OF THE DATE OF THIS AGREEMENT, THE COMPANY HAS NOT FILED FOR
BANKRUPTCY, OR SOUGHT OR OBTAINED PROTECTION FROM CREDITORS, IN ANY JURISDICTION
AND THERE HAS BEEN NO FORMAL REQUEST FOR THE ANNULMENT OR THE DISSOLUTION OF THE
COMPANY OR APPOINTMENT OF AN ADMINISTRATOR TO MANAGE THE COMPANY'S AFFAIRS, NOR
HAS ANY PETITION BEEN FILED (OR THREATENED TO BE FILED) WITH ANY COMPETENT
AUTHORITY REQUESTING THE INITIATION OF ANY RESTRUCTURING OR LIQUIDATION
PROCEDURES WITH RESPECT TO THE COMPANY.
(E)
WITHOUT LIMITATION TO SECTION 3.6(C), AS OF THE DATE OF THIS
AGREEMENT THE COMPANY HAS COMPLIED WITH APPLICABLE LAWS RELATING TO THE FILING
OF STATUTORY CORPORATE STATEMENTS WITH GOVERNMENTAL AUTHORITIES.
ALL MATERIAL
CORPORATE RECORDS OF THE COMPANY HAVE BEEN PROPERLY MAINTAINED AND DULY FILED.
(F)
ON AND FROM THE DATE ON WHICH THE COMPANY WAS REGISTERED BY WAY OF
CONTINUATION IN THE CAYMAN ISLANDS:
(I)
THE CORPORATE RECORDS OF THE COMPANY HAVE BEEN KEPT IN ACCORDANCE
WITH THE CORPORATE LAWS GOVERNING THEM; AND
(II)
THE SHARE REGISTER OF THE COMPANY HAS AT ALL TIMES FROM THAT DATE
BEEN KEPT AND MAINTAINED IN THE CAYMAN ISLANDS.
3.6
FINANCIAL STATEMENTS.
(A)
SCHEDULE 3.6 TO THE DISCLOSURE LETTER SETS FORTH COPIES OF THE
AUDITED BALANCE SHEET OF THE COMPANY BRANCH AS AT DECEMBER 31, 2008, TOGETHER
WITH THE RELATED AUDITED PROFIT AND LOSS STATEMENT, THE AUDITED STATEMENT OF
CASH FLOWS (IF SUBMITTED FOR TURKISH STATUTORY PURPOSES), OTHER AUDITED
FINANCIAL INFORMATION (AS APPLICABLE) AND THE RELATED NOTES (IF APPLICABLE) FOR
THE FISCAL YEAR ENDED 31 DECEMBER 2008, ACCOMPANIED BY THE REPORT OF PWC
TURKEY.
SCHEDULE 3.6 TO THE DISCLOSURE LETTER SHALL ALSO INCLUDE THE UNAUDITED
BALANCE SHEET, PROFIT AND LOSS STATEMENT AND STATEMENT OF CASH FLOWS FOR THE
INTERIM PERIOD ENDED 30 JUNE 2009.
SUCH BALANCE SHEETS BEING REFERRED TO AS THE
"BALANCE SHEETS", AND SUCH FINANCIAL STATEMENTS BEING REFERRED TO COLLECTIVELY
AS THE "REFERENCE FINANCIAL STATEMENTS").
(B)
THE REFERENCE FINANCIAL STATEMENTS, EXCEPT AS INDICATED THEREIN, WERE
EACH PREPARED IN ACCORDANCE WITH APPLICABLE ACCOUNTING PRINCIPLES AND TURKISH
STATUTORY ACCOUNTING PRINCIPLES, AND ARE COMPLETE AND CORRECT.
22
(C)
AS OF THE DATE OF THIS AGREEMENT, THE COMPANY (AND THE COMPANY
BRANCH) HAS COMPLIED WITH APPLICABLE LAWS RELATING TO THE FILING OF STATUTORY
FINANCIAL STATEMENTS WITH THE TURKISH GOVERNMENTAL AUTHORITIES AND WITH
ACCOUNTING REQUIREMENTS WITH RESPECT TO TAX ACCOUNTING.
ALL MATERIAL FINANCIAL
RECORDS OF THE COMPANY HAVE BEEN PROPERLY MAINTAINED AND DULY FILED.
(D)
EXCEPT AS SET FORTH ON SCHEDULE 3.6 TO THE DISCLOSURE LETTER, SINCE
JUNE 30, 2009 UNTIL THE DATE OF THIS AGREEMENT THERE HAS BEEN NO MATERIAL
ADVERSE EFFECT.
(E)
THE CURRENT BALANCE PAYABLE BY THE COMPANY TO THE SELLER, IN THE
AMOUNT OF $87 MILLION EQUIVALENT, WHICH WAS INCLUDED IN THE COMPANY STATUTORY
BALANCE SHEET AS OF 30 JUNE 2009 HAS BEEN PROPERLY ACCOUNTED FOR IN THE
STATUTORY ACCOUNTS OF THE COMPANY IN ACCORDANCE WITH THE APPLICABLE LAW.
THE
SELLER RELINQUISHES ALL RISKS, RIGHTS, BENEFITS, CLAIMS AND/OR PRIVILEGES
ASSOCIATED WITH SUCH AMOUNT AT CLOSING.
(F)
THE FINANCIAL STATEMENTS OF THE COMPANY PROVIDED