Common use of Comfort Letters Clause in Contracts

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the Representative, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information in the Registration Statement, the Time of Sale Information and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Underwriting Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the RepresentativeRepresentatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, Representatives containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the Time of Sale Information Disclosure Package and the Prospectus; provided that provided, that, the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the RepresentativeRepresentatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativeRepresentatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the RepresentativeRepresentatives and the board of directors of the Company, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativeRepresentatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus; provided provided, that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the RepresentativeRepresentatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the UnderwritersRepresentatives, in form and substance reasonably satisfactory to the RepresentativeRepresentatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the Representative, at the request of the CompanyIssuers, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the Representative, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the Representative, at the request of the CompanyPartnership, letters, dated the respective dates of delivery thereof and addressed to the UnderwritersInitial Purchasers, in form and substance reasonably satisfactory to the Representative, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information included or incorporated by reference in the Registration Statement, each of the Time of Sale Information and the ProspectusOffering Memorandum; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP Young, LLP, shall have furnished to the RepresentativeRepresentatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativeRepresentatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Final Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the Representative, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the UnderwritersInitial Purchasers, in form and substance reasonably satisfactory to the Representative, containing statements and information of the type customarily included in accountants’ “' "comfort letters” " to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Information Preliminary Offering Memorandum and the ProspectusOffering Memorandum; provided that the letter delivered on the Closing Date shall use a “"cut-off” " date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the Representative, at the request of the Company, lettersa letter, dated the respective dates of delivery thereof and addressed to the UnderwritersInitial Purchasers, in form and substance reasonably satisfactory to the Representative, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, each of the Time of Sale Information and the ProspectusOffering Memorandum ; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the RepresentativeRepresentatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativeRepresentatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three (3) business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the RepresentativeRepresentatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the UnderwritersInitial Purchasers, in form and substance reasonably satisfactory to the RepresentativeRepresentatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, each of the Time of Sale Information and the ProspectusOffering Memorandum; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the RepresentativeRepresentatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativeRepresentatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the Prospectus and Time of Sale Information and the ProspectusInformation; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the RepresentativeRepresentatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativeRepresentatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters Underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the Time of Sale Information Preliminary Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the RepresentativeUnderwriter, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the UnderwritersUnderwriter, in form and substance reasonably satisfactory to the RepresentativeUnderwriter, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in each of the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Underwriting Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the RepresentativeRepresentatives, at the request of the CompanyParent Guarantor, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, Representatives containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the Time of Sale Information Disclosure Package and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the RepresentativeRepresentatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativeRepresentatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus; provided that the letter delivered on the date of this Agreement and the Closing Date shall use a “cut-off” date dates no more than three business days prior to the date of this Agreement and the Closing Date, respectively.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the Representative, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, substantially in the form and substance reasonably satisfactory provided to the Representative, prior to the date hereof, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the RepresentativeRepresentatives, at the request of the CompanyPartnership, letters, dated the respective dates of delivery thereof and addressed to the UnderwritersInitial Purchasers, in form and substance reasonably satisfactory to the RepresentativeRepresentatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information in the Registration Statement, each of the Time of Sale Information and the ProspectusOffering Memorandum; provided that the letter delivered on the date hereof shall use a “cut-off” date no more than five business days prior to the date hereof and the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Date Ernst & Young LLP shall have furnished to the RepresentativeUnderwriter, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the UnderwritersUnderwriter, in form and substance reasonably satisfactory to the RepresentativeUnderwriter, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference in the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus; provided provided, that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young Young, LLP shall have furnished to the Representative, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the UnderwritersInitial Purchasers, in form and substance reasonably satisfactory to the Representative, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, each of the Time of Sale Information and the ProspectusOffering Memorandum; provided that the letter delivered on the Closing Date shall use a “"cut-off” " date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young Young, LLP shall have furnished to the Representative, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the UnderwritersInitial Purchasers, in form and substance reasonably satisfactory to the Representative, containing statements and information of the type customarily included in accountants’ “' "comfort letters” " to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Information Preliminary Offering Memorandum and the ProspectusOffering Memorandum; provided provided, however, that the letter delivered on the Closing Date shall use a “"cut-off” " date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the RepresentativeRepresentatives, at the request of the CompanyCompany and the Guarantors, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativeRepresentatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the Representative, at the request of the CompanyIssuers, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in each of the Registration Statement, the Time of Sale Information and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the RepresentativeRepresentatives, at the request of the CompanyIssuer, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativeRepresentatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP Young, Ltd. shall have furnished to the Representative, at the request of the Company, lettersRepresentatives a comfort letter and bring-down comfort letter, dated the respective dates of delivery thereof and addressed to the Underwriters, in the form and substance reasonably satisfactory to the Representative, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters attached hereto as Annex D with respect to the financial statements and certain financial information relating to the Guarantor and its consolidated subsidiaries and Third Point LLC contained in the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Final Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date, unless otherwise agreed by the Representatives.

