NO DEFAULTS.
(A)
EACH OF THE BORROWER AND EACH SUBSIDIARY IS IN COMPLIANCE WITH ALL
GOVERNMENTAL REQUIREMENTS APPLICABLE TO IT OR ITS PROPERTY AND ALL AGREEMENTS
AND OTHER INSTRUMENTS BINDING UPON IT OR ITS PROPERTY, AND POSSESSES ALL
LICENSES, PERMITS, FRANCHISES, EXEMPTIONS, APPROVALS AND OTHER GOVERNMENTAL
AUTHORIZATIONS NECESSARY FOR THE OWNERSHIP OF ITS PROPERTY AND THE CONDUCT OF
ITS BUSINESS, EXCEPT WHERE THE FAILURE TO DO SO, INDIVIDUALLY OR IN THE
AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE
EFFECT.
(B)
NEITHER THE BORROWER NOR ANY SUBSIDIARY IS IN DEFAULT NOR HAS ANY
EVENT OR CIRCUMSTANCE OCCURRED WHICH, BUT FOR THE EXPIRATION OF ANY APPLICABLE
GRACE PERIOD OR THE GIVING OF NOTICE, OR BOTH, WOULD CONSTITUTE A DEFAULT OR
WOULD REQUIRE THE BORROWER OR A SUBSIDIARY TO REDEEM OR MAKE ANY OFFER TO REDEEM
UNDER ANY INDENTURE, NOTE, CREDIT AGREEMENT OR INSTRUMENT (INCLUDING, WITHOUT
LIMITATION, THE INDENTURES AND THE SENIOR NOTES) PURSUANT TO WHICH ANY MATERIAL
INDEBTEDNESS IS OUTSTANDING OR BY WHICH THE BORROWER OR ANY SUBSIDIARY OR ANY OF
THEIR PROPERTIES IS BOUND, EXCEPT THAT PURSUANT TO THE TERMS OF THE BORROWER'S
FLOATING RATE CONVERTIBLE NOTES DUE 2023, THE BORROWER WAS AND IS REQUIRED TO
MAKE AN OFFER TO REDEEM ALL OF SUCH NOTES ON DECEMBER 15 OF EACH OF 2008, 2013
AND 2015. THE BORROWER MADE THE OFFER TO REDEEM ITS FLOATING RATE CONVERTIBLE
NOTES DUE 2023 ON DECEMBER 15, 2008 AND PURCHASED ALL OF THE NOTES THAT WERE
VALIDLY TENDERED INTO THE OFFER.
(C)
NO DEFAULT HAS OCCURRED AND IS CONTINUING.
SECTION 7.08
INVESTMENT COMPANY ACT.
NEITHER THE BORROWER NOR ANY
SUBSIDIARY IS AN "INVESTMENT COMPANY" OR A COMPANY "CONTROLLED" BY AN
"INVESTMENT COMPANY," WITHIN THE MEANING OF, OR SUBJECT TO REGULATION UNDER, THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED.
SECTION 7.09
TAXES.
EACH OF THE BORROWER AND ITS SUBSIDIARIES HAS
TIMELY FILED OR CAUSED TO BE FILED ALL TAX RETURNS AND REPORTS REQUIRED TO HAVE
BEEN FILED BY OR WITH RESPECT TO IT AND HAS PAID OR CAUSED TO BE PAID ALL TAXES
REQUIRED TO HAVE BEEN PAID BY IT, EXCEPT (A) TAXES THAT ARE BEING CONTESTED IN
GOOD FAITH BY APPROPRIATE PROCEEDINGS AND FOR WHICH THE BORROWER OR SUCH
SUBSIDIARY, AS APPLICABLE, HAS SET ASIDE ON ITS BOOKS ADEQUATE RESERVES IN
ACCORDANCE WITH GAAP OR (B) TO THE EXTENT THAT THE FAILURE TO DO SO COULD NOT
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
THE CHARGES,
ACCRUALS AND RESERVES ON THE BOOKS OF THE BORROWER AND ITS SUBSIDIARIES IN
RESPECT OF TAXES AND OTHER GOVERNMENTAL CHARGES ARE, IN THE REASONABLE OPINION
OF THE BORROWER, ADEQUATE.
NO TAX LIEN HAS BEEN FILED AND, TO THE KNOWLEDGE OF
THE BORROWER, NO CLAIM IS BEING ASSERTED WITH RESPECT TO ANY SUCH TAX OR OTHER
SUCH GOVERNMENTAL CHARGE.
SECTION 7.10
ERISA.
(A)
THE BORROWER, THE SUBSIDIARIES AND EACH ERISA AFFILIATE HAVE
COMPLIED IN ALL MATERIAL RESPECTS WITH ERISA AND, WHERE APPLICABLE, THE CODE
REGARDING EACH PLAN.
60
(B)
EXCEPT AS