US GAAP CHECKLIST TERMS OF USE

The Deloitte & Touche LLP (“Deloitte & Touche”) U.S. GAAP Checklist (the “Checklist”) may be of assistance in an evaluation of whether an entity has considered the applicable guidance set forth in the Financial Accounting Standards Board’s Accounting Standards Codification (the “Codification”). Use of the Checklist is subject to the following terms:

Users that are Public Audit Clients

The individual authorized to accept these terms and conditions on behalf of an entity (“User”) acknowledges and agrees that Deloitte & Touche believes that its public audit clients should obtain audit committee pre-approval for use of the Checklist. If the User is a public company audited by Deloitte & Touche, the User agrees that such audit committee approval has already been obtained, or will be obtained prior to such use.

All Users

The Checklist is provided solely for informational purposes for the User’s internal use and should not be provided to any other person or entity.

The Checklist attempts to provide useful information about U.S. GAAP and the Codification. Much of the material included in the Checklist refers directly to the Codification, and Deloitte & Touche is not the author thereof. Deloitte & Touche is not responsible for the reliability of any material pertaining to the Codification. Although changes to the Codification may have occurred subsequent to the date the Checklist was prepared, Deloitte & Touche does not have any obligation to update the Checklist. There are no claims, promises, or guarantees about the accuracy, completeness, adequacy, or compliance of the Checklist with authoritative guidance generally accepted in the United States of America. The User must assess the suitability of the Checklist for its own purposes.

The Checklist is not a substitute for the User’s understanding of U.S. GAAP and the Codification and the exercise of judgment. The User should have a thorough understanding of the Codification and should refer to the text of the Codification, as necessary, in considering particular items in this Checklist. This Checklist has been written in general terms and therefore cannot be expected to cover specific situations. The User acknowledges and agrees that the content and information contained in the Checklist should not be, and is not, a substitute for the professional judgment of a Certified Public Accountant (“CPA”), nor should it be used as a basis for making any decision, taking any action or refraining from taking any action that may affect the User. Before making any decision, taking any action or refraining from taking any action that may affect the User, a CPA or other qualified professional advisor should be consulted.

Neither the provision of the Checklist, nor the User’s use of the Checklist, constitutes an audit, review or any other attestation services by Deloitte & Touche. Deloitte & Touche is not offering to perform or performing any professional services or rendering any advice by reason of the Checklist. In particular, Deloitte & Touche is not issuing an attestation report or forming or providing an opinion, report or any other form of assurance on any financial statements of the User or any other entity. In no event shall the User state or imply that Deloitte & Touche has endorsed any accounting policies or practices.

Deloitte & Touche accepts no duty of care to, and shall not be responsible for any loss sustained by, any person who uses, takes any action or refrains from taking any action based on this Checklist, which shall be at the User’s sole risk.