, the audited financial statements and schedules examined by them and included in the Prospectus contained in the Registration Statement and Prospectus covered by its report included therein, comply in as to form in all material respects with the applicable accounting requirements of the Securities Act and the related Regulations and published Rules and Regulations;instructions. (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 the basis of the review referred to in (ii) above and a reading of the latest available interim financial statements minutes of the Companyshareholders' and directors' meetings of the Company since their respective inceptions, inquired inquiries of officials of the Company who have responsibility responsible for financial and accounting matters matters, and other specified proceduresprocedures and inquiries, nothing came to their its attention that caused them causing it to believe that: (A) the unaudited consolidated financial statements, if any, incorporated by reference information set forth in the Registration Statement, Prospectus and Prospectus Supplement, do does not comply as to form in all material respects with the applicable accounting requirements of the Exchange Securities Act and the related rules published instructions and regulations adopted by Regulations and is not fairly presented in accordance with generally accepted accounting principles applied on a basis consistent with the Commission;audited financial statements set forth in the Prospectus, or (B) any material modifications should be made with respect to the unaudited consolidated financial statementsperiod subsequent to March 31, if any1998, incorporated by reference in the Registration Statementthere were, Prospectus, and Prospectus Supplement, for them to be in conformity with generally accepted accounting principles; (C) the unaudited capsule information, if any, included in the Prospectus does not agree with the 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; (D) at the date of the latest available balance sheet read by such accountants, or at a subsequent specified date not more than five three business days prior to the Closing Datedate of such letter, there was any change changes in the capital stock, any increase in stock or long-term debt obligations of the Company and consolidated subsidiaries orCompany, at the date or any changes or decreases in shareholders' equity, net assets, or current net assets of the latest available balance sheet read by such accountantsCompany, there was any decrease in consolidated net assets as compared with amounts shown on the latest balance sheet included in the Prospectus; or (E) for the period from the date of the latest income statement included in the Prospectus to the closing date of the latest available income statement read by such accountants there were any decreases, each as compared with the corresponding period amounts shown in the most recent balance sheet of the previous year, in consolidated rental income, total revenues, net income or Company included in the ratio Registration Statement or disclosed in such Registration Statement, except as otherwise disclosed in the letter. It has compared specific dollar amounts, numbers of earnings shares of securities, percentages of revenues and earnings, and statements about other financial or statistical information pertaining to fixed charges; except in all cases the Company set forth in clauses (D) and (E) above for changesthe Prospectus, increases or decreases which the Prospectus discloses have occurred or may occur or which are 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 numbers, percentages, statements, and other financial information are may be derived from the general accounting records records, which are subject to the system of internal accounting controls, including worksheets, of the Company (and its subsidiaries subject to the internal controls of the Company's accounting system or are derived directly from such records excluding any questions requiring an interpretation by analysis or computation) legal counsel), with the results obtained from the application of specific readings, inquiries, a reading of such general accounting records and other appropriate procedures specified (which procedures do not constitute an examination in such letter accordance with generally accepted auditing standards) set forth in the letter, and have found such dollar amounts, percentages and other financial information them to be in agreement with such results, except as otherwise specified in such letter. All financial statements and schedules included in material incorporated by reference into the Prospectus shall be deemed included in the Prospectus for purposes of this subsectionagreement.

