Exhibit
10.9
 
 [*]
designates portions of this document that have been omitted pursuant to a
request for confidential treatment filed separately with the Securities and
Exchange Commission.




INDENTURE
 
 dated
as of September 1, 2010
 
 by
and between
 
 MEDPRO
INVESTMENTS, LLC,
 a
Delaware limited liability company,
 as
issuer of the Notes described herein,
 
 and
 
 U.S.
BANK NATIONAL ASSOCIATION,
 as
initial trustee of the Notes described herein
  
 
 TABLE OF
CONTENTS
  PageGRANTING
      CLAUSE
              
              
              
              1HABENDUM
      CLAUSE
              
              
              
              2ARTICLE
      I  DEFINITIONS
              
              
              
              4Section
      1.1
              
              Definitions
              
              
              
              4Section
      1.2
              
              Rules
      of Construction
              
              
              
              19Section
      1.3
              
              Compliance
      Certificates and Opinions
              
              
              
              20Section
      1.4
              
              Acts
      of Noteholders.
              
              
              
              20ARTICLE
      II  THE NOTES
              
              
              
              22Section
      2.1
              
              Amount
      Not to Exceed the Initial Outstanding Principal Balance; Terms; Form;
      Execution and Delivery.
              
              
              
              22Section
      2.2
              
              Restrictive
      Legends
              
              
              
              24Section
      2.3
              
              Registrar
      and Paying Agent.
              
              
              
              27Section
      2.4
              
              Paying
      Agent to Hold Money in Trust
              
              
              
              28Section
      2.5
              
              Method
      of Payment.
              
              
              
              29Section
      2.6
              
              Minimum
      Denominations
              
              
              
              30Section
      2.7
              
              Transfer
      and Exchange; Cancellation
              
              
              
              30Section
      2.8
              
              Mutilated,
      Destroyed, Lost or Stolen Notes
              
              
              
              31Section
      2.9
              
              Payments
      of Transfer Taxes
              
              
              
              31Section
      2.10
              
              Book-Entry
      Provisions.
              
              
              
              31Section
      2.11
              
              Special
      Transfer Provisions.
              
              
              
              33Section
      2.12
              
              Temporary
      Definitive Notes
              
              
              
              37Section
      2.13
              
              Statements
      to Noteholders.
              
              
              
              37Section
      2.14
              
              CUSIP,
      CINS, ISIN and Private Placement Numbers
              
              
              
              39Section
      2.15
              
              Additional
      Issuances
              
              
              
              39ARTICLE
      III  ACCOUNTS; PRIORITY OF PAYMENTS
              
              
              
              39Section
      3.1
              
              Establishment
      of Accounts.
              
              
              
              39Section
      3.2
              
              Investments
      of Cash
              
              
              
              42Section
      3.3
              
              Closing
      Date Deposits; Withdrawals and Transfers.
              
              
              
              42Section
      3.4
              
              Capital
      Contributions; Reserve Account; Wing Reserve Account.
              
              
              
              43Section
      3.5
              
              Calculation
      Date Calculations.
              
              
              
              43Section
      3.6
              
              Payment
      Date First Step Transfers
              
              
              
              46Section
      3.7
              
              Payment
      Date Second Step Withdrawals.
              
              
              
              46ARTICLE
      IV  DEFAULT AND REMEDIES
              
              
              
              48Section
      4.1
              
              Events
      of Default
              
              
              
              48Section
      4.2
              
              Acceleration,
      Rescission and Annulment.
              
              
              
              50Section
      4.3
              
              Other
      Remedies
              
              
              
              51
  i
  Section
      4.4
              
              Limitation
      on Suits
              
              
              
              52Section
      4.5
              
              Waiver
      of Existing Defaults.
              
              
              
              53Section
      4.6
              
              Restoration
      of Rights and Remedies
              
              
              
              53Section
      4.7
              
              Remedies
      Cumulative
              
              
              
              53Section
      4.8
              
              Authority
      of Courts Not Required
              
              
              
              53Section
      4.9
              
              Rights
      of Noteholders to Receive Payment
              
              
              
              54Section
      4.10
              
              Trustee
      May File Proofs of Claim
              
              
              
              54Section
      4.11
              
              Undertaking
      for Costs
              
              
              
              54Section
      4.12
              
              Control
      by Noteholders
              
              
              
              54Section
      4.13
              
              Application
      of Proceeds
              
              
              
              54Section
      4.14
              
              Waivers
      of Rights Inhibiting Enforcement
              
              
              
              55Section
      4.15
              
              Security
      Interest Absolute
              
              
              
              55ARTICLE
      V  REPRESENTATIONS, WARRANTIES AND COVENANTS
              
              
              
              56Section
      5.1
              
              Representations
      and Warranties
              
              
              
              56Section
      5.2
              
              Covenants
              
              
              
              59Section
      5.3
              
              Reports
      and Other Deliverables by the Issuer.
              
              
              
              64ARTICLE
      VI  THE TRUSTEE
              
              
              
              64Section
      6.1
              
              Acceptance
      of Trusts and Duties
              
              
              
              65Section
      6.2
              
              Copies
      of Documents and Other Notices.
              
              
              
              65Section
      6.3
              
              Representations
      and Warranties
              
              
              
              65Section
      6.4
              
              Reliance;
      Agents; Advice of Counsel
              
              
              
              66Section
      6.5
              
              Not
      Acting in Individual Capacity
              
              
              
              68Section
      6.6
              
              Compensation
      of Trustee
              
              
              
              68Section
      6.7
              
              Notice
      of Defaults
              
              
              
              69Section
      6.8
              
              May
      Hold Notes
              
              
              
              69Section
      6.9
              
              Corporate
      Trustee Required; Eligibility
              
              
              
              69Section
      6.10
              
              Reports
      by the Trustee
              
              
              
              69Section
      6.11
              
              Calculation
      Agent
              
              
              
              69Section
      6.12
              
              Pledge
      and Security Agreement
              
              
              
              69Section
      6.13
              
              Supplemental
      Confidentiality Agreements
              
              
              
              70Section
      6.14
              
              Custody
      of the Collateral
              
              
              
              70Section
      6.15
              
              Preservation
      and Disclosure of Noteholder Lists
              
              
              
              70Section
      6.16
              
              Compliance
      with Applicable Anti-Terrorism and Anti-Money Laundering
      Regulations
              
              
              
              71Section
      6.17
              
              Jurisdiction
      of Trustee
              
              
              
              71ARTICLE
      VII  SUCCESSOR TRUSTEES
              
              
              
              71Section
      7.1
              
              Resignation
      and Removal of Trustee
              
              
              
              71Section
      7.2
              
              Appointment
      of Successor.
              
              
              
              71ARTICLE
      VIII  INDEMNITY
              
              
              
              72Section
      8.1
              
              Indemnity
              
              
              
              72Section
      8.2
              
              Noteholders’
      Indemnity
              
              
              
              73Section
      8.3
              
              Survival
              
              
              
              73
  ii
  ARTICLE
      IX  MODIFICATION
              
              
              
              73Section
      9.1
              
              Modification
      with Consent of Noteholders
              
              
              
              73Section
      9.2
              
              Modification
      Without Consent of Noteholder
              
              
              
              74Section
      9.3
              
              Execution
      of Amendments by Trustee
              
              
              
              75Section
      9.4
              
              Conformity
      with Trust Indenture Act
              
              
              
              75ARTICLE
      X  DISCHARGE OF INDENTURE
              
              
              
              75Section
      10.1
              
              Discharge
      of Indenture.
              
              
              
              75ARTICLE
      XI  MISCELLANEOUS
              
              
              
              76Section
      11.1
              
              Right
      of Trustee to Perform
              
              
              
              76Section
      11.2
              
              Waiver
              
              
              
              76Section
      11.3
              
              Severability
              
              
              
              76Section
      11.4
              
              Restrictions
      on Exercise of Certain Rights
              
              
              
              77Section
      11.5
              
              Notices
              
              
              
              77Section
      11.6
              
              Assignments
              
              
              
              78Section
      11.7
              
              Indebtedness
              
              
              
              78Section
      11.8
              
              Application
      to Court
              
              
              
              79Section
      11.9
              
              GOVERNING
      LAW
              
              
              
              79Section
      11.10
              
              Jurisdiction.
              
              
              
              79Section
      11.11
              
              Counterparts
              
              
              
              81Section
      11.12
              
              Table
      of Contents and Headings
              
              
              
              81Section
      11.13
              
              Trust
      Indenture Act
              
              
              
              81Section
      11.14
              
              Confidential
      Information of Greiner
              
              
              
              81
 
 iii
  SCHEDULES AND
EXHIBITS
  Exhibit
      A
                Exhibit
      B
                Exhibit
      C
                Exhibit
      D
                Exhibit
      E
                Exhibit
      F
                Exhibit
      G
                Exhibit
      H
                Exhibit
      I
                Exhibit
      J
                Exhibit
      K
              Form
      of Note
                Form
      of Resale Confidentiality Agreement
                Agents
      for Service of Process
                Form
      of Distribution Report
                Form
      of Certificate of Euroclear or Clearstream for Unlegended
Note
                Form
      of Certification of Beneficial Owner of Temporary Regulation S Global
      Note
                Form
      of Certification of Euroclear or Clearstream for Payments
                Form
      of Certificate of Proposed Transferor
                Form
      of Certificate of Proposed Institutional Accredited Investor
      Transferee
                Form
      of Supplemental Confidentiality Agreement
                UCC
      Financing Statements
 
