OR
REGISTRATIONS WITH, ANY GOVERNMENTAL OR REGULATORY AUTHORITY OR AGENCY ARE
NECESSARY FOR THE EXECUTION, DELIVERY OR PERFORMANCE BY EACH PRINCIPAL AND EACH
INDEMNITOR OF THE UNDERWRITING DOCUMENTS TO WHICH EACH IS A PARTY OR FOR THE
VALIDITY OR ENFORCEABILITY THEREOF, OTHER THAN THOSE WHICH HAVE BEEN HERETOFORE
MADE OR OBTAINED.
SECTION 5.5
OWNERSHIP AND LIENS.
EACH OF HOLDINGS AND EACH SUBSIDIARY HAS
TITLE TO, OR VALID LEASEHOLD INTERESTS IN, ALL OF ITS PROPERTIES AND ASSETS,
REAL AND PERSONAL, THAT ARE NECESSARY FOR CONDUCT OF SUCH PERSON'S BUSINESS AND
NONE OF THE MATERIAL PROPERTIES AND ASSETS OWNED BY HOLDINGS OR ANY SUBSIDIARY
AND NONE OF THEIR RESPECTIVE MATERIAL LEASEHOLD INTERESTS IS SUBJECT TO ANY
LIEN, EXCEPT SUCH AS MAY BE PERMITTED PURSUANT TO SECTION 6.11 OF THIS
AGREEMENT.
SECTION 5.6
TAXES.
EACH OF HOLDINGS AND EACH SUBSIDIARY HAS FILED ALL
MATERIAL TAX RETURNS (FEDERAL, STATE, AND LOCAL) REQUIRED TO BE FILED AND HAS
PAID ALL TAXES, ASSESSMENTS, AND GOVERNMENTAL CHARGES AND LEVIES THEREON TO BE
DUE, INCLUDING INTEREST AND
19
penalties, except to the extent the validity thereof is being contested in good
faith by appropriate proceedings and for which adequate reserves have been set
aside on its books in accordance with GAAP.
SECTION 5.7
INSURANCE.
AS OF THE DATE OF THIS AGREEMENT, EACH PRINCIPAL HAS
INSURANCE IN FORCE AS DISCLOSED IN SCHEDULE 5.7 ATTACHED HERETO AND MADE A PART
HEREOF.
SECTION 5.8
COMPLIANCE.
EACH OF HOLDINGS AND EACH SUBSIDIARY IS IN MATERIAL
COMPLIANCE WITH ALL STATUTES AND GOVERNMENTAL RULES AND REGULATIONS APPLICABLE
TO IT, INCLUDING WITHOUT LIMITATION, ERISA INSOFAR AS ERISA APPLIES TO IT,
EXCEPT TO THE EXTENT THE FAILURE TO BE IN COMPLIANCE THEREWITH COULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE CHANGE.
NO CONDITION EXISTS
OR EVENT OR TRANSACTION HAS OCCURRED IN CONNECTION WITH ANY PLAN WHICH COULD
RESULT IN ANY LIABILITY, FINE OR PENALTY BEING ASSERTED AGAINST HOLDINGS OR ANY
SUBSIDIARY, IN AN AGGREGATE AMOUNT IN EXCESS OF $5,000,000.
SECTION 5.9
LITIGATION.
THERE IS NO ACTION, SUIT OR PROCEEDING PENDING
AGAINST, OR TO THE KNOWLEDGE OF HOLDINGS THREATENED AGAINST OR AFFECTING,
HOLDINGS OR ANY SUBSIDIARY BEFORE ANY COURT OR ARBITRATOR OR ANY GOVERNMENT
BODY, AGENCY OR OFFICIAL IN WHICH THERE IS A REASONABLE LIKELIHOOD OF AN ADVERSE
DECISION WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE CHANGE OR
WHICH IN ANY MANNER DRAWS INTO QUESTION THE VALIDITY OF THIS AGREEMENT EXCEPT
THOSE REFERRED TO IN SCHEDULE 5.9 ATTACHED HERETO AND MADE A PART HEREOF.
SECTION 5.10
SUBSIDIARIES.
SCHEDULE 5.10 ATTACHED HERETO AND MADE A PART
HEREOF SETS FORTH A COMPLETE AND ACCURATE LIST, AS OF THE DATE OF THIS
AGREEMENT, OF EACH SUBSIDIARY OF HOLDINGS AND EACH SUBSIDIARY SET FORTH ON
SCHEDULE 5.10 AND DESIGNATED WITH AN ASTERISK ("*") IS A WHOLLY-OWNED SUBSIDIARY
OF HOLDINGS.
SECTION 5.11
REAL PROPERTY.
SCHEDULE 5.11 CONTAINS A COMPLETE AND ACCURATE
LIST, AS OF THE DATE OF THIS AGREEMENT, OF THE ADDRESS OF ANY REAL PROPERTY
OWNED OR LEASED BY EACH PRINCIPAL WITH A NET BOOK