Accountants’ Letter. The Company Representatives shall have furnished to the Agents on the Closing Date received from Coopers & Lybrand L.L.P. a letter of PricewaterhouseCoopers LLP addressed jointly to or letters xxxxx, respectively, the Company date hereof and the Agents and dated the Closing Date, of the type described in the American Institute of Certified Public Accountants' Statement on Auditing Standards No. 49, in form and substance reasonably satisfactory to the Agents confirming that Representatives, to the effect that: (a) they are independent accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations thereunder and stating in effect that:Regulations; (ib) In in their opinion, the financial statements and schedules examined audited by them and included in the Prospectus contained in the Registration Statement and the Prospectus comply in form in all material respects with the applicable accounting requirements of the Act and the related published Rules rules and Regulationsregulations; (iic) 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 the review referred to in (ii) above and a reading of the latest available interim audited financial statements of the Company, inquired for the year ended May 31, 1996, and the unaudited financial statements of the Company for the period ended [August 31, 1996], 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 the comments set forth in this paragraph, a reading of the minute books of the shareholders, the board of directors and any committees thereof of the Company, and inquiries of certain officials of the Company who have responsibility for financial and accounting matters and other specified proceduresmatters, nothing came to their attention that caused them to believe that: (Ai) the unaudited consolidated condensed financial statements, if any, incorporated by reference statements of the Company included in the Registration Statement, Statement and the Prospectus and Prospectus Supplement, do not comply as to in form in all material respects with the applicable accounting requirements of the Exchange Act and the related published rules and regulations adopted by the Commission; (B) any material modifications should be made to the unaudited consolidated financial statements, if any, incorporated by reference in the Registration Statement, Prospectus, and Prospectus Supplement, for them to be thereunder or are not in conformity with generally accepted accounting principles; (C) the unaudited capsule information, if any, included in the Prospectus does not agree with the amounts set forth in the unaudited consolidated financial statements from which it was derived or was not determined principles applied on a basis substantially consistent with that of the audited financial statements included in the Registration Statement and the Prospectus;; and (Dii) at the date of the latest available balance sheet read by such accountants, or at a subsequent specified specific date not more than five business days prior to the Closing Datedate of such letter, there was were any change changes in the capital stock, any increase in stock or long-term debt of the Company and consolidated subsidiaries or, at the date 21 or any decreases in net current assets or stockholders' equity of the latest available balance sheet read by such accountantsCompany, there was any decrease in consolidated net assets as each case compared with amounts shown on the latest [August 31, 1996] balance sheet included in the Registration Statement and the Prospectus; or (E) , or for the period from the [August 31, 1996] to such specified date of the latest income statement included in the Prospectus to the closing date of the latest available income statement read by such accountants there were any decreases, as compared with the corresponding period of in the previous preceding year, in consolidated rental incomenet sales, total revenuesgross 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 in net income (loss) per share of the ratio of earnings to fixed charges; Company, except in all cases set forth in clauses (D) and (E) above instances for changes, decreases or increases or decreases which the Prospectus discloses have occurred or may occur or which are described set forth in such letter; and (ivd) They they have compared carried out certain specified dollar amounts (or percentages derived from such dollar amounts) and other financial information contained in the Prospectus (in each case procedures, not constituting an audit, with respect to the extent that such dollar certain amounts, percentages and other financial information that are derived from the general accounting records of the Company and its subsidiaries subject to are included in the internal controls of Registration Statement and the Company's accounting system or are derived directly from such records by analysis or computation) with the results obtained from inquiriesProspectus, a reading of such general accounting records and other procedures specified in such letter and have found compared such dollar amounts, percentages and other financial information with such records of the Company and with information derived from such records and have found them to be in agreement agreement, excluding any questions of legal interpretation. In the event that the letters referred to above set forth any such changes, decreases 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 such resultsthe purchase and delivery of the Shares as contemplated by the Registration Statement, except as otherwise specified amended as of the date hereof. References to the Registration Statement and the Prospectus in this Section 7.5 with respect to either letter referred to above shall include any amendment or supplement thereto at the date of such letter. All financial statements and schedules included in material incorporated by reference into the Prospectus shall be deemed included in the Prospectus for purposes of this subsection.

