SUBSIDIARIES HAVE NOT ASSUMED BY CONTRACT OR BY OPERATION OF LAW THE LIABILITIES
ARISING UNDER ENVIRONMENTAL LAW OF ANY OTHER PERSON.
THE COMPANY AND ITS
SUBSIDIARIES HAVE PROVIDED TO THE AGENT ALL MATERIAL REPORT, AUDITS AND
ASSESSMENTS IN THEIR POSSESSION OR CONTROL REGARDING THE ENVIRONMENTAL CONDITION
OF ANY PROPERTY CURRENTLY OR FORMERLY OWNED OR OPERATED BY THE COMPANY OR ANY
SUBSIDIARY.
"ENVIRONMENTAL LAW" MEANS ALL LAWS, RULES, REGULATIONS, CODES,
ORDINANCES, ORDERS, DECREES, JUDGMENTS, INJUNCTIONS, NOTICES OR BINDING
AGREEMENTS ISSUED, PROMULGATED OR ENTERED INTO BY ANY GOVERNMENTAL AUTHORITY,
RELATING IN ANY WAY TO POLLUTION OR THE ENVIRONMENT , PRESERVATION OR
RECLAMATION OF NATURAL RESOURCES, THE MANAGEMENT, GENERATION, USE, HANDLING,
TREATMENT, TRANSPORTATION, STORAGE, DISPOSAL OR RELEASE OR THREATENED RELEASE OF
OR EXPOSURE TO HAZARDOUS MATERIALS, OR OCCUPATIONAL HEALTH AND SAFETY.
"GOVERNMENTAL AUTHORITY" MEANS ANY NATION OR GOVERNMENT, ANY STATE OR OTHER
POLITICAL SUBDIVISION THEREOF, AND ANY AGENCY, DEPARTMENT OR OTHER ENTITY
EXERCISING EXECUTIVE, LEGISLATIVE, JUDICIAL, REGULATORY OR ADMINISTRATIVE
FUNCTIONS OF OR PERTAINING TO GOVERNMENT.
"HAZARDOUS MATERIALS" MEANS
MATERIALS, WASTES OR POLLUTANTS LISTED OR DEFINED AS "HAZARDOUS SUBSTANCES",
"HAZARDOUS WASTES" ,"TOXIC SUBSTANCES" OR BY WORDS OF SIMILAR IMPORT OR ANY
OTHER SUBSTANCE OR WASTE OTHERWISE REGULATED BY APPLICABLE ENVIRONMENTAL LAW,
INCLUDING NUCLEAR MATERIALS AND RADIOACTIVE SUBSTANCES OR WASTES, PETROLEUM OR
PETROLEUM DISTILLATES, ASBESTOS OR ASBESTOS CONTAINING MATERIALS,
POLYCHLORINATED BIPHENYLS, RADON GAS, INFECTIOUS OR MEDICAL WASTES, AND TOXIC
MOLD.
"PERSON" MEANS ANY INDIVIDUAL, SOLE PROPRIETORSHIP, PARTNERSHIP, LIMITED
LIABILITY PARTNERSHIP, JOINT VENTURE, TRUST, UNINCORPORATED ORGANIZATION,
ASSOCIATION, CORPORATION, LIMITED LIABILITY COMPANY, INSTITUTION, PUBLIC BENEFIT
CORPORATION, ENTITY OR GOVERNMENT (WHETHER FEDERAL, STATE, COUNTY, CITY,
MUNICIPAL OR OTHERWISE, INCLUDING ANY INSTRUMENTALITY, DIVISION, AGENCY, BODY OR
DEPARTMENT THEREOF), AND SHALL INCLUDE SUCH PERSON'S SUCCESSORS AND ASSIGNS.
VALID OFFERING.
ASSUMING THE ACCURACY OF THE REPRESENTATIONS AND WARRANTIES OF
THE PURCHASERS CONTAINED IN THIS AGREEMENT, THE OFFER, SALE AND ISSUANCE OF THE
SECURITIES WILL BE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND WILL HAVE BEEN REGISTERED OR
QUALIFIED (OR ARE EXEMPT FROM REGISTRATION AND QUALIFICATION) UNDER THE
REGISTRATION, PERMIT OR QUALIFICATION REQUIREMENTS OF ALL APPLICABLE STATE
SECURITIES LAWS.
FULL DISCLOSURE.
THE COMPANY AND EACH OF ITS SUBSIDIARIES HAS PROVIDED THE
PURCHASERS WITH ALL INFORMATION REQUESTED BY THE PURCHASERS IN CONNECTION WITH
THE PURCHASERS' DECISION TO PURCHASE THE NOTES AND WARRANTS, INCLUDING ALL
INFORMATION THE COMPANY AND ITS SUBSIDIARIES BELIEVE IS REASONABLY NECESSARY TO
MAKE SUCH INVESTMENT DECISION.
NEITHER THIS AGREEMENT, THE RELATED AGREEMENTS,
THE EXHIBITS AND SCHEDULES HERETO AND THERETO NOR ANY OTHER DOCUMENT INCLUDING,
WITHOUT LIMITATION, THE RESPONSES CONTAINED IN ANY QUESTIONNAIRE PROVIDED TO THE
COMPANY BY THE AGENT, DELIVERED BY THE COMPANY OR ANY OF ITS SUBSIDIARIES TO
PURCHASERS OR THEIR ATTORNEYS OR AGENTS IN CONNECTION HEREWITH OR THEREWITH OR
WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, CONTAIN ANY UNTRUE
STATEMENT OF A MATERIAL FACT NOR OMIT TO STATE A MATERIAL FACT NECESSARY IN
ORDER TO MAKE THE STATEMENTS CONTAINED HEREIN OR THEREIN, IN LIGHT OF THE
CIRCUMSTANCES IN WHICH THEY ARE MADE, NOT MISLEADING.
ANY FINANCIAL PROJECTIONS
AND