ABLE TO
RENEW ITS 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 WITHOUT A SIGNIFICANT INCREASE IN COST.
(Q)
TRANSACTIONS WITH AFFILIATES AND EMPLOYEES.
EXCEPT AS DISCLOSED IN THE SEC REPORTS OR AS IS SO MINOR AS TO NOT REQUIRE
DISCLOSURE UNDER THE EXCHANGE ACT AND APPLICABLE REGULATIONS, NONE OF THE
MANAGING DIRECTORS, SUPERVISORY DIRECTORS OR OFFICERS OF THE COMPANY AND, TO THE
KNOWLEDGE OF THE COMPANY, NONE OF THE EMPLOYEES OF THE COMPANY IS PRESENTLY A
PARTY TO ANY TRANSACTION WITH THE COMPANY OR ANY SUBSIDIARY (OTHER THAN FOR
SERVICES AS EMPLOYEES, OFFICERS, MANAGING DIRECTORS OR SUPERVISORY DIRECTORS),
INCLUDING ANY CONTRACT, AGREEMENT OR OTHER ARRANGEMENT PROVIDING FOR THE
FURNISHING OF SERVICES TO OR BY, PROVIDING FOR RENTAL OF REAL OR PERSONAL
PROPERTY TO OR FROM, OR OTHERWISE REQUIRING PAYMENTS TO OR FROM ANY OFFICER,
DIRECTOR OR SUCH EMPLOYEE OR, TO THE KNOWLEDGE OF THE COMPANY, ANY ENTITY IN
WHICH ANY OFFICER, MANAGING DIRECTOR, SUPERVISORY DIRECTOR, OR ANY SUCH EMPLOYEE
HAS A SUBSTANTIAL INTEREST OR IS AN OFFICER, MANAGING DIRECTOR, SUPERVISORY
DIRECTOR, TRUSTEE OR PARTNER.
(R)
INTERNAL 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-14 AND 15D-14) FOR
THE COMPANY AND DESIGNED SUCH DISCLOSURES CONTROLS AND PROCEDURES TO ENSURE THAT
MATERIAL INFORMATION RELATING TO THE
12
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
DISCLOSURE CONTROLS AND PROCEDURES AS OF A DATE WITHIN 90 DAYS PRIOR TO THE
FILING DATE OF THE FORM 10-Q FOR THE QUARTER ENDED FEBRUARY 28, 2003 (SUCH DATE,
THE "EVALUATION DATE").
THE COMPANY PRESENTED IN THE FORM 10-Q FOR THE QUARTER
ENDED FEBRUARY 28, 2003 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 HAVE
BEEN NO SIGNIFICANT CHANGES IN THE COMPANY'S INTERNAL CONTROLS (AS SUCH TERM IS
DEFINED IN ITEM 307(B) OF REGULATION S-K UNDER THE EXCHANGE ACT) OR, THE
COMPANY'S KNOWLEDGE, IN OTHER FACTORS THAT WOULD REASONABLY BE EXPECTED TO
SIGNIFICANTLY AFFECT THE COMPANY'S INTERNAL CONTROLS.
(S)
SOLVENCY/INDEBTEDNESS.
EXCEPT AS DISCLOSED
IN THE SEC REPORTS,