Accountants’ Letter. The Company Representatives shall have furnished to the Agents on the Closing Date received from Xxxxxx & Xxxxxx a letter of PricewaterhouseCoopers LLP addressed jointly to or letters dated, respectively, the Company date hereof and the Agents and dated the Closing Date, of the type described in the American Institute of Certified Public Accountants' Statement on Auditing Standards No. 49, in form and substance reasonably satisfactory to the Agents confirming that Representatives, to the effect that: (a) they are independent accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations thereunder and stating in effect that:Regulations; (ib) In in their opinion, the financial statements and schedules examined audited by them and included in the Prospectus contained in the Registration Statement and the Prospectus comply in form in all material respects with the applicable accounting requirements of the Act and the related published Rules rules and Regulationsregulations; (iic) 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 the review referred to in (ii) above and a reading of the latest available interim audited financial statements of the Company, inquired for the years ended June 30, 1995 and June 30, 1996, and the unaudited financial statements of the Company for the period ended December 31, 1996, 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 the comments set forth in this paragraph, a reading of the minute books of the shareholders, the board of directors and any committees thereof of the Company, and inquiries of certain officials of the Company who have responsibility for financial and accounting matters and other specified proceduresmatters, nothing came to their attention that caused them to believe that: (Ai) the unaudited consolidated condensed financial statements, if any, incorporated by reference statements of the Company included in the Registration Statement, Statement and the Prospectus and Prospectus Supplement, do not comply as to in form in all material respects with the applicable accounting requirements of the Exchange Act and the related published rules and regulations adopted by the Commission; (B) any material modifications should be made to the unaudited consolidated financial statements, if any, incorporated by reference in the Registration Statement, Prospectus, and Prospectus Supplement, for them to be thereunder or are not in conformity with generally accepted accounting principles; (C) the unaudited capsule information, if any, included in the Prospectus does not agree with the amounts set forth in the unaudited consolidated financial statements from which it was derived or was not determined principles applied on a basis substantially consistent with that of the audited financial statements included in the Registration Statement and the Prospectus;; and (Dii) at the date of the latest available balance sheet read by such accountants, or at a subsequent specified specific date not more than five business days prior to the Closing Datedate of such letter, there was were any change changes in the capital stock, any increase in stock or long-term debt of the Company and consolidated subsidiaries or, at the date or any decreases in net current assets or stockholders' equity of the latest available balance sheet read by such accountantsCompany, there was any decrease in consolidated net assets as each case compared with amounts shown on the latest December 31, 1996 balance sheet included in the Registration Statement and the Prospectus; or (E) , or for the period from the December 31, 1996 to such specified date of the latest income statement included in the Prospectus to the closing date of the latest available income statement read by such accountants there were any decreases, as compared with the corresponding period of in the previous preceding year, in consolidated rental incomenet sales, total revenuesgross 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 in net income (loss) per share of the ratio of earnings to fixed charges; Company, except in all cases set forth in clauses (D) and (E) above instances for changes, decreases or increases or decreases which the Prospectus discloses have occurred or may occur or which are described set forth in such letter; and (ivd) They they have compared carried out certain specified dollar amounts (or percentages derived from such dollar amounts) and other financial information contained in the Prospectus (in each case procedures, not constituting an audit, with respect to the extent that such dollar certain amounts, percentages and other financial information that are derived from the general accounting records of the Company and its subsidiaries subject to are included in the internal controls of Registration Statement and the Company's accounting system or are derived directly from such records by analysis or computation) with the results obtained from inquiriesProspectus, a reading of such general accounting records and other procedures specified in such letter and have found compared such dollar amounts, percentages and other financial information with such records of the Company and with information derived from such records and have found them to be in agreement agreement, excluding any questions of legal interpretation. In the event that the letters referred to above set forth any such changes, decreases 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 such resultsthe purchase and delivery of the Shares as contemplated by the Registration Statement, except as otherwise specified amended as of the date hereof. References to the Registration Statement and the Prospectus in this Section 7.4 with respect to either letter referred to above shall include any amendment or supplement thereto at the date of such letter. All financial statements and schedules included in material incorporated by reference into the Prospectus shall be deemed included in the Prospectus for purposes of this subsection.

