AN UNTRUE STATEMENT OF MATERIAL
FACT OR OMIT TO STATE A MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS
CONTAINED THEREIN NOT MATERIALLY MISLEADING IN LIGHT OF THE CIRCUMSTANCES UNDER
WHICH SUCH STATEMENTS WERE MADE.
THE INFORMATION CONTAINED IN THE PLACEMENT
MEMORANDUM WITH RESPECT TO ATLANTIC WAS PREPARED IN GOOD FAITH BY THE COMPANY
BASED ON INFORMATION OBTAINED FROM ATLANTIC.
NOTWITHSTANDING THE FOREGOING, NO
REPRESENTATION REGARDING PROJECTIONS OR FORWARD LOOKING STATEMENTS IS BEING MADE
IN THIS SECTION 5.4.5 AND THE DISCLAIMERS AND CAUTIONARY STATEMENTS WITH RESPECT
THERETO SET FORTH IN THE PLACEMENT MEMORANDUM ARE INCORPORATED HEREIN BY
REFERENCE.
5.4.6.
THE COMPANY MAINTAINS AN EFFECTIVE SYSTEM OF "DISCLOSURE CONTROLS
AND PROCEDURES" (AS DEFINED IN RULE 13A-15(E) OF THE EXCHANGE ACT) THAT IS
DESIGNED TO ENSURE THAT INFORMATION REQUIRED TO BE DISCLOSED BY THE COMPANY IN
REPORTS THAT IT FILES OR SUBMITS UNDER THE EXCHANGE ACT IS RECORDED, PROCESSED,
SUMMARIZED AND REPORTED WITHIN THE TIME PERIODS SPECIFIED IN THE SEC'S RULES AND
FORMS, INCLUDING CONTROLS AND PROCEDURES DESIGNED TO ENSURE THAT SUCH
INFORMATION IS ACCUMULATED AND COMMUNICATED TO THE COMPANY'S MANAGEMENT AS
APPROPRIATE TO ALLOW TIMELY DECISIONS REGARDING REQUIRED DISCLOSURE.
THE
COMPANY HAS CARRIED OUT EVALUATIONS OF THE EFFECTIVENESS OF ITS DISCLOSURE
CONTROLS AND PROCEDURES AS REQUIRED BY RULE 13A-15 OF THE EXCHANGE ACT.
5.4.7.
THE COMPANY MAINTAINS SYSTEMS OF "INTERNAL CONTROL OVER FINANCIAL
REPORTING" (AS DEFINED IN RULE 13A-15(F) OF THE EXCHANGE ACT) THAT COMPLY WITH
THE REQUIREMENTS OF THE EXCHANGE ACT AND HAVE BEEN DESIGNED BY, OR UNDER THE
SUPERVISION OF, ITS PRINCIPAL
4
EXECUTIVE AND PRINCIPAL FINANCIAL OFFICERS, OR PERSONS PERFORMING SIMILAR
FUNCTIONS, TO PROVIDE REASONABLE ASSURANCE REGARDING THE RELIABILITY OF
FINANCIAL REPORTING AND THE PREPARATION OF FINANCIAL STATEMENTS FOR EXTERNAL
PURPOSES IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.
THE
COMPANY MAINTAINS A SYSTEM OF INTERNAL ACCOUNTING CONTROLS SUFFICIENT TO PROVIDE
REASONABLE ASSURANCES THAT (I) TRANSACTIONS ARE EXECUTED IN ACCORDANCE WITH
MANAGEMENT'S GENERAL OR SPECIFIC AUTHORIZATION, (II) TRANSACTIONS ARE RECORDED
AS NECESSARY TO PERMIT PREPARATION OF FINANCIAL STATEMENTS IN CONFORMITY WITH
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND TO MAINTAIN ACCOUNTABILITY FOR
ASSETS, (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 EXISTING ASSETS AT REASONABLE INTERVALS AND APPROPRIATE
ACTION IS TAKEN WITH RESPECT TO ANY DIFFERENCES.
THERE ARE NO MATERIAL
WEAKNESSES IN THE COMPANY'S INTERNAL CONTROLS.
5.5.
MATERIAL ADVERSE EFFECT.
SINCE FEBRUARY 29, 2008, NO EVENT OR
CONDITION HAS OCCURRED WHICH AFFECTS THE COMPANY OR ITS SUBSIDIARIES WHICH HAS
HAD OR COULD BE REASONABLY EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
5.6.
CONSENTS.
NO CONSENT, APPROVAL, ORDER OR AUTHORIZATION OF, OR
REGISTRATION, QUALIFICATION, DESIGNATION, DECLARATION OR FILING WITH, ANY
FEDERAL, STATE OR LOCAL GOVERNMENTAL AUTHORITY, OR ANY THIRD PARTY IN CONNECTION
WITH ANY AGREEMENT TO WHICH THE COMPANY OR ANY OF ITS SUBSIDIARIES IS PARTY OR
BY WHICH ITS PROPERTIES ARE BOUND, IS REQUIRED TO BE OBTAINED OR MADE BY THE
COMPANY OR ANY OF ITS SUBSIDIARIES IN CONNECTION WITH THE ISSUANCE