 iv
 
 INDENTURE
  This
INDENTURE, dated as of September 1, 2010 (as amended, restated, supplemented or
otherwise modified from time to time in accordance with the terms hereof, this
“Indenture”),
is by and between MEDPRO INVESTMENTS, LLC, a Delaware limited liability company,
as issuer of the Notes described herein (the “Issuer”), and U.S.
Bank National Association, a national banking association, as initial trustee of
the Notes described herein (including any successor appointed in accordance with
the terms hereof, the “Trustee”).
Capitalized terms used herein are defined in Article I.
  GRANTING
CLAUSE
  NOW,
THEREFORE, THIS INDENTURE WITNESSETH, that, in consideration of the premises and
the acceptance by the Trustee of the trusts hereby created and of the purchase
and acceptance of the Notes by the Noteholders, and for other good and valuable
consideration, the receipt of which is hereby acknowledged, in order to secure
(i) the prompt payment of the principal of, and interest on, and all other
amounts due with respect to, the Notes from time to time Outstanding hereunder,
including any break funding costs and interest rate swap breakage costs, (ii)
the payment of any fees, expenses or other amounts that the Issuer is obligated
to pay under or in respect of the Notes, this Indenture or any other Transaction
Document to which the Issuer is a party, (iii) the payment and performance of
all the obligations of the Issuer in respect of any amendment, modification,
extension, renewal or refinancing of the Notes and any other Transaction
Document and (iv) the performance and observance by the Issuer of all the
agreements, covenants and provisions expressed or implied herein and in the
Notes and the other Transaction Documents for the benefit of the Trustee or the
Noteholders (collectively, the “Secured Obligations”)
and for the uses and purposes and subject to the terms and provisions hereof,
the Issuer does hereby grant, bargain, sell, assign, transfer, convey, mortgage,
pledge and confirm unto the Trustee, its successors and assigns, for the
security and benefit of the Trustee and the Noteholders from time to time of the
Notes, a first priority security interest in all right, title and interest of
the Issuer in, to and under the following described property, rights and
privileges now existing or hereafter arising (such property, rights and
privileges, including all other property, rights and privileges hereafter
specifically subjected to the lien of this Indenture or any indenture
supplemental hereto, being the “Collateral” and,
collectively, including all other property, rights and privileges hereafter
specifically subjected to the lien of this Indenture or any indenture
supplemental hereto, are included within and defined as the “Indenture Estate”),
to wit:
  (1)           the
Royalty Rights;
  (2)           the
Purchase and Sale Agreement, the Servicing Agreement and all other Transaction
Documents and other agreements to which the Issuer is a party or otherwise has
an interest of any nature, including, without limitation, those relating to the
rights of the Issuer in respect of the sale, transfer, conveyance, assignment,
contribution, grant and servicing of the Royalty Rights and related property of
every nature and all rights to recover any amount from MedPro or any other
Persons;
  1
  (3)           (A)
all Accounts established under this Indenture at any time, (B) all amounts from
time to time credited to such Accounts, (C) all cash, financial assets and other
investment property, instruments, documents, chattel paper, general intangibles,
accounts and other property from time to time credited to such Accounts or
representing investments and reinvestments of amounts credited to such Accounts
and (D) all interest, principal payments, dividends and other distributions
payable on or with respect to, and all proceeds of, (i) all property so credited
or representing such investments and reinvestments and (ii) such
Accounts;
  (4)           all
of the Issuer’s rents, issues, profits, revenues and other income of the
property subjected or required to be subjected to the lien of this
Indenture;
  (5)           all
other property and assets of the Issuer with respect to which a security
interest can be created under Article 9 of the UCC, including all inventory,
equipment, goods, deposit accounts, investment property, financial assets,
letter-of-credit rights, supporting obligations, commercial tort claims,
accounts, contract rights, general intangibles, payment intangibles and all
other cash (except (i) cash to the extent permitted to be distributed by the
Issuer to MedPro pursuant to and as permitted by Section 3.7(b) and the Pledge
and Security Agreement);
  (6)           all
rights of the Issuer (contractual and otherwise and whether constituting
accounts, commercial tort claims, general intangibles, investment property,
financial assets or other properties) constituting, arising under, connected
with or in any way related to any or all of the foregoing property;
  (7)           all
books, records, ledger cards, files, correspondence, computer programs, tapes,
disks and related data processing software (owned by the Issuer) that at any
time evidence or contain information relating to any of the foregoing property
or are otherwise necessary or helpful in the collection thereof or realization
thereupon;
  (8)           all
documents of title, policies and certificates of insurance, securities, chattel
paper and other documents or instruments evidencing or pertaining to any of the
foregoing property of the Issuer; and
  (9)           all
proceeds and products of any and all of the foregoing property, including all
Proceeds;
  BUT
SUBJECT TO all of the terms and conditions of this Indenture.
  HABENDUM
CLAUSE
  TO HAVE
AND TO HOLD all and singular the aforesaid property unto the Trustee, its
successors and assigns, in trust for the benefit and security of the Noteholders
from time to time of the Notes, and for the uses and purposes and subject to the
terms and provisions set forth in this Indenture.
  PROVIDED,
HOWEVER, that, notwithstanding any of the foregoing provisions or anything to
the contrary herein, so long as no Event of Default shall have occurred and be
continuing, the Issuer shall have the right, to the exclusion of the Trustee and
the Noteholders, to exercise in the Issuer’s name all rights and powers of the
Issuer under the Purchase and Sale Agreement and the Servicing Agreement,
SUBJECT TO all of the terms and conditions of this Indenture.
  2
  It is
expressly agreed that anything herein contained to the contrary notwithstanding,
the Issuer shall remain liable under the Transaction Documents and any other
agreements included in the Collateral to the extent set forth therein to perform
all of the obligations of the Issuer thereunder in accordance with and pursuant
to the terms and provisions thereof, and, prior to the foreclosure of the lien
of this Indenture, the Trustee and the Noteholders shall have no obligation or
liability under any thereof by reason of or arising out of the assignment
hereunder, nor shall the Trustee or the Noteholders be required or obligated in
any manner to perform or fulfill any obligations of the Issuer under or pursuant
to any Transaction Document or any other agreement included in the Collateral
or, except as herein expressly provided, to make any payment, make any inquiry
as to the nature or sufficiency of any payment received by it, present or file
any claim or take any action to collect or enforce the payment of any amounts
which may have been assigned to it or to which it may be entitled at any time or
times.
  The
Issuer does hereby constitute and appoint the Trustee the true and lawful
attorney of the Issuer, irrevocably, granted for good and valuable consideration
and coupled with an interest and with full power of substitution, and with full
power (in the name of the Issuer or otherwise), to ask, require, demand,
receive, compound and give acquittance for any and all monies and claims for
monies (in each case including insurance and requisition proceeds) due and to
become due under or arising out of any Transaction Document and all other
property which now or hereafter constitutes part of the Indenture Estate, to
endorse any checks or other instruments or orders in connection therewith and to
file any claims or take any action or institute any proceedings which the
Trustee may deem to be necessary or advisable in the premises; provided, that the
Trustee shall not exercise any such rights except upon the occurrence and during
the continuance of an Event of Default hereunder.
  The
Issuer agrees that, at any time and from time to time, upon written request of
the Trustee, the Issuer will promptly and duly execute and deliver or cause to
be duly executed and delivered any and all such further instruments and
documents as the Trustee may reasonably deem desirable in obtaining the full
benefits of the assignment granted hereunder and of the rights and powers herein
granted.
  The
Issuer does hereby (a) represent and warrant that it has not assigned or
pledged, and (b) covenant that it will not assign or pledge, so long as the
assignment hereunder shall remain in effect and has not been terminated pursuant
to Section 10.1, any of its right, title or interest in the Collateral hereby
assigned, to anyone other than the Trustee.
  It is
hereby further agreed that any and all property described or referred to in the
Granting Clause which is hereafter acquired by the Issuer shall ipso facto, and
without any other conveyance, assignment or act on the part of the Issuer or the
Trustee, become and be subject to the Security Interest herein granted as fully
and completely as though specifically described herein, but nothing contained in
this paragraph shall be deemed to modify or change the obligations of the Issuer
contained in the foregoing paragraphs.
  3
  Except
where the context clearly indicates a different meaning, all terms defined in
Article 1, 8 or 9 of the UCC, as in effect on the date of this Indenture, are
used in the Granting Clause and this Habendum Clause with the meanings therein
ascribed to them; such terms include “document”, “general intangibles”,
“instrument”, “investment property”, “proceeds” and “security interest”. In
addition, all capitalized terms used in the Granting Clause and this Habendum
Clause, including the terms “account” and “security interest”, when capitalized,
shall have the meanings specified in Section 1.1.
  The
Issuer does hereby ratify and confirm this Indenture and the other Transaction
Documents to which it is a party and, subject to the other terms of this
Indenture, does hereby agree that it will not take or omit to take any action,
the taking or omission of which might result in an alteration or impairment of
the assignment hereunder or of any of the rights created by any
thereof.
  IT IS
HEREBY COVENANTED AND AGREED by and between the parties hereto as
follows:
  ARTICLE
I
  DEFINITIONS
  Section
1.1                                Definitions.  For
purposes of this Indenture, the following terms shall have the meanings
indicated below:
  “Acceleration Default”
means any Event of Default of the type described in Section 4.1(e) or Section
4.1(f).
  “Acceleration Notice”
means a written notice given after the occurrence and continuation of an Event
of Default to the Issuer by the Trustee at the instruction of the Noteholders of
a majority of the Outstanding Principal Balance of the Notes, declaring all
Outstanding principal of and accrued and unpaid interest on the Notes to be
immediately due and payable.
  “Accounts” means the
Collection Account, the Reserve Account, the Wing Reserve Account, the Holding
Account, any Capital Account and any other account established pursuant to
Section 3.1.
  “Act” has the meaning
set forth in Section 1.4(a).
  “Additional Interest”
means, with respect to the Notes, interest accrued on the amount of any interest
in respect of such Notes that is not paid when due at the Stated Rate of
Interest of such Notes for each Interest Accrual Period until any such unpaid
interest is paid in full, compounded quarterly on each Payment Date, to the
fullest extent permitted by Applicable Law.
  “Affiliate” means,
with respect to any Person, any other Person that, directly or indirectly,
controls, is controlled by or is under common control with such Person or is a
director, officer or manager of such Person. For purposes of this definition,
“control” of a
Person means the possession, directly or indirectly, of the power (a) to vote
10% or more of the Stock (on a fully diluted basis) of such Person having
ordinary voting power for the election of directors, managing members or general
partners (as applicable) or (b) to direct or cause the direction of the
management and policies of such Person, whether through the ownership of voting
Stock, by contract or otherwise, and the terms “controlled” and
“controlling”
have meanings correlative to the foregoing.
  4
  “Agent Members” has
the meaning set forth in Section 2.10(a).
  “Applicable Law”
means, with respect to any Person, all laws, rules, regulations and orders of
Governmental Authorities applicable to such Person or any of its properties or
assets.
  “Applicants” has the
meaning set forth in Section 6.16.
  “Approved Holder List”
has the meaning set forth in the Servicing Agreement.
  “Asbaghi” means that
certain individual named Hooman Asbaghi who is a party to the Wing
Agreement.
  “Authorized Agent”
means, with respect to the Notes, any authorized Paying Agent, Calculation Agent
or Registrar for such Notes.
  “Available Collections
Amount” means, as of any Payment Date, the sum of (a) the amount on
deposit in the Collection Account as of the Calculation Date immediately
preceding such Payment Date, (b) the amount of any investment income on amounts
in the Accounts as of such Calculation Date, (c) the amount, if any, withdrawn
from the Reserve Account or the Wing Reserve Account on such Payment Date
pursuant to Section 3.4(b) or Section 3.7(a), and (d) any amounts received by
the Trustee in the Collection Account pursuant to clause (ii) of the definition
of Cumulative Net Payment Amount.
  “Beneficial Holder”
means any Person that holds a Beneficial Interest in any Global Note through an
Agent Member.
  “Beneficial Interest”
means any beneficial interest in any Global Note, whether held directly by an
Agent Member or held indirectly through an Agent Member’s beneficial interest in
such Global Note.
  “Bill of Sale” has the
meaning set forth in the Purchase and Sale Agreement.
  “Business Day” means
any day except a Saturday, Sunday or other day on which commercial banks in New
York, New York are authorized or required by law or executive order to remain
closed or a day on which the Corporate Trust Office is closed for
business.
  “Calculation Agent’
means U.S. Bank National Association and any successor appointed pursuant to
Section 6.11.
  “Calculation Date”
means, for any Payment Date, the fifth Business Day immediately preceding such
Payment Date.
  5
  “Calculation Report”
has the meaning set forth in Section 3.5(f).
  “Capital Account” has
the meaning set forth in Section 3.1(a).
  “Cash Purchase Price”
has the meaning set forth in the Purchase and Sale Agreement.
  “Clearstream” means
Clearstream Banking, a French société anonyme.
  “Closing Date” means
the date of issuance of the Notes.
  “Code” means the U.S.
Internal Revenue Code of 1986, as amended.
  “Collateral” has the
meaning set forth in the Granting Clause of this Indenture.
  “Collection Account”
has the meaning set forth in Section 3.1(a).
  “Collections” means,
without duplication, (a) Royalty Payments, (b) any investment income on amounts
on deposit in the Accounts, (c) any amount withdrawn from the Reserve Account or
the Wing Reserve Account pursuant to Section 3.4(b) or Section 3.7(a), (d) any
other amounts received by the Issuer (other than the proceeds of any Notes and
capital contributions from MedPro), and (e) any amounts received by the Trustee
in the Collection Account pursuant to clause (ii) of the definition of
Cumulative Net Payment Amount.
  “Confidential
Information” means any and all information provided by Greiner that is
Confidential Information as defined in the Manufacturing Agreement.
  “Confidential Parties”
has the meaning set forth in Section 11.13.
  “Confidentiality
Agreement” means, with respect to Noteholders or Beneficial Holders at
the Closing Date, a confidentiality agreement with the Issuer provided to the
Registrar on or prior to the Closing Date (or such date of issuance), and
otherwise means a resale confidentiality agreement with the Issuer substantially
in the form of Exhibit
B.
  “Controlled Interest
Affiliate” means, as to any Person, any other Person which directly or
indirectly, is in control of, is controlled by, or is under common control with,
such Person.  For purposes of this definition, “control” of a Person
means the power, directly or indirectly, to direct or cause the direction of the
management and policies of such Person whether by contract or
otherwise.
  “Corporate Trust
Office” means the office of the Trustee in the city at which at any
particular time its corporate trust business shall be principally administered
and, on the date hereof, shall be U.S. Bank National Association, One Federal
Street, 3rd Floor,
Boston, Massachusetts  02110, Attention:  Corporate Trust
Services (MedPro Investments.
  “Cumulative Net Payment
Amount” has the meaning set forth in Section 3.7(c).
  6
  “Default” means a
condition, event or act that, with the giving of notice or the lapse of time or
both, would constitute an Event of Default, provided, that a
failure to pay the Interest Amount on any Payment Date other than the Final
Maturity Date does not constitute a Default to the extent that the Available
Collections Amount was not sufficient to pay such Interest Payment on such
Payment Date pursuant to Section 3.7 thereof; provided, further, that a
failure to pay any such Interest Amount not so paid on any such Payment Date in
full with Additional Interest thereon by the next succeeding Payment Date shall
be an immediate Event of Default [unless such Interest Amount is less than or
equal to the aggregate amount of Incremental Interest Payments paid on all
preceding Payment Dates].
  “Default Interest”
means the sum of the Stated Rate of Interest plus 2% per annum.
  “Definitive Notes” has
the meaning set forth in Section 2.1(b).
  “Direction” has the
meaning set forth in Section 1.4(c).
  “Distribution Report”
has the meaning set forth in Section 2.13(a).
  “Dollar” or the sign
“$” means
lawful money of the United States.
  “DTC” means The
Depository Trust Company, its nominees and their respective
successors.
  “Eligibility
Requirements” has the meaning set forth in Section 2.3(b).
  “Eligible Account’
means a trust account maintained on the books and records of an Eligible
Institution in the name of the Trustee.
  “Eligible Institution”
means any bank organized under the laws of the U.S. or any state thereof or the
District of Columbia (or any domestic branch of a foreign bank), which at all
times has either (a) a long-term unsecured debt rating of at least A2 by Moody’s
and A or better by Fitch and by S&P or (b) a certificate of deposit rating
of at least P-1 by Moody’s, A-1 by S&P and F1 by Fitch.
  “Eligible Investments”
means, in each case, book-entry securities, negotiable instruments or securities
represented by instruments in bearer or registered form that
evidence:
  (a)           direct
obligations of, and obligations fully Guaranteed as to timely payment of
principal and interest by, the U.S. or any agency or instrumentality thereof the
obligations of which are backed by the full faith and credit of the U.S. (having
original maturities of no more than 365 days or such lesser time as is required
for the distribution of funds);
  (b)           demand
deposits, time deposits or certificates of deposit of the Operating Bank or of
depositary institutions or trust companies organized under the laws of the U.S.
or any state thereof or the District of Columbia (or any domestic branch of a
foreign bank) (i) having original maturities of no more than 365 days or such
lesser time as is required for the distribution of funds; provided, that, at
the time of investment or contractual commitment to invest therein, the
short-term debt rating of such depositary institution or trust company shall be
at least F1 by Fitch, P-1 by Moody’s and A-1 by S&P or (ii) having
maturities of more than 365 days and, at the time of the investment or
contractual commitment to invest therein, a rating of at least A2 by Moody’s and
A by Fitch and S&P;
  7
  (c)           corporate
or municipal debt obligations (i) having remaining maturities of no more than
365 days or such lesser time as is required for the distribution of funds and
having, at the time of the investment or contractual commitment to invest
therein, a rating of at least F1 or A by Fitch, P-1 or A2 by Moody’s and A-1 or
A by S&P or (ii) having maturities of more than 365 days and, at the time of
the investment or contractual commitment to invest therein, a rating of at least
A2 by Moody’s and A by Fitch and S&P;
  (d)           investments
in money market funds (including funds in respect of which the Trustee or any of
its Affiliates is investment manager or otherwise) having a rating of at least A
by Fitch and A2 by Moody’s; or
  (e)           notes
or bankers’ acceptances (having original maturities of no more than 365 days or
such lesser time as is required for the distribution of funds) issued by any
depositary institution or trust company referred to in clause (b)
above;
  provided, however, that no
investment shall be made in any obligations of any depositary institution or
trust company that is identified in a written notice to the Trustee from the
Issuer or Servicer as having a contractual right to set off and apply any
deposits held, and other indebtedness owing, by the Issuer to or for the credit
or the account of such depositary institution or trust company, unless such
contractual right by its terms expressly excludes all Eligible
Investments.
  “Encumbrance” means
any mortgage, pledge, lien, charge, security interest or other encumbrance,
including any conditional sale, any sale with recourse against the Issuer or any
agreement to give any security interest.
  “ERISA” means the U.S.
Employee Retirement Income Security Act of 1974, as amended.
  “Euroclear” means
Euroclear Bank S.A./N.V., as operator of the Euroclear System.
  “Event of Default” has
the meaning set forth in Section 4.1.
  “Exchange Act” means
the U.S. Securities Exchange Act of 1934, as amended.
  “Final Maturity Date”
means October 30, 2016.
  “Financial Asset” has
the meaning ascribed to it in Section 8-102(a)(9) of the UCC.
  8
  “Fitch” means Fitch
Inc., and any successor thereto or, if such corporation or its successor shall
for any reason no longer perform the functions of a securities rating agency,
“Fitch” shall
be deemed to refer to any other nationally recognized statistical rating
organization (within the meaning ascribed thereto by the Exchange Act)
designated by the Issuer.
  “GAAP” means generally
accepted accounting principles in effect in the U.S. from time to
time.
  “Global Notes” means
any Permanent Global Notes and Regulation S Global Notes.
  “Governmental
Authority” means the government of the United States, any other nation or
any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other Person
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.
  “Greiner” means
Greiner Bio-One GmbH, a company organized under the laws of
Austria.
  “Greiner Payment”
means any Visual Connections Payment paid by Greiner or Greiner’s payment of any
other obligation of MedPro under the Manufacturing Agreement.
  “Guarantee” means any
obligation, contingent or otherwise, of any Person directly or indirectly
guaranteeing any Indebtedness or other obligation of any other Person and,
without limiting the generality of the foregoing, any obligation, direct or
indirect, contingent or otherwise, of such Person (a) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness or
other obligation of such other Person or (b) entered into for purposes of
assuring in any other manner the obligee of such Indebtedness or other
obligation of the payment thereof or to protect such obligee against loss in
respect thereof (in whole or in part); provided, that the
term “Guarantee” shall not
include endorsements for collection or deposit in the ordinary course of
business. The term “Guarantee” when used
as a verb has a corresponding meaning.
  “Holder Agreement”
means the Technology Agreement dated as of April 9, 2004 between MedPro and
Visual Connections.
  “Holding Account” has
the meaning set forth in Section 3.1(a).
  “Incremental Interest
Payment” means, with respect to any Payment Date occurring on or prior to
January 30, 2016, an amount equal to the result of (x) Collections (other than
Collections described in clause (c) of the definition thereof) for the most
recently complete calendar quarter preceding such Payment Date minus
(y) the amounts required to be paid pursuant to clauses (i) through (viii)
of Section 3.7(a) on such Payment Date; provided, that, in
addition to the foregoing, the Incremental Interest Payment shall include
amounts payable by the Issuer pursuant to Section 3.7(c).
  “Incur” has the
meaning set forth in Section 5.2(d).
  9
  “Indebtedness” means,
with respect to any Person at any date of determination (without duplication),
(a) all indebtedness of such Person for borrowed money, (b) all obligations of
such Person evidenced by bonds, debentures, notes or other similar instruments,
(c) all obligations of such Person as an account party in respect of letters of
credit or other similar instruments (including reimbursement obligations with
respect thereto), (d) all the obligations of such Person to pay the deferred and
unpaid purchase price of property or services, which purchase price is due more
than 90 days after the date of purchasing such property or service or taking
delivery and title thereto or the completion of such services, and payment
deferrals arranged primarily as a method of raising funds to acquire such
property or service, (e) all obligations of such Person under a lease of (or
other agreement conveying the right to use) any property (whether real, personal
or mixed) that is required to be classified and accounted for as a capital lease
obligation under GAAP, (f) all monetary obligations of such Person with respect
to any interest rate hedge, cap, floor, swap, option or other interest rate
hedge agreement entered into after the Closing Date, (g) all Indebtedness (as
defined in clauses (a) through (f) of this definition) of other Persons secured
by a lien on any asset of such Person, whether or not such Indebtedness is
assumed by such Person, and (h) all Indebtedness (as defined in clauses (a)
through (f) of this definition) of other Persons Guaranteed by such
Person.
  “Indenture” has the
meaning set forth in the preamble hereof.
  “Indenture Estate” has
the meaning set forth in the Granting Clause of this Indenture.
  “Independent Manager”
means a Manager who is not at the time of such Person’s admission to the Issuer,
who is not and who has not been at any time during the preceding five
years:  (i) a director, manager, member, officer or employee of the
Issuer (other than in the capacity of an Independent Manager) or any Affiliate
of the Issuer; (ii) a person related to any director, manager, member, officer
or employee of the Issuer (other than in the capacity of an Independent Manager)
or any Affiliate of the Issuer; (iii) a holder (directly or indirectly) of any
voting securities of the Issuer or any Affiliate of the Issuer; (iv) a person
related to a holder (directly or indirectly) of any voting securities of the
Issuer or any Affiliate of the Issuer; (v) a purchaser, customer or any other
person who derives any of its revenues from interactions with the Issuer or any
Affiliate of the Issuer or a family member of such purchaser, customer or other
person; (vi) a trustee in bankruptcy or other insolvency proceedings for, or a
reorganization of, MedPro or any Subsidiary or Affiliate of MedPro; or
(vii) any member of the immediate family of a person described in clauses
(i) through (vi).
  “Institutional Accredited
Investor” means a Person that is an accredited investor as that term is
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities
Act.
  “Interest Accrual
Period” means the period beginning on (and including) the Closing Date
and ending on (but excluding) the first Payment Date thereafter and each
successive period beginning on (and including) a Payment Date and ending on (but
excluding) the next succeeding Payment Date; provided, however, that the
final Interest Accrual Period shall end on but exclude the Final Maturity
Date.
  10
  “Interest Amount”
means, with respect to the Notes, on any Payment Date, the amount of accrued and
unpaid interest at the Stated Rate of Interest with respect to the Notes on such
Payment Date (including any Additional Interest, if any), determined in
accordance with the terms thereof.
  “Issuer” has the
meaning set forth in the preamble of this Indenture.
  “Issuer Marketing
Payment” means, for any Payment Date, an amount equal to $[*] as
expressly set forth in Section 2.1 of the Manufacturing Agreement, provided, that if
such amount is a negative amount, then the Issuer Marketing Payment for such
Payment Date shall be zero.
  “Issuer’s Allocation”
means, as of any Payment Date, the result of 100% minus the Noteholders’
Allocation as of such Payment Date.
  “Issuer’s Holding Account
Funds” has the meaning set forth in Section 3.6.
  “Judgment Currency”
has the meaning set forth in Section 11.9(d).
  “Liquidated Damages”
means a payment required to be made by MedPro to Greiner pursuant to Section
1.4(f) of the Manufacturing Agreement, as such section may be amended,
supplemented or otherwise modified from time to time.
  “LLC Operating
Agreement” means the limited liability company operating agreement of the
Issuer, dated as of September 1, 2010.
  “Loss” means any loss,
cost, charge, expense, interest, fee, payment, demand, liability, claim, action,
proceeding, penalty, fine, damages, judgment, order or other sanction, other
than Taxes.
  “Manager” means a
member of the Board of Managers of the Issuer.
  “Manager Resolution”
means a resolution certified by a Responsible Officer of the Issuer as having
been duly adopted by the Board of Managers of the Issuer and being in full force
and effect on the date of such certification.
  “Manufacturing
Agreement” means the Medical Supply Manufacturing Agreement dated as of
July 14, 2010 between MedPro and Greiner, and any successor agreement therefor
and any other agreement replacing such agreement in whole or in
part.
  “Marketing Payment”
means a payment required to be made by MedPro to Greiner pursuant to Section 2.4
of the Manufacturing Agreement, as such section may be amended, supplemented or
otherwise modified from time to time.
  “Material Adverse
Effect” has the meaning set forth in the Purchase and Sale
Agreement.
  “MedPro” means MedPro
Safety Products, Inc., a Nevada corporation.
  11
  “MedPro Guarantee”
means that certain Continuing Unconditional Guarantee, dated as of September 1,
2010, made by MedPro in favor of the Trustee for the benefit of the holders of
the Notes.
  “Member” means a
member of the Issuer.
  “Moody’s” means
Moody’s Investors Service, Inc. and any successor thereto or, if such
corporation or its successor shall for any reason no longer perform the
functions of a securities rating agency, “Moody’s” shall be
deemed to refer to any other nationally recognized statistical rating
organization (within the meaning ascribed thereto by the Exchange Act)
designated by the Issuer.
  “Non-U.S. Person”
means a person who is not a U.S. person within the meaning of Regulation
S.
  “Noteholder” means any
Person in whose name a Note is registered from time to time in the Register for
such Note.
  “Noteholders’
Allocation” means, as of any Payment Date, a fraction, expressed as a
percentage, the numerator of which is the original principal amount of all Notes
issued by the Issuer as of such Payment Date and the denominator of which is
$30,000,000.
  “Note Purchase
Agreement” means each note purchase agreement among the Issuer, MedPro
and each initial purchaser of Notes party to such agreement.
  “Note Purchasers” has
the meaning set forth in each Note Purchase Agreement.
  “Notes” means the
MedPro Investments Senior Secured 14% Notes due 2016 of the Issuer in the
initial Outstanding Principal Balance of up to U.S. $30,000,000, substantially
in the form of Exhibit
A, whether issued on the Closing Date or thereafter in accordance with
Section 2.15.
  “Notices” has the
meaning set forth in Section 11.5.
  “Officer’s
Certificate” means a certificate signed by, with respect to the Issuer, a
Responsible Officer of the Issuer and, with respect to any other Person, any
officer, director, manager, trustee or equivalent representative of such
Person.
  “Operating Bank” means
U.S. Bank National Association or any other Eligible Institution at which the
Accounts are held, provided, that (a)
upon the resignation or removal and the replacement of the Trustee pursuant to
the terms of this Indenture, the successor trustee appointed thereunder shall be
the Operating Bank, and (b) if at any time the Operating Bank ceases to be an
Eligible Institution, a successor shall be appointed by Servicer on behalf of
the Trustee and all Accounts shall thereafter be transferred to and be
maintained at such successor in the name of the Trustee and such successor shall
thereafter be the “Operating
Bank”.
  12
  “Opinion of Counsel”
means a written opinion signed by legal counsel, who may be an employee of or
counsel to the Issuer or MedPro, that meets the requirements of Section
1.3.
  “Other Expenses” means
any fees, costs or expenses of the Issuer, including the fees, expenses and
indemnities of the Service Providers (provided that, with respect to Servicer,
such expenses shall only be reasonable out-of-pocket expenses), the fees and
out-of-pocket expenses of counsel to the Issuer incurred in connection with the
transactions contemplated by the Transaction Documents, and any payments under
indemnity obligations of the Issuer to any Person other than MedPro if any;
provided, however, that, except
as expressly provided herein, Other Expenses shall not include the Servicing
Fee, any Transaction Expenses, any Trustee Expenses, any amounts payable on the
Notes, or any other amounts ranking pari passu with or junior to interest
payable on the Notes in the priority of payments set forth under Section
3.7.
  “Outstanding” means
(a) with respect to the Notes at any time, all Notes theretofore authenticated
and delivered by the Trustee except (i) any such Notes cancelled by, or
delivered for cancellation to, the Trustee, (ii) any such Notes, or portions
thereof, for the payment of principal of and accrued and unpaid interest on
which moneys have been distributed to Noteholders by the Trustee, and (iii) any
such Notes in exchange or substitution for which other Notes, as the case may
be, have been authenticated and delivered, or which have been paid pursuant to
the terms of this Indenture (unless proof satisfactory to the Trustee is
presented that any of such Notes is held by a Person in whose hands such Note is
a legal, valid and binding obligation of the Issuer), and (b) when used with
respect to any other evidence of Indebtedness, at any time, any principal amount
thereof then unpaid and outstanding (whether or not due or
payable).
  “Outstanding Principal
Balance” means, with respect to any Note or other evidence of
Indebtedness Outstanding, the total principal amount of such Note or other
evidence of Indebtedness unpaid and Outstanding at any time, as determined in
the case of the Notes in the information to be provided to Servicer and the
Trustee by the Calculation Agent pursuant to Section 3.5(g).
  “Paying Agent” has the
meaning set forth in Section 2.3(a).
  “Payment Date” means
each January 30, April 30, July 30 and October 30, commencing on October 30,
2010; provided,
that, if any such date would otherwise fall on a day that is not a Business Day,
the Payment Date falling on such date shall be the first following day that is a
Business Day; provided; further; that if any
such following Business Day would occur in the next succeeding month, then the
Payment Date shall be the first Business Day preceding such date.
  “Permanent Global
Note” has the meaning set forth in Section 2.1(b).
  “Permanent Regulation S
Global Note” has the meaning set forth in Section 2.1(b).
  “Permitted
Encumbrance” means (a) any lien for Taxes, assessments and governmental
charges or levies not yet due and payable or which are being diligently
contested in good faith by appropriate proceedings and for which adequate
reserves in accordance with GAAP have been set aside on the books of the
relevant Person and (b) any lien created in favor of the Issuer or the
Trustee.
  13
  “Person” means any
natural person, firm, corporation, limited liability company, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization,
Governmental Authority or any other legal entity, including public
bodies.
  “Plan” means any
employee benefit plan (within the meaning of Section 3(3) of ERISA) or other
plan or arrangement, whether or not subject to ERISA, that is maintained, or to
which contributions are required to be made by the Issuer, MedPro or any ERISA
Affiliate or with respect to which the Issuer, MedPro or any ERISA Affiliate may
have any liability.
  “Pledge and Security
Agreement” means that certain pledge and security agreement, dated as of
September 1, 2010, made by MedPro to the Trustee.
  “Pledged Equity” has
the meaning set forth in the Pledge and Security Agreement.
  “Principal Documents”
means the Manufacturing Agreement, the Visual Connections Agreements and any
successor agreement for any of the foregoing and any other agreement replacing
any such agreement in whole or in part.
  “Private Placement
Legend” has the meaning set forth in Section 2.2.
  “Private Placement
Memorandum” means the private placement memorandum of the Issuer for the
Notes dated August 31, 2010.
  “Proceeds” shall have
the meaning assigned to such term under the UCC and, in any event, shall include
(a) any and all proceeds of any guarantee, insurance or indemnity payable from
time to time with respect to any of the applicable collateral, (b) any and all
payments (in any form whatsoever) made or due and payable from time to time in
connection with any requisition, confiscation, condemnation, seizure or
forfeiture of all or any part of the applicable collateral by any Governmental
Authority (or any Person acting under color of Governmental Authority) and (c)
any and all other amounts from time to time paid or payable with respect to or
in connection with any of the applicable collateral.
  “Product” has the
meaning set forth in the Purchase and Sale Agreement.
  “Purchase and Sale
Agreement” means the purchase and sale agreement dated as of September 1,
2010 between the Issuer and MedPro.
  “Purchase Price” has
the meaning set forth in the applicable Note Purchase Agreement.
  “QIB” means a
qualified institutional buyer within the meaning of Rule 144A.
  14
  “Receiver” means any
Person or Persons appointed as (and any additional Person or Persons appointed
or substituted as) administrative receiver, receiver, manager or receiver and
manager.
  “Record Date” means,
with respect to each Payment Date, the close of business on the fifteenth day
preceding such Payment Date and, with respect to the date on which any Direction
is to be given by the Noteholders, the close of business on the last Business
Day prior to the solicitation of such Direction.
  “Reference Date”
means, with respect to each Interest Accrual Period, the day that is two
Business Days prior to the Payment Date on which such Interest Accrual Period
commences; provided, however, that the
Reference Date with respect to the initial Interest Accrual Period means the
date that is two Business Days before the Closing Date.
  “Register” has the
meaning set forth in Section 2.3(a).
  “Registrar” has the
meaning set forth in Section 2.3(a).
  “Regulation S” means
Regulation S under the Securities Act.
  “Regulation S Global
Notes” has the meaning set forth in Section 2.1(b).
  “Regulation S Global Note
Exchange Date” means the date of exchange of any Temporary Regulation S
Global Note for any Permanent Regulation S Global Note, which date shall be 40
days after the Closing Date.
  “Relevant Information”
means any information provided to the Trustee or the Calculation Agent in
writing by any Service Provider retained from time to time by the Issuer
pursuant to the Transaction Documents.
  “Reserve Account” has
the meaning set forth in Section 3.1(a).
  “Reserve Account
Balance” means the amount of funds available in the Reserve
Account.
  “Reserve Cash Interest
Payment” means, with respect to any Payment Date, the amount to be
withdrawn from the Reserve Account on such Payment Date pursuant to Section 3.7
on account of a Shortfall on such Payment Date.
  “Responsible Officer”
means (a) with respect to the Trustee, any officer within the Corporate Trust
Office, including any principal, vice president, managing director, director,
manager, associate or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also, with respect to a particular matter, any other officer to whom such matter
is referred because of such officer’s knowledge and familiarity with the
particular subject, (b) with respect to the Issuer, Person designated by the
Board of Managers of the Issuer as a “Responsible Officer” for purposes of this
Indenture and the other Transaction Documents and (c) with respect to MedPro, a
president, vice president, chief executive officer, chief financial officer or a
person designated by the board of directors as a “Responsible Officer” of
MedPro, for purposes of this Indenture and the other Transaction
Documents.
  15
  “Royalty Payments” has
the meaning set forth in the Purchase and Sale Agreement.
  “Royalty Rights” has
the meaning set forth in the Purchase and Sale Agreement.
  “Rule 144A” means Rule
144A under the Securities Act.
  “S&P” means
Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
Inc., and any successor thereto or, if such division or its successor shall for
any reason no longer perform the functions of a securities rating agency,
“S&P” shall be deemed to refer to any other nationally recognized
statistical rating organization (within the meaning ascribed thereto by the
Exchange Act) designated by the Issuer.
  “Sale Price” has the
meaning set forth in Section 2.2(b) of the Purchase and Sale
Agreement.
  “SEC” means the U.S.
Securities and Exchange Commission.
  “Secured Obligations”
has the meaning set forth in the Granting Clause.
  “Secured Party” has
the meaning set forth in the Pledge and Security Agreement.
  “Securities Account”
has the meaning set forth in Section 3.1(h).
  “Securities Act” means
the U.S. Securities Act of 1933, as amended.
  “Securities
Intermediary” has the meaning set forth in Section 3.1(h).
  “Security Interest”
means the security interest granted or expressed to be granted in the Collateral
pursuant to the Granting Clause and in the Pledged Equity pursuant to the Pledge
and Security Agreement.
  “Service Providers”
means Servicer, the Trustee, the Independent Manager, the Calculation Agent, the
Paying Agent, the Registrar, the Operating Bank and any Person that becomes
Servicer, the Trustee, the Independent Manager, the Calculation Agent, the
Paying Agent, the Registrar or the Operating Bank in accordance with the terms
of the applicable agreement and, subject to the written approval of Noteholders
of a majority of the Outstanding Principal Balance of the Notes, any other
Person designated as a Service Provider by the Issuer.
  “Servicer” has the
meaning set forth in the Servicing Agreement.
  “Servicer Information”
means, with respect to any Calculation Date, the written information provided by
Servicer under Section 4.1(c)(i), (v) and (vi) of the Servicing Agreement with
respect to such Calculation Date.
  16
  “Servicer Termination
Event” has the meaning set forth in the Servicing Agreement.
  “Servicing Agreement”
means the servicing agreement between the Issuer and MedPro, dated as of
September 1, 2010.
  “Servicing Fee” has
the meaning set forth in the Servicing Agreement.
  “Shortfall” has the
meaning set forth in Section 3.5(e)(i).
  “Stated Rate of
Interest” means, with respect to the Notes for any Interest Accrual
Period, 14% per annum, plus, if (i) the Issuer or the Trustee makes a Visual
Connections Payment or a Greiner Payment, (ii) a Royalty Payment is reduced by
all or a portion of a Marketing Payment, Liquidated Damages or any other amount,
or (iii) Greiner makes a Greiner Payment, the Stated Rate of Interest shall
be increased by seventy-five hundredths of a percent (0.75%) until such time as
MedPro has reimbursed the Issuer the full amount of any such Visual Connections
Payment, Liquidated Damages, other amount or Greiner Payment, as the case may
be, and such amount has been deposited in the Collection Account for application
as a Collection and as an Available Collection Amount in accordance with Section
3.7.
  “Stock” means all
shares of capital stock, all beneficial interests in trusts, all membership
interests in limited liability companies, all ordinary shares and preferred
shares and any options, warrants and other rights to acquire such shares or
interests.
  “Subsidiary” means, as
to any Person, another Person of which shares of Stock having ordinary voting
power (other than Stock having such power only by reason of the happening of a
contingency) to elect a majority of the board of directors or other managers of
such other Person are at the time owned, or the management of which is otherwise
controlled, directly or indirectly through one or more intermediaries, or both,
by such Person.
  “Supplemental Confidentiality
Agreement” means a confidentiality agreement provided to the Registrar
substantially in the form of Exhibit
J.
  “Taxes” means any and
all taxes, fees, levies, duties, tariffs, imposts and other charges of any kind
(together with any and all interest, penalties, loss, damage, liability,
expense, additions to tax and additional amounts or costs incurred or imposed
with respect thereto) imposed or otherwise assessed by the U.S. or by any state,
local or foreign government (or any subdivision or agency thereof) or other
taxing authority, including taxes or other charges on or with respect to income,
franchises, windfall or other profits, gross receipts, property, sales, use,
capital stock, payroll, employment, social security, workers’ compensation,
unemployment compensation or net worth and similar charges and taxes or other
charges in the nature of excise, withholding, ad valorem, stamp, transfer, value
added, taxes on goods and services, gains taxes, license, registration and
documentation fees, customs duties, tariffs and similar charges.
  “Temporary Regulation S
Global Note” has the meaning set forth in Section 2.1(b).
  “Transaction
Documents” means this Indenture, the Notes, the Purchase and Sale
Agreement, the Bill of Sale, the Servicing Agreement, the MedPro
Guarantee,  the Pledge and Security Agreement, the Note Purchase
Agreements and all documents and agreements entered into and/or delivered in
connection with the forgoing.
  17
  “Transaction Expenses”
means the out-of-pocket expenses payable by the Issuer in connection with the
issuance of the Notes (including any Notes issued after the date of issuance of
the initial Notes), including placement fees, any initial fees payable to
Service Providers and the fees and expenses of Blank Rome LLP and the
Noteholders in connection with the offering and issuance of the Notes, specified