Accountants’ Letter. The Company shall have furnished to the Agents on the Closing Date a letter of PricewaterhouseCoopers LLP Xxxxx & Young LLP, addressed jointly to the Company and the Agents and dated the Closing Date, of the type described in the American Institute of Certified Public Accountants' Statement on Auditing Standards No. 4972, in form and substance reasonably satisfactory to the Agents confirming that they are independent accountants within the meaning of the Act and the applicable published Rules and Regulations thereunder and stating in effect that: (i) In their opinion, the financial statements and schedules examined by them and included incorporated by reference in the Prospectus prospectus contained in the Registration Statement comply in form in all material respects with the applicable accounting requirements of the Act and the related published Rules and Regulations; (ii) They have made a review of any unaudited financial statements included incorporated by reference 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 the review referred to in (ii) above and a reading of the latest available interim financial statements of the Company, inquired 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: (A) the unaudited consolidated financial statements, if any, incorporated by reference in the Registration Statement, Prospectus and Prospectus Supplement, do not comply as to in form in all material respects with the applicable accounting requirements of the Exchange Act and the related rules published Rules and regulations adopted by the Commission; (B) any material modifications should be made to the unaudited consolidated financial statements, if any, incorporated by reference in the Registration Statement, Prospectus, and Prospectus Supplement, for them to be Regulations or are not in conformity with generally accepted accounting principlesprinciples applied on a basis substantially consistent with that of the audited financial statements incorporated by reference in the Prospectus; (CB) the unaudited capsule information, if any, included in the Prospectus does not agree with the 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 incorporated by reference in the Prospectus; (DC) at the date of the latest available balance sheet read by such accountants, or at a subsequent specified date not more than five days prior to the Closing Date, there was any change in the capital stock, any increase in short-term indebtedness or long-term debt of the Company and consolidated subsidiaries or, at the date of the latest available balance sheet read by such accountants, there was any decrease in consolidated net assets as compared with amounts shown on the latest balance sheet included incorporated by reference in the Prospectus; or (ED) for the period from the date of the latest income statement included in the Prospectus to the closing date of the latest available income statement read by such accountants there were any decreases, as compared with the corresponding period of the previous yearyear in revenues, in consolidated rental income before income taxes and cumulative effect of accounting change, or net income, total revenues, net income or in the ratio of earnings to fixed charges; except in all cases set forth in clauses (DC) and (ED) above for changes, increases or decreases which the Prospectus discloses have occurred or may occur or which are 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. All financial statements and schedules included in material incorporated by reference into the Prospectus shall be deemed included in the Prospectus for purposes of this subsection.

Accountants’ Letter. The Company At its option, FFC shall have furnished received a ------------------- "comfort" letter from the independent certified public accountants for WNB, dated (i) the effective date of the Registration Statement and (ii) the effective date, in each case substantially to the Agents on the Closing Date effect that: (1) it is a letter firm of PricewaterhouseCoopers LLP addressed jointly independent public accounts with respect to the Company WNB and the Agents and dated the Closing Date, of the type described in the American Institute of Certified Public Accountants' Statement on Auditing Standards No. 49, in form and substance reasonably satisfactory to the Agents confirming that they are independent accountants its subsidiaries within the meaning of the 1933 Act and the rules and regulations of the SEC thereunder; (2) in its opinion the audited financial statements of WNB examined by it and included in the Registration Statement comply as to form in all material respects with the applicable requirements of the 1933 Act and the applicable published Rules rules and Regulations regulations of the SEC thereunder with respect to registration statements on the form employed; and (3) on the basis of specified procedures (which do not constitute an examination in accordance with generally accepted audit standards), consisting of a reading of the unaudited financial statements, if any, of WNB included in such Registration Statement and stating in effect that: of the latest available unaudited financial statements of WNB, inquiries of officers responsible for financial and accounting matters of WNB and a reading of the minutes of meetings of shareholders and the Board of Directors of WNB, nothing has come to its attention which causes it to believe: (i) In their opinion, that the financial statements and schedules examined by them and statements, if any, of WNB included in the Prospectus contained in the such Registration Statement do not comply in form in all material respects with the applicable accounting requirements of the 1933 Act and the related published Rules rules and Regulations; regulations thereunder; and (ii) They have made a review of that any such unaudited financial statements included information set forth in the Prospectus in accordance with standards established by the American Institute