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Such matters include (7) our responsibility under auditing standards generally accepted in the United States of <br />America; (2) the initial selection of and changes in significant accounting policies and their application; (3) our <br />independence with respect to the entity; (4) the process used by management in formulating particularly sensitive <br />accounting estimates and the basis for our conclusion regarding the reasonableness of those estimates; (5) audit <br />adjustments that could, in our judgment, either individually or in the aggregate be significant to the financial <br />statements or our report; (6) any disagreements with management concerning a financial accounting, reporting or <br />auditing matter that could be significant to the financial statements; {7) our views about matters that were the subject <br />of management's consultation with other accountants about auditing and accounting matters; (8) major issues that <br />were discussed with management in connection with the retention of our services, including, among other matters, <br />any discussions regarding the application of accounting principles and auditing standards; and (9) serious difficulties <br />that we encountered in dealing with management related to the performance of the audit. <br />ACCESS TO WORKING PAPERS <br />The working papers for the engagement are the property of Cherry, Bekaert & Holland, L.L.P. and constitute <br />confidential information. Except as discussed below, any requests for access to our working papers will be discussed <br />with you prior to making them available to requesting parties. <br />The work papers for this engagement will be retained for a minimum of three years after the date the auditors' report <br />is issued or for any additional period requested by the entity. If we are aware that a federal and State awarding <br />agency, pass-through entity, or auditee is contesting an audit finding, we will contact the party(ies) contesting the audit <br />finding for guidance prior to destroying the work papers. <br />Our Firm, as well as all other major accounting firms, participates in a "peer review" program, covering our audit and <br />accounting practices. This program requires that once every three years we subject our quality assurance practices <br />to an examination by another accounting firm. As part of the process, the other firm will review a sample of ourwork. <br />It is possible that the other firm for their review may select the work we perform for you. If it is, they are bound by <br />professional standards to keep all information confidential. If you object to having the work we do for you reviewed by <br />our peer reviewer, please notify us in writing. <br />SUBPOENAS <br />In the event we are requested or authorized by you or required by government regulation, subpoena, or other legal <br />process to produce our working papers or our personnel as witnesses with respect to our engagement for you, you <br />will, so long as we are not a party to the proceeding in which the information is sought, reimburse us for our <br />professional time and expense, as well as the fees and expenses of our counsel, incurred in responding to such a <br />request. <br />OTHER MATTERS <br />If any dispute, controversy or claim arises in connection with the performance or breach of this agreement, either <br />party may, on written notice to the other party, request that the matter be mediated. Such mediation would be <br />conducted by a mediator appointed by and pursuant to the Rules of the American Arbitration Association or such <br />other neutral facilitator acceptable to both parties. Both parties would exert their best efforts to discuss with each <br />other in good faith their respective positions in an attempt to finally resolve such dispute or controversy. <br />If any dispute, controversy, or claim arising out of or in connection with the performance or breach of this agreement <br />cannot be resolved by mediation, then you agree that such dispute, controversy, or claim would be settled by <br />arbitration in accordance with the rules of the American Arbitration Association (AAA) for the Resolution of the <br />Accounting Firm Disputes. The award issued by the arbitration panel may be confirmed in a judgment by any federal <br />or state court of competent jurisdiction. <br />