for payment by the Issuer pursuant to Section 3.3(a).
  “Trust Indenture Act’
means the U.S. Trust Indenture Act of 1939, as amended.
  “Trustee” has the
meaning set forth in the preamble of this Indenture.
  “Trustee Expenses”
means any fees, costs, expenses and indemnities payable to the Trustee, the
Registrar, the Paying Agent, the Calculation Agent and the Operating Bank and
the fees and out-of-pocket expenses of counsel to any of the foregoing, in each
case, incurred in connection with the transactions contemplated by the
Transaction Documents.
  “UCC” means the
Uniform Commercial Code as in effect from time to time in the State of New York;
provided, that,
if, with respect to any financing statement or by reason of any provisions of
law, the perfection or the effect of perfection or non-perfection of the liens
granted to the Trustee pursuant to the applicable Transaction Document is
governed by the Uniform Commercial Code as in effect in a jurisdiction of the
United States other than the State of New York, then “UCC” means the
Uniform Commercial Code as in effect from time to time in such other
jurisdiction for purposes of the provisions of each Transaction Document and any
financing statement relating to such perfection or effect of perfection or
non-perfection.
  “U.S.” means the
United States of America.
  “U.S. Treasury” means
the U.S. Department of the Treasury.
  “Visual Connections”
means Visual Connections, Inc.
  “Visual Connections
Payment” means amounts paid by the Issuer or the Trustee to Visual
Connections, Asbaghi or any successor of either thereof on behalf of MedPro with
respect to MedPro’s obligation to make a royalty payment under the Visual
Connections Agreements; provided, that, any such Visual
Connections Payment shall be reduced by all offsets, counterclaims and
reductions of every nature that may be made by MedPro, including under any
provision of any Visual Connections Agreement.
  “Wing Agreement” means
the Technology Acquisition Agreement dated as of June 16, 2008 among MedPro,
Visual Connections and Asbaghi.
  “Wing Reserve Account”
has the meaning set forth in Section 3.1(a).
  “Wing Reserve Account
Balance” means the amount of funds available in the Wing Reserve
Account.
  18
  “Wing Reserve Payment”
means, with respect to any Payment Date, the amount to be withdrawn from the
Wing Reserve Account on such Payment Date pursuant to Section 3.7.
  Section
1.2                                Rules of Construction.  Unless
the context otherwise requires:
  (a)           A
term has the meaning assigned to it and an accounting term not otherwise defined
has the meaning assigned to it in accordance with GAAP.
  (b)           The
terms “herein”, “hereof” and other words of similar import refer to this
Indenture as a whole and not to any particular Article, Section or other
subdivision.
  (c)           Unless
otherwise indicated in context, all references to Articles, Sections or Exhibits
refer to an Article or Section of, or an Exhibit to, this
Indenture.
  (d)           Words
of the masculine, feminine or neuter gender shall mean and include the
correlative words of other genders, and words in the singular shall include the
plural, and vice versa.
  (e)           The
terms “include”, “including” and similar terms shall be construed as if followed
by the phrase “without limitation”.
  (f)           References
in this Indenture to an agreement or other document (including this Indenture)
include references to such agreement or document as amended, restated,
supplemented or otherwise modified in accordance with the provisions of this
Indenture, and the provisions of this Indenture apply to successive events and
transactions.
  (g)           
References in this Indenture to any statute or other legislative provision shall
include any statutory or legislative modification or re-enactment thereof, or
any substitution therefor.
  (h)           References
in this Indenture to the Notes include the terms and conditions in this
Indenture applicable to the Notes, and any reference to any amount of money due
or payable by reference to the Notes shall include any sum covenanted to be paid
by the Issuer under this Indenture in respect of the Notes.
  (i)           References
in this Indenture to any action, remedy or method of judicial proceeding for the
enforcement of the rights of creditors or of security shall be deemed to
include, in respect of any jurisdiction other than the State of New York,
references to such action, remedy or method of judicial proceeding for the
enforcement of the rights of creditors or of security available or appropriate
in such jurisdiction as shall most nearly approximate such action, remedy or
method of judicial proceeding described or referred to in this
Indenture.
  (j)           Where
any payment is to be made, any funds are to be applied or any calculation is to
be made hereunder on a day which is not a Business Day, unless any Transaction
Document otherwise provides, such payment shall be made, such funds shall be
applied and such calculation shall be made on the next succeeding Business Day,
and payments shall be adjusted accordingly, including interest unless otherwise
specified; provided, however, that no
interest shall accrue in respect of any payments made on that next succeeding
Business Day.
  19
  Section
1.3                                Compliance Certificates and
Opinions.  Upon any application or request by the Issuer to the
Trustee to take any action under any provision of this Indenture, the Issuer
shall furnish to the Trustee an Officer’s Certificate stating that, in the
opinion of the signers thereof in their capacity as such, all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with, and an Opinion of Counsel stating that, in the
opinion of such counsel, all such conditions precedent, if any, have been
complied with, except that, in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision
of this Indenture relating to such particular application or request, no
additional certificate or opinion need be furnished.
  Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture (other than a certificate provided pursuant to
Section 5.3) or any indenture supplemental hereto shall include:
  (a)           a
statement that each individual signing such certificate or opinion has read such
covenant or condition and the definitions in this Indenture relating
thereto;
  (b)           a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based;
  (c)           a
statement that, in the opinion of each such individual in his or her capacity as
such, he or she has made such examination or investigation as is necessary to
enable him or her to express an informed opinion as to whether or not such
covenant or condition has been complied with; and
  (d)           a
statement as to whether, in the opinion of each such individual, such condition
or covenant has been complied with.
  Section
1.4                                Acts of
Noteholders.
  (a)           Any
direction, consent, waiver or other action provided by this Indenture in respect
of the Notes to be given or taken by Noteholders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Noteholders in person or by an agent or proxy duly appointed in writing,
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee or to
the Issuer. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the “Act” of the
Noteholders signing such instrument or instruments. Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient
for any purpose under this Indenture and conclusive in favor of the Trustee or
the Issuer, if made in the manner provided in this Section 1.4(a).
  20
  (b)           The
fact and date of the execution by any Person of any such instrument or writing
may be proved by the certificate of any notary public or other officer of any
jurisdiction authorized to take acknowledgments of deeds or administer oaths
that the Person executing such instrument acknowledged to him or her the
execution thereof, or by an affidavit of a witness to such execution sworn to
before any such notary or such other officer and, where such execution is by an
officer of a corporation or association, trustee of a trust or member of a
partnership, on behalf of such corporation, association, trust or partnership,
such certificate or affidavit shall also constitute sufficient proof of his or
her authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other reasonable manner that the Trustee deems sufficient.
  (c)           In
determining whether the Noteholders have given any direction, consent, request,
demand, authorization, notice, waiver or other Act (a “Direction”) under
this Indenture, Notes owned by the Issuer, MedPro or any Affiliate of any such
Person shall be disregarded and deemed not to be Outstanding for purposes of any
such determination. In determining whether the Trustee shall be protected in
relying upon any such Direction, only Notes that a Responsible Officer of the
Trustee actually knows to be so owned shall be so disregarded. Notwithstanding
the foregoing, (i) if any such Person owns 100% of the Notes Outstanding, such
Notes shall not be so disregarded as aforesaid, and (ii) if any amount of Notes
so owned by any such Person have been pledged in good faith, such Notes shall
not be disregarded as aforesaid if the pledgee establishes to the satisfaction
of the Trustee the pledgee’s right so to act with respect to such Notes and that
the pledgee is not the Issuer, MedPro or an Affiliate of any such
Person.
  (d)           The
Issuer may, at its option, by delivery of Officer’s Certificate(s) to the
Trustee, set a record date other than the Record Date to determine the
Noteholders in respect of the Notes entitled to give any Direction in respect of
such Notes, and the Trustee may do so when acting in accordance with Section
6.2. Such record date shall be the record date specified in such Officer’s
Certificate or set by the Trustee when acting in accordance with Section 6.2,
which shall be a date not more than 30 days prior to the first solicitation of
Noteholders in connection therewith. If such a record date is fixed, such
Direction may be given before or after such record date, but only the
Noteholders at the close of business on such record date shall be deemed to be
Noteholders for the purposes of determining whether Noteholders of the requisite
proportion of Outstanding Notes have authorized, agreed or consented to such
Direction, and for that purpose the Outstanding Notes shall be computed as of
such record date; provided, that no
such Direction by the Noteholders on such record date shall be deemed effective
unless it shall become effective pursuant to the provisions of this Indenture
not later than one year after the record date.
  (e)           Any
Direction or other action by the Noteholder of any Note shall bind the
Noteholder of every Note issued upon the transfer thereof, in exchange therefor
or in lieu thereof, whether or not notation of such action is made upon such
Note, and any Direction or other action by the Beneficial Holder of any
Beneficial Interest in any Note shall bind any transferee of such Beneficial
Interest.
  21
  ARTICLE
II
  THE
NOTES
  Section
2.1                                Amount Not to Exceed the
Initial Outstanding Principal Balance; Terms; Form; Execution and
Delivery.
  (a)           The
Outstanding Principal Balance of Notes which may be authenticated and delivered
from time to time under this Indenture shall not exceed, with respect to the
Notes, the initial Outstanding Principal Balance for the Notes set forth in the
definition thereof plus the aggregate amount of Additional Interest that has
been added to the principal balance of the Notes in accordance with this
Indenture.
  (b)           There
shall be issued, authenticated and delivered on the Closing Date and to each of
the Noteholders Notes in the principal amounts and maturities and bearing the
interest rates, in each case in registered form and, in the case of the Notes,
substantially in the form set forth in Exhibit A, with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture, and may have such letters, numbers or
other marks of identification and such legends or endorsements typewritten,
printed, lithographed or engraved thereon, as may, consistently herewith, be
prescribed by the Trustee. The Trustee shall authenticate Notes and make Notes
available for delivery only upon the written order of the Issuer signed by a
Responsible Officer of the Issuer. Such order shall specify the aggregate
principal amount of Notes to be authenticated, the date of issue, whether they
are to be issued as Global Notes or Definitive Notes and delivery
instructions.
  Definitive
Notes shall be typewritten, printed, lithographed or engraved or produced by any
combination of these methods, as determined by the Trustee.
  Any Notes
offered and sold in reliance on Rule 144A or to Institutional Accredited
Investors shall be issued initially in the form of one or more permanent global
Notes in registered form, substantially in the form set forth in the applicable
Exhibit to this Indenture or in any indenture supplemental hereto (each, a
“Permanent Global
Note”), registered in the name of the nominee of DTC, deposited with the
Trustee, as custodian for DTC, duly executed by the Issuer and authenticated by
the Trustee as hereinafter provided. The aggregate principal amount of each
Permanent Global Note may from time to time be increased or decreased by
adjustments made on the books and records of the Registrar, as hereinafter
provided.
  Any Notes
offered and sold to institutions in offshore transactions in reliance on
Regulation S shall be issued initially in the form of one or more temporary
global Notes in registered form substantially in the form set forth in the
applicable Exhibit to this Indenture or in any indenture supplemental hereto
(each, a “Temporary
Regulation S Global Note”), registered in the name of the nominee of DTC,
deposited with the Trustee, as custodian for DTC, duly executed by the Issuer
and authenticated by the Trustee as hereinafter provided. At any time following
the applicable Regulation S Global Note Exchange Date, upon receipt by the
Trustee and the Issuer of a certificate substantially in the form of Exhibit E, executed
by Euroclear or Clearstream, as the case may be, together with copies of
certificates from Euroclear or Clearstream, as the case may be, certifying that
it has received certification of non-U.S. beneficial ownership of a Temporary
Regulation S Global Note (or portion thereof) with respect to any Notes to be
exchanged, one or more permanent Global Notes for such Notes in registered form
substantially in the form set forth in the applicable Exhibit to this Indenture
or in any indenture supplemental hereto (each, a “Permanent Regulation S
Global Note” and, together with each Temporary Regulation S Global Note,
the “Regulation S
Global Notes”) duly executed by the Issuer and authenticated by the
Trustee as hereinafter provided shall be deposited with the Trustee, as
custodian for DTC, and the Registrar shall reflect on its books and records the
date and a decrease in the principal amount of the Temporary Regulation S Global
Note in an amount equal to the principal amount of such Temporary Regulation S
Global Note exchanged. Until the Regulation S Global Note Exchange Date with
respect to any Temporary Regulation S Global Note, Beneficial Interests in such
Temporary Regulation S Global Note may be held only through Agent Members acting
for and on behalf of Euroclear and Clearstream. A Permanent Regulation S Global
Note shall not bear the Private Placement Legend.
  22
  Notes, if
so provided herein or in any indenture supplemental hereto, shall be issued in
the form of permanent certificated Notes in registered form in substantially the
form set forth in the applicable Exhibit to this Indenture (collectively with
any definitive, fully registered Notes issued pursuant to Section 2.10(b), the
“Definitive
Notes”).
  (c)           Interest
at the Stated Rate of Interest or, after the occurrence and during the
continuance of a Default or an Event of Default at the Default Rate shall accrue
on the Notes from the Closing Date and shall be computed for each Interest
Accrual Period on the basis of a 360-day year consisting of twelve 30-day months
on the Outstanding Principal Balance of such Notes.  If any interest
payment is not made when due on a Payment Date, the unpaid portion of such
interest payment will accrue interest at the rate then applicable to the Notes;
compounded quarterly, until paid in full.
  (d)           The
Notes shall be executed on behalf of the Issuer by the manual or facsimile
signature of the Manager.
  (e)           Each
Note bearing the manual or facsimile signature of any individual who was at the
time such Note was executed the Manager shall bind the Issuer, notwithstanding
that any such individual has ceased to hold such office prior to the
authentication and delivery of such Notes or any payment thereon.
  (f)           At
any time and from time to time after the execution of any Notes, the Issuer may
deliver such Notes to the Trustee for authentication and, subject to the
provisions of Section 2.1(g), the Trustee shall authenticate such Notes by
manual signature upon receipt by it of a written order of the Issuer. The Notes
shall be authenticated on behalf of the Trustee by any Responsible Officer of
the Trustee.
  (g)           No
Note shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose, unless it shall have been executed on behalf of the
Issuer as provided in Section 2.1(d) and authenticated by or on behalf of the
Trustee as provided in Section 2.1(f). Such signatures shall be conclusive
evidence that such Note has been duly executed and authenticated under this
Indenture. Each Note shall be dated the date of its authentication.
  23
  (h)           Without
the consent of Noteholders of 100% of the Outstanding Principal Balance of the
Notes, the Issuer shall not be permitted to optionally redeem, repurchase,
defease, acquire, retire, refinance or otherwise pay or repay the Notes prior to
the Final Maturity Date.
  Section
2.2                                Restrictive
Legends.  Except as otherwise provided in this Indenture, each
Permanent Global Note, each Temporary Regulation S Global Note and each
Definitive Note issued in reliance on Section 4(2) of the Securities Act (and
all Notes issued in exchange therefor or upon registration of transfer or
substitution thereof) shall bear the following legend on the face thereof (the
“Private Placement
Legend”):
  THIS NOTE
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), THE SECURITIES LAWS OF ANY STATE OR THE SECURITIES LAWS OF
ANY OTHER JURISDICTION, NOR IS SUCH REGISTRATION CONTEMPLATED. NEITHER THIS NOTE
NOR ANY INTEREST HEREIN MAY BE ASSIGNED,  TRANSFERRED, PLEDGED,
ENCUMBERED, SOLD OR OFFERED FOR SALE OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
SUCH REGISTRATION UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH
REGISTRATION THEREUNDER AND ANY OTHER APPLICABLE SECURITIES LAW REGISTRATION
REQUIREMENTS. EACH PERSON WHO ACQUIRES OR ACCEPTS THIS NOTE OR AN INTEREST
HEREIN BY SUCH ACQUISITION OR ACCEPTANCE (1) REPRESENTS THAT (A) IT IS A
QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)
AND IS PURCHASING THIS NOTE IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A UNDER THE SECURITIES ACT, (B) IT IS AN INSTITUTIONAL ACCREDITED INVESTOR
WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER
THE SECURITIES ACT (AN “INSTITUTIONAL ACCREDITED INVESTOR”), HAS SUFFICIENT
KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS TO BE CAPABLE OF
EVALUATING THE MERITS AND RISKS OF THE PURCHASE OF THIS NOTE AND IS ABLE AND
PREPARED TO BEAR THE ECONOMIC RISK OF INVESTING IN AND HOLDING THIS NOTE OR (C)
IT IS AN INSTITUTION THAT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN
OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 903 OR 904 OF REGULATION S UNDER
THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT PRIOR TO (X) THE DATE THAT THE
NOTE MAY BE FREELY TRADEABLE PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OR
ANY SUCCESSOR PROVISION THEREUNDER WITHOUT REGARD TO MANNER OF SALE OR VOLUME
LIMITATIONS (OR ANY PREDECESSOR OF THIS NOTE) OR REGULATION S AND (Y) SUCH LATER
DATE, IF ANY,  AS MAY BE REQUIRED BY APPLICABLE LAW (THE “RESALE
RESTRICTION TERMINATION DATE”) OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE OR AN
INTEREST HEREIN, EXCEPT (A) TO THE ISSUER OR A SUBSIDIARY THEREOF, (B) FOR SO
LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, (C) TO AN INSTITUTIONAL
ACCREDITED INVESTOR THAT IS PURCHASING THIS NOTE OR AN INTEREST HEREIN, AS THE
CASE MAY BE, FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
ACCREDITED INVESTOR FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER
OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT,
(D) TO AN INSTITUTION OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
COMPLIANCE WITH RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT (IF
AVAILABLE), (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH
PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED, THAT THE ISSUER AND THE
TRUSTEE SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT
TO CLAUSE (2)(C), (D) OR (E) OF THIS PARAGRAPH TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH
OF THEM TO THE EFFECT THAT THE RELEVANT FOREGOING CONDITIONS ARE MET. THIS
LEGEND WILL BE REMOVED UPON THE REQUEST OF THE NOTEHOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION”,
“UNITED STATES” AND “U.S. PERSON” HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM BY
REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE REFERRED TO HEREINAFTER
CONTAINS A PROVISION REQUIRING THE REGISTRAR APPOINTED THEREUNDER TO REFUSE TO
REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING
RESTRICTIONS.
  24
  Each Note
shall also bear the following legend on the face thereof:
  BY ITS
PURCHASE AND ACCEPTANCE OF THIS NOTE, EACH PURCHASER WILL BE DEEMED TO HAVE
REPRESENTED AND WARRANTED THAT EITHER (I) NO PLAN ASSETS HAVE BEEN USED TO
PURCHASE THIS NOTE OR (II) TO THE EXTENT THAT PLAN ASSETS ARE USED TO PURCHASE
THIS NOTE (W) ONE OR MORE PROHIBITED TRANSACTION STATUTORY OR ADMINISTRATIVE
EXEMPTIONS APPLIES SUCH THAT THE USE OF SUCH PLAN ASSETS TO PURCHASE AND HOLD
THIS NOTE WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION, (X) SUCH
ASSETS ARE NOT  CONSIDERED PLAN ASSETS, (Y) SUCH ASSETS ARE ASSETS OF
A GOVERNMENTAL PLAN OR ANOTHER PLAN THAT IS EXEMPT FROM THE COVERAGE OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR (Z)
SUCH ASSETS ARE ASSETS OF ONE OR MORE EMPLOYEE BENEFIT PLANS, EACH OF WHICH HAS
BEEN IDENTIFIED TO THE ISSUER AND MEDPRO SAFETY PRODUCTS, INC. (“MEDPRO”) IN
WRITING. “PLAN” MEANS ANY “EMPLOYEE BENEFIT PLAN” WITHIN THE MEANING OF SECTION
3(3) OF ERISA OR ANY “PLAN” SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED.  “PLAN ASSET” IS USED AS DEFINED IN SECTION 3(42)
OF ERISA AND THE REGULATIONS PROMULGATED UNDER ERISA.
  25
  THIS NOTE
MAY NOT BE RESOLD OR TRANSFERRED EXCEPT AS SET FORTH IN THE INDENTURE REFERRED
TO HEREINAFTER, AND, IN ADDITION, EACH PERSON WHO ACQUIRES OR ACCEPTS THIS NOTE
OR AN INTEREST HEREIN BY SUCH ACQUISITION OR ACCEPTANCE AGREES THAT IT SHALL
CAUSE ANY PROPOSED TRANSFEREE TO EXECUTE A RESALE CONFIDENTIALITY AGREEMENT IN
THE FORM ATTACHED AS EXHIBIT B TO SUCH INDENTURE AND DELIVER SUCH RESALE
CONFIDENTIALITY AGREEMENT TO THE REGISTRAR (AS DEFINED IN SUCH INDENTURE) AND
FURTHER AGREES TO OTHERWISE COMPLY WITH THE TRANSFER RESTRICTIONS SET FORTH IN
SUCH INDENTURE, INCLUDING SECTION 2.11 THEREOF.
  THIS NOTE
MAY NOT BE SOLD OR TRANSFERRED TO ANY PERSON THAT IS ENGAGED IN THE BUSINESS OF
DEVELOPING, MANUFACTURING OR MARKETING BIOTECHNOLOGY, DIAGNOSTICS,
PHARMACEUTICAL, MEDICINE, AND IN VITRO DIAGNOSTICS PRODUCTS OR TO A CONTROLLED
INTEREST AFFILIATE (AS DEFINED IN THE INDENTURE REFERRED TO HEREINAFTER) OF ANY
SUCH PERSON ENGAGED IN ANY SUCH BUSINESS.
  Each
Global Note shall also bear the following legend on the face
thereof:
  UNLESS
THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
  26
  TRANSFERS
OF THIS NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE
AND TRANSFERS OF PORTIONS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS MADE IN
ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.11 OF THE INDENTURE
REFERRED TO HEREINAFTER.
  Each
Temporary Regulation S Global Note shall also bear the following legend on the
face thereof:
  THIS NOTE
IS A TEMPORARY REGULATION S GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
REFERRED TO HEREINAFTER AND IS SUBJECT TO RESTRICTIONS ON THE TRANSFER AND
EXCHANGE THEREOF AND ON THE PAYMENT OF INTEREST THEREON AS SPECIFIED IN THE
INDENTURE REFERRED TO HEREINAFTER.
  Section
2.3                                Registrar and Paying
Agent.
  (a)           There
shall at all times be maintained an office or agency in the location set forth
in Section 11.5 where the Notes may be presented or surrendered for registration
of transfer or for exchange (including any additional registrar, each, a “Registrar”) and for
payment thereof (including any additional paying agent, each, a “Paying Agent”) and
where notices and demands to or upon the Issuer in respect of such Notes may be
served. The Trustee shall be the initial Paying Agent and Registrar, and the
Issuer shall not be permitted to act as a Paying Agent or a Registrar. The
Issuer shall cause each Registrar, acting for this purpose on the Issuer’s
behalf, to keep a register of the Notes for which it is acting as Registrar, of
any payment of principal or stated interest on the Notes, and of their transfer
and exchange (the “Register”). Written
notice of the location of each such other office or agency and of any change of
location thereof shall be given by the Trustee to the Issuer and the
Noteholders. In the event that no such office or agency shall be maintained or
no such notice of location or of change of location shall be given,
presentations and demands may be made and notices may be served at the Corporate
Trust Office.
  (b)           Each
Authorized Agent in the location set forth in Section 11.5 shall be a bank,
trust company or corporation organized and doing business under the laws of the
U.S., any state or territory thereof or of the District of Columbia, with a
combined capital and surplus of at least U.S. $75,000,000 or having a combined
capital and surplus in excess of U.S. $5,000,000 and the obligations of which,
whether now in existence or hereafter incurred, are fully and unconditionally
Guaranteed by a bank, trust company or corporation organized and doing business
under the laws of the U.S., any state or territory thereof or of the District of
Columbia and having a combined capital and surplus of at least U.S. $75,000,000
and shall be authorized under the laws of the U.S., any state or territory
thereof or the District of Columbia to exercise corporate trust powers, subject
to supervision by Federal or state authorities (such requirements, the “Eligibility
Requirements”). Each Registrar other than the Trustee shall furnish to
the Trustee, at least five Business Days prior to each Payment Date, and at such
other times as the Trustee may request in writing, a copy of the Register
maintained by such Registrar.
  27
  (c)           Any
Person into which any Authorized Agent may be merged or converted or with which
it may be consolidated, or any Person resulting from any merger, consolidation
or conversion to which any Authorized Agent shall be a party, or any Person
succeeding to all or substantially all of the corporate trust business of any
Authorized Agent (including the administration of the fiduciary relationship
contemplated by this Indenture), shall be the successor of such Authorized Agent
hereunder, if such successor corporation is otherwise eligible under this
Section 2.3, without the execution or filing of any paper or any further act on
the part of the parties hereto or such Authorized Agent or such successor
Person.
  (d)           Any
Authorized Agent may at any time resign by giving written notice of resignation
to the Trustee and the Issuer. The Issuer may, and at the request of the Trustee
shall, at any time terminate the agency of any Authorized Agent by giving
written notice of termination to such Authorized Agent and to the Trustee. Upon
the resignation or termination of an Authorized Agent or if at any time any such
Authorized Agent shall cease to be eligible under this Section 2.3 (when, in
either case, no other Authorized Agent performing the functions of such
Authorized Agent shall have been appointed by the Trustee), the Issuer shall
promptly appoint one or more qualified successor Authorized Agents, reasonably
satisfactory to the Trustee, to perform the functions of the Authorized Agent
that has resigned or whose agency has been terminated or who shall have ceased
to be eligible under this Section 2.3. The Issuer shall give written notice of
any such appointment made by it to the Trustee, and in each case the Trustee
shall mail notice of such appointment to all Noteholders as their names and
addresses appear on the Register.
  (e)           The
Issuer agrees to pay, or cause to be paid, from time to time to each Authorized
Agent reasonable compensation for its services and to reimburse it for its
reasonable expenses to be agreed to pursuant to separate agreements with each
such Authorized Agent.
  Section
2.4                                Paying Agent to Hold Money
in Trust.  The Trustee shall require each Paying Agent other
than the Trustee to agree in writing that all moneys deposited with any Paying
Agent for the purpose of any payment on the Notes shall be deposited and held in
trust for the benefit of the Noteholders entitled to such payment, subject to
the provisions of this Section 2.4. Moneys so deposited and held in trust shall
constitute a separate trust fund for the benefit of the Noteholders with respect
to which such money was deposited.
  The
Trustee may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, direct any Paying Agent to
pay to the Trustee all sums held in trust by such Paying Agent, and, upon such
payment by any Paying Agent to the Trustee, such Paying Agent shall be released
from all further liability with respect to such money.
  28
  Section
2.5                                Method of
Payment.
  (a)           On
each Payment Date, the Trustee shall, or shall instruct a Paying Agent to, pay,
to the extent of the Available Collections Amount for such Payment Date and any
funds withdrawn from the Capital Account, the Reserve Account or the Wing
Reserve Account by the Trustee pursuant to Section 3.7(a), to the Noteholders
all interest and principal on each Note in the amounts determined by the
Calculation Agent pursuant to Section 3.5; provided, that
payment on a Temporary Regulation S Global Note shall be made to the Noteholder
thereof only in conformity with Section 2.5(c). Each payment on any Payment Date
other than the final payment with respect to the Notes shall be made by the
Trustee or Paying Agent to the Noteholders as of the Record Date for such
Payment Date. The final payment with respect to the Notes, however, shall be
made only upon presentation and surrender of such Note by the Noteholder or its
agent at the Corporate Trust Office or agency of the Trustee or Paying
Agent.
  (b)           At
such time, if any, as the Notes are issued in the form of Definitive Notes,
payments on a Payment Date shall be made by check mailed to each Noteholder of a
Definitive Note on the applicable Record Date at its address appearing on the
Register maintained with respect to the Notes. Alternatively, upon application
in writing to the Trustee, not later than the applicable Record Date, by a
Noteholder, any such payments shall be made by wire transfer to an account
designated by such Noteholder at a financial institution in New York, New York;
provided, that
the final payment for the Notes shall be made only upon presentation and
surrender of the Definitive Notes by the Noteholder or its agent at the
Corporate Trust Office or agency of the Trustee or Paying Agent. Payments in
respect of the Notes represented by a Global Note (including principal and
interest) shall be made by wire transfer of immediately available funds to the
account specified by DTC.
  (c)           The
beneficial owner of a Temporary Regulation S Global Note may arrange to receive
payments through Euroclear or Clearstream on such Temporary Regulation S Global
Note only after delivery by such beneficial owner to Euroclear or Clearstream,
as the case may be, of a written certification substantially in the form of
Exhibit F and
upon delivery by Euroclear or Clearstream, as the case may be, to the Paying
Agent of a certification or certifications substantially in the form of Exhibit G. No
interest shall be paid to any beneficial owner and no interest shall be paid to
Euroclear or Clearstream on such beneficial owner’s interest in a Temporary
Regulation S Global Note unless Euroclear or Clearstream, as the case may be,
has provided such a certification to the Paying Agent with respect to such
interest.
  (d)           If
the Interest Amount due on the Notes is not paid in full on any Payment Date,
notwithstanding anything to the contrary in this Indenture, the Trustee, at the
written direction of the Issuer and upon no less than 10 days prior written
notice to the Noteholders, shall pay such Interest Amount (or portion thereof),
together with Additional Interest on any portion of the Interest Amount not paid
on the immediately preceding Payment Date, to the Noteholders out of available
funds in the Collection Account at any time after such immediately preceding
Payment Date but prior to the immediately succeeding Payment Date; provided, that all
Trustee Expenses, the Visual Connections Payments, if any, the Greiner Payments,
if any, Other Expenses (subject to the limitation set forth in Section
3.7(a)(iii)) and the Servicing Fee, in each case,  with respect to
such preceding Payment Date contemplated by Section 3.7(a)(i), Section
3.7(a)(ii), Section 3.7(a)(iii) and Section 3.7(a)(iv), respectively, shall have
been paid. Any such payment shall be made to the Noteholders as of the Record
Date for the immediately preceding Payment Date.
  29
  Section
2.6                                Minimum
Denominations.  The Notes shall be issued in minimum
denominations of U.S. $250,000 and integral multiples of U.S. $1,000 in excess
thereof.
  Section
2.7                                Transfer and Exchange;
Cancellation.  The Notes are issuable only in registered form.
A Noteholder or a Beneficial Holder may transfer a Note or a Beneficial Interest
therein only by written application to the Registrar stating the name of the
proposed transferee and otherwise complying with the terms of this Indenture,
including the requirement for the execution and delivery of a Confidentiality
Agreement by such proposed transferee to the Registrar relating to such transfer
as set forth in Section 2.11(j). No such transfer shall be effected until, and
such proposed transferee shall succeed to the rights of a Noteholder or a
Beneficial Holder only upon, final acceptance and registration of the transfer
by the Registrar and confirmation by the Registrar pursuant to Section 2.11(j)
that such Noteholder or such Beneficial Holder has executed and delivered an
appropriate Confidentiality Agreement to the Registrar.
  Prior to
the due presentment for registration of transfer of a Note and satisfaction of
the requirements specified in the last sentence of the preceding paragraph, the
Issuer and the Trustee may deem and treat the applicable registered Noteholder
as the absolute owner and holder of such Note for the purpose of receiving
payment of all amounts payable with respect to such Note and for all other
purposes and shall not be affected by any notice to the contrary. The Registrar
(if different from the Trustee) shall promptly notify the Trustee in writing and
the Trustee shall promptly notify the Issuer of each request for a registration
of transfer of a Note by furnishing the Issuer a copy of such
request.
  Furthermore,
any Noteholder of a Global Note shall, by acceptance of such Global Note, agree
that, subject to Section 2.10(b) and Section 2.11, transfers of Beneficial
Interests in such Global Note may be effected only through a book-entry system
maintained by the Noteholder of such Global Note (or its agent) and that
ownership of a Beneficial Interest in such Global Note shall be required to be
reflected in a book-entry system. When Notes are presented to the Registrar with
a request to register the transfer or to exchange them for an equal principal
amount of Notes of other authorized denominations, the Registrar shall register
the transfer or make the exchange as requested if its requirements for such
transactions are met (including, in the case of a transfer, that such Notes are
duly endorsed or accompanied by a written instrument of transfer in form
satisfactory to the Trustee and Registrar duly executed by the Noteholder
thereof or by an attorney who is authorized in writing to act on behalf of the
Noteholder). To permit registrations of transfers and exchanges, the Issuer
shall execute and the Trustee shall authenticate Notes at the Registrar’s
request. Except as set forth in Section 2.8 and Section 2.9, no service charge
shall be made for any registration of transfer or exchange or redemption of the
Notes.
  The
Registrar shall not be required to exchange or register the transfer of any
Notes as above provided during the 15-day period preceding the Final Maturity
Date of any such Notes.
  30
  The
Issuer at any time may deliver Notes to the Trustee for cancellation. The
Trustee and no one else shall cancel and destroy in accordance with its
customary practices in effect from time to time (subject to the record retention
requirements of the Exchange Act) any such Notes, together with any other Notes
surrendered to it for registration of transfer, exchange or payment. The Issuer
may not issue new Notes to replace Notes it has redeemed, paid or delivered to
the Trustee for cancellation.
  Section
2.8                                Mutilated, Destroyed, Lost
or Stolen Notes.  If any Note shall become mutilated,
destroyed, lost or stolen, the Issuer shall, upon the written request of the
Noteholder thereof and presentation of the Note or satisfactory evidence of
destruction, loss or theft thereof to the Trustee or Registrar and a
confirmation by the Registrar to the Trustee that such Noteholder (or Beneficial
Holder of the Beneficial Interest therein) has executed and delivered to the
Registrar a Confidentiality Agreement, issue, and the Trustee shall authenticate
and the Trustee or Registrar shall deliver in exchange therefor or in
replacement thereof, a new Note, payable to such Noteholder in the same
principal amount, of the same maturity, with the same payment schedule, bearing
the same interest rate and dated the date of its authentication. If the Note
being replaced has become mutilated, such Note shall be surrendered to the
Trustee or the Registrar and forwarded to the Issuer by the Trustee or such
Registrar. If the Note being replaced has been destroyed, lost or stolen, the
Noteholder thereof shall furnish to the Issuer, the Trustee and the Registrar
(a) such security or indemnity as may be required by the Issuer, the Trustee and
the Registrar to save each of them harmless (an unsecured indemnity from any QIB
being satisfactory security or indemnity) and (b) evidence satisfactory to the
Issuer, the Trustee and the Registrar of the destruction, loss or theft of such
Note and of the ownership thereof (an affidavit from any QIB being satisfactory
evidence). The Noteholders will be required to pay any tax or other governmental
charge imposed in connection with such exchange or replacement and any other
expenses (including the fees and expenses of the Trustee and the Registrar)
connected therewith.
  Section
2.9                                Payments of Transfer
Taxes.  Upon the transfer of any Note or Notes pursuant to
Section 2.7, the Issuer or the Trustee may require from the party requesting
such new Note or Notes payment of a sum to reimburse the Issuer or the Trustee
for, or to provide funds for the payment of, any transfer tax or similar
governmental charge payable in connection therewith.
  Section
2.10                                Book-Entry
Provisions.
  (a)           Global
Notes shall (i) be registered in the name of DTC or a nominee of DTC, (ii) be
delivered to the Trustee as custodian for DTC and (iii) except as set forth
therein or in this Indenture, bear the Private Placement Legend.
  Members
of, or participants in, DTC (“Agent Members”) shall
have no rights under this Indenture with respect to any Global Note held on
their behalf by DTC, or the Trustee as its custodian, or under such Global Note,
and DTC may be treated by the Issuer, the Trustee and any agent of the Issuer or
the Trustee as the absolute owner of such Global Note for all purposes
whatsoever.
  31
  Whenever
notice or other communication to the Noteholders of Global Notes is required
under this Indenture, unless and until Definitive Notes shall have been issued
pursuant to Section 2.10(b), the Trustee shall give all such notices and
communications specified herein to be given to Noteholders to DTC and/or the
Agent Members, and shall make available additional copies as requested by such
Agent Members, subject to the limitations on distribution contained in Section
2.13.
  Notwithstanding
the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent
of the Issuer or the Trustee from giving effect to any written certification,
proxy or other authorization furnished by DTC or impair, as between DTC and its
Agent Members, the operation of customary practices governing the exercise of
the rights of a Noteholder under any Global Note. Neither the Issuer nor the
Trustee shall be liable for any delay by DTC in identifying the Agent Members in
respect of the Global Notes, and the Issuer and the Trustee may conclusively
rely on, and shall be fully protected in relying on, instructions from DTC for
all purposes (including with respect to the registration and delivery, and the
respective principal amounts, of any Global Notes to be issued).
  (b)           Transfers
of a Global Note shall be limited to transfers of such Global Note in whole, but
not in part, to DTC, its successors or their respective nominees. Interests of
Agent Members in a Global Note may be transferred in accordance with the rules
and procedures of DTC and the provisions of Section 2.11. Except as set forth in
Section 2.11(a), Definitive Notes shall be issued to the individual Agent
Members or Beneficial Holders or their nominees in exchange for their Beneficial
Interests in a Global Note only if (i) the Issuer advises the Trustee in writing
that DTC is no longer willing or able to properly discharge its responsibilities
as depositary with respect to such Notes and the Trustee or the Issuer is unable
to appoint a qualified successor within 90 days of such notice, (ii) the Issuer,
at its option, elects to terminate the book-entry system through DTC or (iii)
during the occurrence of an Event of Default, Noteholders of a majority of the
Outstanding Principal Balance of Notes advise the Issuer, the Trustee and DTC
through the Agent Members in writing that the continuation of a book-entry
system through DTC (or a successor thereto) is no longer in the best interests
of the Noteholders. Upon the occurrence of any event described in the
immediately preceding sentence, the Trustee shall notify all affected
Noteholders, through DTC, of the occurrence of such event and of the
availability of Definitive Notes; provided, however, that in no
event shall the Temporary Regulation S Global Note be exchanged for Definitive
Notes prior to the later of (x) the Regulation S Global Note Exchange Date and
(y) the date of receipt by the Issuer of any certificates determined by it to be
required pursuant to Rule 903 or 904 under the Securities Act. Upon surrender to
the Trustee of the Global Notes held by DTC, accompanied by registration
instructions from DTC for registration of Definitive Notes, the Issuer shall
issue and the Trustee shall authenticate and deliver the Definitive Notes to the
Agent Members and Beneficial Holders or their nominees in accordance with the
instructions of DTC.
  None of
the Issuer, the Registrar, the Paying Agent or the Trustee shall be liable for
any delay in delivery of such instructions and may conclusively rely on, and
shall be fully protected in relying on, such registration instructions. Upon the
issuance of Definitive Notes, the Trustee shall recognize the Persons in whose
name the Definitive Notes are registered in the Register as Noteholders
hereunder. Neither the Issuer nor the Trustee shall be liable if the Trustee or
the Issuer is unable to locate a qualified successor to DTC.
  32
  Definitive
Notes will be freely transferable and exchangeable at the office of the Trustee
or the office of the Registrar upon compliance with the requirements set forth
herein. In the case of a transfer of only part of a holding of Definitive Notes,
a new Definitive Note shall be issued to the transferee in respect of the part
transferred and a new Definitive Note in respect of the balance of the holding
not transferred shall be issued to the transferor and may be obtained at the
office of the applicable Registrar.
  (c)           Any
Beneficial Interest in one of the Global Notes that is transferred to a Person
who takes delivery in the form of an interest in another Global Note will, upon
transfer, cease to be an interest in such Global Note and become an interest in
such other Global Note and, accordingly, will thereafter be subject to all
transfer restrictions, if any, and other procedures applicable to Beneficial
Interests in such other Global Note for as long as it remains such an
interest.
  (d)           Any
Definitive Note delivered in exchange for an interest in a Permanent Global Note
pursuant to Section 2.10(b) shall, except as otherwise provided by Section
2.11(f), bear the Private Placement Legend applicable to a Permanent Global
Note.
  (e)           Upon
the request of Servicer or a Noteholder(s) owning more than 10% of the
Outstanding Principal Balance of the Notes from time to time, the Trustee shall
request DTC to provide a list of the Agent Members holding Beneficial Interests
in the Notes on a particular Record Date and shall provide such list to Servicer
or such Noteholder(s), as the case may be. Any cost involved in obtaining such
list shall be included in Trustee Expenses to be reimbursed in accordance with
Section 3.7(a).  Not later than five Business Days prior to each
Payment Date or any other date on which a Distribution Report is to be
distributed pursuant to Section 2.13(a) to Agent Members and Beneficial Holders,
Servicer shall provide a list to the Trustee of the Agent Members, Beneficial
Holders and Noteholders (other than DTC or its nominee or any other depositary)
that have provided Confidentiality Agreements to the Issuer, Trustee or
Registrar, and the Trustee shall distribute such reports only to the Agent
Members, Beneficial Holders and Noteholders named on such list.
  Section
2.11                                Special Transfer
Provisions.
  (a)           The
following provisions shall apply with respect to any proposed transfer of a
Beneficial Interest in a Permanent Global Note or a Definitive Note to any
Institutional Accredited Investor that is not a QIB (excluding Non-U.S.
Persons):
  (i)           The
Registrar shall register the transfer of any Definitive Note if the proposed
transferee has delivered to the Registrar (A) a certificate substantially in the
form of Exhibit
I (such certificate also to be delivered to the Issuer), (B) an Opinion
of Counsel acceptable to the Issuer that such transfer is in compliance with the
Securities Act and (C) a Confidentiality Agreement duly executed by such