Comfort Letters. (i) On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the RepresentativeRepresentatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativeRepresentatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the Representative, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-offcutoff” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the Representative, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the Representative, at the request of the CompanyGuarantor, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information in the Registration Statement, the Time of Sale Information and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Date Ernst & Young LLP shall have furnished to the RepresentativeRepresentatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativeRepresentatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the such Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the RepresentativeRepresentatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativeRepresentatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters Underwriters with respect to the financial statements of the Company and IHS Inc. referred to in Section 3(f) of this Agreement and certain financial information contained or incorporated by reference in each of the Registration Statement, the Prospectus and the Time of Sale Information and the ProspectusInformation; provided that the letter delivered on the Closing Date such letters shall use a “cut-off” date no more than three business days prior to the Closing Datedate of the respective letters.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the Representative, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the UnderwritersInitial Purchasers, in form and substance reasonably satisfactory to the Representative, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Information Preliminary Offering Memorandum and the ProspectusOffering Memorandum; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the RepresentativeRepresentatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativeRepresentatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the Representative, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, containing statements and information of the type customarily included in accountants’ “' "comfort letters” " to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” "cutoff" date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the Representative, at the request of the CompanyIssuers or the Target, as the case may be, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the Representative, at the request of the CompanyIssuers, letters, dated the respective dates of delivery thereof and addressed to the UnderwritersInitial Purchasers, in form and substance reasonably satisfactory to the Representative, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, each of the Time of Sale Information and the ProspectusOffering Memorandum; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the RepresentativePlacement Agents, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the UnderwritersPlacement Agents, in form and substance reasonably satisfactory to the RepresentativePlacement Agents, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus; provided provided, that the letter letters delivered on the Closing Date Date, shall use a “cut-off” date no more than three business days prior to the such Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP LLP, shall have furnished to the Representative, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the UnderwritersInitial Purchasers, in form and substance reasonably satisfactory to the Representative, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, each of the Time of Sale Information and the ProspectusOffering Memorandum; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP S.A.S. shall have furnished to the RepresentativeUnderwriters, at the request of the CompanyIssuer, letters, letters dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativeUnderwriters, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in each of the Registration Statement, the Time of Sale Information and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days Business Days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the RepresentativeRepresentatives, at the request of the CompanyPartnership, letters, dated the respective dates of delivery thereof and addressed to the UnderwritersInitial Purchasers, in form and substance reasonably satisfactory to the RepresentativeRepresentatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information in the Registration Statement, each of the Time of Sale Information and the ProspectusOffering Memorandum; provided that the letter delivered on the date hereof shall use a “cut-off” date no more than three business days prior to the date hereof and the letter to be delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the Representative, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the UnderwritersRepresentative, in form and substance reasonably satisfactory to the Representative, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Date Ernst & Young LLP shall have furnished to the Representativeyou, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwritersyou, in form and substance reasonably satisfactory to the Representativeyou, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the such Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the Representative, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the UnderwritersInitial Purchasers, in form and substance reasonably satisfactory to the Representative, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Information Preliminary Offering Memorandum and the ProspectusOffering Memorandum; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the RepresentativeUnderwriters, at the request of the CompanyIssuers, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativeUnderwriters, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in each of the Registration Statement, the Time of Sale Information and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP S.A.S. shall have furnished to the RepresentativeUnderwriters, at the request of the CompanyIssuer, letters, letters dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativeUnderwriters, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in each of the Registration Statement, the Time of Sale Information and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the Representative, at the request of the CompanyGeneral Partner, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the such Closing Date.

