ASSETS.
2.2
AUTHORITY. THE SELLER HAS THE FULL LEGAL RIGHT AND REQUISITE POWER
AND AUTHORITY AND HAS TAKEN ALL ACTION NECESSARY IN ORDER TO EXECUTE, DELIVER
AND PERFORM FULLY ITS OBLIGATIONS UNDER THIS AGREEMENT AND TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED HEREIN.
2.3
NO CONFLICTS. THE EXECUTION, DELIVERY AND PERFORMANCE BY THE
SELLER OF THIS AGREEMENT WILL NOT (A) VIOLATE ANY PROVISION OF THE SELLER'S
GOVERNING DOCUMENTS, (B) REQUIRE ANY AUTHORIZATION, CONSENT, APPROVAL, LICENSE,
EXEMPTION OF OR FILING OR REGISTRATION WITH ANY NATIONAL, FEDERAL, REGIONAL,
STATE, MULTI-STATE, MUNICIPAL OR OTHER GOVERNMENTAL AUTHORITY OF ANY NATURE,
INCLUDING ANY COURT, SUBDIVISION, AGENCY, COMMISSION OR AUTHORITY THEREOF, OR
ANY QUASI-GOVERNMENTAL BODY EXERCISING ANY REGULATORY OR TAXING AUTHORITY (ANY
SUCH GOVERNMENTAL AUTHORITY OR BODY, A "GOVERNMENTAL BODY"), BY THE SELLER,
EXCEPT FOR FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND
THE RULES AND REGULATIONS THEREUNDER ("EXCHANGE ACT"), WHICH SELLER WILL MAKE AS
REQUIRED UNDER THE EXCHANGE ACT FOLLOWING THE EXECUTION OF THIS AGREEMENT,
(C) CAUSE THE SELLER TO VIOLATE OR CONTRAVENE ANY PROVISION OF LAW, ANY RULE OR
REGULATION OF ANY GOVERNMENTAL BODY, OR ANY ORDER, WRIT, JUDGMENT, INJUNCTION,
DECREE, DETERMINATION OR AWARD, BINDING UPON OR APPLICABLE TO THE SELLER,
(D) RESULT IN A MATERIAL VIOLATION OR BREACH OF, OR CONSTITUTE (WITH OR WITHOUT
NOTICE OR THE LAPSE OF TIME OR BOTH) A MATERIAL DEFAULT OR AN EVENT OF DEFAULT
UNDER, OR RESULT IN MATERIALLY ADVERSE CONSEQUENCES TO THE SELLER UNDER, ANY
INDENTURE, MORTGAGE, BOND, CONTRACT, LICENSE, AGREEMENT, PERMIT, INSTRUMENT OR
OTHER OBLIGATION TO WHICH THE SELLER IS A PARTY OR BY WHICH THE SELLER OR THE
SHARES ARE BOUND OR AFFECTED, OR (E) RESULT IN THE CREATION OR IMPOSITION OF ANY
LIEN (OTHER THAN PERMITTED LIENS) ON THE SHARES.
2.4
BINDING OBLIGATION. THIS AGREEMENT HAS BEEN DULY AUTHORIZED,
EXECUTED AND DELIVERED BY THE SELLER AND CONSTITUTES A VALID AND BINDING
AGREEMENT OF THE SELLER, ENFORCEABLE AGAINST THE SELLER IN ACCORDANCE WITH ITS
TERMS, SUBJECT TO BANKRUPTCY, INSOLVENCY, FRAUDULENT TRANSFER, REORGANIZATION,
MORATORIUM AND OTHER SIMILAR LAWS OF GENERAL APPLICABILITY RELATING TO OR
AFFECTING CREDITORS' RIGHTS AND TO GENERAL EQUITY PRINCIPLES.
2.5
OWNERSHIP OF COMMON STOCK. OCM PRINCIPAL OPPORTUNITIES FUND, L.P.
IS THE SOLE LEGAL AND RECORD OWNER AND HOLDER OF, AND HAS GOOD, VALID AND
MARKETABLE TITLE TO AND THE RIGHT TO TRANSFER, THE SHARES, FREE AND CLEAR OF ANY
LIENS (OTHER THAN PERMITTED LIENS). UPON THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREIN, THE BUYER WILL BE THE SOLE LEGAL, BENEFICIAL AND RECORD
OWNER AND HOLDER OF, AND WILL HAVE GOOD AND VALID TITLE TO THE SHARES, FREE AND
CLEAR OF ALL LIENS (OTHER THAN PERMITTED LIENS). EXCEPT FOR THE REGISTRATION
RIGHTS AGREEMENT, DATED AS OF JUNE 12, 2001, BETWEEN THE BUYER AND THE
SECURITYHOLDERS PARTY THERETO, THE SELLER IS NOT SUBJECT TO ANY AGREEMENT,
CONTRACT, VOTING TRUST, UNDERSTANDING, OPTION, WARRANT OR OTHER RIGHT (INCLUDING
CONVERSION, EXCHANGE OR PREEMPTIVE RIGHTS OR RIGHTS OF FIRST REFUSAL) WITH
RESPECT TO THE SHARES.
2.6
NO LITIGATION. THERE IS NO SUIT, ACTION, INVESTIGATION, INQUIRY OR
OTHER