transferee.
  33
  (ii)           If
the proposed transferor is an Agent Member holding a Beneficial Interest in a
Permanent Global Note, upon receipt by the Registrar of (A) the documents
required by Section 2.11(a)(i), including the Confidentiality Agreement, and (B)
instructions given in accordance with DTC’s and the Registrar’s procedures, the
Registrar shall reflect on its books and records the date and a decrease in the
principal amount of the Permanent Global Note in an amount equal to the
principal amount of the Beneficial Interest in the Permanent Global Note to be
transferred, and the Issuer shall execute, and the Trustee shall authenticate
and deliver, one or more Definitive Notes of like tenor and amount.
  (b)           The
following provisions shall apply with respect to any proposed transfer of a
Beneficial Interest in a Permanent Global Note or a Definitive Note to a QIB
(excluding Non-U.S. Persons):
  (i)           If
the Note to be transferred consists of (A) Definitive Notes, the Registrar shall
reflect the transfer on its books and records if such transfer is being made by
a proposed transferor who has checked the box provided for on the form of Note
stating, or has otherwise advised the Issuer and the Registrar in writing, that
the sale has been made in compliance with the provisions of Rule 144A to a
transferee who has signed the certification provided for on the form of Note
stating, or has otherwise advised the Issuer and the Registrar in writing, that
(w) it is purchasing the Note for its own account or an account with respect to
which it exercises sole investment discretion and that it and any such account
are QIBs within the meaning of Rule 144A, (x) it is or such QIBs are aware that
the sale to it or them is being made in reliance on Rule 144A and acknowledge
that it has or they have received such information regarding the Issuer as it
has or they have requested pursuant to Rule 144A or has or have determined not
to request such information, (y) it is or such QIBs are aware that the
transferor is relying upon the foregoing representations in order to claim the
exemption from registration provided by Rule 144A and (z) it has and all such
QIBs have duly executed and delivered to the Registrar a Confidentiality
Agreement or (B) a Beneficial Interest in a Permanent Global Note, the transfer
of such Beneficial Interest may be effected only through the book-entry system
maintained by DTC and to the extent provided in the agreement with DTC, and, in
each case, each transferee has delivered to the Registrar a Confidentiality
Agreement duly executed by such transferee.
  (ii)           If
the proposed transferee is an Agent Member, and the Note to be transferred is a
Definitive Note, upon receipt by the Registrar of the documents referred to in
Section 2.11(b)(i), including the Confidentiality Agreement, and instructions
given in accordance with DTC’s and the Registrar’s procedures, the Registrar
shall reflect on its books and records the date and an increase in the principal
amount at maturity of the Permanent Global Note in an amount equal to the
principal amount at maturity of the Definitive Note to be transferred, and the
Trustee shall cancel the Definitive Note so transferred (upon written direction
from the Registrar if different from the Trustee).
  (c)           With
respect to any proposed transfer of a Beneficial Interest in a Temporary
Regulation S Global Note, the Registrar shall reflect on its books and records
the transfer of such Beneficial Interest (A) if the proposed transferee is a
Non-U.S. Person, the proposed transferor has delivered to the Registrar a
certificate substantially in the form of Exhibit H (such
certificate also to be delivered to the Issuer) and the proposed transferee has
duly executed and delivered to the Registrar a Confidentiality Agreement (in
which case the transferee will receive a corresponding Beneficial Interest in
the Temporary Regulation S Global Note) or (B) if the proposed transferee is a
QIB and the proposed transferor has checked the box provided for on the form of
Note stating, or has otherwise advised the Issuer and the Registrar in writing,
that the sale has been made in compliance with the provisions of Rule 144A to a
transferee who has signed the certification provided for on the form of Note
stating, or has otherwise advised the Issuer and the Registrar in writing, that
(w) it is purchasing the Note (or the Beneficial Interest therein) for its own
account or an account with respect to which it exercises sole investment
discretion and that it and any such account are QIBs within the meaning of Rule
144A, (x) it is or such QIBs are aware that the sale to it or them is being made
in reliance on Rule 144A and acknowledge that it has or they have received such
information regarding the Issuer as it has or they have requested pursuant to
Rule 144A or has or have determined not to request such information, (y) it is
or such QIBs are aware that the transferor is relying upon the foregoing
representations in order to claim the exemption from registration provided by
Rule 144A and (z) it has and all such QIBs have duly executed and delivered to
the Registrar a Confidentiality Agreement (in which case the Registrar shall
reflect on its books and records the date and an increase in the principal
amount of the Permanent Global Note, in an amount equal to the principal amount
of the Temporary Regulation S Global Note (or the Beneficial Interest therein)
to be transferred, and the Trustee shall decrease the amount of the Temporary
Regulation S Global Note (upon written direction from the Registrar if different
from the Trustee)).
  34
  (d)           With
respect to any proposed transfer of any Beneficial Interest in a Permanent
Regulation S Global Note, the Registrar shall reflect the transfer of such
Beneficial Interest on its books and records if the proposed transferee has duly
executed and delivered to the Registrar a Confidentiality Agreement (in which
case the transferee will receive a corresponding Beneficial Interest in the
Permanent Regulation S Global Note, unless otherwise agreed by the Issuer and
the Trustee).
  (e)           Except
as set forth in Section 2.11(c), the following provisions shall apply with
respect to any transfer of a Note (or a Beneficial Interest therein) to a
Non-U.S. Person:
  (i)           Except
as set forth in Section 2.11(c), prior to the applicable Regulation S Global
Note Exchange Date, the Registrar shall not register or reflect on its books and
records any proposed transfer of a Note (or a Beneficial Interest therein) to a
Non-U.S. Person.
  (ii)           The
Registrar shall register or reflect on its books and records, as the case may
be, any proposed transfer of a Note (or a Beneficial Interest therein) to any
Non-U.S. Person if the Note to be transferred is a Definitive Note or a
Beneficial Interest in a Permanent Global Note, upon receipt of a certificate
substantially in the form of Exhibit H from the
proposed transferor and a Confidentiality Agreement duly executed and delivered
to the Registrar by such Non-U.S. Person.
  35
  (iii)           (A)
If the proposed transferor is an Agent Member holding a Beneficial Interest in a
Permanent Global Note, upon receipt by the Registrar of (x) the documents, if
any, required by Section 2.11(e)(ii) and (y) instructions in accordance with
DTC’s and the Registrar’s procedures, the Registrar shall reflect on its books
and records the date and a decrease in the principal amount of the Permanent
Global Note in an amount equal to the principal amount of the Beneficial
Interest in such Permanent Global Note to be transferred, and (B) if the
proposed transferee is an Agent Member, upon receipt by the Registrar of
instructions given in accordance with DTC’s and the Registrar’s procedures, the
Registrar shall reflect on its books and records the date and an increase in the
principal amount of the Permanent Regulation S Global Note in an amount equal to
the principal amount of the Beneficial Interest in such Permanent Global Note or
any Definitive Notes issued in exchange for such Beneficial Interest in such
Permanent Global Note to be transferred, and the Trustee shall cancel the
Definitive Note, if any, so transferred or decrease the amount of the Permanent
Global Note (upon written direction from the Registrar if different from the
Trustee).
  (f)           Upon
the transfer, exchange or replacement of Notes bearing the Private Placement
Legend, the Registrar shall deliver only Notes that bear the Private Placement
Legend unless there is delivered to the Registrar an Opinion of Counsel
reasonably satisfactory to the Issuer and the Trustee to the effect that neither
such Private Placement Legend nor the related restrictions on transfer are
required in order to maintain compliance with the provisions of the Securities
Act.
  (g)           By
its acceptance of any Note bearing the Private Placement Legend, each Noteholder
of such Note acknowledges the restrictions on transfer of such Note set forth in
this Indenture and in the Private Placement Legend and agrees that it will
transfer such Note (or the Beneficial Interest therein) only as provided in this
Indenture and in accordance with the Private Placement Legend. The Registrar
shall not register or reflect on its books and records a transfer of any Note
(or any Beneficial Interest therein) unless such transfer complies with the
restrictions on transfer of such Note set forth in this Indenture. In connection
with any transfer of Notes (or Beneficial Interests therein), each Noteholder
agrees by its acceptance of the Notes to furnish the Trustee the certifications
and legal opinions described herein to confirm that such transfer is being made
pursuant to an exemption from, or a transaction not subject to, the registration
requirements of the Securities Act; provided, that the
Trustee shall not be required to determine (but may rely on a determination made
by the Issuer with respect to) the sufficiency of any such legal
opinions.
  (h)           The
Notes shall be issued pursuant to an exemption from registration under the
Securities Act. The Issuer agrees that it will not at any time (i) apply to
list, list or list upon notice of issuance, (ii) consent to or authorize an
application for the listing or the listing of, or (iii) enable or authorize the
trading of the Notes on an established securities market, including (w) a
national securities exchange registered under the Exchange Act or exempted from
registration because of the limited volume of transactions, (x) a foreign
securities exchange that, under the law of the jurisdiction where it is
organized, satisfies regulatory requirements that are analogous to the
regulatory requirements under the Exchange Act applicable to exchanges described
in Section 2.11(h)(iii)(w), (y) a regional or local exchange or (z) an
over-the-counter market, as the term “established securities market” and the
terms in this Section 2.11(h) are defined for purposes of Section 7704 of the
Code.
  36
  (i)           The
Trustee shall retain copies of all letters, notices and other written
communications received pursuant to Section 2.10 or this Section 2.11. The
Issuer shall have the right to inspect and make copies of all such letters,
notices, Confidentiality Agreements or other written communications at any
reasonable time upon the giving of reasonable written notice to the
Trustee.
  (j)           Each
Noteholder, Agent Member and Beneficial Holder agrees that it will not take any
action to transfer any Note (or any Beneficial Interest therein) to a proposed
transferee without causing such proposed transferee to execute and deliver to
the Registrar an appropriate Confidentiality Agreement relating to such transfer
as set forth in this Section 2.11. After the Closing Date with respect to the
Notes, forms of Confidentiality Agreements will be available to Noteholders,
Agent Members and Beneficial Holders and proposed transferees of the Notes (or
the Beneficial Interests therein) from the Registrar, initially at the Corporate
Trust Office. Each such Confidentiality Agreement shall be delivered to the
Registrar promptly upon execution by the parties thereto. The Registrar shall
promptly, but in any event no later than two Business Days of receipt of any
such executed Confidentiality Agreement, furnish a copy of such executed
Confidentiality Agreement to the Trustee, the Issuer and Servicer and shall send
additional copies of any such Confidentiality Agreements to the Issuer and
Servicer from time to time on request from such Person.
  Section
2.12                                Temporary Definitive
Notes.  Pending the preparation of Definitive Notes, the Issuer
may execute and the Trustee may authenticate and deliver temporary Definitive
Notes that are printed, lithographed, typewritten or otherwise produced, in any
denomination, containing substantially the same terms and provisions as are set
forth in the applicable Exhibit or in any indenture supplemental hereto, except
for such appropriate insertions, omissions, substitutions and other variations
relating to their temporary nature as the Manager executing such temporary
Definitive Notes may determine, as evidenced by his or her execution of such
temporary Definitive Notes.
  If
temporary Definitive Notes are issued, the Issuer shall cause such Definitive
Notes to be prepared without unreasonable delay. After the preparation of
Definitive Notes, the temporary Definitive Notes shall be exchangeable for
Definitive Notes upon surrender of such temporary Definitive Notes at the
Corporate Trust Office, without charge to the Noteholder
thereof.  Upon surrender for cancellation of any one or more temporary
Definitive Notes, the Issuer shall execute and the Trustee shall authenticate
and deliver in exchange therefor Definitive Notes, in authorized denominations
and in the same aggregate principal amounts. Until so exchanged, such temporary
Definitive Notes shall in all respects be entitled to the same benefits under
this Indenture as Definitive Notes.
  Section
2.13                                Statements to
Noteholders.
  (a)           On
each Payment Date and any other date for distribution of any payments with
respect to the Notes then Outstanding, the Trustee shall deliver a report,
substantially in the form attached as Exhibit D and
prepared by Servicer, giving effect to such payments (each, a “Distribution
Report”), to (i) each Noteholder included on the Approved Holder List,
(ii) the Issuer, (iii) the Calculation Agent and (iv) MedPro, and to no other
Person. Each Noteholder shall be entitled to receive the Distribution Report
only if such Noteholder has executed and delivered to the Registrar a
Confidentiality Agreement.
  37
  (b)           Each
Distribution Report provided to each Noteholder by the Trustee for each Payment
Date pursuant to Section 2.13(a), commencing October 30, 2010, shall be
accompanied by (i) a statement prepared by Servicer setting forth an analysis of
the Collection Account activity for the period commencing on the day next
following the preceding Calculation Date and ending on the Calculation Date
relating to such Payment Date, (ii) such information, if any, that MedPro shall
have provided to the Trustee pursuant to Section 6.3 of the Purchase and Sale
Agreement during the Interest Accrual Period then ended and (iii) the
information, if any, that the Issuer shall have provided to the Trustee pursuant
to Section 5.3 (or Servicer shall have provided to the Trustee pursuant to
Section 4.1 of the Servicing Agreement) during the Interest Accrual Period then
ended.
  (c)           After
the end of each calendar year but not later than the latest date permitted by
law, the Trustee shall (or shall instruct any Paying Agent to) furnish to each
Person who at any time during such calendar year was a Noteholder of Notes a
statement (for example, a Form 1099 or any other means required by law) prepared
by the Trustee containing the sum of the amounts determined pursuant to Exhibit D with
respect to the Notes for such calendar year or, in the event such Person was a
Noteholder during only a portion of such calendar year, for the applicable
portion of such calendar year, and such other items as are readily available to
the Trustee and which a Noteholder shall reasonably request as necessary for the
purpose of such Noteholder’s preparation of its U.S. federal income or other tax
returns. So long as any of the Notes are registered in the name of DTC or its
nominee, such report and such other items will be prepared on the basis of such
information supplied to the Trustee by DTC and the Agent Members and will be
delivered by the Trustee to DTC and by DTC to the applicable Beneficial Holders
in the manner described above. In the event that any such information has been
provided by any Paying Agent directly to such Person through other tax-related
reports or otherwise, the Trustee in its capacity as Paying Agent shall not be
obligated to comply with such request for information.
  (d)           At
such time, if any, as the Notes are issued in the form of Definitive Notes, the
Trustee shall prepare and deliver the information described in Section 2.13(c)
to each Noteholder of a Definitive Note for the relevant period of beneficial
ownership of such Definitive Note as appears on the books and records of the
Trustee, subject to confirmation that each such Noteholder has executed and
delivered to the Registrar a Confidentiality Agreement.
  (e)           The
Trustee shall be at liberty to sanction any method of giving notice to the
Noteholders if in its opinion, such method is reasonable, having regard to the
number and identity of the Noteholders and/or to market practice then
prevailing, is in the best interests of the Noteholders, and any such notice
shall be deemed to have been given on such date as the Trustee may approve;
provided, that
notice of such method is given to the Noteholders in such manner as the Trustee
shall require.
  38
  Section
2.14                                CUSIP, CINS, ISIN and
Private Placement Numbers.  The Issuer in issuing the Notes may
use CUSIP, CINS, ISIN, private placement or other identification numbers (if
then generally in use), and, if so, the Trustee shall use such CUSIP, CINS,
ISIN, private placement or other identification numbers, as the case may be, in
notices of redemption or exchange as a convenience to Noteholders; provided, that any
such notice shall state that no representation is made as to the correctness of
such numbers either as printed on the Notes or as contained in any notice of
redemption or exchange and that reliance may be placed only on the other
identification numbers printed on the Notes; provided, further, that failure
to use CUSIP, CINS, ISIN, private placement or other identification numbers in
any notice of redemption or exchange shall not affect the validity or
sufficiency of such notice.
  Section
2.15                                Additional
Issuances.  During the thirty day period following the Closing
Date, the Issuer may issue and sell additional Notes and the Issuer may use the
proceeds to make a distribution to MedPro, provided, that the following
conditions are satisfied:
  (i)           the
original principal amount of such additional Notes shall not exceed $5,000,000
in the aggregate;
  (ii)           such
additional Notes must be issued for a cash sales price and a portion of the
proceeds thereof, as determined at the time of such issuance, must be deposited
in the Reserve Account at the time of such issuance;
  (iii)           the
terms (other than the date of issuance , the issue price and the date from which
interest will accrue) of such Notes must be identical to the terms of the Notes
issued on the Closing Date;
  (iv)           the
Noteholders shall have been notified in writing 10 days prior to such issuance
and shall have been afforded the first opportunity to purchase such additional
Notes in an amount not to exceed the percentage of the outstanding Notes each
Noteholder held immediately prior to such issuance of such additional Notes and
on the same terms offered to investors generally;
  (v)           there
shall not have occurred and be continuing a Default or an Event of Default;
and
  (vi)           an
opinion of counsel to the Issuer and a certificate of a Responsible Officer of
the Issuer shall have been delivered to the Trustee, each to be in accordance
with the requirements of this Indenture.
  ARTICLE
III
  ACCOUNTS; PRIORITY OF
PAYMENTS
  Section
3.1                                Establishment of
Accounts.
  (a)           Pursuant
to the terms of the Servicing Agreement, the Issuer will cause Servicer, acting
on behalf of the Issuer, to establish and maintain with the Operating Bank on
its books and records in the name of the Issuer, subject to the lien in favor of
the Trustee established by this Indenture, (i) a collection account (the “Collection Account”),
(ii) a reserve account (the “Reserve Account”),
(iii) another reserve account (the “Wing Reserve Account”), (iv) a
holding account (the “Holding Account”),
(v) a capital contribution account (the “Capital Account”) and
(vi) any additional accounts the establishment of which is set forth in a
Manager Resolution delivered to the Trustee, in each case, at such time as is
set forth in this Section 3.1 or in such Manager Resolution. Each Account shall
be established and maintained as an Eligible Account so as to create, perfect
and establish the priority of the security interest of the Trustee in such
Account and all cash, Eligible Investments and other property from time to time
deposited therein and otherwise to effectuate the lien of the Indenture
Estate.
  39
  (b)           The
Trustee shall have sole dominion and control over the Accounts (including, among
other things, the sole power to direct withdrawals or transfers from the
Accounts and to direct the investment and reinvestment of funds in the Accounts,
subject to Section 3.2). The Trustee shall make withdrawals and transfers from
the Accounts in accordance with the terms of this Indenture based on the
Relevant Information and as calculated by it pursuant to this Indenture. The
Issuer, Servicer and the Trustee acknowledge that the Accounts are “deposit
accounts” or “investment property” within the meaning of Section 9-102 of the
UCC and that the Trustee has “control,” for purposes of Section 9-314 of the
UCC, of Accounts that are maintained with the Trustee as the Operating
Bank.  The Operating Bank agrees that the State of New York shall be
deemed to be the “bank’s jurisdiction” within the meaning of Section 9-304 of
the UCC.  The Issuer and Servicer agree that, if any Account is
established or maintained with any Operating Bank other than the Trustee, the
Issuer and Servicer shall cause such Operating Bank to enter into an agreement
with the Trustee, the Issuer and Servicer pursuant to which such Operating Bank
agrees to comply with instructions originated by the Trustee directing the
disposition, investment and reinvestment of funds in all Accounts maintained
with such Operating Bank without the further consent of the Issuer or Servicer
and shall take such other actions as are reasonably required by the Trustee to
establish its “control”, for purposes of Section 9-314 of the UCC, over any such
Accounts.
  (c)           If,
at any time, any Account ceases to be an Eligible Account, the Issuer will cause
Servicer or an agent thereof, within ten Business Days, to establish a new
Account meeting the conditions set forth in this Section 3.1 in respect of such
Account and transfer any cash or investments in the existing Account to such new
Account, and, from the date such new Account is established, it shall have the
same designation as the existing Account. If the Operating Bank should change at
any time, then Servicer, acting on behalf of the Issuer, shall thereupon
promptly establish replacement Accounts as necessary at the successor Operating
Bank and transfer the balance of funds in each Account then maintained at the
former Operating Bank pursuant to the terms of the Servicing Agreement to such
successor Operating Bank.
  (d)           The
Issuer shall cause Servicer to establish and maintain the Collection Account at
the Operating Bank not later than the Closing Date, and the Collection Account
shall bear a designation clearly indicating that the funds deposited therein are
held for the benefit of the Trustee. Except as expressly provided herein, all
Collections shall be deposited in the Collection Account and transferred
therefrom in accordance with the terms of this Indenture. No funds shall be
deposited in the Collection Account that do not constitute Collections except as
expressly provided in this Indenture without the prior written consent of the
Trustee.
  40
  (e)           The
Issuer shall cause Servicer to establish and maintain the Reserve Account at the
Operating Bank not later than the Closing Date, and the Reserve Account shall
bear a designation clearly indicating that the funds deposited therein are held
for the benefit of the Trustee. Any such amounts held in the Reserve Account may
be transferred pursuant to Section 3.7.  As of the Closing Date,
$4,500,000 shall be placed in the Reserve Account.
  (f)           The
Issuer shall cause Servicer to establish and maintain the Wing Reserve Account
at the Operating Bank not later than the Closing Date, and the Wing Reserve
Account shall bear a designation clearly indicating that the funds deposited
therein are held for the benefit of the Trustee. Any such amounts held in the
Wing Reserve Account may be transferred pursuant to Section 3.7 or transferred
to MedPro pursuant to Section 3.4(c).  As of the Closing Date,
$7,870,000 shall be placed in the Wing Reserve Account.
  (g)           The
Issuer shall cause Servicer to establish and maintain the Holding Account at the
Operating Bank not later than the Closing Date, and the Holding Account shall
bear a designation clearly indicating that the funds deposited therein are held
for the benefit of the Trustee. Any such amounts held in the Holding Account may
be transferred pursuant to Section 3.6.
  (h)           The
Issuer shall cause Servicer to establish and maintain the Capital Account at the
Operating Bank not later than the Closing Date in the name of the Trustee for
the benefit of the Trustee and shall deposit all such capital contributions in
the Capital Account. The Issuer also may direct the Trustee to deposit in the
Capital Account all or a portion of any amount otherwise distributable to the
Issuer pursuant to Section 3.7(a)(xi).  The Trustee shall maintain a
record of the portion of funds on deposit in the Capital Account allocable to
capital contributions and the portion allocable to such deposits.  All
such capital contributions shall be held in such Account and transferred to the
Collection Account only to the extent permitted by Section 3.7.
  (i)           If
any Account shall be a securities account (such account, the “Securities  Account”),
then the Operating Bank, in its capacity as securities intermediary (the “Securities
Intermediary”), hereby agrees and confirms that (i) the Securities
Intermediary is a bank or broker that in the ordinary course of its business
maintains securities accounts for others and is acting in that capacity in
maintaining the Securities Account, (ii) the Issuer will be entitled to exercise
the rights that comprise each Financial Asset credited to the Securities Account
and (iii) its books and records will contain appropriate entries to reflect
the status of the Issuer as the Person having a security entitlement against the
securities intermediary with respect to each Financial Asset credited to the
Securities Account by the Securities Intermediary.
  (j)           The
Securities Intermediary acknowledges that (i) the Issuer has granted a security
interest in all of the Issuer’s right, title and interest in and to any
Financial Assets from time to time credited to the Securities Account and (ii)
prior to the satisfaction of the Secured Obligations, it will comply with any
entitlement orders originated by the Trustee (including entitlement orders
directing the Securities Intermediary to transfer or redeem any Financial
Assets) with respect to the Securities Account without further consent from the
Issuer.
  41
  (k)           The
Securities Intermediary hereby agrees that any property credited to the
Securities Account (whether “investment property”, “financial asset” or
“security” (each as defined in the UCC) or cash, and the proceeds thereof) shall
be treated as “financial assets” within the meaning of Section 8-102(a)(9) of
the UCC.
  Section
3.2                                Investments of
Cash.  For so long as any Notes remain Outstanding or any other
Secured Obligations are Outstanding, the Trustee, at the written direction of
Servicer or the Issuer, shall, invest and reinvest the funds on deposit in the
Accounts in Eligible Investments; provided, however, that, so
long as an Event of Default has occurred and is continuing, the Trustee shall
invest such amount in Eligible Investments described in clause (d) of the
definition thereof from the time of receipt thereof until such time as such
amounts are required to be distributed pursuant to the terms of this Indenture.
In the absence of written direction delivered to the Trustee from the Issuer or
the Servicer, the Trustee shall invest any funds in Eligible Investments
described in clause (d) of the definition thereof.  The Trustee shall
make such investments and reinvestments in accordance with the terms of the
following provisions:
  (a)           the
Eligible Investments shall have maturities and other terms such that sufficient
funds shall be available to make required payments pursuant to this Indenture on
the Business Day immediately preceding the first Payment Date after which such
investment is made;
  (b)           if
any funds to be invested are not received in the Accounts by 1:00 p.m., New York
City time, on any Business Day, such funds shall, if possible, be invested in
overnight Eligible Investments; and
  (c)           all
interest and earnings on Eligible Investments held in the Accounts shall be
invested in Eligible Investments on an overnight basis and credited to the
appropriate Account until the next Payment Date.
  The
Issuer acknowledges that regulations of the U.S. Comptroller of the Currency
grant the Issuer the right to receive confirmations of security transactions as
they occur. The Issuer specifically waives receipt of such confirmations to the
extent permitted by law and acknowledges that the Trustee will instead furnish
periodic cash transaction statements that will detail all investment
transactions as set forth in this Indenture.
  Section
3.3                                Closing Date Deposits;
Withdrawals and Transfers.
  (a)           On
the Closing Date, the Trustee shall, subject to the receipt of written direction
from the Issuer upon receipt of the proceeds of the sale by the Issuer of the
Notes, make the following payments and transfers to the Accounts from such
proceeds:
  (i)           pay
to such Persons such amounts as shall be specified by the Issuer such
Transaction Expenses due and payable in connection with the issuance and sale of
the Notes;
  42
  (ii)           deposit
to the Reserve Account and the Wing Reserve Account the amounts set forth in
Sections 3.1(e) and (f), respectively; and
  (iii)           remit
to MedPro an amount specified by the Issuer as the Cash Purchase
Price.
  (b)           The
Trustee shall hold all funds received on or prior to the Closing Date from the
Note Purchasers in trust for the Note Purchasers pending completion of the
closing of the transactions contemplated by this Indenture. Upon receipt by the
Trustee of the aggregate Purchase Price, the Issuer shall direct the Trustee to
disburse the Purchase Price in accordance with this Section 3.3. If the
aggregate Purchase Price shall not have been received by the Trustee by 3:30
p.m. (New York City time) on the Closing Date, or if the closing of the
transactions contemplated by this Indenture shall not otherwise be capable of
being consummated by 3:30 p.m. (New York City time) on the Closing Date, then
each Note Purchaser who has paid its respective portion of the Purchase Price
shall have the right to instruct the Trustee at or after 3:30 p.m. (New York
City time) on the Closing Date to return such portion of the Purchase Price to
such Note Purchaser as soon thereafter as reasonably practicable.
  Section
3.4                                Capital Contributions;
Reserve Account; Wing Reserve Account.
  (a)           The
Issuer may accept capital contributions made by MedPro, provided that such
capital contributions are deposited by the Issuer in the Capital
Account.
  (b)           On
January 30, 2013, or earlier as set forth in Section 3.7(a), the Trustee shall
transfer to the Collection Account the balance, if any, remaining in the Reserve
Account after the payment of the Interest Amount on the Notes for such Payment
Date, and the amount so transferred shall be included in the Available
Collections Amount for such Payment Date.
  (c)           Upon
written notice from Servicer acknowledged and agreed by Greiner in writing to
the Trustee stating that MedPro’s obligation to pay Liquidated Damages to
Greiner has been satisfied or that MedPro has obtained regulatory approvals
necessary to the marketing of the Wing Product (as defined in the Purchase and
Sale Agreement) on or prior to [*], the Trustee shall transfer to an account
designated in writing by MedPro the balance, if any, remaining in the Wing
Reserve Account after the payment of the amounts required to be paid on such
Payment Date pursuant to Section 3.7(a).
  Section
3.5                                Calculation Date
Calculations.
  (a)           As
soon as reasonably practicable after each Calculation Date, but in no event
later than 12:00 noon (New York City time) on the second Business Day prior to
the immediately succeeding Payment Date, the Calculation Agent shall, based on
the Servicer Information received by the Calculation Agent, and based on
information known to it or Relevant Information provided to it, determine the
amount of Collections received during the period commencing on the day next
following the preceding Calculation Date (or, in the case of the first
Calculation Date, the Closing Date) and ending on such Calculation Date and
shall calculate the following amounts:
  43
  (i)           the
balance of funds on deposit in each Account other than the Collection Account on
such Calculation Date and the amount of interest earnings (net of losses and
investment expenses), if any, on investments on funds on deposit therein from
the day next following the preceding Calculation Date (or, in the case of the
first Calculation Date, the Closing Date) and ending on such Calculation
Date;
  (ii)           the
balance of funds on deposit in the Collection Account on such Calculation Date
and the amount of interest earnings (net of losses and investment expenses), if
any, on investments on funds on deposit therein from the day next following the
preceding Calculation Date (or, in the case of the first Calculation Date, the
Closing Date) and ending on such Calculation Date (including any amount to be
transferred pursuant to Section 3.6 in respect of the immediately succeeding
Payment Date);
  (iii)           all
fees, costs and expenses (including reasonable attorneys’ fees and legal
expenses) of the Noteholders under this Indenture not previously reimbursed and
shown on invoices or statements attached to the Servicer Information received by
the Calculation Agent;
  (iv)           the
amount, if any, to be transferred from the Reserve Account and the Wing Reserve
Account as of such Calculation Date to the Collection Account on such Payment
Date in accordance with Section 3.7;
  (v)           the
Trustee Expenses, Other Expenses and Servicing Fee payable on the Payment Date
immediately succeeding such Calculation Date, consisting of all Expenses and
Other Expenses incurred or paid by the Trustee or any other Person and not
previously reimbursed and the amounts shown on all invoices attached to the
Servicer Information received by the Calculation Agent for the reimbursement or
payment of Trustee Expenses, Other Expenses or Servicing Fees not previously
paid or reimbursed;
  (vi)           the
Available Collections Amount for such Payment Date; and
  (vii)           any
other information, determinations and calculations reasonably required in order
to give effect to the terms of this Indenture and the other Transaction
Documents.
  (b)           Not
later than 12:00 noon (New York City time) on the second Business Day prior to
the immediately succeeding Payment Date, based on the Servicer Information
received by the Calculation Agent, and based on information known to it or
Relevant Information provided to it, the following calculations or
determinations with respect to Interest Amounts due on such Payment Date shall
be performed or made by the Calculation Agent:
  (i)           the
Interest Amount (including any Additional Interest) for such Payment Date;
and
  (ii)           the
Incremental Interest Payment for such Payment Date.
  44
  (c)           Not
later than 12:00 noon (New York City time) on the second Business Day prior to
the immediately succeeding Payment Date, based on the Servicer Information
received by the Calculation Agent, and based on information known to it or
Relevant Information provided to it, the Calculation Agent shall calculate or
determine the following with respect to principal payments due on such Payment
Date:
  (i)           the
Outstanding Principal Balance of the Notes on such Payment Date immediately
prior to any principal payment on such date; and
  (ii)           the
amount of any principal payment to be made in respect of the Notes on such
Payment Date.
  (d)           Not
later than 12:00 noon (New York City time) on the second Business Day prior to
the immediately succeeding Payment Date, based on the Servicer Information
received by the Calculation Agent, and based on information known to it or
Relevant Information provided to it as described in Section 3.5(a), the
Calculation Agent shall calculate or determine the amounts, if any,
distributable to the Issuer on such Payment Date pursuant to Section
3.7(a)(xi).
  (e)           Not
later than 12:00 noon (New York City time) on the second Business Day prior to
the immediately succeeding Payment Date, based on the Servicer Information
received by the Calculation Agent, and based on information known to it or
Relevant Information provided to it as described in Section 3.5(a), the
Calculation Agent shall perform the calculations necessary to determine the
following:
  (i)           the
shortfall, if any, of the Available Collections Amount for such Payment Date in
respect of the Interest Amount due to the Noteholders pursuant to Section
3.7(a)(vi) (a “Shortfall”), taking
into the account the payment of Trustee Expenses, Other Expenses (subject to the
limitation set forth in Section 3.7(a)(ii)), the Servicing Fee and any Visual
Connections Payment or Greiner Payment payable on such Payment Date pursuant to
Section 3.7(a); and
  (ii)           with
respect to each Shortfall, the amount of any Reserve Cash Interest Payment or
Wing Reserve Payment to be withdrawn from the Reserve Account or the Wing
Reserve Account, as the case may be, determined as provided in Section
3.7(a).
  (f)           Not
later than 1:00 p.m., New York City time, on the second Business Day prior to
the immediately succeeding Payment Date, the Calculation Agent shall provide to
each of the Servicer, the Issuer and the Trustee a calculation report (a “Calculation Report”)
listing such determinations and calculations the amount of the Available
Collections Amount to be applied on such Payment Date to make each of the
payments, transfers and deposits contemplated by Section 3.7(a), setting forth
separately, in the case of payments in respect of the Notes, the amount to be
applied on such Payment Date to pay all Trustee Expenses, Other Expenses, the
Servicing Fee and any Visual Connections Payment and Greiner Payment due and
payable on such date, and interest and principal on the Notes, all in accordance
with Section 3.7.  The calculations set forth in each Calculation
Report shall be conclusive and binding on each of the Issuer, the Servicer, the
Trustee and each Noteholder, absent manifest error.
  45
  Section
3.6                                Payment Date First Step
Transfers.  On each Payment Date, the Trustee shall transfer to
the Collection Account from (i) any Account (other than the Collection Account)
the amount of earnings (net of losses and investment expenses), if any, on
investments of funds on deposit therein from the day next following the
preceding Calculation Date (or, in the case of the first Calculation Date, the
Closing Date) and ending on such Calculation Date, and (ii) the Holding Account
(x) if a Default or an Event of Default shall not have occurred and be
continuing on such Payment Date, the Issuer’s Allocation of the Available
Collections Amount deposited to the Holding Account on the preceding Payment
Date (the “Issuer’s
Holding Account Funds”) and (y) if a Default or an Event of Default shall
have occurred and be continuing on such Payment Date, all of the funds then on
deposit in the Holding Account.
  Section
3.7                                Payment Date Second Step
Withdrawals.
  (a)           On
each Payment Date, after the transfers provided for in Section 3.6 have been
made, the Trustee shall distribute from the Collection Account the amounts set
forth below in the order of priority set forth below but, in each case, only to
the extent that all amounts then required to be paid ranking prior thereto have
been paid in full, provided, that the
Issuer’s Holding Account Funds transferred on such Payment Date from the Holding
Account to the Collection Account pursuant to Section 3.6 shall be applied only
in accordance with clause (xi) below.  Except as provided in clause
(c) of the definition of Collections and in clause (c) of the definition of
Available Collections Amount, the Available Collections Amount does not include
the aggregate amount of funds on deposit in the Capital Account, the Reserve
Account or the Wing Reserve Account; provided, that (x)
if, on any Payment Date occurring on or prior to January 30, 2013, there is a
Shortfall, then the Trustee shall withdraw from the Reserve Account the lesser
of the Shortfall and the Reserve Account Balance and distribute it to the
Noteholders in payment of the Interest Amount, provided, further that, if the
amount available in the Reserve Account is less than the amount of such
Shortfall, and there is a positive balance in the Capital Account, the Trustee
shall withdraw from the Capital Account an amount equal to the lesser of the
excess of the Shortfall over the amount, if any, withdrawn from the Reserve
Account and the balance in the Capital Account and distribute it to the
Noteholders in payment of the Interest Amount; provided, that the
Trustee shall make such a withdrawal from the Capital Account in respect of not
more than six Payment Dates in total prior to the Final Maturity Date and in
respect of not more than any three consecutive Payment Dates, and (y) if any
Royalty Payment is reduced by all or a portion of Liquidated Damages, then the
Trustee shall withdraw from the Wing Reserve Account on the first Payment Date
following the receipt of such Royalty Payment (or the date such Royalty Payment
should have been received) the amount of the Liquidated Damages deducted from
such Royalty Payment and distribute such amount in accordance with clauses (i)
through (xi) below.  Except for such withdrawals, the amounts set
forth below are to be paid out of the Available Collections Amount in the order
of priority set forth below:
  (i)           first, to the
Trustee, the payment of Trustee Expenses not previously paid or
reimbursed;
  46
  (ii)           second, to the
Trustee, the amount of any Greiner Payment (to the extent Greiner has not
reduced the Royalty Payment for such calendar quarter by such Greiner Payment)
and the amount of any Visual Connections Payment, in each case, to the extent
not paid by MedPro or paid pursuant to this clause (ii) on any prior Payment
Date, for distribution to Greiner or the Person entitled to such Visual
Connections Payment, as the case may be;
  (iii)           third, to the Trustee
for distribution to such Persons entitled to the payment of Other Expenses not
previously paid or reimbursed in the amounts shown in all supporting
documentation attached to the Servicer Information received by the Calculation
Agent, provided, that the
total amount of Other Expenses payable under this clause (iii) shall not exceed
$3,500 on any Payment Date;
  (iv)           fourth, to Servicer,
the Servicing Fee for such Payment Date and any unpaid Servicing Fee for any
prior Payment Date;
  (v)           fifth, if a Default
or an Event of Default shall not have occurred and be continuing on such Payment
Date, to the Holding Account, an amount equal to the Issuer’s Allocation of the
remaining Available Collections Amount;
  (vi)           sixth, to the Trustee
for distribution to the Noteholders, the Interest Amount for such Payment Date
and any unpaid Interest Amount for a prior Payment Date with respect to the
Notes and, to the extent permitted by Applicable Law, Additional Interest on
such unpaid Interest Amount;
  (vii)           seventh, (a) on each
Payment Date occurring on and prior to January 30, 2016, to the Trustee for
distribution to the Noteholders, principal payments on the Notes in an amount
equal to the lesser of (i) the remaining Available Collections Amount and (ii)
the amount that would result in the principal amount of the Notes outstanding
after giving effect to the payment on such Payment Date to be equal to
$1,000,000, allocated pro rata in proportion to the Outstanding Principal
Balance of the Notes held by such Noteholders, (b) on each Payment Date
occurring after January 30, 2016 and prior to the Final Maturity Date, to the
Trustee for distribution to the Noteholders, principal payments on the Notes,
allocated pro rata in proportion to the Outstanding Principal Balance of the
Notes held by such Noteholders, until the Outstanding Principal Balance of the
Notes have been paid in full; and (c) on the Final Maturity Date, to the Trustee
for distribution to the Noteholders, Outstanding Principal Balance, allocated
pro rata in proportion to the Outstanding Principal Balance of the Notes held by
such Noteholders, until the Notes are paid in full;
  (viii)                      eighth, on each
Payment Date occurring on and prior to January 30, 2016, to the Issuer, an
amount equal to the Issuer Marketing Payment for the most recently completed
calendar quarter preceding such Payment Date (to the extent Greiner has not
reduced the Royalty Payment for such calendar quarter by the Marketing Payment
for such calendar quarter, as shown in the supporting documentation attached to
the Servicer Information received by the Calculation Agent), which will be
available for distribution to MedPro to be used for the payment of, or for
payment to Greiner on account of, such Marketing Payment;
  47
  (ix)           ninth, on each
Payment Date occurring on and prior to January 30, 2016, the balance to the
Trustee for distribution to the Noteholders as Incremental Interest Payments,
allocated pro rata in proportion to the Outstanding Principal Balance of the
Notes held by such Noteholders;
  (x)           tenth, to the Trustee
for distribution to such Persons entitled to the payment of Other Expenses
described in clause (iii) above to the extent not paid pursuant to clause (iii)
above; and
  (xi)           eleventh, to the
Issuer, all remaining amounts and the Issuer’s Holding Account Funds, which
amounts shall be available for distribution to MedPro.
