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services are not intended to benefit,inform,or to others. In the event that we are unable to secure an <br /> influence any other person or entity. appropriate confidentiality agreement,you will be <br /> asked to provide your consent prior to the sharing of <br /> Ownership,Retention,Access and Production of your confidential information with the third-party <br /> Workpapers and Original Documents service provider. Furthermore,the firm will remain <br /> The working papers supporting the services we responsible for the work provided by any such third- <br /> perform are the sole and exclusive property of CLA party service providers. <br /> and constitute confidential and proprietary information. <br /> We do not provide access to our workpapers to you or Our Consent and Dissemination of Financial <br /> anyone else in the normal course of business. Unless Statements and Other Information <br /> required by law or regulation to the contrary,we retain Should you decide to include or incorporate by <br /> our workpapers in accordance with our record retention reference these financial statements and our audit <br /> policy that typically provides for a retention period of report(s)thereon into a future offering of debt <br /> seven years. securities,you agree that we are under no obligation to <br /> re-issue our report or provide consent for the use of our <br /> We will provide access to workpapers to applicable report in such an offering document. We will <br /> regulators for their regulatory oversight purposes. determine,at our sole discretion,whether we will re- <br /> Access to the requested workpapers will be provided to issue our report or provide consent for the use of our <br /> the regulators under the supervision of CLA personnel report only after we have conducted any due diligence <br /> and at a location designated by our firm. we deem necessary in the circumstances. If we decide <br /> to re-issue our report or consent to the use of our <br /> In the event our workpapers are subpoenaed,we may report,we will be required to perform certain <br /> request that your legal counsel assist us in obtaining a procedures including,but not limited to,(a)reading <br /> protective order,to prevent public disclosure of our other information incorporated by reference in the <br /> workpapers. Should we ultimately be required by a offering document and(b)subsequent event <br /> regulatory agency,subpoena,or other enforceable procedures. These procedures will be considered an <br /> action to produce copies of our workpapers,you agree engagement separate and distinct from our audit <br /> to reimburse us for the time and out-of-pocket expense, engagement,for which we will bill you separately. If <br /> including our legal fees,necessary to comply with such we decide to re-issue our report or consent to the use of <br /> order. our report,you agree that we will be included on each <br /> distribution of draft offering materials and we will <br /> At the conclusion of our services,we will promptly receive a complete set of final documents. If we decide <br /> return to you all of your original documents and not to re-issue our report or withhold our consent to the <br /> records. Your original records are the primary records use of our report,you may be required to engage <br /> for your operations and comprise the principal back up another firm to audit periods covered by our audit <br /> and support for your financial statements. You should reports,and that firm will likely bill you for its <br /> take the appropriate actions necessary to safeguard and services. While the successor auditor may request <br /> preserve these original records. Any information that access to our working papers for those periods,we are <br /> may be contained in our working papers is nota under no obligation to permit such access. <br /> substitute for your own original records. <br /> We may issue preliminary draft financial statements to <br /> The firm may, from time to time,and depending on the you for your review. Any preliminary draft financial <br /> circumstances,use third-party service providers in statements should not be relied upon. <br /> serving your account. We may share confidential __ <br /> information about you with these service providers,but With regard to electronic filings,such as in connection <br /> remain committed to maintaining the confidentiality with the World Wide Web area of the Internet,you <br /> and security of your information. Accordingly,we understand that electronic sites are a means of <br /> maintain internal policies,procedures and safeguards to distributing information and,therefore,we are not <br /> protect the confidentiality of your information. In required to read the information contained in these sites <br /> addition,we will secure confidentiality agreements or to consider the consistency of other information in <br /> with all service providers to maintain the the electronic site with the original document. <br /> confidentiality of your information,and we will take <br /> reasonable precautions to determine that they have In the interest of facilitating our services to you,we <br /> appropriate procedures in place to prevent the may communicate by sending electronic mail over the <br /> unauthorized release of your confidential information Internet or by facsimile transmission. Such <br /> Page 7 <br />