THE
COMPANY'S AUDITED FINANCIAL STATEMENTS FOR THE THREE FISCAL YEARS ENDED
DECEMBER 31,
14
2004 (THE "ANNUAL FINANCIAL STATEMENTS"), AND ITS UNAUDITED FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2005 (THE "INTERIM FINANCIAL
STATEMENTS" AND TOGETHER WITH THE ANNUAL FINANCIAL STATEMENTS, THE "FINANCIAL
STATEMENTS"), ALL OF WHICH FAIRLY PRESENT, IN ALL MATERIAL RESPECTS, THE
FINANCIAL POSITION OF THE COMPANY AS AT THE DATES THEREOF AND THE RESULTS OF
OPERATIONS AND CASH FLOWS FOR THE PERIODS INDICATED THEREIN ON A CONSOLIDATED
BASIS IN ACCORDANCE WITH GAAP (EXCEPT AS MAY BE INDICATED IN THE NOTES THERETO),
SUBJECT TO NORMAL YEAR END AUDIT ADJUSTMENTS AND THE ABSENCE OF NOTES, IN THE
CASE OF THE INTERIM FINANCIAL STATEMENTS.
(B)
THE COMPANY AND ITS SUBSIDIARIES DO NOT HAVE ANY LIABILITIES
REQUIRED TO BE INCLUDED IN THE FINANCIAL STATEMENTS (INCLUDING ANY NOTES
THERETO) OR OTHERWISE DISCLOSED IN ACCORDANCE WITH GAAP, EXCEPT FOR LIABILITIES
(I) INCLUDED OR RESERVED IN, OR DISCLOSED BY, THE FINANCIAL STATEMENTS,
(II) INCURRED AFTER MARCH 31, 2005, IN THE ORDINARY COURSE OF BUSINESS
CONSISTENT WITH PAST PRACTICE AND IN ACCORDANCE WITH THE TERMS HEREOF,
(III) OWED TO PARENT OR TO ANY OF ITS SUBSIDIARIES AND (IV) INCURRED AFTER
MARCH 31, 2005 THAT INDIVIDUALLY OR IN THE AGGREGATE HAVE NOT HAD AND COULD NOT
REASONABLY BE EXPECTED TO HAVE A COMPANY MATERIAL ADVERSE EFFECT.
(C)
NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES IS A PARTY TO, OR
HAS ANY COMMITMENT TO BECOME A PARTY TO, ANY JOINT VENTURE, OFF-BALANCE SHEET
PARTNERSHIP OR ANY SIMILAR CONTRACT (INCLUDING ANY CONTRACT OR ARRANGEMENT
RELATING TO ANY TRANSACTION OR RELATIONSHIP BETWEEN OR AMONG THE COMPANY AND ANY
OF ITS SUBSIDIARIES, ON THE ONE HAND, AND ANY UNCONSOLIDATED AFFILIATE,
INCLUDING ANY STRUCTURED FINANCE, SPECIAL PURPOSE OR LIMITED PURPOSE ENTITY OR
PERSON, ON THE OTHER HAND, OR ANY "OFF-BALANCE SHEET ARRANGEMENTS" (AS DEFINED
IN ITEM 303(A) OF REGULATION S-K OF THE SEC)), WHERE THE RESULT, PURPOSE OR
EFFECT OF SUCH CONTRACT IS TO AVOID DISCLOSURE OF ANY MATERIAL TRANSACTION
INVOLVING, OR MATERIAL LIABILITIES OF, THE COMPANY OR ANY OF ITS SUBSIDIARIES IN
THE FINANCIAL STATEMENTS.
(D)
THE COMPANY MAINTAINS A SYSTEM OF INTERNAL ACCOUNTING CONTROLS
WHICH IS SUFFICIENT TO PROVIDE REASONABLE ASSURANCE THAT (I) TRANSACTIONS ARE
EXECUTED IN ACCORDANCE WITH MANAGEMENT'S GENERAL OR SPECIFIC AUTHORIZATIONS,
(II) ACCESS TO MONETARY FUNDS IS PERMITTED ONLY IN ACCORDANCE WITH MANAGEMENT'S
GENERAL OR SPECIFIC AUTHORIZATION AND (III) THE RECORDED ACCOUNTABILITY FOR
MONETARY FUNDS IS COMPARED WITH THE EXISTING MONETARY FUNDS AT REASONABLE
INTERVALS AND APPROPRIATE ACTION IS TAKEN WITH RESPECT TO ANY DIFFERENCES.
(E)
AS OF THE DATE HEREOF, EXCEPT WITH RESPECT TO ANY ARRANGEMENTS AND
AGREEMENTS BETWEEN THE COMPANY AND PARENT, THE COMPANY AND ITS SUBSIDIARIES HAVE
NO OUTSTANDING INDEBTEDNESS FOR BORROWED MONEY.
AS OF THE DATE HEREOF, THERE
ARE NO GUARANTEES BY THE COMPANY OR ANY OF ITS SUBSIDIARIES OF INDEBTEDNESS IN
RESPECT OF BORROWED MONEY OF ANY PERSON.
Section 3.7
Absence of Certain Changes or Events.
Since March 31,
2005, the Company and its Subsidiaries have