Comfort Letters. (i) On the date of this Agreement and on the Closing Date, Date Ernst & Young LLP shall have furnished to the RepresentativeUnderwriter, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the UnderwritersUnderwriter, in form and substance reasonably satisfactory to the RepresentativeUnderwriter, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in each of the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three two business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date or the Additional Closing Date, as the case may be, Ernst & Young LLP shall have furnished to the RepresentativeRepresentatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, substantially in the form and substance reasonably satisfactory to of Exhibit B hereto, confirming that they are independent accountants within the Representative, containing statements and information meaning of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information in the Registration Statement, the Time of Sale Information Exchange Act and the Prospectusapplicable published rules and regulations thereunder; provided provided, that the letter delivered on the Closing Date or the Additional Closing Date, as the case may be, shall use a “cut-off” date no more than three business days prior to the such Closing Date or such Additional Closing Date, as the case may be.

Comfort Letters. On each of the date of this Agreement Commencement Date and on the Closing Expiration Date, Ernst & Young LLP shall have furnished to the Representative, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the UnderwritersRepresentative, in form and substance reasonably satisfactory to the Representative, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the Time of Sale Information any Preliminary Prospectus and the Prospectus; provided that the each such letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Datedate of such letter.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the RepresentativeUnderwriters, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativeUnderwriters, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus; provided provided, that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP and KPMG LLP shall have each furnished to the RepresentativeRepresentatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativeRepresentatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus; provided that the letter letters delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the Representative, at the request of the CompanyIssuer, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the RepresentativeRepresentatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativeRepresentatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-offcutoff” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the RepresentativeInitial Purchasers, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the UnderwritersInitial Purchasers, in form and substance reasonably satisfactory to the RepresentativeInitial Purchasers, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, each of the Time of Sale Information and the ProspectusOffering Memorandum; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the RepresentativeRepresentatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the UnderwritersRepresentatives, in form and substance reasonably satisfactory to the RepresentativeRepresentatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the RepresentativeRepresentatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativeRepresentatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the Time of Sale Information and the ProspectusProspectus (including without limitation, in the case of the letter delivered on the Closing Date, the Company’s 10-Q for the quarter ended March 31, 2009); provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three one business days day prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the RepresentativeRepresentatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativeRepresentatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters Underwriters with respect to the financial statements and certain financial information of the Company contained or incorporated by reference in the Registration Statement, the Time of Sale Information Preliminary Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the RepresentativeRepresentatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the UnderwritersInitial Purchasers, in form and substance reasonably satisfactory to the RepresentativeRepresentatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters Initial Purchasers with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the Time of Sale Information and the ProspectusOffering Memorandum; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Date Ernst & Young LLP GmbH Wirtschaftsprüfungsgesellschaft shall have furnished to the Representative, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in each of the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus; provided provided, that the letter delivered on the Closing Date shall use a “cut-off” date no more than three two business days prior to the such Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the RepresentativeRepresentatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativeRepresentatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three two business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the RepresentativeRepresentatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativeRepresentatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus; provided that the letter letters delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement hereof and on the Closing Date, Ernst & Young LLP shall have furnished to the RepresentativeRepresentatives, at the request of the CompanyCompany and the Guarantors, letters, dated the respective dates of delivery thereof date hereof and the Closing Date and addressed to the UnderwritersInitial Purchasers, in form and substance reasonably satisfactory to the RepresentativeRepresentatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the Time of Sale Information Preliminary Offering Memorandum and the ProspectusOffering Memorandum; provided that the letter delivered on the Closing Date such letters shall use a “cut-off” date no more than three business days prior to the Closing Datedate of such letters.