  (b)           To
the extent the Issuer receives amounts from the Trustee from the Collection
Account pursuant to Section 3.7(a)(xi), such amounts may be distributed by the
Issuer to MedPro (or as otherwise directed by MedPro or any Person designated by
MedPro to give such directions) in its sole discretion.
  (c)           In
addition to the foregoing, on the Payment Date occurring on January 30, 2016,
the Issuer shall pay to the Noteholders, as an Incremental Interest Payment, the
Cumulative Net Payment Amount, allocated pro rata in proportion to the
Outstanding Principal Balance of the Notes held by such
Noteholders.  For purposes hereof, “Cumulative Net Payment Amount”
means (i) the sum of all Visual Connection Payments and Greiner Payments made by
the Issuer or the Trustee and all Greiner Payments and Marketing Payments to the
extent that Greiner directly or indirectly reduced the Royalty Payments by such
Greiner Payments and Marketing Payments, respectively, in each case, from the
Closing Date through the Calculation Date occurring immediately prior to January
30, 2016, minus (ii) the sum of all payments received by the Trustee from MedPro
from the Closing Date through the Calculation Date occurring immediately prior
to January 30, 2016, and applied as an Available Collections Amount on a Payment
Date occurring on or prior to January 30, 2016, to reimburse the Issuer or the
Trustee for the payments or reductions described in clause (i) of this
definition.
  ARTICLE
IV
  DEFAULT AND
REMEDIES
  Section
4.1                                Events of
Default.  Each of the following events or occurrences shall
constitute an “Event
of Default” hereunder, and each such Event of Default shall be deemed to
exist and continue so long as, but only so long as, it shall not have been
waived or remedied, as applicable:
  (a)           failure
to pay interest (including the Incremental Interest Payment) on the Notes due on
any Payment Date other than the Final Maturity Date within five days of such
Payment Date, but only to the extent there are funds available for such payment
pursuant to Section 3.7(a);
  48
  (b)           failure
to pay interest (including the Incremental Interest Payment) on the Notes due on
any Payment Date other than the Final Maturity Date in full by the next
succeeding Payment Date, together with Additional Interest on any interest not
paid on the Payment Date on which it was originally due;
  (c)           failure
to pay principal and accrued and unpaid interest (including the Incremental
Interest Payment) on the Notes on the Final Maturity Date;
  (d)           failure
to pay any amount (other than a payment default for which provision is made in
Section 4.1(a), Section 4.1(b) or Section 4.1(c)) within five Business Days
after written notice to the Issuer is given of non-payment by the
Trustee;
  (e)           (i)
failure by the Issuer to comply in any material respect with any of the
covenants set forth in Section 5.2 (other than Section 5.2(1), Section 5.2(m),
Section 5.2(o) and Section 5.2(u)), Section 5.3(a), Section 5.3(b) or Section
5.3(c), and written notice thereof being given to the Issuer by the Trustee at
the Direction of Noteholders of a majority of the Outstanding Principal Balance
of the Notes; or (ii) failure by the Issuer to comply with any of the other
covenants, obligations, conditions or provisions binding on it under this
Indenture or the Notes (other than a payment default for which provision is made
in Section 4.1(a), Section 4.1(b), Section 4.1(c) or Section 4.1(d)), if such
failure adversely affects the interest of the Noteholders and continues for a
period of 60 days or more after the earlier of (x) a Responsible Officer of the
Issuer or the Servicer becoming aware of such failure or (b) written notice
thereof has been given to the Issuer by the Trustee or by the Direction of
Noteholders of a majority of the Outstanding Principal Balance of the
Notes;
  (f)           a
court having jurisdiction in the premises enters a decree or order for (i)
relief in respect of the Issuer or MedPro under any Applicable Law relating to
bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization,
examination, relief of debtors or other similar law now or hereafter in effect,
(ii) appointment of a receiver, liquidator, examiner, assignee, custodian,
trustee, sequestrator or similar official of the Issuer or MedPro or (iii) the
winding-up or liquidation of the affairs of the Issuer or MedPro and, in each
case, such decree or order shall remain unstayed or such writ or other process
shall not have been stayed or dismissed within 60 days from entry
thereof;
  (g)           the
Issuer or MedPro (i) commences a voluntary case under any Applicable Law
relating to bankruptcy, insolvency, receivership, winding-up, liquidation,
reorganization, examination, relief of debtors or other similar law now or
hereafter in effect, or consents to the entry of an order for relief in any
involuntary case under any such law, (ii) consents to the appointment of or
taking possession by a receiver, liquidator, examiner, assignee, custodian,
trustee, sequestrator or similar official of the Issuer or for all or
substantially all of the property and assets of the Issuer or MedPro or (iii)
effects any general assignment for the benefit of creditors;
  (h)           any
judgment or order for the payment of money in excess of U.S.$1,000,000 shall be
rendered against the Issuer or MedPro and either (i) enforcement proceedings
have been commenced by any creditor upon such judgment or order or (ii) there is
any period of ten consecutive days during which a stay of enforcement of such
judgment or order, by reason of a pending appeal or otherwise, shall not be in
effect;
  49
  (i)           the
Issuer becomes an investment company required to be registered under the
Investment Company Act of 1940, as amended;
  (j)           the
organizational documents creating the Issuer cease to be in full force and
effect without replacement documents having the same terms being in full force
and effect;
  (k)           MedPro
shall have failed to perform any of its covenants under Article VI of the
Purchase and Sale Agreement or Article VI of the Pledge and Security Agreement,
the MedPro Guarantee, or the other Transaction Documents to which it is party,
and such failure adversely affects the interest of the Noteholders and continues
for a period of 60 days or more after the earlier of (x) a Responsible Officer
of the Issuer or the Servicer becoming aware of such failure or (b) written
notice thereof has been given to the Issuer by the Trustee or by the Direction
of Noteholders of a majority of the Outstanding Principal Balance of the
Notes;
  (l)           any
representation, warranty, certificate or statement made by or on behalf of
MedPro or the Issuer in connection with this Indenture or any other Transaction
Documents which is false or incorrect in any material respect when made or
furnished; or
  (m)           any
withdrawal or revocation by the U.S. Food and Drug Administration of approvals
to sell any Product in the United States for efficacy or safety reasons which
has, or could reasonably be expected to have, a material adverse effect on
repayment of the Notes.
  Section
4.2                                Acceleration, Rescission and
Annulment.
  (a)           If
an Event of Default (other than an Acceleration of Default) occurs and is
continuing, the Trustee may, and, upon the Direction of Noteholders of a
majority of the Outstanding Principal Balance of the Notes, shall, give an
Acceleration Notice (and so long as such Acceleration Notice has not been
rescinded and annulled pursuant to this Indenture) to the Issuer. Upon delivery
of an Acceleration Notice, such Outstanding Principal Balance and all accrued
and unpaid interest thereon shall be immediately due and payable. At any time
after the Trustee or the Noteholders have declared the Outstanding Principal
Balance of the Notes to be immediately due and payable, and prior to the
exercise of any other remedies pursuant to this Indenture, the Trustee, upon the
Direction of Noteholders of a majority of the Outstanding Principal Balance of
the Notes, shall, subject to Section 4.5(a), by written notice to the Issuer and
the Trustee, rescind and annul such declaration and thereby annul its
consequences if (i) there has been paid to or deposited with the Trustee an
amount sufficient to pay all overdue installments of interest on, and the
principal of, the Notes that would have become due otherwise than by such
declaration of acceleration, (ii) the rescission would not conflict with any
judgment or decree and (iii) all other Defaults and Events of Default, other
than non-payment of interest on, and the principal of, the Notes that have
become due solely because of such declaration of acceleration, have been cured
or waived. If an Acceleration Default occurs, the Outstanding Principal Balance
of the Notes and all accrued and unpaid interest thereon shall automatically
become immediately due and payable without any further action by any
party.
  50
  (b)           Notwithstanding
this Section 4.2, Section 4.3 and Section 4.12, after the occurrence and during
the continuation of an Event of Default, no Person other than the Trustee, at
the Direction of a majority of the Outstanding Principal Balance of the Notes,
may give an Acceleration Notice or exercise any remedy in respect of such Event
of Default.
  (c)           Within
30 days after the occurrence of an Event of Default, the Trustee shall give to
the Noteholders notice, transmitted by mail, of all uncured or unwaived Defaults
known to it on such date; provided, that the
Trustee may withhold such notice with respect to a Default (other than a payment
default with respect to interest or principal if it determines in good faith
that withholding such notice is in the interest of the affected
Noteholders.
  Section
4.3                                Other
Remedies.  Upon the delivery of an Acceleration Notice in
accordance with Section 4.2, or if any Acceleration Default shall have occurred
and be continuing, the Trustee may at all times, but only at the Direction of
Noteholders of a majority of the Outstanding Principal Balance of the Notes,
pursue any available remedy by proceeding at law or in equity to collect the
payment of principal of or interest on the Notes or to enforce the performance
of any provision of the Notes, this Indenture, the Servicing Agreement, the
MedPro Guarantee or the Pledge and Security Agreement or the other Transaction
Documents or the Manufacturing Agreement, including any of the following, to the
fullest extent permitted by law, subject to the receipt of such
Direction:
  (a)           The
Trustee may obtain the appointment of a Receiver of the Indenture Estate as
provided in Section 11.7 and the Issuer consents to and waives any right to
notice of such appointment.
  (b)           The
Trustee may, without notice to the Issuer and at such time as the Trustee in its
sole discretion may determine, exercise any or all of the Issuer’s rights in, to
and under or in any way connected with or related to any or all of the Indenture
Estate or the other Transaction Documents or the Manufacturing Agreement,
including (i) demanding and enforcing payment and performance of, and exercising
any or all of the Issuer’s rights and remedies with respect to the collection,
enforcement or prosecution of, any or all of the Indenture Estate (including the
Royalty Rights), in each case, by legal proceedings or otherwise, (ii) settling,
adjusting, compromising, extending, renewing, discharging and releasing any or
all of, and any legal proceedings brought to collect or enforce any or all of,
the Royalty Rights and otherwise under the Transaction Documents or the
Manufacturing Agreement and (iii) preparing, filing and signing the name of the
Issuer on (A) any proof of claim or similar document to be filed in any
bankruptcy or similar proceeding involving the Indenture Estate (including the
Royalty Rights), the Issuer or MedPro and (B) any notice of lien, assignment or
satisfaction of lien, or similar document in connection with the Indenture
Estate (including the Royalty Rights), the Issuer or MedPro.
  (c)           The
Trustee may, without notice except as specified herein, sell or cause the sale
of all or any part of the Indenture Estate in one or more parcels at public or
private sale, at any of the Trustee’s offices or elsewhere, for cash, on credit
or for future delivery, and upon such other terms as the Trustee may deem
commercially reasonable. The Issuer agrees that, to the extent notice of sale
shall be required by law, at least ten days’ notice to the Issuer of the time
and place of any public sale or the time after which any private sale is to be
made shall constitute reasonable notification.  The Trustee shall not
be obligated to make any sale of all or any part of the Indenture Estate
regardless of notice of sale having been given. The Trustee may adjourn any
public or private sale from time to time by announcement at the time and place
fixed therefor, and such sale may, without further notice, be made at the time
and place to which it was so adjourned.
  51
  (d)           The
Trustee may, instead of exercising the power of sale conferred upon it by
Section 4.3(c) and Applicable Law, proceed by a suit or suits at law or in
equity to foreclose the Security Interest and sell all or any portion of the
Indenture Estate under a judgment or a decree of a court or courts of competent
jurisdiction.
  (e)           The
Trustee may require the Issuer to, and the Issuer hereby agrees that it shall at
its expense and upon request of the Trustee, forthwith assemble all or part of
the Indenture Estate as directed by the Trustee and make it available to the
Trustee at a place to be designated by the Trustee that is reasonably convenient
to both parties.
  (f)           In
addition to the rights and remedies provided for in this Indenture, the Trustee
may exercise in respect of the Indenture Estate all the rights and remedies of a
secured party upon default under the UCC (whether or not the UCC applies to the
affected property included in the Indenture Estate) and under all other
Applicable Law.
  (g)           The
Trustee may maintain a proceeding even if it does not possess any of the Notes
or does not produce any of them in the proceeding.
  Section
4.4                                Limitation on
Suits.  Without limiting the provisions of Section 4.9 and the
final sentence of Section 11.4, no Noteholder shall have any right to institute
any proceeding, judicial or otherwise, with respect to this Indenture, the
MedPro Guarantee, the Pledge and Security Agreement or the Notes, for the
appointment of a receiver or trustee or for any other remedy hereunder,
unless:
  (a)           such
Noteholder has previously given written notice to the Trustee of a continuing
Event of Default;
  (b)           the
Noteholders of a majority of the Outstanding Principal Balance of the Notes make
a written request to the Trustee to pursue a remedy hereunder;
  (c)           such
Noteholder or Noteholders offer to the Trustee an indemnity reasonably
satisfactory to the Trustee against any costs, expenses and liabilities to be
incurred in complying with such request;
  (d)           the
Trustee does not comply with such request within 60 days after receipt of the
request and the offer of indemnity; and
  (e)           during
such 60-day period, Noteholders of a majority of the Outstanding Principal
Balance of the Notes do not give the Trustee a Direction inconsistent with such
request.
  52
  No one or
more Noteholders may use this Indenture to affect, disturb or prejudice the
rights of another Noteholder or to obtain or seek to obtain any preference or
priority not otherwise created by this Indenture and the terms of the Notes over
any other Noteholder or to enforce any right under this Indenture, except in the
manner herein provided.
  Section
4.5                                Waiver of Existing
Defaults.
  (a)           The
Trustee or the Noteholders of a majority of the Outstanding Principal Balance of
the Notes by written notice to the Trustee may waive any existing Default (or
Event of Default) hereunder and its consequences, except a Default (or Event of
Default) (i) in the payment of the interest on, and principal of, any Note or
(ii) in respect of a covenant or provision hereof which under Article IX cannot
be modified or amended without the consent of the Noteholder of each Note
affected thereby. Upon any such waiver, such Default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been cured for
every purpose of this Indenture, but no such waiver shall extend to any
subsequent or other Default (or Event of Default) or impair any right consequent
thereon.
  (b)           Any
written waiver of a Default or an Event of Default given by Noteholders to the
Trustee and the Issuer in accordance with the terms of this Indenture shall be
binding upon the Trustee and the other parties hereto. Unless such writing
expressly provides to the contrary, any waiver so granted shall extend only to
the specific event or occurrence which gave rise to the Default or Event of
Default so waived and not to any other similar event or occurrence which occurs
subsequent to the date of such waiver.
  Section
4.6                                Restoration of Rights and
Remedies.  If the Trustee or any Noteholder has instituted any
proceeding to enforce any right or remedy under this Indenture, and such
proceeding has been discontinued or abandoned for any reason or has been
determined adversely to the Trustee or such Noteholder, then in every such case
the Issuer, the Trustee and the Noteholders shall, subject to any determination
in such proceeding, be restored severally and respectively to their former
positions hereunder, and thereafter all rights and remedies of the Trustee and
the Noteholders shall continue as though no such proceeding has been
instituted.
  Section
4.7                                Remedies
Cumulative.  Each and every right, power and remedy herein
given to the Trustee specifically or otherwise in this Indenture shall be
cumulative and shall, to the extent permitted by law, be in addition to every
other right, power and remedy herein specifically given or now or hereafter
existing at law, in equity or by statute, and each and every right, power and
remedy whether specifically herein given or otherwise existing may be exercised
from time to time and as often and in such order as may be deemed expedient by
the Trustee, and the exercise or the beginning of the exercise of any power or
remedy shall not be construed to be a waiver of the right to exercise at the
same time or thereafter any other right, power or remedy. No delay or omission
by the Trustee in the exercise of any right, remedy or power or in the pursuance
of any remedy shall impair any such right, power or remedy or be construed to be
a waiver of any Default on the part of the Issuer or to be an
acquiescence.
  Section
4.8                                Authority of Courts Not
Required.  The parties hereto agree that, to the greatest
extent permitted by law, the Trustee shall not be obliged or required to seek or
obtain the authority of, or any judgment or order of, the courts of any
jurisdiction in order to exercise any of its rights, powers and remedies under
this Indenture, and the parties hereby waive any such requirement to the
greatest extent permitted by law.
  53
  Section
4.9                                Rights of Noteholders to
Receive Payment.  Notwithstanding any other provision of this
Indenture, the right of any Noteholder to receive payment of interest on, or
principal of, any Note on or after the respective due dates therefor expressed
in such Note, or to bring suit for the enforcement of any such payment on or
after such respective dates, shall not be impaired or affected without the
consent of such Noteholder.
  Section
4.10                                Trustee May File Proofs of
Claim.  The Trustee may file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee and of any Noteholder allowed in any judicial proceedings
relating to any obligor on the Notes, its creditors or its
property.
  Section
4.11                                Undertaking for
Costs.  All parties to this Indenture agree, and each
Noteholder by its acceptance hereof shall be deemed to have agreed, that, in any
suit for the enforcement of any right or remedy under this Indenture or in any
suit against the Trustee for any action taken or omitted by it as Trustee, a
court in its discretion may require the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys’ fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defense made by the party litigant. This Section
4.11 does not apply to a suit instituted by the Trustee, a suit instituted by
any Noteholder for the enforcement of the payment of interest or principal on
any Note on or after the respective due dates expressed in such Note or a suit
by a Noteholder or Noteholders of at least 10% of the Outstanding Principal
Balance of the Notes.
  Section
4.12                                Control by
Noteholders.  Subject to Section 4.2 and Section 4.4 and to the
rights of the Trustee hereunder, Noteholders of a majority of the Outstanding
Principal Balance of the Notes shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee
or exercising any trust or power conferred on the Trustee under this Indenture;
provided,
that:
  (a)           such
Direction shall not be in conflict with any rule of law or with this Indenture
and would not involve the Trustee in personal liability or expense;
  (b)           the
Trustee shall not determine that the action so directed would be unjustly
prejudicial to the Noteholders not taking part in such Direction;
and
  (c)           the
Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such Direction.
  Section
4.13                                Application of
Proceeds.  All cash proceeds received by the Trustee in respect
of any sale of, collection from or other realization upon all or any part of the
Indenture Estate, the MedPro Guarantee or the other Transaction Documents shall
be deposited in the Collection Account and distributed as provided in Article
III. Any surplus of such cash proceeds held by the Trustee and remaining after
payment in full of all Secured Obligations shall be paid over to the Issuer or
whomsoever may be lawfully entitled to receive such surplus as provided in
Section 3.7. Any amount received for any sale or sales conducted in accordance
with the terms of Section 4.3 shall to the extent permitted by Applicable Law be
deemed conclusive and binding on the Issuer and the Noteholders.
  54
  Section
4.14                                Waivers of Rights Inhibiting
Enforcement.  The Issuer waives (a) any claim that, as to any
part of the Indenture Estate, a public sale, should the Trustee elect so to
proceed with a private sale thereof, the mere fact that such a sale is a private
sale does not in and of itself, mean that such sale is not a commercially
reasonable method of sale for such part of the Indenture Estate, (b) the right
to assert in any action or proceeding between it and the Trustee offsets or
counterclaims that it may have, (c) except as otherwise provided in any of the
Transaction Documents, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE OR
JUDICIAL HEARING IN CONNECTION WITH THE TRUSTEE’S TAKING POSSESSION OR
DISPOSITION OF ANY OF THE INDENTURE ESTATE, INCLUDING ANY AND ALL PRIOR NOTICE
AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT THAT THE
ISSUER WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE U.S. OR
OF ANY STATE, AND ALL OTHER REQUIREMENTS AS TO THE TIME, PLACE AND TERMS OF SALE
OR OTHER REQUIREMENTS WITH RESPECT TO THE ENFORCEMENT OF THE TRUSTEE’S RIGHTS
HEREUNDER, (d) all rights of redemption, appraisement, valuation, stay and
extension or moratorium and (e) except as otherwise provided in any of the
Transaction Documents, all other rights the exercise of which would, directly or
indirectly, prevent, delay or inhibit the enforcement of any of the rights or
remedies under this Indenture or the absolute sale of the Indenture Estate, now
or hereafter in force under any Applicable Law, and the Issuer, for itself and
all who may claim under it, insofar as it or they now or hereafter lawfully may,
hereby waives the benefit of all such laws and rights.
  Section
4.15                                Security Interest
Absolute.  All rights of the Trustee and security interests
hereunder, and all obligations of the Issuer hereunder, shall be absolute and
unconditional irrespective of, and the Issuer hereby irrevocably waives any
defenses it may now have or may hereafter acquire in any way relating to, any or
all of the following:
  (a)           any
lack of validity or enforceability of any of the Transaction Documents or any
other agreement or instrument relating thereto (other than against the
Trustee);
  (b)           any
change in the time, manner or place of payment of, or in any other term of, all
or any of the Secured Obligations, or any other amendment or waiver of or any
consent to any departure from the Transaction Documents or any other agreement
or instrument relating thereto;
  (c)           any
taking, exchange, surrender, release or non-perfection of any Collateral or any
other collateral, or any release or amendment or waiver of or consent to any
departure from any guaranty, for all or any of the Secured
Obligations;
  55
  (d)           any
manner of application of any Collateral or any other collateral, or proceeds
thereof, to all or any of the Secured Obligations, or any manner of sale or
other disposition of any Collateral or any other collateral for all or any of
the Secured Obligations or any other obligations of the Issuer under or in
respect of the Transaction Documents or any other assets of the
Issuer;
  (e)           any
change, restructuring or termination of the limited liability company structure
or existence of the Issuer;
  (f)           the
failure of any other Person to execute this Indenture or any other agreement or
the release or reduction of liability of the Issuer or other grantor or surety
with respect to the Secured Obligations; or
  (g)           any
other circumstance (including any statute of limitations) or any existence of or
reliance on any representation by the Trustee that might otherwise constitute a
defense available to, or a discharge of, the Issuer.
  ARTICLE
V
  REPRESENTATIONS, WARRANTIES
AND COVENANTS
  Section
5.1                                Representations and
Warranties.  The Issuer represents and warrants to the Trustee
as follows which representations and warranties shall survive the execution and
delivery hereof:
  (a)           The
Issuer is a limited liability company created under the laws of the State of
Delaware, with full power and authority to conduct its business, and the Issuer
is not in liquidation or bankruptcy and has not taken any of the actions
described in Section 4.1(f).
  (b)           The
Issuer has not engaged in any activities since its organization (other than
those incidental to its organization and permitted by its organizational
documents, the execution of the Transaction Documents to which it is a party and
the activities referred to in or contemplated by such agreements), and the
Issuer has not paid any dividends or made any similar distributions since its
organization.
  (c)           The
creation of the Notes and the issuance, execution and delivery, and the
compliance by the Issuer with the terms, of the Notes and each of the other
Transaction Documents to which it is a party:
  (i)           do
not conflict with, result in a breach of any of the terms or provisions of or
constitute a default under the organizational documents of the Issuer or with
any existing law, rule or regulation applying to or affecting the Issuer or any
judgment, order or decree of any government, governmental body or court having
jurisdiction over the Issuer; and
  (ii)           do
not violate, or constitute a default under, any deed, indenture, agreement or
other instrument or obligation to which the Issuer is a party or by which it or
any part of its assets, property or revenues are bound.
  56
  (d)           The
creation, execution and issuance of the Notes, the execution and delivery by the
Issuer of the Transaction Documents executed by it and the performance by the
Issuer of its obligations hereunder and thereunder and the arrangements
contemplated hereby and thereby to be performed by it have been duly authorized,
executed and delivered by the Issuer.
  (e)           This
Indenture constitutes, and the other Transaction Documents to which it is a
party, when executed and delivered and, in the case of the Notes, when issued
and authenticated, will constitute, valid, legally binding and (subject to
general equitable principles, and laws relating to insolvency, liquidation,
reorganization and other laws of general application relating to creditors’
rights or claims or to laws of prescription or the concepts of materiality,
reasonableness, good faith and fair dealing) enforceable obligations of the
Issuer.
  (f)           There
exists no Event of Default nor any event which, had the Notes already been
issued, would constitute a Default or an Event of Default.
  (g)           Subject
to the Security Interests created in favor of the Trustee and except for
Permitted Encumbrances, there exists no Encumbrance over the assets of the
Issuer which ranks prior to or pari passu with the obligation to make payments
on the Notes.
  (h)           All
consents, approvals, authorizations or other orders of all Governmental
Authorities required (excluding any required by the other parties to the
Transaction Documents) for or in connection with the execution, delivery and
performance of the Transaction Documents by the Issuer and the issuance and
performance of the Notes and the offering of the Notes by the Issuer have been
obtained and are in full force and effect and are not contingent upon
fulfillment of any condition.  No consent of any Governmental
Authority or any other party (including directors, officers, members, managers
or creditors of the Issuer) is required that has not been obtained for the
pledge by the Issuer of the Collateral pursuant to this Indenture
  (i)           The
Issuer is not required to register as an “investment company” within the meaning
of the Investment Company Act of 1940, as amended.
  (j)           There
is no action, suit, investigation or proceeding pending or, to the knowledge of
the Issuer, threatened against the Issuer before any court or arbitrator or any
governmental body, agency or official which in any manner challenges or seeks to
prevent, enjoin, alter or materially delay the transactions contemplated by this
Indenture and the other Transaction Documents to which the Issuer is a
party.
  (k)           The
Issuer has no Subsidiaries.
  (l)           MedPro
is the sole Member of the Issuer.  The Issuer has never filed any Tax
return or report under any name other than its exact legal name.  The
Issuer is disregarded as an entity separate from its sole Member for U.S.
federal incomes tax purposes.
  (m)           The
Issuer is the sole legal and beneficial owner of the Royalty Rights, free and
clear of any Encumbrances other than Permitted Encumbrances.
  57
  (n)           It
is not necessary that this Indenture or any other Transaction Document (other
than evidences and perfection of the Security Interests) be filed, recorded or
enrolled by the Issuer with any court or other Governmental Authority in any
jurisdictions or that any stamp, registration or similar tax be paid by the
Issuer on or in relation to this Indenture or any of the other Transaction
Documents (other than filings of Uniform Commercial Code financing statements
set forth in Exhibit
K and the various consents and agreements, if any, pursuant
hereto).
  (o)           The
filing of financing statements under the UCC and other recordings, if any,
required to perfect a security interest in favor of the Trustee in the Royalty
Rights sold, transferred, conveyed, assigned, contributed and granted on the
Closing Date and the Collateral, including those specified in Exhibit K, if any,
have been or shall have been duly made by the Closing Date, and the Trustee has
or shall have the same rights as MedPro has or would have with respect to the
Royalty Rights (if MedPro were still the owner of such Royalty Rights) against
Greiner.  No other security agreement, financing statement or other
public notice with respect to all or any part of the Collateral (other than any
of the foregoing that is referenced in Exhibit B to the
Purchase and Sale Agreement or Exhibit K to
this Indenture or otherwise names the Trustee as secured party) is on file or of
record in any public office that perfects a valid security interest
therein.  This Indenture creates a valid security interest in the
Collateral securing the payment of the Secured Obligations.
  (p)           The
Issuer has determined, and by virtue of its entering into the transactions
contemplated hereby and its authorization, execution and delivery of this
Indenture and the other Transaction Documents to which it is party, that the
issuance of the Notes and the consummation of the transactions contemplated
hereby and thereby, and its incurrence of Indebtedness and other liability
hereunder or thereunder or contemplated hereby or thereby (i) is in its own best
interests, (ii) does not leave it unable to pay its debts as they become due in
the ordinary course of business, (iii) will not leave it with debts that cannot
be paid from the present saleable value of its property and (iv) will not render
it insolvent within the meaning of Section 101(32) of the United States
Bankruptcy Code or Section 271 of the New York Debtor and Creditor Law or leave
it with unreasonably small capital.
  (q)           No
material adverse change in the business, condition (financial or otherwise),
performance or properties of the Issuer has occurred since its date of
formation.
  (r)           No
step has been taken or is intended by the Issuer or, so far as it is aware, any
other Person for the winding-up, liquidation, dissolution, administration,
merger or consolidation or for the appointment of a receiver or administrator of
the Issuer or all or any of its assets.
  (s)           The
Issuer has not assigned or pledged any of its right, title or interest in the
Collateral to anyone other than the Trustee.
  (t)           The
representations and warranties made by the Issuer in any of the other
Transaction Documents to which it is a party are true and accurate as of the
date made.
  58
  Section
5.2                                Covenants.  The
Issuer covenants with the Trustee that, so long as any Notes are Outstanding, it
will perform and comply with each of the following covenants and not engage in
any activity prohibited by this Indenture without the prior written consent of
the Trustee (acting at the Direction of the Note holders of a majority of the
Outstanding Principal Balance of the Notes) authorizing the Issuer not to
perform any such covenants or to engage in any such activity prohibited by this
Indenture, in each case on such terms and conditions, if any, as shall be
specified in such prior written consent:
  (a)           Except
as expressly permitted by this Indenture, the Issuer shall not take any action,
whether orally or in writing, which would amend, waive, modify, supplement,
restate, cancel or terminate or discharge or prejudice the validity or
effectiveness of any Transaction Document, or permit any party to any such
document to be released from such obligations.
  (b)           The
Issuer shall not, directly or indirectly, (i) declare or pay any dividend or
make any distribution on its Stock, whether in cash, property, securities or a
combination thereof, to MedPro or any owner of a beneficial interest in the
Issuer or otherwise with respect to any ownership of its Stock, except that the
Issuer may distribute to MedPro the balance, if any, Wing Reserve Account in
accordance with Section 3.4(c) and all or any portion of any amounts transferred
to the Issuer pursuant to Section 3.7(a)(xi), (ii) purchase, redeem, retire or
otherwise acquire for value any shares of Stock of the Issuer or any of its
Affiliates, (iii) make any payment of principal or interest on the Notes or make
any voluntary or optional redemption, repurchase, defeasance or other
acquisition or retirement for value of, or make any deposit (including the
payment of amounts into a sinking fund or other similar fund) with respect to,
Indebtedness of the Issuer other than in accordance with the Notes and this
Indenture or (iv) make any loan or advance to a Person, any purchase or other
acquisition of any beneficial interest, capital stock, warrants, rights,
options, obligations or other securities of such Person, any capital
contribution to such Person or any other investment in such Person (other than
Eligible Investments and investments permitted under Section
5.2(f)).
  (c)           The
Issuer shall not (and shall not consent to MedPro taking any action that would)
incur or suffer to exist any Encumbrance over or with respect to any of the
Issuer’s assets, other than any Permitted Encumbrance.
  (d)           The
Issuer shall not incur, create, issue, assume, Guarantee or otherwise become
liable for or with respect to, or become responsible for, the payment of or
performance of, contingently or otherwise, whether present or future (in any
such case, to “Incur”),
Indebtedness; provided, however, that the
Issuer may Incur Indebtedness in respect of the Notes.
  (e)           The
Issuer shall not liquidate or dissolve, consolidate with, merge with or into, or
sell, convey, transfer, lease or otherwise dispose of the Royalty Rights or all
or any material portion of its other property and assets to, or purchase or
otherwise acquire all or substantially all of the assets of, any other Person,
or permit any other Person to merge with or into, or consolidate or otherwise
combine with, the Issuer.
  59
  (f)           The
Issuer shall not, directly or indirectly, issue, deliver or sell, or consent to
issue, deliver or sell, any actual, contingent, future or executory membership
interests, limited liability company interests, beneficial interests or other
equity or ownership interests (however designated, whether voting or non-voting,
except for any additional Stock of the Issuer issued to MedPro, provided that such
additional Stock is pledged to the Trustee pursuant to the Pledge and Security
Agreement, and provided, further that the
Issuer shall not accept any capital contributions from MedPro after the Closing
Date except for contributions of funds deposited into the Capital Account, which
may be used only as provided in Section 3.1(g).
  (g)           Except
as otherwise provided in the LLC Operating Agreement, the Issuer shall not
engage in any business or activity other than purchasing, holding and pledging
the Royalty Rights, collecting the Royalty Payments, exercising its rights under
and remaining a party to the Transaction Documents, issuing the Notes, and
engaging in the other activities described or referred to in the Private
Placement Memorandum.
  (h)           The
Issuer shall not, directly or indirectly, enter into, renew or extend any
transaction (including the purchase, sale, lease or exchange of property or
assets, or the rendering of any service) with any Affiliate of the Issuer,
except upon fair and reasonable terms no less favorable to the Issuer than could
be obtained, at the time of such transaction or at the time of the execution of
the agreement providing therefor, in a comparable arm’s-length transaction with
a Person that is not such an Affiliate. The parties expressly agree that each
Transaction Document satisfies the provisions of this Section
5.2(h).
  (i)           The
Issuer shall not take any action to become subject to any proceeding of the type
described in Section 4.1(f) or (g).  The Issuer shall promptly provide
the Trustee with written notice of the institution of any proceeding by or
against the Issuer seeking to adjudicate it a bankrupt or insolvent, or seeking
liquidation, winding-up, reorganization, arrangement, adjustment, protection,
relief or composition of its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking the entry of an
order for relief or the appointment of a receiver, trustee or other similar
official for it or for any substantial part of its property. The Issuer shall
not take any action to waive, repeal, amend, vary, supplement or otherwise
modify its organizational documents in a manner that would adversely affect the
rights, remedies, privileges or preferences of any Noteholder, the Collateral or
the Royalty Rights.  The Issuer shall not, without an affirmative
written resolution of all of the Members and the unanimous consent of all of the
Managers (including the Independent Manager), take any action to waive, repeal,
amend, vary, supplement or otherwise modify any provision of the LLC Operating
Agreement that requires unanimous written consent of the Members or the Managers
or limits the actions of MedPro with respect to voluntary insolvency proceedings
or consents to involuntary proceedings.  The Issuer shall comply with,
and cause compliance with, its certificate of formation and the LLC Operating
Agreement.
  (j)           The
Issuer shall duly and punctually pay the principal and interest on the Notes in
accordance with the terms of this Indenture and the Notes; provided, that the
Issuer shall be in compliance with this covenant if it pays in full by the next
succeeding Payment Date any Interest Amount on the Notes (including Additional
Interest thereon) that became due and was not paid on any Payment Date, other
than the Final Maturity Date.
  60
  (k)           The
Issuer shall not employ any employees other than as required by any provisions
of local law [or as contemplated by the LLC Operating Agreement]; provided, that the
Members, the Manager and Service Providers shall not be deemed to be employees
for purposes of this Section 5.2(k).
  (l)           During
any period in which the Issuer is not subject to Section 13 or 15(d) of the
Exchange Act, the Issuer shall make available to any Noteholder or Beneficial
Holder in connection with any sale of any or all of its Notes and any
prospective purchaser of such Notes from such Noteholder or Beneficial Holder
the information required by Rule 144A(d)(4) under the Securities
Act.
  (m)           The
Issuer shall not enter into any new agreement in respect of the Royalty Rights
or the Product or exercise or waive any right or option, fail to exercise any
right or option or grant any consent in respect of the Royalty Rights or the
Product in any manner that would, in each case, materially adversely affect the
Issuer, the Issuer’s rights under the Purchase and Sale Agreement or the rights
and interests of the Trustee and the Noteholders with respect thereto or the
Noteholders or conflict with or cause an Event of Default under, or breach of
this Indenture or any other Transaction Document.
  (n)           The
Issuer shall at all times enforce its rights and remedies under the Purchase and
Sale Agreement and the Servicing Agreement in a timely and commercially
reasonable manner; provided, that, following the occurrence and continuation of
a Default or an Event of Default, the Issuer shall give written notice to the
Trustee on behalf of the Noteholders of any contemplated enforcement of such
rights and remedies and will follow any commercially reasonable direction of the
Trustee at the Direction of Noteholders of a majority of the Outstanding
Principal Balance of the Notes.
  (o)           The
Issuer shall maintain its existence separate and distinct from any other Person
in all material respects, including taking the following actions, as
appropriate:
  (i)           maintaining
in full effect its existence, rights and franchises as a Delaware limited
liability company and obtaining and preserving its qualification to do business
in each jurisdiction in which such qualification is or will be necessary to
protect the validity and enforceability of this Indenture and each other
instrument or agreement necessary or appropriate to properly administer this
Indenture and permit and effectuate the transactions contemplated hereby and
thereby;
  (ii)           maintaining
its own deposit accounts, separate from those of MedPro, any of its directors or
officers and their respective Affiliates;
  (iii)           conducting
no material transactions between the Issuer and any of its Affiliates, other
than entering into and performing the Transaction Documents to which it is
party;
  61
  (iv)           allocating
fairly and reasonably the cost of any shared overhead expenses, including office
space, with MedPro, any of its directors or officers or any of their respective
Affiliates;
  (v)           conducting
its affairs separately from those of MedPro, any of its directors or officers or
any of their respective Affiliates and maintaining accurate and separate books,
records and accounts and financial statements, including in connection with the
purchase of the Royalty Rights from MedPro; it being agreed that performance
under the Transaction Documents will not result in the Issuer’s contravening
this Section 5.2(p)(v);
  (vi)           acting
solely in its own name and not that of any other Person, including MedPro, any
of its directors or officers or any of their respective Affiliates, and at all
times using its own stationery, invoices and checks separate from those of
MedPro, any of its directors or officers or any of their respective
Affiliates;
  (vii)           not
holding itself out as having agreed to pay or guarantee, or as otherwise being
liable for, the obligations of MedPro, any of its directors or officers or any
of their respective Affiliates;
  (viii)         insuring
that any financial reports prepared by the Issuer disclose the effects of the
sale of the Royalty Rights from MedPro and any of its Affiliates in compliance
with GAAP;
  (ix)           maintaining
all of its assets in its own name and not commingling its assets with those of
any other Person except as required under the Transaction
Documents;
  (x)           paying
its own operating expenses and other liabilities out of its own
funds;
  (xi)           paying
(or causing to be paid) all of its Taxes owed by it except to the extent being
challenged in good faith;
  (xii)           observing
all formalities required by the LLC Operating Agreement;
  (xiii)          maintaining
adequate capital for the normal obligations reasonably foreseeable in light of
its contemplated business operations;
  (xiv)          not
acquiring obligations of MedPro, any of its directors or officers or any of
their respective Affiliates except as required under the Transaction
Documents;
  (xv)           holding
itself out to the public as a legal entity separate and distinct from any other
Person, including MedPro or any Affiliate of MedPro;
  62
  (xvi)          correcting
any known misunderstanding regarding its separate identity;
  (xvii)         not
forming, acquiring or holding any subsidiaries; and
  (xviii)       not
sharing any common logo with or identifying itself as a department or division
of MedPro, any of its directors or officers or any of their respective
Affiliates.
  (p)           The
Issuer will not enter into any agreement prohibiting the ability of the Trustee
or any Noteholder to amend or otherwise modify any Transaction Document; provided, that the
foregoing prohibition shall not apply to restrictions contained in any
Transaction Document.
  (q)           The
Issuer will not change, amend or alter its exact legal name at any time except
following 30 days’ written notice given by the Issuer to the
Trustee.
  (r)           The
Issuer will not assign or pledge any of its right, title or interest in the