of Certified Public Accountantssuch Registration Statement has been derived, as indicated in their report or reports attached to such letter; (iii) On the basis of the review referred to in (ii) above and a reading of the latest available interim financial statements of the Company, inquired 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: (A) the unaudited consolidated financial statements, if any, incorporated by reference in the Registration Statement, Prospectus and Prospectus Supplement, do are not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the related rules and regulations adopted by the Commission; (B) any material modifications should be made to the unaudited consolidated financial statements, if any, incorporated by reference in the Registration Statement, Prospectus, and Prospectus Supplement, for them to be fairly presented in conformity with generally accepted accounting principles; (C) the unaudited capsule information, if any, included in the Prospectus does not agree with the amounts set forth in the unaudited consolidated financial statements from which it was derived or was not determined principles applied on a basis substantially consistent with that of the audited financial statements included in the Prospectus; (D) at the date of the latest available balance sheet read by such accountants, or at a subsequent specified date not more than five days prior to the Closing Date, there was any change in the capital stock, any increase in debt of the Company and consolidated subsidiaries or, at the date of the latest available balance sheet read by such accountants, there was any decrease in consolidated net assets as compared with amounts shown on the latest balance sheet included in the Prospectus; or (E) for the period from the date of the latest income statement included in the Prospectus to the closing date of the latest available income statement read by such accountants there were any decreases, as compared with the corresponding period of the previous year, in consolidated rental income, total revenues, net income or in the ratio of earnings to fixed charges; except in all cases set forth in clauses (D) and (E) above for changes, increases or decreases which the Prospectus discloses have occurred or may occur or which are 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. All financial statements and schedules included in material incorporated by reference into the Prospectus shall be deemed included in the Prospectus for purposes of this subsectionstatements.

Accountants’ Letter. The Company On the Effective Date you shall have furnished to the Agents on the Closing Date a letter of received from PricewaterhouseCoopers LLP addressed jointly to the Company and the Agents and dated the Closing Date, of the type described in the American Institute of Certified Public Accountants' Statement on Auditing Standards No. 49a letter, in form and substance reasonably satisfactory to you in all respects (including the Agents confirming that they are independent accountants within the meaning nonmaterial nature of the Act changes and the applicable published Rules and Regulations thereunder and stating decreases, if any, referred to in effect clause (iii) herein), advising that: (i) In their opinion, they are independent certified public accountants as required by the financial statements Securities Act and schedules examined by them the Regulations and included in the Prospectus contained in answer to Item 27 of the Registration Statement comply in form in all material respects with the applicable accounting requirements of the Act and the related published Rules and Regulationsdoes not require any statement relating to them; (ii) They have made a review of any unaudited it is their opinion that the financial statements and supporting schedules filed as part of the Registration Statement and those included in the Prospectus in accordance with standards established Prospectus, and covered by the American Institute of Certified Public Accountantstheir opinions therein, as indicated in their report or reports attached to such letter; (iii) On the basis of the review referred to in (ii) above and a reading of the latest available interim financial statements of the Company, inquired 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: (A) the unaudited consolidated financial statements, if any, incorporated by reference in the Registration Statement, Prospectus and Prospectus Supplement, do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Securities Act and the related rules and regulations adopted by Regulations relating to financial statements in the Commissionregistration statement on Form S-11; (Biii) any material modifications should be made to based on the unaudited consolidated financial statements, if any, incorporated by reference in the Registration Statement, Prospectus, and Prospectus Supplement, for them to be in conformity with generally accepted accounting principles; (C) the unaudited capsule information, if any, included in the Prospectus does not agree with the amounts limited review set forth in detail in such letter, nothing came to their attention that caused them to believe that during the unaudited consolidated financial statements period 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; (D) at the date of the latest available balance sheet read by such accountants, or at of the Company contained in the Prospectus to a subsequent specified date not more than five (5) days prior to the Closing Datedate on which the Registration Statement initially becomes effective, there was any change in the capital stockstockholder's equity, any increase in debt liabilities or net assets of the Company and consolidated subsidiaries or, at the date of the latest available balance sheet read by such accountants, there was any decrease in consolidated net assets as compared with amounts shown on the latest balance sheet included in the Prospectus; or (E) for the period from