ASSETS FREE AND CLEAR OF ALL LIENS, CLAIMS,
CHARGES OR ENCUMBRANCES, EXCEPT AS SET FORTH IN THAT CERTAIN LOAN AND SECURITY
AGREEMENT, DATED AS OF MARCH 29, 2001, BY AND BETWEEN THE COMPANY AND GATX
VENTURES, INC.
4.25
REGISTRATION RIGHTS.
EXCEPT AS SPECIFIED IN SECTION 4.25 OF
EXHIBIT D OR AS PROVIDED IN THIS AGREEMENT, THE COMPANY IS NOT UNDER ANY
OBLIGATION TO REGISTER UNDER THE SECURITIES ACT. ANY OF ITS PRESENTLY
OUTSTANDING SECURITIES OR ANY SECURITIES WHICH HEREAFTER MAY BE ISSUED.
4.26
INSURANCE.
THE COMPANY MAINTAINS INSURANCE POLICIES WHICH ARE IN
FULL FORCE AND EFFECT AND ARE IN AMOUNTS AND FOR COVERAGE CUSTOMARY AND
REASONABLY PRUDENT FOR THE INDUSTRY IN WHICH COMPANY OPERATES AND IN LIGHT OF
THE VALUE OF THE COMPANY'S ASSETS AND PROPERTIES AND THE HAZARDS TO WHICH THEY
ARE SUBJECTED.
4.27
INDEMNIFICATION.
THE COMPANY SHALL INDEMNIFY AND HOLD HARMLESS
EACH PURCHASER, AND EACH OFFICER, DIRECTOR OR AFFILIATE OF SUCH PURCHASER (EACH,
AN "INDEMNIFIED PARTY"), FROM AND AGAINST ANY AND ALL CLAIMS, COSTS, LOSSES,
DAMAGES, JUDGMENTS, LIABILITIES AND EXPENSES (INCLUDING, WITHOUT LIMITATION,
REASONABLE FEES AND DISBURSEMENTS OF COUNSEL AS INCURRED IN CONNECTION WITH
INVESTIGATING, PREPARING FOR, PROSECUTING AND DEFENDING AGAINST ANY ACTION, SUIT
OR PROCEEDING, REFERRED TO COLLECTIVELY AS "LOSSES") INCURRED OR SUFFERED BY ANY
INDEMNIFIED PARTY ARISING OUT OF ANY MISREPRESENTATION OR MATERIAL OMISSION OF
OR RELATING TO THE COMPANY CONTAINED HEREIN OR ANY BREACH OF OR FAILURE TO
OBSERVE, PERFORM OR COMPLY WITH ANY REPRESENTATION, WARRANTY, COVENANT OR
AGREEMENT MADE OR TO BE OBSERVED, PERFORMED OR COMPLIED WITH BY THE COMPANY
PURSUANT TO THIS AGREEMENT.
SUCH INDEMNIFICATION SHALL, TO THE EXTENT IT
RELATES TO CLAIMS OR CAUSES OF ACTIONS AGAINST AN INDEMNIFIED PARTY ASSERTED BY
A THIRD PARTY OR ANOTHER PURCHASER, BE SUBJECT TO THE PROCEDURES AND PROVISIONS
SET FORTH IN SECTIONS 8.2(D), (E) AND (F) HEREOF, BUT SHALL NOT BE SUBJECT TO OR
INTERPRETED OR APPLIED WITH REFERENCE TO ANY OTHER SUBSECTION OF SECTION 8.2.
4.28
S-3 ELIGIBILITY AND 144 AVAILABILITY.
THE COMPANY CURRENTLY IS
ELIGIBLE TO REGISTER ITS SECURITIES FOR RESALE BY SELLING SHAREHOLDERS UNDER A
REGISTRATION STATEMENT ON FORM S-3 AND THE COMPANY IS UNAWARE OF ANY FACTS OR
CIRCUMSTANCES THAT REASONABLY MIGHT RENDER SUCH FORM UNAVAILABLE FOR USE BY THE
COMPANY TO REGISTER ALL REGISTRABLE SECURITIES AS PROVIDED HEREIN.
THE COMPANY
IS NOT AWARE OF ANY FACTS AND CIRCUMSTANCES RELATING TO THE COMPANY OR ITS
STATUS AS A REPORTING COMPANY UNDER THE EXCHANGE ACT WHICH WOULD CAUSE ITS
SHAREHOLDERS TO BE INELIGIBLE TO SELL SECURITIES PURSUANT TO RULE 144 UNDER THE
SECURITIES ACT, ASSUMING SUCH SHAREHOLDERS COMPLY WITH THE VOLUME, MANNER OF
SALE, TIMING AND ANY OTHER APPLICABLE REQUIREMENTS APPLICABLE TO SALES BY SUCH
SHAREHOLDERS UNDER RULE 144.
17
SECTION 5.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS.
5.1
EACH PURCHASER, SEVERALLY AS TO ITSELF AND ITS AFFAIRS ONLY AND
NOT JOINTLY WITH ANY OTHER PURCHASER, REPRESENTS AND WARRANTS TO AND, WHERE
APPLICABLE, COVENANTS WITH THE COMPANY THAT:
(A)
PURCHASER, TAKING INTO ACCOUNT THE PERSONNEL AND RESOURCES IT CAN
PRACTICALLY