Collateral hereby assigned to anyone other than the Trustee.
  (s)           The
Issuer agrees that, at any time and from time to time, at the Issuer’s expense,
the Issuer will promptly and duly execute and deliver or cause to be duly
executed and delivered any and all such further instruments and documents, and
take all further action, that may be necessary, in order to perfect the security
interest in the Collateral and to carry out the provisions of this Indenture or
to enable the Trustee to exercise and enforce its rights and remedies hereunder
with respect to any Collateral.  The Issuer also agrees that, at any
time and from time to time, at the Issuer’s expense, the Issuer will file (or
cause to be filed) such UCC continuation statements and such other instruments
or notices as may be necessary, including UCC financing statements or amendments
thereto, in order to perfect and preserve the security interests and other
rights granted or purported to be granted to the Trustee hereby.  The
Issuer agrees that a carbon, photographic or other reproduction of any financing
statement covering the Collateral or any part thereof shall be sufficient as a
financing statement where permitted by Applicable Law.
  (t)           The
Issuer will cause the Trustee, Registrar and Paying Agent to maintain in the
Borough of Manhattan, The City of New York, an office or agency where Notes may
be presented or surrendered for payment, where Notes may be surrendered for
registration of transfer, exchange or purchase and where notices and demands to
or upon the Issuer in respect of the Notes and this Indenture may be
served.  Each of the Corporate Trust Office and each office or agency
of the Trustee in the Borough of Manhattan, The City of New York shall initially
be one such office or agency for all of the aforesaid purposes.  The
Issuer shall give prompt written notice to the Trustee of the location, and of
any change in the location, of any such office or agency (other than a change in
the location of the office of the Trustee).  If at any time the Issuer
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the address of the Trustee set
forth in Section 11.5.  The Issuer may also from time to time
designate one or more other offices or agencies where the Notes may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however,
that no such designation or rescission shall in any manner relieve the Issuer of
its obligation to maintain an office or agency in the Borough of Manhattan, The
City of New York, for such purposes.
  63
  (u)           The
Issuer shall maintain its status as an entity that is disregarded as separate
from MedPro for U.S. federal income tax purposes.
  Section
5.3                                Reports and Other
Deliverables by the Issuer.
  (a)           The
Issuer shall furnish to the Trustee, within 120 days after the end of each
fiscal year, commencing with the fiscal year ending December 31, 2010, a brief
certificate from a Responsible Officer of the Issuer as to his or her knowledge
of the Issuer’s compliance with all of its obligations under this Indenture (it
being understood that, for purposes of this Section 5.3, such compliance shall
be determined without regard to any period of grace or requirement of notice
provided under this Indenture but shall reflect any interest paid on the Notes
by the next succeeding Payment Date as contemplated by the proviso to Section
5.2(j)).
  (b)           The
Issuer shall deliver written notice to the Trustee of the occurrence of (i) any
Default or Event of Default under this Indenture and (ii) any of the events
described in Section [6.3(e)] of the Purchase and Sale Agreement promptly and in
any event within five Business Days of the Manager becoming aware of such
Default, Event of Default, event or situation.
  (c)           The
Issuer shall deliver to Servicer, the Trustee and the Noteholder copies of all
materials that the Issuer receives from MedPro pursuant to Section 6.3 of the
Purchase and Sale Agreement promptly and in any event within five Business Days
of the receipt of such materials; provided, that, subject to Section 5.3(d), the
Issuer shall only deliver such materials to the Trustee to the extent such
materials do not contain Confidential Information of Greiner.
  (d)           Within
120 days after the beginning of each fiscal year commencing with the fiscal year
beginning January 1, 2011, the Issuer shall furnish to the Trustee an opinion of
its legal counsel, which opinion shall state whether there are any actions to be
taken, including any financing statements to be filed in any office, within the
period of 12 full consecutive calendar months following the date of such opinion
in order to continue the perfection of the security interests granted under the
Transaction Documents or to continue the effectiveness of any financing
statements filed in connection with the Transaction Documents as of the date
hereof.  Notwithstanding Section 5.3(c), the Issuer shall furnish
Confidential Information of Greiner to the Trustee for distribution to
Noteholders to the extent such distribution is permitted by Section
6.2.
  ARTICLE
VI
  THE
TRUSTEE
  64
  Section
6.1                                Acceptance of Trusts and
Duties.  Except during the continuance of an Event of Default,
the Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture, and no implied covenants or
obligations shall be read into this Indenture against the Trustee. The duties
and responsibilities of the Trustee shall be as provided by the Trust Indenture
Act (as if the Trust Indenture Act applied to this Indenture) and as set forth
herein. The Trustee accepts the trusts hereby created and applicable to it and
agrees to perform the same but only upon the terms of this Indenture and the
Trust Indenture Act and agrees to receive and disburse all moneys received by it
in accordance with the terms hereof. The Trustee, in its individual capacity and
as Trustee, acknowledges and agrees that the Confidential Information includes
confidential information of Greiner and is subject to the confidentiality
provisions of this Indenture, including the limitations on transfers of the
Notes and Beneficial Interests and on sales of the Collateral, and that Greiner
is an express third party beneficiary of such confidentiality provisions. The
Trustee in its individual capacity shall not be answerable or accountable under
any circumstances except for its own willful misconduct or negligence or breach
of any of its representations or warranties set forth herein, and the Trustee
shall not be liable for any action or inaction of the Issuer or any other
parties to any of the Transaction Documents. Any amounts received by or due to
the Trustee under this Indenture, including the fees, out-of-pocket expenses and
indemnities of the Trustee, shall be Expenses of the Issuer.
  Section
6.2                                Copies of Documents and
Other Notices.
  (a)           The
Trustee, upon written request, shall furnish to each requesting Noteholder
included on the Approved Holder List, promptly upon receipt thereof, duplicates
or copies of all reports, Notices, requests, demands, certificates, financial
statements and other instruments furnished to the Trustee under this Indenture;
provided, that
no Confidential Information shall be furnished to a Noteholder pursuant to this
Section 6.2(a) unless (i) Noteholders of not less than 10% of the Outstanding
Principal Balance of the Notes have requested such information, (ii) such
Noteholder shall have entered into a Supplemental Confidentiality Agreement and
delivered such executed Supplemental Confidentiality Agreement to the Registrar
and (iii) an Event of Default shall have occurred and be
continuing.
  (b)           The
Trustee shall furnish to Noteholders included on the Approved Holder List and
Servicer promptly after receipt thereof a copy of the notice of any dispute
between MedPro and Greiner in respect of the Manufacturing Agreement it receives
from MedPro as contemplated by Section 6.1(g) of the Purchase and Sale
Agreement.
  Section
6.3                                Representations and
Warranties.  The Trustee does not make and shall not be deemed
to have made any representation or warranty as to the validity, legality or
enforceability of this Indenture, the Notes or any other document or instrument
or as to the correctness of any statement contained in any thereof, except that
the Trustee in its individual capacity hereby represents and warrants to the
Issuer and to each Secured Party as follows:
  (a)           The
Trustee is a national banking association and is validly existing and in good
standing under the laws of the United States of America, and is duly authorized
and licensed under applicable law to conduct its business as presently
conducted.
  65
  (b)           The
Trustee has all requisite right, power and authority to execute and deliver this
Indenture and its related documents and to perform all of its duties as Trustee
hereunder and thereunder.
  (c)           The
execution and delivery by the Trustee of this Indenture and the other
Transaction Documents to which it is a party, and the performance by the Trustee
of its duties hereunder and thereunder, have been duly authorized by all
necessary corporate proceedings, and no further approvals or filings, including
any governmental approvals, are required for the valid execution and delivery by
the Trustee, or the performance by the Trustee, of this Indenture and such other
Transaction Documents to which it is a party.
  (d)           The
execution, delivery and performance by the Trustee of this Indenture and the
other Transaction Documents to which it is a party (i) do not violate any
provision of any law or regulation governing it or any order, writ, judgment or
decree of any court, arbitrator or Governmental Authority applicable to it or
any of its assets and (ii) do not violate any provision of its corporate charter
or by-laws.
  (e)           The
execution, delivery and performance by the Trustee of this Indenture and the
other Transaction Documents to which it is a party, do not require the
authorization, consent or approval of, the giving of notice to, the filing or
registration with, or the taking of any action in respect of, any governmental
authority governing the banking and trust powers of the Trustee.
  (f)           The
Trustee has duly executed and delivered this Indenture and each other
Transaction Document to which it is a party, and each of this Indenture and each
such other Transaction Document constitutes the legal, valid and binding
obligation of the Trustee in accordance with its terms, except as (i) such
enforceability may be limited by bankruptcy, insolvency, reorganization and
similar laws relating to or affecting the enforcement of creditors’ rights
generally and (ii) the availability of equitable remedies may be limited by
equitable principles of general applicability.
  Section
6.4                                Reliance; Agents; Advice of
Counsel.  The Trustee shall incur no liability to anyone acting
upon any signature, instrument, notice, resolution, request, consent, order,
certificate, report, opinion, bond or other document or paper believed by it to
be genuine and believed by it to be signed by the proper party or parties. The
Trustee may accept a copy of a resolution of, in the case of the Issuer, the
Manager and, in the case of any other party to any Transaction Document, the
governing body of such Person, certified in an accompanying Officer’s
Certificate as duly adopted and in full force and effect, as conclusive evidence
that such resolution has been duly adopted and that the same is in full force
and effect. As to any fact or matter the manner of ascertainment of which is not
specifically described herein, the Trustee shall be entitled to receive and may
for all purposes hereof conclusively rely on a certificate, signed by an officer
of any duly authorized Person, as to such fact or matter, and such certificate
shall constitute full protection to the Trustee for any action taken or omitted
to be taken by it in good faith in reliance thereon. To the extent not otherwise
specifically provided herein, the Trustee shall assume, and shall be fully
protected in assuming, that the Issuer is authorized by its constitutional
documents to enter into this Indenture and to take all action permitted to be
taken by it pursuant to the provisions hereof and shall not be required to
inquire into the authorization of the Issuer with respect thereto. To the extent
not otherwise specifically provided herein, the Trustee shall furnish to
Servicer upon written request such information and copies of such documents as
the Trustee may have and as are necessary for Servicer to perform its duties
under Article II and Article III or otherwise.
  66
  The
Trustee shall not be liable for any action it takes or omits to take in good
faith that it believes to be authorized or within its rights or powers or for
any action it takes or omits to take in accordance with the Direction of the
Noteholders in accordance with Section 4.12 relating to the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this
Indenture.
  The
Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys or a custodian or
nominee, and the Trustee shall not be responsible for any misconduct or
negligence on the part of, or for the supervision of, any such agent, attorney,
custodian or nominee appointed with due care by it hereunder.
  The
Trustee may consult with counsel as to any matter relating to this Indenture and
any Opinion of Counsel or any advice of such counsel shall be full and complete
authorization and protection in respect of any action taken or suffered or
omitted by it hereunder in good faith and in accordance with such advice or
Opinion of Counsel.
  The
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture, or to institute, conduct or defend any
litigation hereunder or in relation hereto, at the request, order or Direction
of any of the Noteholders, pursuant to the provisions of this Indenture, unless
such Noteholders shall have offered to the Trustee security or indemnity
reasonably satisfactory to it against the costs, expenses and liabilities which
may be incurred therein or thereby.
  The
Trustee shall not be required to expend or risk its own funds or otherwise incur
any financial liability in the performance of any of its duties hereunder, or in
the exercise of any of its rights or powers, if there is reasonable ground for
believing that the repayment of such funds or indemnity satisfactory to it
against such risk or liability is not reasonably assured to it, and none of the
provisions contained in this Indenture shall in any event require the Trustee to
perform, or be responsible or liable for the manner of performance of, any
obligations of the Issuer or Servicer under this Indenture or any of the other
Transaction Documents.
  The
Trustee shall not be liable for any Losses or Taxes (except for Taxes relating
to any compensation, fees or commissions of any entity acting in its capacity as
Trustee hereunder) or in connection with the selection of Eligible Investments
or for any investment losses resulting from Eligible Investments.
  When the
Trustee incurs expenses or renders services in connection with an Event of
Default specified in Section 4.1(e) or Section 4.1(f), such expenses (including
the fees and expenses of its counsel) and the compensation for such services are
intended to constitute expenses of administration under any bankruptcy law or
law relating to creditors’ rights generally.
  67
  The
Trustee shall not be charged with knowledge of an Event of Default unless a
Responsible Officer of the Trustee obtains actual knowledge of such event or has
received written notice of such event from the Issuer, Servicer or Noteholders
of not less than 10% of the Outstanding Principal Balance of the
Notes.
  The
Trustee shall have no duty to monitor the performance of the Issuer, Servicer or
any other party to the Transaction Documents, nor shall it have any liability in
connection with the malfeasance or nonfeasance by such parties.
  Whenever
in the administration of the provisions of this Indenture the Trustee shall deem
it necessary or desirable that a matter be proved or established prior to taking
or suffering any action to be taken hereunder, such matter (unless other
evidence in respect thereof be herein specifically prescribed) may, in the
absence of gross negligence or bad faith on the part of the Trustee, be deemed
to be conclusively proved and established by a certificate signed by a
Responsible Officer of the Issuer and delivered to the Trustee, and such
certificate, in the absence of gross negligence or bad faith on the part of the
Trustee, shall be full warrant to the Trustee for any action taken, suffered or
omitted by it under the provisions of this Indenture upon the faith
thereof.
  Except as
provided expressly hereunder, the Trustee shall have no obligation to invest and
reinvest any cash held in the Accounts in the absence of timely and specific
written investment direction by or on behalf of the Issuer. In no event shall
the Trustee be liable for the selection of investments or for investment losses
incurred thereon. The Trustee shall have no liability in respect of losses
incurred as a result of the liquidation of any investment prior to its stated
maturity or the failure of the Issuer to provide timely written investment
direction.
  When the
Trustee incurs expenses after the occurrence of a Default specified in Section
4.1 with respect to the Issuer, if the surviving entity has failed to honor such
obligation, the expenses are intended to constitute expenses of administration
under any insolvency law or under Title 11 of the United States
Code.
  Section
6.5                                Not Acting in Individual
Capacity.  The Trustee acts hereunder solely as trustee unless
otherwise expressly provided, and all Persons, other than the Noteholders to the
extent expressly provided in this Indenture, having any claim against the
Trustee by reason of the transactions contemplated hereby shall look, subject to
the lien and priorities of payment as herein provided, only to the property of
the Issuer for payment or satisfaction thereof
  Section
6.6                                Compensation of
Trustee.  The Trustee agrees that it shall have no right
against the Noteholders or, except as provided in Section 3.5(a) or Section
3.7(a), the property of the Issuer, for any fee as compensation for its services
hereunder. The Issuer shall pay to the Trustee from time to time such
compensation as is agreed between the two parties. The compensation shall be
paid to the Trustee as provided in Section 3.5(a) and Section
3.7(a).
  68
  Section
6.7                                Notice of
Defaults.  As promptly as practicable after, and in any event
within 30 days after, the occurrence of any Default hereunder, the Trustee shall
transmit by mail to the Issuer and the Noteholders, in accordance with Section
313(c) of the Trust Indenture Act, notice of such Default hereunder actually
known to a Responsible Officer of the Trustee, unless such Default shall have
been cured or waived; provided, however, that, except in the case of a Default
on the payment of the interest or principal on any Note, the Trustee shall be
fully protected in withholding such notice if and so long as a trust committee
of Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interests of the Noteholders.
  Section
6.8                                May Hold
Notes.  The Trustee, any Paying Agent, the Registrar or any of
their Affiliates or any other agent in their respective individual or any other
capacity may become the owner or pledgee of the Notes and, subject to Sections
310(b) and 311 of the Trust Indenture Act, may otherwise deal with the Issuer
with the same rights it would have if it were not the Trustee, Paying Agent,
Registrar or such other agent.
  Section
6.9                                Corporate Trustee Required;
Eligibility.  There shall at all times be a Trustee which shall
be eligible to act as a trustee under Section 310(a) of the Trust Indenture Act
and shall meet the Eligibility Requirements. If such corporation publishes
reports of conditions at least annually, pursuant to law or to the requirements
of any federal, state, foreign, territorial or District of Columbia supervising
or examining authority, then, for the purposes of this Section 6.9, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of conditions so
published.
  In case
at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 6.9 to act as Trustee, the Trustee shall resign
immediately as Trustee in the manner and with the effect specified in Section
7.1.
  Section
6.10                                Reports by the
Trustee.  Within 60 days after May 15 of each year commencing
with the first full calendar year following the issuance of the Notes, the
Trustee shall, if required by Section 313(a) of the Trust Indenture Act,
transmit to the Noteholders, as provided in Section 313(c) of the Trust
Indenture Act, a brief report describing, among other things, any changes in
eligibility and qualifications of the Trustee.
  Section
6.11                                Calculation
Agent.  The Trustee shall act as the Calculation Agent
hereunder. Subject to the approval of the Issuer and Noteholders of a majority
of the Outstanding Principal Balance of the Notes, another Person may become the
Calculation Agent on such terms as shall be approved by them. To the extent not
otherwise specifically provided herein, the Trustee shall furnish to the
Calculation Agent, and the Calculation Agent shall furnish to the Trustee, upon
written request such information and copies of such documents as the Trustee or
the Calculation Agent may have and as are necessary for the Calculation Agent
and the Trustee to perform their respective duties under Article III or
otherwise.
  Section
6.12                                Pledge and Security
Agreement.  The Trustee shall enter into the Pledge and
Security Agreement with MedPro on the Closing Date and shall hold the collateral
pledged thereunder as part of the Indenture Estate. The provisions of this
Article VI shall apply to the Trustee’s exercise of rights and remedies under
the Pledge and Security Agreement, mutatis mutandis.
  69
  Section
6.13                                Supplemental Confidentiality
Agreements.  The Registrar shall retain copies of all
Supplemental Confidentiality Agreements received pursuant to Section 6.2. The
Issuer shall have the right to inspect and make copies of all such Supplemental
Confidentiality Agreements at any reasonable time upon the giving of reasonable
written notice to the Registrar. Forms of Supplemental Confidentiality
Agreements will be available to Noteholders, Agent Members and Beneficial
Holders initially at the Corporate Trust Office. Each such Supplemental
Confidentiality Agreement shall be delivered to the Registrar promptly upon
execution by the parties thereto. The Registrar shall, within two Business Days
of receipt of any such executed Supplemental Confidentiality Agreement, furnish
a copy of such executed Supplemental Confidentiality Agreement to the Trustee,
the Issuer and Servicer and shall send additional copies of any such
Supplemental Confidentiality Agreements to the Issuer and Servicer from time
from time on written request from such Person.
  Section
6.14                                Custody of the
Collateral.  The Trustee shall hold such of the Indenture
Estate as constitutes investment property through a securities intermediary,
which securities intermediary shall agree with the Trustee that (a) such
investment property shall at all times be credited to a securities account of
the Trustee, (b) such securities intermediary shall treat the Trustee as
entitled to exercise the rights that comprise each financial asset credited to
such securities account, (c) all property credited to such securities account
shall be treated as a financial asset, (d) such securities intermediary shall
comply with entitlement orders originated by the Trustee without the further
consent of any other Person, (e) such securities intermediary will not agree
with any Person other than the Trustee to comply with entitlement orders
originated by such other Person, (f) such securities account and the property
credited thereto shall not be subject to any lien, security interest or right of
set-off in favor of such securities intermediary or anyone claiming through it
(other than the Trustee) and (g) such agreement shall be governed by the laws of
the State of New York. Except as permitted by this Section 6.14, the Trustee
shall not hold any part of the Indenture Estate through an agent or a
nominee.
  Section
6.15                                Preservation and Disclosure
of Noteholder Lists.  The Registrar shall preserve, in as
current a form as is reasonably practicable, all information as to the names and
addresses of the Noteholders received by it. At any time when a default or an
Event of Default has occurred and is continuing, in case either (a) three or
more Noteholders that have executed and delivered to the Registrar a
Confidentiality Agreement or (b) one or more Noteholders of at least 25% of the
Outstanding Principal Balance of the Notes that have executed and delivered to
the Registrar a Confidentiality Agreement (in each case, “Applicants”) apply in
writing to the Registrar and furnish to the Registrar reasonable proof that each
such Applicant has owned a Note for a period of at least three months preceding
the date of such application, and such application states that the Applicants
desire to communicate with other Noteholders with respect to their rights under
this Indenture or under the Notes and such application is accompanied by a copy
of the form of proxy or other communication which such Applicants propose to
transmit, then the Registrar shall, within five Business Days after the receipt
of such application, inform such Applicants as to the approximate number of
Noteholders whose names and addresses appear in such information and as to the
approximate cost of mailing to such Noteholders the form of proxy or other
communication, if any, specified in such application. The Registrar shall, upon
the written request of such Applicants, mail to each Noteholder whose name and
address appears in such information a copy of the form of proxy or other
communication which is specified in such request, with reasonable promptness
after a tender to the Registrar of the material to be mailed and of payment, or
provision for the payment, of the reasonable expenses of mailing. Each and every
Noteholder, by receiving and holding the same, agrees with the Issuer and the
Registrar that neither the Registrar nor any agent of the Issuer or the
Registrar shall be held accountable by reason of mailing any material pursuant
to a request made under this Section 6.15.
  70
  Section
6.16                                Compliance with Applicable
Anti-Terrorism and Anti-Money Laundering Regulations.  In order
to comply with Applicable Laws in effect from time to time applicable to banking
institutions, including those relating to the funding of terrorist activities
and money laundering, the Trustee is required to obtain, verify and record
certain information relating to Persons that maintain a business relationship
with the Trustee.  Accordingly, the Issuer agrees to provide to the
Trustee upon its request from time to time such identifying information and
documentation as may be available for the Issuer in order to enable the Trustee
to comply with such Applicable Laws.
  Section
6.17                                Jurisdiction of
Trustee.  Each of the Issuer and the Trustee agrees that the
State of New York shall be the Trustee’s jurisdiction for purposes of Sections
8-110, 9-304 and 9-305 of the UCC.
  ARTICLE
VII
  SUCCESSOR
TRUSTEES
  Section
7.1                                Resignation and Removal of
Trustee.  The Trustee may resign at any time without cause by
giving at least 30 days’ prior written notice to the Issuer, Servicer and the
Noteholders. Noteholders of a majority of the Outstanding Principal Balance of
the Notes may at any time remove the Trustee without cause, with the consent of
the Issuer (such consent not to be unreasonably withheld) if no Event of Default
shall have occurred and be continuing, by an instrument in writing delivered to
the Issuer, Servicer and the Trustee being removed. In addition, the Issuer may
remove the Trustee if (a) such Trustee fails to comply with Section 310 of the
Trust Indenture Act after written request therefor by the Issuer or the
Noteholders who have been bona fide Noteholders for at least six months, (b)
such Trustee fails to comply with Section 7.2(c) or any other provision hereof,
(c) such Trustee is adjudged a bankrupt or an insolvent, (d) a receiver or
public officer takes charge of such Trustee or its property or (e) such Trustee
becomes incapable of acting. References to the Trustee in this Indenture include
any successor Trustee appointed in accordance with this Article VII. Any
resignation or removal of the Trustee pursuant to this Section 7.1 shall not be
effective until a successor Trustee shall have been duly appointed and vested as
Trustee pursuant to Section 7.2.
  Section
7.2                                Appointment of
Successor.
  (a)           In
the case of the resignation or removal of the Trustee under Section 7.1, the
Issuer shall promptly appoint a successor Trustee; provided, that the
Noteholders of a majority of the Outstanding Principal Balance of the Notes may
appoint, within one year after such resignation or removal, a successor Trustee
which may be other than the successor Trustee appointed by the Issuer, and such
successor Trustee appointed by the Issuer shall be superseded by the successor
Trustee so appointed by the Noteholders. If a successor Trustee shall not have
been appointed and accepted its appointment hereunder within 60 days after the
Trustee gives notice of resignation, the retiring Trustee, the Issuer, Servicer
or a majority of the Outstanding Principal Balance of the Notes may petition any
court of competent jurisdiction for the appointment of a successor Trustee. Any
successor Trustee so appointed by such court shall immediately and without
further act be superseded by any successor Trustee appointed as provided in the
first sentence of this paragraph within one year from the date of the
appointment by such court.
  71
  (b)           Any
successor Trustee, however appointed, shall execute and deliver to the Issuer,
Servicer and the predecessor Trustee an instrument accepting such appointment,
and thereupon such successor Trustee, without further act, shall become vested
with all the estates, properties, rights, powers, duties and trusts of such
predecessor Trustee hereunder in the trusts hereunder applicable to it with like
effect as if originally named the Trustee herein; provided, that, upon
the written request of such successor Trustee, such predecessor Trustee shall,
upon payment of all amounts due and owing to it, execute and deliver an
instrument transferring to such successor Trustee, upon the trusts herein
expressed applicable to it, all the estates, properties, rights, powers and
trusts of such predecessor Trustee, and such predecessor Trustee shall duly
assign, transfer, deliver and pay over to such successor Trustee all moneys or
other property then held by such predecessor Trustee hereunder solely for the
benefit of the Notes.
  (c)           Each
Trustee shall be an Eligible Institution and shall meet the Eligibility
Requirements, if there be such an institution willing, able and legally
qualified to perform the duties of a Trustee hereunder.
  (d)           Any
Person into which the Trustee may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any Person to which all
or substantially all of the corporate trust business of the Trustee (including
the administration of the trust created by this Indenture) may be transferred,
shall, subject to the terms of Section 7.2(c), be the Trustee under this
Indenture without further act.
  ARTICLE
VIII
  INDEMNITY
  Section
8.1                                Indemnity.  The
Issuer shall indemnify and defend the Trustee (and its officers, directors,
managers, employees and agents) for, and hold it harmless from and against, and
reimburse the Trustee for, any loss, liability or expense incurred by it without
bad faith, gross negligence or willful misconduct on its part in connection with
the acceptance or administration of this Indenture and its performance of its
duties under this Indenture and the Notes or any other Transaction Documents to
which the Trustee is a party, including the costs and expenses of defending
itself against any claim or liability and of complying with any process served
upon it or any of its officers in connection with the exercise or performance of
any of its powers or duties, and hold it harmless against any loss, liability or
reasonable expense incurred without bad faith, gross negligence or willful
misconduct on its part, arising out of or in connection with actions taken or
omitted to be taken in reliance on any Officer’s Certificate furnished
hereunder, or the failure to furnish any such Officer’s Certificate required to
be furnished hereunder. The Trustee shall notify the Issuer promptly of any
claim asserted against the Trustee for which it may seek indemnity; provided, however, that failure
to provide such notice shall not invalidate any right to indemnity hereunder.
The Issuer shall defend any such claim and the Trustee shall cooperate in the
defense thereof.  The Trustee may have separate counsel and the Issuer
shall pay the reasonable fees and expenses of one separate outside counsel for
the Trustee. The Issuer need not pay for any settlements made without its
consent; provided, that such
consent shall not be unreasonably withheld or delayed. The Issuer need not
reimburse any expense or provide any indemnity against any loss, liability or
expense incurred by the Trustee through bad faith, gross negligence or willful
misconduct.
  72
  Section
8.2                                Noteholders’
Indemnity.  The Trustee shall be entitled, subject to such
Trustee’s duty during a Default to act with the required standard of care, to be
indemnified by the Noteholders before proceeding to exercise any right or power
under this Indenture at the request or Direction of such
Noteholders.
  Section
8.3                                Survival.  The
provisions of Section 8.1 and Section 8.2 shall survive the termination of this
Indenture or the earlier resignation or removal of the Trustee.
  ARTICLE
IX
  MODIFICATION
  Section
9.1                                Modification with Consent of
Noteholders.  With the consent of Noteholders of a majority of
the Outstanding Principal Balance of the Notes on the date of any vote or act of
such Noteholders, the Issuer, when authorized by a Manager Resolution, may amend
or modify this Indenture, the Notes, the Pledge and Security Agreement, the
Purchase and Sale Agreement, the Bill of Sale, the MedPro Guarantee or the
Servicing Agreement or to consent to the amendment or modification of the Pledge
and Security Agreement, the Purchase and Sale Agreement, the Bill of Sale, the
MedPro Guarantee or the Servicing Agreement (or the waiver of any provision
thereof) or the Notes. However, no amendment or modification of this Indenture,
the Notes, the Pledge and Security Agreement or the MedPro Guarantee may,
without the consent of Noteholders of 100% of the Outstanding Principal Balance
of the Notes affected thereby:
  (a)           reduce
the percentage of Noteholders required to take or approve any action hereunder
or thereunder;
  (b)           reduce
the amount or change the time of payment of any amount owing or payable with
respect to the Notes or change the rate of interest or change the manner of
calculation of interest payable with respect to the Notes;
  (c)           alter
or modify in a manner adverse to the Noteholders the provisions with respect to
the Collateral for the Notes or the MedPro Guarantee or the Pledge and Security
Agreement or the manner of payment or the order of priorities in which payments
or distributions hereunder will be made as between the Noteholders of such Notes
and the Issuer or as among the Noteholders; or
  73
  (d)           consent
to any assignment of the Issuer’s rights to a party other than the Trustee for
the benefit of the Noteholders;
  provided, that the
Noteholders of a majority of the Outstanding Principal Balance of the Notes, by
written notice to the Trustee, may waive any Default or Event of Default
pursuant to Section 4.5.
  It shall
not be necessary for the consent of the Noteholders under this Section 9.1 to
approve the particular form of any proposed amendment or waiver, but it shall be
sufficient if such consent approves the substance thereof.  Any such
modification approved by the required Noteholders will be binding on all
Noteholders and each party to this Indenture.
  After an
amendment under this Section 9.1 becomes effective, the Issuer or, at the
direction of the Issuer, the Trustee shall mail to the Noteholders a notice
briefly describing such amendment. Any failure of the Issuer or the Trustee to
mail such notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any such amendment.
  After an
amendment under this Section 9.1 becomes effective, it shall bind every
Noteholder, whether or not notation thereof is made on any Note held by such
Noteholder.
  Section
9.2                                Modification Without Consent
of Noteholder.  The Trustee may agree, without the consent of
any Noteholder:
  (a)           to
evidence the succession of a successor to the Trustee, the removal of the
Trustee or the appointment of any separate or additional trustee or trustees and
to define the rights, powers, duties and obligations conferred upon any such
separate trustee or trustees or co-trustees;
  (b)           to
correct, confirm or amplify the description of any property at any time subject
to the lien of this Indenture or to convey, transfer, assign, mortgage or pledge
any property to or with the Trustee;
  (c)           to
cure any ambiguity in, correct or supplement any defective or inconsistent
provision of this Indenture, the Notes, the Purchase and Sale Agreement, the
Bill of Sale, the Servicing Agreement, the MedPro Guarantee or the Pledge and
Security Agreement, in any manner that will not, in the judgment of the Trustee,
adversely affect the interests of the Noteholders;
  (d)           to
grant or confer upon the Trustee for the benefit of the Noteholders any
additional rights, remedies, powers, authority or security which may be lawfully
granted or conferred and which are not contrary or inconsistent with this
Indenture;
  74
  (e)           to
add to the covenants or agreements to be observed by the Issuer, which are not
contrary to this Indenture, or to add Events of Default for the benefit of the
Noteholders;
  (f)           to
comply with the requirements of the SEC or any regulatory body or any applicable
law, rules or regulations; or
  (g)           to
effect any indenture supplemental hereto or any other amendment, modification,
supplement, waiver or consent with respect to this Indenture, the Notes, the
Purchase and Sale Agreement, the Bill of Sale, the Servicing Agreement, the
MedPro Guarantee or the Pledge and Security Agreement; provided, that such
indenture supplemental hereto, amendment, modification, supplement, waiver or
consent will not adversely affect the interests of the Noteholders as confirmed
in an Officer’s Certificate of the Issuer and the Trustee.
  After an
amendment under this Section 9.2 becomes effective, the Issuer or, at the
direction of the Issuer, the Trustee shall mail to the Noteholders a notice
briefly describing such amendment and a copy of such amendment. Any failure of
the Issuer or the Trustee to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such
amendment.
  After an
amendment under this Section 9.2 becomes effective, it shall bind every
Noteholder, whether or not notation thereof is made on any Note held by such
Noteholder.
  Section
9.3                                Execution of Amendments by
Trustee.  In executing, or accepting the additional trusts
created by, any amendment or modification to this Indenture permitted by this
Article IX or the modifications thereby of the trusts created by this Indenture,
the Trustee shall be entitled to receive, and shall be fully protected in
relying upon, an Officer’s Certificate and an Opinion of Counsel stating that
the execution of such amendment is authorized or permitted by this Indenture.
The Trustee may, but shall not be obligated to, enter into any such amendment
which affects the Trustee’s own rights, duties or immunities under this
Indenture or otherwise.
  Section
9.4                                Conformity with Trust
Indenture Act.  Every indenture supplemental hereto pursuant to
this Article IX shall conform to the requirements of the Trust Indenture Act as
then in effect.
  ARTICLE
X
  DISCHARGE OF
INDENTURE
  Section
10.1                                Discharge of
Indenture.
  (a)           When
(i) all outstanding Secured Obligations have been satisfied and the Issuer
delivers to the Trustee all Outstanding Notes (other than Notes replaced
pursuant to Section 2.8) for cancellation or (ii) all Outstanding Notes have
become due and payable, whether at maturity or otherwise, and the Issuer
irrevocably deposits in the Collection Account funds sufficient to pay all
remaining Trustee Expenses and Other Expenses accrued and payable through such
date and to pay all principal and interest on outstanding Notes at maturity or
earlier acceleration (including any Incremental Interest Payment), and if in
either case the Issuer pays all other sums payable hereunder by the Issuer, then
this Indenture shall, subject to Section 10.1(b), cease to be of further effect
and the security interest granted to the Trustee hereunder in the Collateral and
the Indenture Estate shall terminate. The Trustee shall acknowledge satisfaction
and discharge of this Indenture, and file all UCC termination statements and
similar documents prepared by the Issuer, on demand of the Issuer accompanied by
an Officer’s Certificate and an Opinion of Counsel, at the cost and expense of
the Issuer, to the effect that any conditions precedent to a discharge of this
Indenture have been met.
  75
  (b)           Notwithstanding
Section 10.1(a), the Issuer’s obligations in Section 8.1 and the Trustee’s
obligations in Section 11.13 shall survive the satisfaction and discharge of
this Indenture.
  ARTICLE
XI
  MISCELLANEOUS
  Section
11.1                                Right of Trustee to
Perform.  If the Issuer for any reason fails to observe or
punctually to perform any of its obligations to the Trustee, whether under this
Indenture, under any of the other Transaction Documents or otherwise, the
Trustee shall have the power (but shall have no obligation), on behalf of or in
the name of the Issuer or otherwise, to perform such obligations or cause
performance of such obligations and to take any steps which the Trustee may, in
its absolute discretion, consider appropriate with a view to remedying, or
mitigating the consequences of, such failure by the Issuer, in which case the
reasonable expenses of the Trustee, including the fees and expenses of its
counsel, incurred in connection therewith shall be payable by the Issuer under
Section 8.1; provided, that no
exercise or failure to exercise this power by the Trustee shall in any way
prejudice the Trustee’s other rights under this Indenture or any of the other
Transaction Documents.
  Section
11.2                                Waiver.  Any
waiver by any party of any provision of this Indenture or any right, remedy or
option hereunder shall only prevent and estop such party from thereafter
enforcing such provision, right, remedy or option if such waiver is given in
writing and only as to the specific instance and for the specific purpose for
which such waiver was given. The failure or refusal of any party hereto to
insist in any one or more instances, or in a course of dealing, upon the strict
performance of any of the terms or provisions of this Indenture by any party
hereto or the partial exercise of any right, remedy or option hereunder shall
not be construed as a waiver or relinquishment of any such term or provision,
but the same shall continue in full force and effect. No failure on the part of
the Trustee to exercise, and no delay on its part in exercising, any right or
remedy under this Indenture will operate as a waiver thereof, nor will any
single or partial exercise of any right or remedy preclude any other or further
exercise thereof or the exercise of any other right or remedy. The rights and
remedies provided in this Indenture are cumulative and not exclusive of any
rights or remedies provided by law.
  Section
11.3                                Severability.  In
the event that any provision of this Indenture or the application thereof to any
party hereto or to any circumstance or in any jurisdiction governing this
Indenture shall, to any extent, be invalid or unenforceable under any applicable
statute, regulation or rule of law, then such provision shall be deemed
inoperative to the extent that it is invalid or unenforceable, and the remainder
of this Indenture, and the application of any such invalid or unenforceable
provision to the parties, jurisdictions or circumstances other than to whom or
to which it is held invalid or unenforceable, shall not be affected thereby nor
shall the same affect the validity or enforceability of this Indenture. The
parties hereto further agree that the holding by any court of competent
jurisdiction that any remedy pursued by the Trustee hereunder is unavailable or
unenforceable shall not affect in any way the ability of the Trustee to pursue
any other remedy available to it.
  76
  Section
11.4                                Restrictions on Exercise of
Certain Rights.  The Trustee may sue for recovery or take any
other steps for the purpose of recovering any of the obligations hereunder or
any other debts or liabilities whatsoever owing to it by the Issuer. Each of the
Noteholders shall at all times be deemed to have agreed by virtue of the
acceptance of the Notes that only the Trustee, except as provided in Section
4.4, may take any steps for the purpose of procuring the appointment of an
administrative receiver, examiner, receiver or similar officer or the making of
an administration order or for instituting any bankruptcy, reorganization,
arrangement, insolvency, winding-up, liquidation, composition, examination or
any like proceedings under Applicable Law.
  Section
11.5                                Notices.  All
notices, demands, certificates, requests, directions, instructions and
communications hereunder (“Notices”) shall be in
writing and shall be effective (a) upon receipt when sent through the mails,
registered or certified mail, return receipt requested, postage prepaid, with
such receipt to be effective the date of delivery indicated on the return
receipt, (b) upon receipt when sent by an overnight courier, (c) on the date
personally delivered to an authorized officer of the party to which sent, (d) on
the date transmitted by legible telecopier transmission with a confirmation of
receipt or (e) in the case of reports under Article III and any other report
which is of a routine nature, on the date sent by first class mail or overnight
courier or transmitted by legible telecopier transmission, in all cases, with a
copy emailed to the recipient at the applicable address, addressed to the
recipient as follows:
  if to the
Issuer, to:
  MedPro
Investments, LLC
 c/o
MedPro Safety Products, Inc.
 817
Winchester Road
 Lexington,
Kentucky  40505
 Attention:  Marc
T. Ray
 Telephone:  859-225-5375
 Facsimile:  859-225-5347
 Email:  mray@medprosafety.com
 