the date of the latest income statement included in the Prospectus to the closing date of the latest available income statement read by such accountants there were any decreases, as compared with the corresponding period of the previous year, amounts shown in consolidated rental income, total revenues, net income such balance sheet other than as such change may have been contemplated by or in the ratio of earnings to fixed charges; except in all cases set forth in clauses (D) and (E) above for changes, increases the Registration Statement or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; andProspectus; (iv) They have compared specified based on procedures consisting of a reading of the percentages and dollar amounts (or percentages derived from such dollar amounts) and other financial information contained related text set forth in the Prospectus and the Registration Statement under the captions "Prior Offerings by Affiliates" and "Prior Performance Tables" (in each case including Table VI included as an exhibit to the extent that such Registration Statement), and all dollar amountsamounts in the related notes referenced therein, percentages inquiry of officers and other financial information are derived from the general accounting records employees of the Company and its subsidiaries subject to the internal controls corporate general partner of the Company's accounting system or are derived directly from such records by analysis or computation) with the results obtained from inquiriesCorporate Property Associates, Corporate Property Associates 4, a reading of such general accounting records California limited partnership, Corporate Property Associates 6 - a California limited partnership and Corporate Property Associates 9, L.P., (collectively the "CPA(R) Partnerships") and the officers and other procedures specified in such letter employees of 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 found such dollar amounts, percentages and other financial information dollar amounts to be in agreement with the respective relevant accounting and financial records of the CPA(R) Partnerships and CPA(R) REITs; and (v) they have conducted such resultsother procedures as may be mutually agreed by the Company, except as otherwise specified in such letter. All financial statements Selected Dealers and schedules included in material incorporated by reference into the Prospectus shall be deemed included in the Prospectus for purposes of this subsectionSelected Investment Advisors.

Accountants’ Letter. The Company shall have furnished to the Agents Agent on the Closing Date a letter of PricewaterhouseCoopers LLP Ernst & Young addressed jointly to the Company and the Agents Agent and dated the Closing Date, of the type described in the American Institute of Certified Public Accountants' Statement on Auditing Standards No. 4972, in form and substance reasonably satisfactory to the Agents Agent confirming that they are independent accountants within the meaning of the Act and the applicable published Rules and Regulations thereunder and stating in effect that: (i) In their opinion, the financial statements and schedules examined by them and included in the Prospectus contained in the Registration Statement comply in form in all material respects with the applicable accounting requirements of the Act and the related published Rules and Regulations; (ii2) 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; (iii3) On the basis of the review referred to in (ii) above and a reading of the latest available interim financial statements of the Company, inquired 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: (A1) the unaudited consolidated financial statements, if any, incorporated by reference included in the Registration Statement, Prospectus and Prospectus Supplement, do not comply as to in form in all material respects with the applicable accounting requirements of the Exchange Act and the related rules published Rules and regulations adopted by the Commission; (B) any material modifications should be made to the unaudited consolidated financial statements, if any, incorporated by reference in the Registration Statement, Prospectus, and Prospectus Supplement, for them to be Regulations or are not in conformity with generally accepted accounting principlesprinciples applied on a basis substantially consistent with that of the audited financial statements included in the Prospectus; (C2) the unaudited capsule information, if any, included in the Prospectus does not agree with the 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; (D3) at the date of the latest available balance sheet read by such accountants, or at a subsequent specified date not more than five days prior to the Closing Date, there was any change in the capital stock, any increase in debt of the Company and consolidated subsidiaries or, at the date of the latest available balance sheet read by such accountants, there was any decrease in consolidated net assets as compared with amounts shown on the latest balance sheet included in the Prospectus; or (E4) for the period from the date of the latest income statement included in the Prospectus to the closing date Closing Date of the latest available income statement read by such accountants there were any decreases, as compared with the corresponding period of the previous year, in consolidated rental income, total revenues, net income or in the ratio of earnings to fixed charges; 14 14 except in all cases set forth in clauses (DC) and (ED) above for changes, increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; and (iv4) They have compared specified dollar amounts (or percentages percent ages 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 agree ment with such results, except as otherwise specified in such letter. All financial statements and schedules included in material incorporated by reference into the Prospectus shall be deemed included in the Prospectus for purposes of this subsection.

