BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(C)
NO BORROWER OR GUARANTOR HAS ANY LIABILITIES, CLAIMS AGAINST IT OR
PRESENTLY OUTSTANDING NOTICES IMPOSED OR BASED UPON ANY PROVISION OF ANY
PHARMACEUTICAL LAW, EXCEPT FOR SUCH LIABILITIES, CLAIMS, CITATIONS OR NOTICES
WHICH INDIVIDUALLY OR IN THE AGGREGATE WOULD NOT REASONABLY BE EXPECTED TO HAVE
A MATERIAL ADVERSE EFFECT.
8.22
NO DEFAULT.
NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING
OR WOULD RESULT FROM THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT OR ANY OTHER FINANCING AGREEMENTS.
8.23
INSURANCE.
BORROWER AND GUARANTORS AND THEIR SUBSIDIARIES ARE
INSURED WITH FINANCIALLY SOUND AND REPUTABLE INSURANCE COMPANIES WHICH ARE NOT
AFFILIATES OF ANY BORROWER OR GUARANTOR, IN SUCH AMOUNTS, WITH SUCH RETENTIONS
AND/OR SELF-INSURED DEDUCTIBLES AND COVERING SUCH RISKS (INCLUDING, WITHOUT
LIMITATION, WORKMEN'S COMPENSATION, PUBLIC LIABILITY, BUSINESS INTERRUPTION AND
PROPERTY DAMAGE INSURANCE) AS ARE CUSTOMARILY CARRIED BY COMPANIES ENGAGED IN
SIMILAR BUSINESSES AND OWNING SIMILAR PROPERTIES IN LOCALITIES WHERE BORROWERS
AND GUARANTORS OR THE APPLICABLE SUBSIDIARY OPERATES.
SCHEDULE 8.23 SETS FORTH
A DESCRIPTION OF ALL WORKMEN'S COMPENSATION, PUBLIC LIABILITY, BUSINESS
INTERRUPTION, PROPERTY DAMAGE AND OTHER MATERIAL INSURANCE POLICIES MAINTAINED
BY OR ON BEHALF OF BORROWERS AND GUARANTORS AS OF THE EFFECTIVE DATE.
EACH
INSURANCE POLICY LISTED ON SCHEDULE 8.23 IS IN FULL FORCE AND EFFECT.
8.24
MARGIN REGULATIONS; INVESTMENT COMPANY ACT.
(A)
NO BORROWER OR GUARANTOR IS ENGAGED OR WILL BE ENGAGED, PRINCIPALLY OR
AS ONE OF ITS IMPORTANT ACTIVITIES, IN THE BUSINESS OF PURCHASING OR CARRYING
MARGIN STOCK (WITHIN THE MEANING OF REGULATION U ISSUED BY THE FRB), OR
EXTENDING CREDIT FOR THE PURPOSE OF PURCHASING OR CARRYING MARGIN STOCK.
NONE
OF THE PROCEEDS OF THE LOANS OR LETTER OF CREDIT ACCOMMODATIONS SHALL BE USED
DIRECTLY OR INDIRECTLY FOR THE PURPOSE OF PURCHASING OR CARRYING ANY MARGIN
STOCK, FOR THE PURPOSE OF REDUCING OR RETIRING ANY INDEBTEDNESS THAT WAS
ORIGINALLY INCURRED TO PURCHASE OR CARRY ANY MARGIN STOCK OR FOR ANY OTHER
PURPOSE THAT MIGHT CAUSE ANY OF THE LOANS OR LETTER OF CREDIT ACCOMMODATIONS TO
BE CONSIDERED A "PURPOSE CREDIT" WITHIN THE MEANING OF REGULATIONS T, U, OR X
ISSUED BY THE FRB.
(B)
NO BORROWER OR GUARANTOR, OR ANY OF THEIR SUBSIDIARIES IS OR IS REQUIRED
TO BE REGISTERED AS AN "INVESTMENT COMPANY" UNDER THE INVESTMENT COMPANY ACT OF
1940.
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8.25
BROKERS.
NO BROKER OR FINDER BROUGHT ABOUT THE OBTAINING, MAKING
OR CLOSING OF THE LOANS, AND NO BORROWER OR GUARANTOR OR AFFILIATE THEREOF HAS
ANY OBLIGATION TO ANY PERSON IN RESPECT OF ANY FINDER'S OR BROKERAGE FEES IN
CONNECTION THEREWITH.
8.26
CUSTOMER AND TRADE RELATIONS.
THERE EXISTS NO TERMINATION OR
CANCELLATION OF, OR ANY MODIFICATION OR CHANGE IN THE BUSINESS RELATIONSHIP OF
ANY BORROWER OR GUARANTOR WITH ANY CUSTOMERS OR SUPPLIERS WHICH ARE,
INDIVIDUALLY OR IN THE AGGREGATE, MATERIAL TO ITS OPERATIONS, TO THE EXTENT THAT
SUCH CANCELLATION, MODIFICATION OR CHANGE WOULD REASONABLY BE EXPECTED TO RESULT
IN A MATERIAL ADVERSE EFFECT.
8.27
CASUALTY.
NEITHER THE BUSINESSES NOR THE PROPERTIES OF ANY
BORROWER OR GUARANTOR OR