 if to
MedPro, to:
  MedPro
Safety Products, Inc.
 817
Winchester Road
 Lexington,
Kentucky  40505
 Attention:  Marc
T. Ray
 Telephone:  859-225-5375
 Facsimile:  859-225-5347
 Email:  mray@medprosafety.com
  77
 
 if to
Servicer, to:
 
 MedPro
Safety Products, Inc.
 817
Winchester Road
 Lexington,
Kentucky  40505
 Attention:  Marc
T. Ray
 Telephone:  859-225-5375
 Facsimile:  859-225-5347
 Email:  mray@medprosafety.com
 
 If to
Greiner, to:
 Helene
Restrepo
 Greiner
Bio-One GmbH
 Bad
Haller Straße 32
 A-4550
Kremsmünster
 Austria
 Telephone:  011
43 7583 6791-0
 Facsimile:  011
43 7583 6318
 Email:  Helene.Restrepo@gbo.com
 
 if to the
Trustee, the Registrar, the Paying Agent or the Calculation Agent,
to:
  U.S. Bank
National Association
 One
Federal Street, 3rd
Floor
 Boston,
Massachusetts  02110
 Attention:  Corporate
Trust Services (MedPro Investments)
 Telephone:  (617)
603-6553
 Facsimile:  (617)
603-6683
  A copy of
each notice given hereunder to any party hereto shall also be given to each of
the other parties hereto. Each party hereto may, by notice given in accordance
herewith to each of the other parties hereto, designate any further or different
address to which subsequent Notices shall be sent; provided, however, in the case
of Greiner, such notice may be given by Servicer.
  Section
11.6                                Assignments.  This
Indenture shall be a continuing obligation of the Issuer and shall (a) be
binding upon the Issuer and its successors and assigns and (b) inure to the
benefit of and be enforceable by the Trustee and by its successors, transferees
and assigns. The Issuer may not assign any of its obligations under this
Indenture or delegate any of its duties hereunder.
  Section
11.7                                Indebtedness.  The
Issuer has entered into this Indenture, and the Notes will be issued with the
intention that, for federal, state and local income, single business and
franchise tax purposes, the Notes will qualify as indebtedness.  The
Issuer, by entering into this Indenture, and each Noteholder or Beneficial
Holder agree to treat the Notes as indebtedness for all such
purposes.
  78
  Section
11.8                                Application to
Court.  The Trustee may at any time after the service of an
Acceleration Notice apply to any court of competent jurisdiction for an order
that the terms of this Indenture be carried into execution under the direction
of such court and for the appointment of a Receiver of the Collateral or any
part thereof and for any other order in relation to the administration of this
Indenture as the Trustee shall deem fit, and it may assent to or approve any
application to any court of competent jurisdiction made at the instigation of
any of the Noteholders and shall be indemnified by the Issuer against all costs,
charges and expenses incurred by it in relation to any such application or
proceedings.
  Section
11.9                                GOVERNING
LAW.  THIS INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT
REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW OTHER THAN SECTION
5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.
  Section
11.10                                Jurisdiction.
  (a)           Each
of the parties hereto agrees that the U.S. federal and State of New York courts
located in the Borough of Manhattan, The City of New York shall have
jurisdiction to hear and determine any suit, action or proceeding, and to settle
any disputes, which may arise out of or in connection with this Indenture and,
for such purposes, submits to the jurisdiction of such courts. Each of the
parties hereto waives any objection which it might now or hereafter have to the
U.S. federal or State of New York courts located in the Borough of Manhattan,
The City of New York being nominated as the forum to hear and determine any
suit, action or proceeding, and to settle any disputes, which may arise out of
or in connection with this Indenture and agrees not to claim that any such court
is not a convenient or appropriate forum. Each of the parties hereto has
irrevocably designated, appointed and empowered the respective Persons named in
Exhibit C as
its designee, appointee and agent to receive, accept and acknowledge for and on
its behalf, and its properties, assets and revenues, service of any and all
legal process, summons, notices and documents that may be served in any suit,
action or proceeding brought against such party in any United States or state
court arising out of or relating to this Indenture or the Notes. If for any
reason any such designee, appointee and agent hereunder shall cease to be
available to act as such, such party agrees to designate a new designee,
appointee and agent in the Borough of Manhattan, The City of New York on the
terms and for the purposes of this Section 11.9 satisfactory to such other
party. Each party further hereby irrevocably consents and agrees to the service
of any and all legal process, summons, notices and documents in any suit, action
or proceeding against such party by serving a copy thereof upon the relevant
agent for service of process referred to in this Section 11.9 (whether or not
the appointment of such agent shall for any reason prove to be ineffective or
such agent shall accept or acknowledge such service) or by mailing copies
thereof by registered or certified mail, postage prepaid, to such party at its
address specified in or designated pursuant to this Indenture. Each party agrees
that the failure of any such designee, appointee and agent to give any notice of
such service to it shall not impair or affect in any way the validity of such
service or any judgment rendered in any action or proceeding based thereon.
Nothing herein shall in any way be deemed to limit the ability of the Issuer or
the Trustee and the Noteholders, as the case may be, to serve any such legal
process, summons, notices and documents in any other manner permitted by
applicable law or to obtain jurisdiction over such party or bring suits, actions
or proceedings against such party in such other jurisdictions, and in such
manner, as may be permitted by applicable law.
  79
  (b)           The
submission to the jurisdiction of the courts referred to in Section 11.9(a)
shall not (and shall not be construed so as to) limit the right of the Trustee
to take proceedings against the Issuer in any other court of competent
jurisdiction, nor shall the taking of proceedings in any one or more
jurisdictions preclude the taking of proceedings in any other jurisdiction,
whether concurrently or not.
  (c)           Each
of the parties hereto hereby consents generally in respect of any legal action
or proceeding arising out of or in connection with this Indenture to the giving
of any relief or the issue of any process in connection with such action or
proceeding, including the making, enforcement or execution against any property
whatsoever (irrespective of its use or intended use) of any order or judgment
which may be made or given in such action or proceeding.
  (d)           If,
for the purpose of obtaining a judgment or order in any court, it is necessary
to convert a sum due hereunder to any Noteholder from U.S. dollars into another
currency, the Issuer has agreed, and each Noteholder by holding a Note will be
deemed to have agreed, to the fullest extent that they may effectively do so,
that the rate of exchange used shall be that at which, in accordance with normal
banking procedures, such Noteholder could purchase U.S. dollars with such other
currency in the Borough of Manhattan, The City of New York on the Business Day
preceding the day on which final judgment is given.
  (e)           The
obligation of the Issuer in respect of any sum payable by it to a Noteholder
shall, notwithstanding any judgment or order in a currency other than U.S.
dollars (the “Judgment
Currency”), be discharged only to the extent that, on the Business Day
following receipt by such Noteholder of such security of any sum adjudged to be
so due in the Judgment Currency, such Noteholder may in accordance with normal
banking procedures purchase U.S. dollars with the Judgment
Currency.  If the amount of U.S. dollars so purchased is less than the
sum originally due to such Noteholder in the Judgment Currency (determined in
the manner set forth in Section 12.9(c)), the Issuer agrees, as a separate
obligation and notwithstanding any such judgment, to indemnify such Noteholder
against such loss, and, if the amount of the U.S. dollars so purchased exceeds
the sum originally due to such Noteholder, such Noteholder agrees to remit to
the Issuer such excess, provided that such Noteholder shall have no obligation
to remit any such excess as long as the Issuer shall have failed to pay such
Noteholder any obligations due and payable under the Notes of such Noteholder,
in which case such excess may be applied to such obligations of the Issuer under
such Notes in accordance with the terms thereof.  The foregoing
indemnity shall constitute a separate and independent obligation of the Issuer
and shall continue in full force and effect notwithstanding any such judgment or
order as aforesaid.
  80
  (f)           EACH
OF THE PARTIES HERETO IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN CONNECTION WITH THIS
INDENTURE OR ANY MATTER ARISING HEREUNDER.
  Section
11.11                                Counterparts.  This
Indenture may be executed in one or more counterparts by the parties hereto, and
each such counterpart shall be considered an original and all such counterparts
shall constitute one and the same instrument.
  Section
11.12                                Table of Contents and
Headings.  The Table of Contents and headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part hereof and shall in no way modify or
restrict any of the terms or provisions hereof.
  Section
11.13                                Trust Indenture
Act.  This Indenture shall not be qualified under the Trust
Indenture Act and shall not be subject to the provisions of the Trust Indenture
Act, although it shall incorporate such provisions for ease of
reference.
  Section
11.14                                Confidential Information of
Greiner.  The Trustee, in its individual capacity and as
Trustee, agrees and acknowledges that all Confidential Information provided to
the Trustee by MedPro is considered to be proprietary and confidential
information of Greiner.  The Trustee agrees to take all reasonable
precautions necessary to keep the Confidential Information confidential, which
precautions shall be no less stringent than those which the Trustee employs to
protect its own confidential information. The Trustee shall not disclose to any
third party other than as set forth herein, and shall not use for any purpose
other than the exercise of the Trustee’s rights and the performance of its
obligations under this Indenture, any Confidential Information without the prior
written consent of Greiner, as the case may be. In addition, the Trustee agrees
to be bound by the provisions of Article 8 of the Manufacturing Agreement (as
set out in Exhibit
J) to the extent it receives Confidential Information pursuant to Section
5.3of this
Indenture or Section 4.1 of the Servicing Agreement. The Trustee shall limit
access to Confidential information received hereunder to (a) its directors,
officers, managers and employees and (b) its legal advisors, to each of whom
disclosure of Confidential Information is necessary for the purposes described
above; provided, however, that in each
case, such party has expressly agreed to maintain such Confidential Information
in confidence under terms and conditions substantially identical to the terms of
this Section 11.13.
  The
Trustee agrees that Greiner has no responsibility whatsoever for any reliance on
Confidential Information by the Trustee or by any Person to whom the
Confidential Information is disclosed in connection with this Indenture, whether
related to the purposes described above or otherwise. Without limiting the
generality of the foregoing, the Trustee agrees that Greiner makes no
representation or warranty whatsoever to it with respect to Confidential
Information or its suitability for such purposes.  The Trustee further
agrees that it shall not acquire any rights against Greiner or any employee,
officer, director, manager, representative or agent of Greiner (together with
Greiner, “Confidential
Parties”) as a result of the disclosure of Confidential Information to
the Trustee or to any Noteholder or Beneficial Holder and that no Confidential
Party has any duty, responsibility, liability or obligation to any Person as a
result of any such disclosure.
  81
  In the
event the Trustee is required to disclose any Confidential Information received
hereunder in order to comply with any laws, regulations or court orders, it may
disclose such Confidential Information only to the extent necessary for such
compliance; provided, however, that it
shall give Greiner and the Issuer reasonable advance written notice of any such
court proceeding in which such disclosure may be required pursuant to a court
order so as to afford Greiner a full and fair opportunity to oppose the issuance
of such order and to appeal therefrom and shall cooperate reasonably with
Greiner in opposing such order and in securing confidential treatment of any
Confidential Information to be disclosed and/or obtaining a protective order
narrowing the scope of such disclosure.
  The
Trustee agrees that Greiner is an express third-party beneficiary of the
provisions of this Section 11.13.
  Each of
the Calculation Agent and the Registrar agrees to be bound by this Section 11.13
to the same extent as the Trustee.
  [SIGNATURE
PAGE FOLLOWS]
  82
   IN
WITNESS WHEREOF, the parties hereto have executed this Indenture as of the date
first written above.
  MEDPRO INVESTMENTS,
      LLCBy:
                /s/ Marc
      T. RayName:
      Marc T. RayTitle:   Manager
  U.S. BANK NATIONAL ASSOCIATION,as TrusteeBy:
                /s/ David
      W. DoucetteName:
      David W. DoucetteTitle:
      Vice President
  Signature Page tothe
Indenture
  