Accountants’ Letter. The Company On the Effective Date you shall have furnished to the Agents on the Closing Date a letter of PricewaterhouseCoopers LLP addressed jointly to the Company and the Agents and dated the Closing Date, of the type described in the American Institute of Certified Public Accountants' Statement on Auditing Standards No. 49received from Coopers & Lybrxxx x xetter, in form and substance reasonably satisfactory to you in all respects (including the Agents confirming that they are independent accountants within the meaning non-material nature of the Act changes and the applicable published Rules and Regulations thereunder and stating decreases, if any, referred to in effect clause (iii) herein), advising that: (i) In they are independent certified public accountants as required by the Act and the Regulations and the answer to Item 27 of the Registration Statement does not require any statement relating to them; (ii) it is their opinion, opinion that the financial statements and schedules examined by them supporting schedules, if any, filed as part of the Registration Statement and those included in the Prospectus contained in the Registration Statement Prospectus, and covered by their opinions therein, comply in as to form in all material respects with the applicable accounting requirements of the Act and the related published Rules and Regulations; (ii) They have made a review of any unaudited Regulations relating to 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 letterregistration statements on Form S-11; (iii) On based on the basis of the limited review referred to set forth in (ii) above and a reading of the latest available interim financial statements of the Company, inquired of officials of the Company who have responsibility for financial and accounting matters and other specified proceduresdetail in such letter, nothing came to their attention that caused them to believe that: (A) that during the unaudited consolidated financial statements, if any, incorporated by reference in the Registration Statement, Prospectus and Prospectus Supplement, do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the related rules and regulations adopted by the Commission; (B) any material modifications should be made to the unaudited consolidated financial statements, if any, incorporated by reference in the Registration Statement, Prospectus, and Prospectus Supplement, for them to be in conformity with generally accepted accounting principles; (C) the unaudited capsule information, if any, included in the Prospectus does not agree with the amounts set forth in the unaudited consolidated financial statements period 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; (D) at the date of the latest available balance sheet read by such accountants, or at of the Company contained in the Prospectus to a subsequent specified date not more than five (5) days prior to the Closing Datedate on which the Registration Statement initially becomes effective, there was any change in the capital stockstockholder's equity, any increase in debt liabilities or net assets of the Company and consolidated subsidiaries or, at the date of the latest available balance sheet read by such accountants, there was any decrease in consolidated net assets as compared with amounts shown on the latest balance sheet included in the Prospectus; or (E) for the period from the date of the latest income statement included in the Prospectus to the closing date of the latest available income statement read by such accountants there were any decreases, as compared with the corresponding period of the previous year, in consolidated rental income, total revenues, net income or in the ratio of earnings to fixed charges; except in all cases set forth in clauses (D) and (E) above for changes, increases or decreases which the Prospectus discloses have occurred or may occur or which are described amounts shown in such letter; andbalance sheet other than as such change (iv) They have compared specified based on procedures consisting of a reading of the percentages and dollar amounts (or percentages derived from such dollar amounts) and other financial information contained related text set forth in the Prospectus (and the Registration Statement under the captions "Prior Offerings by Affiliates" and "Prior Performance Tables", and all dollar amounts in each case to the extent that such dollar amountsrelated notes referenced therein, percentages inquiry of officers and other financial information are derived from the general accounting records employees of the Company and its subsidiaries subject to the internal controls corporate general partner of the Company's accounting system or are derived directly from such records by analysis or computation) with