OF
TRUST OR OTHER AGREEMENT OR INSTRUMENT RELATING TO THE BORROWING OF MONEY, THE
GUARANTEE OF INDEBTEDNESS OR THE GRANTING OF ANY SECURITY INTEREST, NEGATIVE
PLEDGE OR OTHER ENCUMBRANCE ON THE ASSETS OF THE COMPANY; AND
(III)
NEITHER THE COMPANY NOR ANY SUBSIDIARY HAS INCURRED, AND
IS SUBJECT TO ANY, LIABILITIES OR OBLIGATIONS, FIXED OR CONTINGENT, MATURED OR
UNMATURED OR OTHERWISE THAT, INDIVIDUALLY OR IN THE AGGREGATE, COULD HAVE A
MATERIAL ADVERSE EFFECT.
(D)
THE FINANCIAL STATEMENTS INCLUDED IN THE
COMPANY REPORTS, INCLUDING ANY NOTES THERETO, REFLECT ALL LIABILITIES OF THE
COMPANY AS OF THE DATE OF SUCH FINANCIAL STATEMENTS.
SINCE THE DATE OF THE
UNAUDITED BALANCE SHEET DATED JUNE 30, 2008 (THE "JUNE 30, 2008 BALANCE SHEET"),
THE COMPANY AND ITS SUBSIDIARIES HAVE NOT INCURRED ANY OBLIGATION (OR SERIES OF
RELATED OBLIGATIONS) OR LIABILITY, CONTINGENT OR OTHERWISE, IN EXCESS OF TWO
HUNDRED AND FIFTY THOUSAND U.S. DOLLARS (US$250,000) EXCEPT AS SET FORTH IN
SCHEDULE 4.6(D) ATTACHED HERETO. THE COMPANY HAS ESTABLISHED AND MAINTAINS
INTERNAL CONTROL OVER FINANCIAL REPORTING AS DEFINED IN RULES 13A-15(F) AND
15D-15(F) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED; A PROCESS
DESIGNED TO PROVIDE REASONABLE ASSURANCE REGARDING THE RELIABILITY OF FINANCIAL
REPORTING AND THE PREPARATION OF FINANCIAL STATEMENTS FOR EXTERNAL PURPOSES IN
ACCORDANCE WITH U.S. GAAP (AS DEFINED IN SECTION 4.6(L) BELOW).
(E)
EXCEPT AS SET FORTH IN
SCHEDULE 4.6(E) ATTACHED HERETO AND THE COMPANY REPORTS, (I) THERE ARE NO
ACTIONS, SUITS, ARBITRATIONS, CLAIMS, INVESTIGATIONS OR LEGAL OR ADMINISTRATIVE
PROCEEDINGS PENDING OR, TO THE COMPANY'S KNOWLEDGE, THREATENED, AGAINST THE
COMPANY OR ANY SUBSIDIARY, WHETHER AT LAW OR IN EQUITY, THAT, IF DETERMINED
ADVERSELY TO THE COMPANY OR ANY SUBSIDIARY, WOULD REASONABLY BE EXPECTED TO,
INDIVIDUALLY OR IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT, (II) THERE ARE
NO JUDGMENTS, DECREES, INJUNCTIONS OR ORDERS OF ANY COURT OR GOVERNMENTAL
AUTHORITY ENTERED OR EXISTING AGAINST THE COMPANY OR ANY SUBSIDIARY OR ANY OF
THEIR ASSETS OR PROPERTIES FOR ANY OF THE FORGOING OR OTHERWISE AND (III) THE
COMPANY AND ITS SUBSIDIARIES HAVE NOT (A) ADMITTED IN WRITING ITS INABILITY TO
PAY ITS DEBTS GENERALLY AS THEY BECOME DUE, (B) FILED OR CONSENTED TO THE FILING
AGAINST IT OF A PETITION IN BANKRUPTCY OR A PETITION TO TAKE ADVANTAGE OF ANY
INSOLVENCY ACT, (C) MADE AN ASSIGNMENT FOR THE BENEFIT OF CREDITORS, CONSENTED
TO THE APPOINTMENT OF A RECEIVER FOR ITSELF OR FOR THE WHOLE OR ANY SUBSTANTIAL
PART OF ITS PROPERTY, (D) HAD A PETITION IN BANKRUPTCY FILED AGAINST IT,
(E) BEEN ADJUDICATED
BANKRUPT, OR (F) FILED A PETITION OR ANSWER SEEKING
REORGANIZATION OR ARRANGEMENT UNDER THE FEDERAL BANKRUPTCY LAWS OR ANY OTHER
LAWS OF THE UNITED STATES OR ANY OTHER JURISDICTION.
(F)
THE COMPANY AND ITS SUBSIDIARIES ARE IN
COMPLIANCE WITH ALL OBLIGATIONS, AGREEMENTS AND CONDITIONS CONTAINED IN ANY
EVIDENCE OF INDEBTEDNESS OR ANY LOAN AGREEMENT OR OTHER CONTRACT OR AGREEMENT
(WHETHER OR NOT RELATING TO INDEBTEDNESS) TO WHICH THE COMPANY OR ANY SUBSIDIARY
IS A PARTY OR IS SUBJECT (COLLECTIVELY, THE "OBLIGATIONS"), THE LACK