AND RISKS AND IN SUCH AMOUNTS AS ARE PRUDENT AND CUSTOMARY IN THE
BUSINESSES IN WHICH THE COMPANY AND THE SUBSIDIARIES ARE ENGAGED. THE COMPANY
HAS NO REASON TO BELIEVE THAT IT WILL NOT BE ABLE TO RENEW ITS AND THE
SUBSIDIARIES' EXISTING INSURANCE COVERAGE AS AND WHEN SUCH COVERAGE EXPIRES OR
TO OBTAIN SIMILAR COVERAGE FROM SIMILAR INSURERS AS MAY BE NECESSARY TO CONTINUE
ITS BUSINESS ON TERMS CONSISTENT WITH MARKET FOR THE COMPANY'S AND SUCH
SUBSIDIARIES' RESPECTIVE LINES OF BUSINESS.
(Q)
TRANSACTIONS WITH AFFILIATES. EXCEPT AS SET
FORTH IN THE SEC REPORTS, NONE OF THE OFFICERS OR DIRECTORS OF THE COMPANY IS
PRESENTLY A PARTY TO ANY TRANSACTION WITH THE COMPANY OR ANY SUBSIDIARY (OTHER
THAN FOR SERVICES AS OFFICERS AND DIRECTORS), THAT WOULD BE REQUIRED TO BE
DISCLOSED PURSUANT TO ITEM 404 OF REGULATION S-K PROMULGATED UNDER THE
SECURITIES ACT.
(R)
DISCLOSURE AND ACCOUNTING CONTROLS. THE
COMPANY AND THE SUBSIDIARIES MAINTAIN A SYSTEM OF INTERNAL ACCOUNTING CONTROLS
SUFFICIENT TO PROVIDE REASONABLE ASSURANCE THAT (I) TRANSACTIONS ARE EXECUTED IN
ACCORDANCE WITH MANAGEMENT'S GENERAL OR SPECIFIC AUTHORIZATIONS,
(II) TRANSACTIONS ARE RECORDED AS NECESSARY TO PERMIT PREPARATION OF FINANCIAL
STATEMENTS IN CONFORMITY WITH GAAP AND TO MAINTAIN ASSET ACCOUNTABILITY,
(III) ACCESS TO ASSETS IS PERMITTED ONLY IN ACCORDANCE WITH MANAGEMENT'S GENERAL
OR SPECIFIC AUTHORIZATION, AND (IV) THE RECORDED ACCOUNTABILITY FOR ASSETS IS
COMPARED WITH THE EXISTING ASSETS AT REASONABLE INTERVALS AND APPROPRIATE ACTION
IS TAKEN WITH RESPECT TO ANY DIFFERENCES. THE COMPANY HAS ESTABLISHED DISCLOSURE
CONTROLS AND PROCEDURES (AS DEFINED IN EXCHANGE ACT RULES 13A-15(E) AND
15D-15(E)) FOR THE COMPANY AND DESIGNED SUCH DISCLOSURE CONTROLS AND PROCEDURES
TO ENSURE THAT MATERIAL INFORMATION RELATING TO THE COMPANY, INCLUDING ITS
SUBSIDIARIES, IS MADE KNOWN TO THE CERTIFYING OFFICERS BY OTHERS WITHIN THOSE
ENTITIES, PARTICULARLY DURING THE PERIOD IN WHICH THE COMPANY'S FORM 10-K OR
10-Q, AS THE CASE MAY BE, IS BEING PREPARED. THE COMPANY'S CERTIFYING OFFICERS
HAVE EVALUATED THE EFFECTIVENESS OF THE COMPANY'S CONTROLS AND PROCEDURES IN
ACCORDANCE WITH ITEM 307 OF REGULATION S-K UNDER THE EXCHANGE ACT FOR THE
COMPANY'S MOST RECENTLY ENDED FISCAL QUARTER OR FISCAL YEAR-END (SUCH DATE, THE
"EVALUATION DATE"). THE COMPANY PRESENTED IN ITS MOST RECENTLY FILED FORM 10-K
OR FORM 10-Q THE CONCLUSIONS OF THE CERTIFYING OFFICERS ABOUT THE EFFECTIVENESS
OF THE DISCLOSURE CONTROLS AND PROCEDURES BASED ON THEIR EVALUATIONS AS OF THE
EVALUATION DATE. SINCE THE EVALUATION DATE, THERE HAS BEEN NO CHANGE IN THE
COMPANY'S INTERNAL CONTROL OVER FINANCIAL REPORTING (AS DEFINED IN
RULES 13A-15(F) AND 15D-15(F) OF THE EXCHANGE ACT) THAT HAS MATERIALLY AFFECTED
OR IS REASONABLY LIKELY TO MATERIALLY AFFECT THE COMPANY'S INTERNAL CONTROL OVER
FINANCIAL REPORTING.
9
(S)
SOLVENCY. BASED ON THE FINANCIAL CONDITION
OF THE COMPANY AS OF THE CLOSING DATE (AND ASSUMING THAT THE CLOSING SHALL HAVE
OCCURRED), (I) THE COMPANY'S FAIR SALEABLE VALUE OF ITS ASSETS EXCEEDS THE
AMOUNT THAT WILL BE REQUIRED TO BE PAID ON OR IN RESPECT OF THE COMPANY'S
EXISTING DEBTS AND OTHER LIABILITIES (INCLUDING KNOWN CONTINGENT LIABILITIES) AS
THEY MATURE, AND