the results obtained from inquiriesCorporate Property Associates, Corporate Property Associates 2, Corporate Property Associates 3, Corporate Property Associates 4, a reading California limited partnership, Corporate Property Associates 5, Corporate Property Associates 6 - a California limited partnership, Corporate Property 7 - a California limited partnership, Corporate Property Associates 8, L.P., and Corporate Property Associates 9, L.P., a Delaware limited partnership (collectively, the "CPA(R) Partnerships"), and of such general accounting records Corporate Property Associates 10 Incorporated, Carex Institutional Properties Incorporated and other procedures specified in such letter Corporate Property Associates 12 Incorporated (collectively the "CPA(R) REITs"), and counsel for the CPA(R) Partnerships and the CPA(R) REITs, they have found such dollar amounts, percentages and other financial information dollar amounts to be in agreement with the respective relevant accounting and financial records of the CPA(R) Partnerships and CPA(R) REITs; and (v) they have conducted such results, except other procedures as otherwise specified in such letter. All financial statements may be mutually agreed by the Company and schedules included in material incorporated by reference into the Prospectus shall be deemed included in the Prospectus for purposes of this subsectionSelected Dealers.

Accountants’ Letter. The Sun and the Company shall have furnished to the Agents Agent on the Closing Date a letter of PricewaterhouseCoopers LLP Coopers & Lybrxxx X.X.P., addressed jointly to the Company and the Agents Agent and dated the Closing Date, of the type described in the American Institute of Certified Public Accountants' Statement on Auditing Standards No. 49, in form and substance reasonably satisfactory to the Agents Agent confirming that they are independent accountants within the meaning of the Act and the applicable published Rules and Regulations thereunder and stating in effect that: (i) In their opinion, the financial statements and schedules examined by them and included in the Prospectus prospectus contained in the Registration Statement comply in form in all material respects with the applicable accounting requirements of the Act and the 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 the basis of the review referred to in (ii) above and a reading of the latest available interim financial statements of the Company, inquired 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: (A) the unaudited consolidated financial statements, if any, incorporated by reference included in the Registration Statement, Prospectus and Prospectus Supplement, do not comply as to in form in all material respects with the applicable accounting requirements of the Exchange Act and the related rules published Rules and regulations adopted by the Commission; (B) any material modifications should be made to the unaudited consolidated financial statements, if any, incorporated by reference in the Registration Statement, Prospectus, and Prospectus Supplement, for them to be Regulations or are not in conformity with generally accepted accounting principlesprinciples applied on a basis substantially consistent with that of the audited financial statements included in the Prospectus; (CB) the unaudited capsule information, if any, included in the Prospectus does not agree with the 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; (DC) at the date of the latest available balance sheet read by such accountants, or at a subsequent specified date not more than five days prior to the Closing Date, there was any change in the capital stock, any increase in short-term indebtedness or long-term debt of the Company and consolidated subsidiaries or, at the date of the latest available balance sheet read by such accountants, there was any decrease in consolidated net current assets or net assets as compared with amounts shown on the latest balance sheet included in the Prospectus; or (ED) for the period from the date of the latest income statement included in the Prospectus to the closing date of the latest available income statement read by such accountants there were any decreases, as compared with the corresponding period of the previous year, in consolidated rental income, total revenues, net income or in the ratio of earnings to fixed charges; except in all cases set forth in clauses (DC) and (ED) above for changes, increases or decreases which the Prospectus discloses have occurred or may occur or which are 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. All financial statements and schedules included in material incorporated by reference into the Prospectus shall be deemed included in the Prospectus for purposes of this subsection.