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the RepresentativeRepresentatives, at the request of the CompanyIssuer, letters, dated the respective dates of delivery thereof and addressed to the UnderwritersInitial Purchasers, in form and substance reasonably satisfactory to the RepresentativeRepresentatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Information Preliminary Offering Memorandum and the ProspectusOffering Memorandum; provided that the letter comfort letters delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the RepresentativeRepresentatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativeRepresentatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in each of the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus; provided provided, that the letter delivered on the Closing Date Date, shall use a “cut-off” date no more than three business days prior to the such Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the Representative, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the each Closing Date, Ernst & Young LLP shall have furnished to the RepresentativeRepresentatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativeRepresentatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, each of the Time of Sale Information and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the RepresentativeRepresentatives, at the request of the CompanyPartnership, letters, dated the respective dates of delivery thereof and addressed to the UnderwritersInitial Purchasers, in form and substance reasonably satisfactory to the RepresentativeRepresentatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information in the Registration Statement, each of the Time of Sale Information and the ProspectusOffering Memorandum; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Underwriting Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the RepresentativeRepresentatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, Representatives containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the Time of Sale Information Disclosure Package and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the RepresentativeRepresentatives, at the request of the CompanyPartnership, letters, dated the respective dates of delivery thereof and addressed to the UnderwritersInitial Purchasers, in form and substance reasonably satisfactory to the RepresentativeRepresentatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information in the Registration Statement, each of the Time of Sale Information and the ProspectusOffering Memorandum; provided that the letter delivered on the date hereof shall use a “cut-off” date no more than five days prior to the date hereof and the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, KPMG LLP and Ernst & Young LLP shall have furnished to the Representative, at the request of the CompanyIssuers, letters, dated the respective dates of delivery thereof and addressed to the UnderwritersInitial Purchasers, in form and substance reasonably satisfactory to the Representative, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information in contained (or incorporated by reference) the Registration Statement, the Time of Sale Information and the ProspectusOffering Memorandum; provided that the letter letters delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the RepresentativeRepresentatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativeRepresentatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information included or incorporated by reference in the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus; provided provided, that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the RepresentativeRepresentatives, at the request of the CompanyCompany and the Guarantor, letters, dated the respective dates of delivery thereof and addressed to the UnderwritersInitial Purchasers, in form and substance reasonably satisfactory to the RepresentativeRepresentatives, containing statements and information of the type customarily included in accountants’ “' "comfort letters” " to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the Time of Sale Information Preliminary Offering Memorandum and the ProspectusOffering Memorandum; provided that the letter delivered on the Closing Date shall use a “"cut-off” " date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Date Ernst & Young LLP shall have furnished to the RepresentativeRepresentatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativeRepresentatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in each of the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus; provided provided, that the letter delivered on the Closing Date shall use a “cut-off” date no more than three two business days prior to the such Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the Representative, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the UnderwritersInitial Purchasers, in form and substance reasonably satisfactory to the Representative, containing statements and information of the type customarily included in accountants’ “' "comfort letters” " to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Information Preliminary Offering Memorandum and the ProspectusOffering Memorandum; provided that the letter delivered on the Closing Date shall use a “"cut-off” " date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Date Ernst & Young LLP shall have furnished to the RepresentativeUnderwriters, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativeUnderwriters, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in each of the Registration Statement, the Time of Sale Information Pricing Disclosure Package and the Prospectus; provided provided, that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the such Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP LLP, as auditors of the Company, shall have furnished to the RepresentativeRepresentatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativeRepresentatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the Company’s financial statements and certain financial information contained or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three (3) business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the Representative, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the Prospectus and Time of Sale Information and the ProspectusInformation; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP and UHY LLP shall have furnished to the Representative, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the UnderwritersInitial Purchasers, in form and substance reasonably satisfactory to the Representative, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, each of the Time of Sale Information and the ProspectusOffering Memorandum; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the RepresentativeRepresentatives, at the request of the CompanyTransaction Entities, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativeRepresentatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.

Comfort Letters. On the date of this Agreement and on the Closing Date, Ernst & Young LLP shall have furnished to the RepresentativeUnderwriters, at the request of the CompanyIssuer, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the RepresentativeUnderwriters, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to the Closing Date.