ANY
RESTRICTION, ORDER, WRIT, JUDGMENT, AWARD, DETERMINATION, INJUNCTION OR DECREE
OF ANY AUTHORITY, OR ANY DECISION OR RULING OF ANY ARBITRATOR BINDING UPON OR
APPLICABLE TO THE BORROWER OR ANY SUBSIDIARY OR ANY OF THEIR RESPECTIVE
PROPERTIES OR ASSETS, OR (AA) ANY PROVISION OF THE CHARTER OF THE BORROWER OR
ORGANIZATIONAL DOCUMENTS OF ANY OF ITS SUBSIDIARIES;
(F)
LITIGATION.
EXCEPT AS SET FORTH IN THE BORROWER'S PUBLIC SEC
FILINGS, THERE ARE NO PENDING OR, TO THE BORROWER'S KNOWLEDGE AFTER DUE INQUIRY,
OVERTLY THREATENED ACTIONS, CLAIMS, ORDERS, DECREES, INVESTIGATIONS, SUITS OR
PROCEEDINGS BY OR BEFORE ANY GOVERNMENTAL AUTHORITY, ARBITRATOR, COURT OR
ADMINISTRATIVE AGENCY WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT, AND NO JUDGMENT OR ORDER HAS BEEN ISSUED WHICH COULD REASONABLY
BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;
(G)
CHARTER.
THE BORROWER HAS DELIVERED TO IFC A TRUE AND CORRECT
COPY OF ITS CHARTER, WHICH HAS NOT BEEN AMENDED SINCE THE EFFECTIVE DATE OF
OCTOBER 11, 2007;
(H)
CAPITALIZATION. THE AUTHORIZED CAPITAL STOCK OF THE BORROWER
CONSISTS OF 250,000,000 SHARES OF COMMON STOCK, NO PAR VALUE, 63,771,069 SHARES
OF WHICH HAVE BEEN VALIDLY ISSUED AND ARE OUTSTANDING AS OF SEPTEMBER 30, 2007
AND ARE OWNED BENEFICIALLY AND LEGALLY OF RECORD BY THE PERSONS INDICATED ON
SCHEDULE 3.01(H) (AND SUCH ISSUED SHARES ARE FULLY PAID AND NON-ASSESSABLE), AND
25,000,000 SHARES OF PREFERRED STOCK, NO PAR VALUE, NONE OF WHICH ARE ISSUED OR
OUTSTANDING AS OF SEPTEMBER 30, 2007.
EXCEPT AS SET FORTH ON SCHEDULE 3.01(H),
THE BORROWER OWNS 100% OF THE CAPITAL STOCK OF EACH OF THE SUBSIDIARIES.
EXCEPT
AS SET FORTH ON SCHEDULE 3.01(H), THERE DO NOT EXIST ANY OTHER AUTHORIZED OR
OUTSTANDING SECURITIES, OPTIONS, WARRANTS, CALLS, COMMITMENTS, RIGHTS TO
SUBSCRIBE OR OTHER INSTRUMENTS, AGREEMENTS OR RIGHTS OF ANY CHARACTER, OR ANY
PREEMPTIVE RIGHTS, CONVERTIBLE INTO OR EXCHANGEABLE FOR, OR REQUIRING OR
23
RELATING TO THE ISSUANCE, TRANSFER OR SALE OF, ANY SHARES OF CAPITAL STOCK OR
OTHER SECURITIES OF THE BORROWER OR ANY SUBSIDIARY.
SCHEDULE 3.01(H) CONTAINS A
CAPITALIZATION TABLE SHOWING THE NUMBER OF SHARES OF COMMON STOCK AND STOCK
EQUIVALENTS OWNED BY EACH CATEGORY OF HOLDERS OF COMMON STOCK AND/OR STOCK
EQUIVALENTS OF THE BORROWER;
(I)
FINANCIAL STATEMENTS.
ALL OF THE CONSOLIDATED FINANCIAL
STATEMENTS INCLUDED IN THE MOST RECENT QUARTERLY REPORT (FORM 10-Q) AND ANNUAL
REPORT (FORM 10-K) FILED BY THE BORROWER WITH THE SEC (THE "BORROWER FINANCIAL
STATEMENTS"): (I) HAVE BEEN PREPARED FROM AND ON THE BASIS OF, AND ARE IN
ACCORDANCE WITH, THE BOOKS AND RECORDS OF THE BORROWER AND WITH THE ACCOUNTING
STANDARDS; (II) FAIRLY AND ACCURATELY PRESENT IN ALL MATERIAL RESPECTS THE
CONSOLIDATED FINANCIAL CONDITION OF THE BORROWER AS OF THE DATE OF EACH SUCH
BORROWER FINANCIAL STATEMENT AND THE RESULTS OF ITS OPERATIONS FOR THE PERIODS
THEREIN SPECIFIED; AND (III) IN THE CASE OF THE ANNUAL FINANCIAL STATEMENTS, ARE
ACCOMPANIED BY THE AUDIT OPINION OF THE AUDITORS.
EXCEPT AS DISCLOSED IN THE
BORROWER'S PUBLIC SEC FILINGS, THE BORROWER HAS NO LIABILITIES OTHER THAN
(I) LIABILITIES WHICH ARE REFLECTED