  EXHIBIT
A
  FORM
OF NOTE
  [INSERT
THE APPLICABLE LEGEND(S) SET FORTH IN SECTION 2.2]
  MEDPRO
INVESTMENTS, LLC
  MedPro
Investments Senior Secured 14% Notes Due 2016
 
  No.
_________ CUSIP: _________
  U.S.[$___________]
  MEDPRO
INVESTMENTS, LLC, a limited liability company organized under the laws of the
State of Delaware (herein referred to as the “Issuer”), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal amount of ______________________________ Dollars
($______________________) on or before October 30, 2016 (the “Final Maturity Date”)
and to pay interest quarterly in arrears on the Outstanding Principal Balance
hereof at a rate per annum equal to 14% (the “Stated Rate of
Interest”), from the date hereof until the Outstanding Principal Balance
hereof is paid or duly provided for; provided, that the
Stated Rate of Interest may be increased by seventy-five hundredths of a percent
(0.75%) during certain periods of time as further described in the Indenture (as
defined below); provided, further, that after
the occurrence and during the continuance of a Default or an Event of Default,
the Outstanding Principal Balance hereof shall accrue interest at the Default
Rate.
  Interest
on this Note will be payable quarterly in arrears on January 30, April 30, July
30 and October 30 (each a “Payment Date”) of
each year, commencing October 30, 2010.  Interest on this Note will be
calculated on the basis of a 360 day year consisting of twelve thirty day months
(except that the initial interest accrual period will commence on the Closing
Date and end on, but exclude, the first Payment Date).  If the
Available Collections Amount on any Payment Date on or prior to January 30, 2013
are insufficient to pay all of the interest required to be paid in cash on such
Payment Date, then any funds in the Reserve Account and, to the extent set forth
in the Indenture (as defined below), the Capital Account will be used to pay
such shortfall.  Interest not paid on any Payment Date shall be
payable in full not later than the immediately succeeding Payment Date, together
with Additional Interest on the amount of unpaid interest from the Payment Date
on which such interest was due until the date on which such interest is paid,
compounded quarterly, until paid. If such shortfall (and interest thereon) is
not paid in full by the succeeding Payment Date, then an Event of Default under
the Indenture will occur.
  This Note
also evidences the right to receive the Incremental Interest Payment as further
provided under the Indenture.
  A-1
  This Note
is a duly authorized issue of Notes of the Issuer, designated as its “MedPro
Investments Senior Secured 14% Notes Due 2016”, issued under the Indenture dated
as of September 1, 2010 (as amended, restated, supplemented or otherwise
modified from time to time in accordance with the terms thereof, the “Indenture”), between
the Issuer and U.S. Bank National Association, as trustee (including any
successor appointed in accordance with the terms of the Indenture, the “Trustee”). All
capitalized terms used in this Note and not defined herein shall have the
respective meanings assigned to such terms in the Indenture. Reference is made
to the Indenture and all indentures supplemental thereto for a statement of the
respective rights and obligations thereunder of the Issuer, the Trustee and the
Noteholders. This Note is subject to all terms of the Indenture.
  The
Issuer will pay the Outstanding Principal Balance of this Note on or prior to
the Final Maturity Date on the Payment Dates and in the amounts specified in the
Indenture, as further provided in Section 3.7 of the Indenture, subject to the
availability of the Available Collections Amount therefor after making payments
entitled to priority under Section 3.7 of the Indenture.
  The
Interest Amount payable on each Payment Date shall be paid as set forth in
Section 3.7 of the Indenture.
  The
maturity of this Note is subject to acceleration upon the occurrence and during
the continuance of the Events of Default specified in the
Indenture.
  Without
the consent of Noteholders of 100% of the Outstanding Principal Balance of the
Notes, the Issuer shall not be permitted to optionally redeem, repurchase,
defease, acquire, retire, refinance or otherwise pay or repay the Notes prior to
the Final Maturity Date.
  Any
amount of interest on this Note that is not paid when due shall, to the fullest
extent permitted by applicable law, bear interest (“Additional Interest”)
at an interest rate per annum equal to the Stated Rate of Interest from the date
when due until such amount is paid or duly provided for, compounded quarterly
and payable on the next succeeding Payment Date, subject to the availability of
the Available Collections Amount therefor after making payments entitled to
priority under Section 3.7 of the Indenture.
  This Note
is and will be secured by the Collateral pledged as security therefor as
provided in the Indenture and the other Transaction Documents.  This
Note is guaranteed by MedPro pursuant to the MedPro Guarantee.
  Subject
to and in accordance with the terms of the Indenture, there will be distributed
quarterly from the Collection Account on each Payment Date commencing on October
30, 2010, to the Person in whose name this Note is registered at the close of
business on the Record Date with respect to such Payment Date, in the manner
specified in Section 3.7 of the Indenture, such Person’s pro rata share (based
on the aggregate percentage of the Outstanding Principal Balance of the Notes
held by such Person) of the aggregate amount distributable to all Noteholders on
such Payment Date.
  A-2
  All
amounts payable in respect of this Note shall be payable in U.S. dollars in the
manner provided in the Indenture to the Noteholder hereof on the Record Date
relating to such payment. The final payment with respect to this Note, however,
shall be made only upon presentation and surrender of this Note by the
Noteholder or its agent at the Corporate Trust Office or agency of the Trustee
or Paying Agent. At such time, if any, as this Note is issued in the form of one
or more Definitive Notes, payments on a Payment Date shall be made by check
mailed to each Noteholder of such a Definitive Note on the applicable Record
Date at its address appearing on the Register maintained with respect to the
Notes. Alternatively, upon application in writing to the Trustee, not later than
the applicable Record Date, by a Noteholder, any such payments shall be made by
wire transfer to an account designated by such Noteholder at a financial
institution in New York City. The final payment with respect to any such
Definitive Note, however, shall be made only upon presentation and surrender of
such Definitive Note by the Noteholder or its agent at the Corporate Trust
Office or agency of the Trustee or Paying Agent. Notwithstanding the foregoing,
payments in respect of this Note issued in the form of a Global Note (including
principal and interest) shall be made by wire transfer of immediately available
funds to the account specified by DTC. Any reduction in the Outstanding
Principal Balance of this Note (or any one or more predecessor Notes) effected
by any payments made on any Payment Date shall be binding upon all future
Noteholders of this Note and of any Note issued upon the registration of
transfer of, in exchange or in lieu of this Note, whether or not noted
hereon.
  The
Noteholder of this Note agrees, by acceptance hereof, to pay over to the Trustee
any money (including principal and interest) paid to it in respect of this Note
in the event that the Trustee, acting in good faith, determines subsequently
that such monies were not paid in accordance with the priority of payment
provisions of the Indenture or as a result of any other mistake of fact or law
on the part of the Trustee in making such payment.
  This Note
is issuable only in registered form. A Noteholder or Beneficial Holder may
transfer this Note or a Beneficial Interest herein only by delivery of a written
application to the Registrar stating the name of the proposed transferee, a
Confidentiality Agreement duly executed and delivered to the Registrar by such
transferee and otherwise complying with the terms of the Indenture. No such
transfer shall be effected until, and such transferee shall succeed to the
rights of a Noteholder only upon, final acceptance and registration of the
transfer by the Registrar in the Register. When this Note is presented to the
Registrar with a request to register the transfer or to exchange it for an equal
principal amount of Notes of other authorized denominations, the Registrar shall
register the transfer or make the exchange as requested if its requirements for
such transactions are met (including, in the case of a transfer, that such Note
is duly endorsed or accompanied by a written instrument of transfer in form
satisfactory to the Trustee and Registrar duly executed by the Noteholder
thereof or by an attorney who is authorized in writing to act on behalf of the
Noteholder and that the transferee has executed and delivered to the Registrar a
Confidentiality Agreement). No service charge shall be made for any registration
of transfer or exchange of this Note, but the party requesting such new Note or
Notes may be required to pay a sum sufficient to cover any transfer tax or
similar governmental charge payable in connection therewith. This Note may not
be transferred to any Person engaged in the business of developing,
manufacturing or marketing biotechnology, diagnostics, pharmaceutical, medicine,
and in vitro diagnostics  products, or any Affiliate of such a
Person.
  A-3
  Prior to
the registration of transfer of this Note, the Issuer and the Trustee may deem
and treat the Person in whose name this Note (as of the day of determination or
as of such other date as may be specified in the Indenture) is registered as the
absolute owner and Noteholder hereof for the purpose of receiving payment of all
amounts payable with respect to this Note and for all other purposes, and
neither the Issuer nor the Trustee shall be affected by notice to the
contrary.
  The
Indenture permits the amendment or modification of the Indenture and the Notes
by the Issuer with the consent of the Noteholders of a majority of the
Outstanding Principal Balance of the Notes on the date of any vote or act of
such Noteholders. However, no amendment or modification of the Indenture or the
Notes may, without the consent of Noteholders of 100% of the Outstanding
Principal Balance of the Notes affected thereby, (1) reduce the percentage of
Noteholders required to take or approve any action under the Indenture, (ii)
reduce the amount or change the time of payment of any amount owing or payable
with respect to the Notes or change the rate of interest or change the manner of
calculation of interest payable with respect to the Notes, (iii) alter or modify
the provisions with respect to the Collateral for the Notes or the manner of
payment or the order of priorities in which payments or distributions under the
Indenture will be made as between the Noteholders and the Issuer or as among the
Noteholders or (iv) consent to any assignment of the Issuer’s rights to a party
other than the Trustee for the benefit of the Noteholders. Any such amendment or
modification shall be binding on every Noteholder hereof, whether or not
notation thereof is made upon this Note.
  The
Indenture also contains provisions permitting the Noteholders of a majority of
the Outstanding Principal Balance of the Notes, on behalf of all of the
Noteholders, to waive compliance by the Issuer with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver shall be conclusive and binding upon all present and
future Noteholders and of any Note issued upon the registration of transfer of,
in exchange or in lieu of this Note, whether or not notation of such consent or
waiver is made upon this Note.
  The
Issuer is permitted by the Indenture, under certain circumstances, to merge or
consolidate, subject to the rights of the Trustee and the Noteholders under the
Indenture.
  The Notes
are issuable only in registered form in denominations as provided in the
Indenture, subject to certain limitations therein set forth.
  THIS NOTE
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL SUBSTANTIVE
LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE RULES THEREOF RELATING TO
CONFLICTS OF LAW OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE
STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
  Unless
the certificate of authentication hereon has been executed by the Trustee whose
name appears below by manual signature, this Note shall not be entitled to any
benefit under the Indenture, or be valid or obligatory for any
purpose.
  A-4
  IN
WITNESS WHEREOF, the Issuer has caused this Note to be signed manually or by
facsimile by its duly authorized Manager.
  MEDPRO
      INVESTMENTS, LLCDate:
      ____________, 2010
                By:Name:Title:
  TRUSTEE’S
CERTIFICATE OF AUTHENTICATION
  This Note
is one of the MedPro Investments Senior Secured 14% Notes Due 2016 designated
above and referred to in the within-mentioned indenture.
 U.S.
      BANK NATIONAL ASSOCIATION,as
      TrusteeDate:
      ____________, 2010
                  By:Authorized
      Signatory
  A-5
 
 FORM
OF TRANSFER NOTICE
  FOR VALUE
RECEIVED the undersigned registered holder hereby sell(s), assign(s) and
transfer(s) unto
  Insert
Taxpayer Identification No.
____________________
  
 
 
 (Please
print or typewrite name and address including zip code of assignee)
  the
within Note and all rights thereunder, hereby irrevocably constituting and
appointing ___________________________________________ attorney to transfer said
Note on the books of the Issuer with full power of substitution in the
premises.
  Date
                
                Signature of
      Transferor
  NOTE: The
signature to this assignment must correspond with the name as written upon the
face of the within-mentioned instrument in every particular, without alteration
or any change whatsoever.
  [THE
FOLLOWING PROVISIONS TO BE
  INCLUDED
ON ALL NOTES OTHER THAN
  PERMANENT
REGULATION S GLOBAL NOTES]
  In
connection with any transfer of the within-mentioned Note occurring prior to the
time that is the end of the applicable period with respect to Rule 144 under the
Securities Act as set forth in the legend included in the Note, the undersigned
confirms without utilizing any general solicitation or general advertising
that:
  [Check
One]
  ___ (a)
the within-mentioned Note is being transferred in compliance with the exemption
from registration under the Securities Act provided by Rule 144A
thereunder
  ___ (b)
the within-mentioned Note is being transferred other than in accordance with
clause (a) above and documents are being furnished which comply with the
conditions of transfer set forth in the within-mentioned Note and the
Indenture
  If
neither of the foregoing boxes is checked, the Trustee or other Registrar shall
not be obligated to register the within-mentioned Note in the name of any Person
other than the Noteholder hereof unless and until the conditions to any such
transfer of registration set forth herein and in Section 2.11 of the Indenture
shall have been satisfied.
  
 Date
              
              NOTICE:
      The signature to this assignment must correspond with the name as written
      upon the face of the within-mentioned instrument in every particular,
      without alteration or any change
whatsoever.
  A-6
  TO BE
COMPLETED BY PURCHASER IF CLAUSE (a) ABOVE IS CHECKED.
  The
undersigned represents and warrants that it is purchasing the within-mentioned
Note for its own account or an account with respect to which it exercises sole
investment discretion and that each of it and any such account is a “qualified
institutional buyer” within the meaning of Rule 144A and is aware that the sale
to it is being made in reliance on Rule 144A and acknowledges that it has
received such information regarding the Issuer as the undersigned has requested
pursuant to Rule 144A or has determined not to request such information and that
it is aware that the transferor is relying upon the undersigned’s foregoing
representations in order to claim the exemption from registration provided by
Rule 144A and has executed and delivered to the Registrar a Confidentiality
Agreement.
  Dated:  ______________________
   Executive
Officer
  A-7
  SCHEDULE
I
  MEDPRO
INVESTMENTS, LLC
  MedPro
Investments Senior Secured 14% Notes Due 2016
  No.
___
  Notation
      Explaining
              
              Authorized
      SignaturePrincipal
      Amount
              
              of
      Trustee orDate
              
              Principal Amount
              
              Recorded
              
              Custodian
  A-8
  EXHIBIT
B
  FORM
OF RESALE CONFIDENTIALITY AGREEMENT
  No.
____
 MEDPRO
INVESTMENTS, LLC
  ___________,
20__
  RESALE CONFIDENTIALITY
AGREEMENT
  In
connection with our interest in the potential purchase of MedPro Investments
Senior Secured 14% Notes Due 2016 issued by you (the “Notes”), we have
requested that you furnish us with the Private Placement Memorandum, dated
August 31, 2010, relating to the Notes (the “Private Placement
Memorandum”).  In addition to receiving the Private Placement
Memorandum, we may also have conversations with you or your representatives or
receive additional information from you or your representatives about the Notes
or your business.  As used in this letter agreement, the term “Information” means
(i) the Private Placement Memorandum, (ii) any additional information we receive
from you or your representatives about the Notes or your business, and (iii) any
internal reports or analyses we prepare that incorporate or utilize any
information described in clauses (i) or (ii) (in the case of clauses (ii) and
(iii), whether oral or written, whether in tangible or electronic form, or
otherwise).  The term Information also includes all confidential and
proprietary information of Greiner Bio-One GmbH (“Greiner”) related to
that certain Medical Supply Manufacturing Agreement between MedPro Safety
Products, Inc. (“MedPro”) and Greiner,
dated as of July 14, 2010, as amended (the “Manufacturing
Agreement”), including but not limited to product sales and royalties
paid under the Manufacturing Agreement, the business and operations of Greiner,
Greiner finances, and such other information relating thereto as may be provided
by you, MedPro or Greiner (“Greiner
Information”).  The term Information will not, however, include
information which (i) is or becomes publicly available other than as a result of
a disclosure by us, (ii) was already known to us, as evidenced by our
contemporaneous written records at the time of disclosure by you, or (iii) was
disclosed to us by a third party who, to the best of our knowledge, had no
obligation to you, MedPro or Greiner not to disclose sued information to
others.
  We
represent and warrant that we are not in the business of developing,
manufacturing or marketing pharmaceutical or diagnostic products.  We
represent and warrant that we are not a controlled affiliate of an entity which
is in the business of developing, manufacturing or marketing pharmaceutical or
diagnostic products.
  As a
condition to receiving the Information, we hereby agree that:
  B-1
  1.
              In
      consideration of your making the Information available to us, and Greiner
      agreeing to permit such action by you in respect of Information which may
      be restricted from disclosure under the Manufacturing Agreement, we (i)
      will take all reasonable precautions to keep the Information confidential,
      which precautions will be no less stringent than those we employ to
      protect our own confidential information, and will not (except as required
      by applicable law, regulation or legal process, and only after compliance
      with paragraph 2 below or as contemplated by paragraph 5 or 6 below),
      without your prior written consent, disclose any Information in any manner
      whatsoever and (ii) will not use any Information for any purpose other
      than in connection with our considering or making an investment in the
      Notes.
  2.
              In
      the event that we are requested pursuant to or required by applicable law,
      regulation or legal process to disclose any of the Information (excluding
      any disclosure to a Governmental Authority which regulates us), we will
      notify Greiner and you promptly (unless such notice is not permitted by
      applicable law or regulation) so that (i) Greiner or you are afforded a
      full and fair opportunity to seek, at Greiner’s or your expense, a
      protective order or other appropriate remedy, and appeal from any denial
      thereof, and we agree to cooperate reasonably with Greiner and you in
      seeking such order and in securing confidential treatment for any
      Information to be disclosed or (ii) in Greiner’s or your sole discretion,
      as applicable, Greiner or you may waive compliance with the terms of this
      letter agreement.  In the event that no such protective order or
      other remedy is obtained, or that Greiner or you do not waive compliance
      with the terms of this letter agreement, we will furnish only that portion
      of the Information which we are advised by counsel is legally required and
      will exercise all reasonable efforts to obtain reliable assurance that
      confidential treatment will be accorded the Information.  We
      represent and warrant to you that we are not aware of any applicable law,
      regulation or legal process that we reasonably foresee will require the
      disclosure of Information, other than to you as permitted hereunder and
      pursuant to the terms hereof or to Governmental Authorities that regulate
      us.
  3.
              If
      we decide not to purchase the Notes, we will promptly inform you of that
      decision and, in such case, and at any time upon your request, we will (i)
      promptly deliver to you all copies of the Information in our possession
      (except as described in the following clause) and (ii) promptly destroy
      all copies of any written Information (whether in tangible or electronic
      form, or otherwise) that we have created, including, without limitation,
      any notes we have taken on any discussions with you, provided, in each
      ease, that we may retain one copy of the Information, subject to the
      provisions of this letter agreement, if necessary to comply with
      applicable law or regulation.  Any oral Information will
      continue to be subject to the terms of this letter
    agreement.
  4.
              We
      acknowledge that the Private Placement Memorandum is dated August 31,
      2010, and that you have not updated, and have no obligation to update, the
      Private Placement Memorandum in any respect for events, developments or
      circumstances.  No express or implied representation or warranty
      as to the accuracy or completeness of any Information or as to the
      suitability of the Information for evaluating a possible investment in the
      Notes is made by you or any representative acting for you or as a broker
      or market maker for the Notes, and we agree that none of such persons will
      have any liability relating thereto or for any errors therein or omissions
      therefrom.  We agree that we acquire no rights against Greiner
      or any employee, officer, director, representative or agent of Greiner
      (together with Greiner, the “Greiner
      Representatives”) as a result of the disclosure of Information to
      us or our Representatives and that no Greiner Representative has any duty,
      responsibility, liability or obligation to us as a result of such
      disclosure.
  B-2
  5.
              We
      may disclose Information to our advisors, attorneys and affiliates who
      have a need to know the Information in connection with our investment
      decision (our “Representatives”),
      but only if we
      deliver to each such Representative a copy of this letter agreement
      executed by us and if such Representative expressly agrees in writing to
      maintain the Information in confidence under terms and conditions
      substantially identical to this letter agreement.  We will be
      responsible for any breach of this letter agreement by any of our
      Representatives.
  6.
              If
      we propose to transfer, sell, or otherwise dispose of any Notes at any
      time, we agree to (i) abide by the transfer restrictions described in the
      Private Placement Memorandum, (ii) inform any proposed transferee of the
      Notes of such transfer restrictions, including the requirement that such
      proposed transferee enter into a confidentiality agreement with you and
      (iii) not furnish any Information to such proposed transferee, or
      transfer, sell or dispose of any Note to such proposed transferee, without
      receiving evidence that such proposed transferee has entered into a
      confidentiality agreement with you.
  7.
              We
      acknowledge that remedies at law may be inadequate to protect you against
      any actual or threatened breach of this letter agreement by us, and,
      without prejudice to any other rights and remedies otherwise available to
      you, we agree to the granting of injunctive relief in your favor without
      proof of actual damages.
  8.
              We
      acknowledge that we are aware of the restrictions imposed by the United
      States securities laws on the purchase or sale of securities of an issuer
      or an affiliate or controlling person of the issuer (such as, in our case,
      MedPro) by any person who has received material, non–public information
      from the issuer or an affiliate or controlling person of the issuer, and
      on the communication of such information to any other person when it is
      reasonably foreseeable that such other person is likely to purchase or
      sell such securities in reliance upon such
  information.
  9.
              We
      agree that (i) neither party to the Manufacturing Agreement expressly or
      implicitly waives any of its rights, whether contractual or otherwise,
      that such party has or may have under or in connection with the
      Manufacturing Agreement or otherwise with respect to us and (ii) no
      failure or delay by you in exercising any right, power or privilege
      hereunder will operate as a waiver thereof, nor will any single or partial
      exercise thereof preclude any other or further exercise thereof or the
      exercise of any right, power or privilege
  hereunder.
  10.
              We
      agree that this letter agreement is for the benefit of, and may be
      enforced by, Greiner or you, acting either independently or
      together.
  B-3
  11.
              This
      letter agreement will be governed by and construed in accordance with the
      laws of the State of New York applicable to contracts between residents of
      that State and executed in and to be performed in that
    State.
  12.
              No
      modification of this letter agreement or waiver of the terms and
      conditions hereof will be effective, unless approved in writing by each of
      Greiner, you and us.
  13.
              This
      letter agreement will, subject to the proviso below, terminate eighteen
      (18) months alter the earlier of the date we sell the Notes or the date
      the Notes mature; provided, however, in respect solely of restrictions
      herein concerning maintaining the confidentiality of Information that is
      Greiner Information (and not otherwise excluded from restriction by the
      last sentence of the first paragraph of this letter), this letter
      agreement will terminate five years after the expiration or termination of
      the Manufacturing Agreement.
  Please
confirm your agreement with the foregoing by signing and returning to the
undersigned the duplicate copy of this letter enclosed herewith. In accordance with Section 2.11(j) of
the Indenture dated as of September 1, 2010 (the “Indenture”), made by and
between you and U.S. Bank National Association, as trustee, we will provide a
fully executed copy of this Resale Confidentiality Agreement to the Registrar
(as defined in the Indenture) promptly after receipt thereof from
you.
 Very
      truly yours,[Please
      insert prospective purchaser’s name]By:Name:Title:Address:
 Accepted
and agreed as of the date first written above:
  MEDPRO
      INVESTMENTS, LLCBy:Name:Title:
 B-4
  EXHIBIT
C
 
 AGENTS
FOR SERVICE OF PROCESS
 
 Party
              
              Jurisdiction
              
              Appointed AgentMedPro
      Investments, LLC
              
              DelawareMedPro
      Investments, LLC
              
              New
      York
 
 C-1
  EXHIBIT
D
 
 FORM
OF DISTRIBUTION REPORT
 
 (i)
              With
      respect to the current Payment Date, (A) the balances on deposit in the
      Collection Account and any other Account established under the Indenture
      on the Calculation Date immediately preceding the prior Payment Date (or,
      with respect to the first Payment Date, on the Closing Date) (the “Preceding Calculation
      Date”), (B) the aggregate amounts of deposits into and withdrawals
      from the Collection Account and any other Account established under the
      Indenture from but excluding the Preceding Calculation Date to and
      including the Calculation Date immediately preceding the Payment Date (the
      “Current
      Calculation Date”) and (C) the balances on deposit in the
      Collection Account and any other Account established under the Indenture
      on the Current Calculation Date.
  (ii)
              Analysis
      of Collection Account activity from the Preceding Calculation Date to the
      Current Calculation Date
  Balance
on the Preceding Calculation Date
 Collections
      (other than as provided in clause (c) of the definition of Collection)
      from but excluding the Preceding Calculation Date to and including the
      Current Calculation Date (“Current
      Collections”)
 Aggregate
      Note payments from but excluding the Preceding Calculation Date to and
      including the Current Calculation
Date
 Expense
payments payable on the Current Calculation Date
 Balance
on the Current Calculation Date
  (iii)
              Amount,
      if any, to be transferred from the Reserve Account, the Wing Reserve
      Account, the Holding Account and the Capital Account to the Collection
      Account with respect to the current Payment
Date
  (iv)
              Payments
      on the current Payment Date
  Trustee
Expenses
 Visual
Connections Payment and Greiner Payment Amounts
 Other
Expenses
 Servicing
Fee
 Payments
to Holding Account, if any
 Interest
Amount
 Principal
payments, if any
 Issuer
Marketing Payment, if any
 Incremental
Interest Payment, if any
 
 (v)
              Outstanding
      Principal Balance
  Opening
Outstanding Principal Balance
 Principal
payments, if any, made on the current Payment Date
 Closing
Outstanding Principal Balance
  D-1
  (vi)
              Amount
      distributed to the Issuer from the Collection Account, if any, with
      respect to the current Payment Date
  (vii)
              Amount
      distributed to the Issuer from the Reserve Account, if any, with respect
      to the current Payment Date
  (viii)
              Amount,
      if any, distributed to MedPro from the Wing Reserve Account with respect
      to the current Payment Day
  (ix)
              Amount,
      if any, distributed to the Issuer from the Holding Account with respect to
      the current Payment Day
  (x)
              A
      withholding obligation may be
included
  D-2
  EXHIBIT
E
  FORM
OF CERTIFICATE OF EUROCLEAR OR CLEARSTREAM FOR
  UNLEGENDED
NOTE
  ___________,
20__
  U.S.
      Bank National Association,
 as
      Trustee
 One
      Federal Street, 3rd Floor
 Boston,
      Massachusetts  02110
 Attention:  Corporate
      Trust Services (MedPro Investments)
 
 MedPro
Investments, LLC
 c/o
MedPro Safety Products, Inc.
 817
Winchester Road
 Lexington,
Kentucky  40505
 Attention:
  Re:           MedPro
Investments, LLC (the “Issuer”)
  Ladies
and Gentlemen:
  This
letter relates to U.S.$___________ principal amount of MedPro Investments Senior
Secured 14% Notes Due 2016 of the Issuer (the “Notes”) represented by a Note
which bears a legend (the “Legended Note”)
outlining restrictions upon transfer of such Legended Note. Pursuant to Section
2.1 of the Indenture dated as of September 1, 2010 (the “Indenture”) relating
to the Notes of the Issuer, we hereby certify that we are (or we will hold such
securities on behalf of) an institution outside the United States to whom the
Notes may be transferred in accordance with Rule 904 of Regulation S promulgated
under the U.S. Securities Act of 1933, as amended (“Regulation S”).
Accordingly, you are hereby requested to exchange the Legended Note for an
unlegended Note representing an identical principal amount of Notes, all in the
manner provided for in the Indenture.
  Each of
you is entitled to rely upon this letter and is irrevocably authorized to
produce this letter or a copy hereof to any interested party in any
administrative or legal proceeding or official inquiry with respect to the
matters covered hereby. Certain terms used in this certificate have the meanings
set forth in Regulation S.
 Very
      truly yours,
                        
                        [Euroclear Bank S .A./N.V.][Clearstream
      Banking]By:Authorized
      Signatory
 E-1
  EXHIBIT
F
  FORM
OF CERTIFICATE OF BENEFICIAL OWNER OF TEMPORARY
  REGULATION
S GLOBAL NOTE
  Euroclear
Bank S.A./N.V.
 [Address]
  AND/OR
  Clearstream
Banking
 [Address]
  Re:           MedPro
Investments, LLC (the “Issuer”)
  Reference
is hereby made to the Indenture, dated as of September 1, 2010 (the “Indenture”), made by
and between the Issuer and U.S. Bank National Association, as trustee (the
“Trustee”).
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.
  This
letter relates to U.S.$___________ principal amount of MedPro Investments Senior
Secured 14% Notes Due 2016 that are held in the form of a Beneficial Interest in
the Temporary Regulation S Global Note (CUSIP No. _______) through DTC by the
undersigned (the “Holder”) in the name of __________. The Holder of such
Temporary Regulation S Global Note hereby requests the receipt of payments due
and payable [on the applicable Payment Date] pursuant to Section 2.5 of the
Indenture.
  The
Holder hereby represents and warrants that it (i) is not a U.S. Person, (ii)
does not hold the above-referenced Temporary Regulation S Global Note for the
account or benefit of a U.S. Person (other than a distributor) and (iii) has
executed and delivered to the Registrar a Confidentiality Agreement Certain
terms in this certificate not otherwise defined in the Indenture have the
meanings given to them in Regulation S.
  This
certificate and the statements contained herein are made for your benefit and
the benefit of the Paying Agent.
 [Name
      of Holder]By:Name:Title:
  F-1
  EXHIBIT
G
  FORM
OF CERTIFICATE OF EUROCLEAR OR CLEARSTREAM FOR PAYMENTS
  U.S.
      Bank National Association,
 as
      Paying Agent
 One
      Federal Street, 3rd Floor
 Boston,
      Massachusetts  02110
 Attention:  Corporate
      Trust Services (MedPro Investments)
 
  Re:           MedPro
Investments, LLC (the “Issuer”)
  Reference
is hereby made to the Indenture, dated as of September 1, 2010 (the “Indenture”), made by
and between the Issuer and U.S. Bank National Association, as trustee (the
“Trustee”).
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.
  This
letter relates to U.S.$___________ principal amount of MedPro Investments Senior
Secured 14% Notes Due 2016 that are held in the form of a Beneficial Interest in
the Temporary Regulation S Global Note (CUSIP No. _____) through DTC by the
undersigned (the “Holder”) in the name
of ___________. Certain Holders of the Beneficial Interests in such Temporary
Regulation S Global Note have requested the receipt of payments due and payable
[on the applicable Payment Date] pursuant to Section 2.5 of the
Indenture.
  We have
received from such Holders certifications to the effect that they (i) are not
U.S. Persons, (ii) do not hold the above-referenced Temporary Regulation S
Global Note for the account or benefit of U.S. Persons (other than distributors)
and (iii) have executed and delivered to the Registrar a Confidentiality
Agreement. Certain terms in this certificate not otherwise defined in the
Indenture have the meanings given to them in Regulation S.
  Accordingly,
the Holders of the Beneficial Interests in the Temporary Regulation S Global
Note are entitled to receive interest, principal and premium, if any, in
accordance with the terms of the Indenture in the amount of
U.S.$__________.
 [Clearstream
      Banking] [Euroclear Bank S. A./N .V.]By:Name:Title:
  G-1
  EXHIBIT
H
  FORM
OF CERTIFICATE OF PROPOSED TRANSFEROR
  ___________,
20__
  U.S.
      Bank National Association,
 as
      Registrar
 One
      Federal Street, 3rd Floor
 Boston,
      Massachusetts  02110
 Attention:  Corporate
      Trust Services (MedPro Investments)
 
 MedPro
Investments, LLC
 c/o
MedPro Safety Products, Inc.
 817
Winchester Road
 Lexington,
Kentucky  40505
 Attention:
[________________]
  Re:           MedPro
Investments, LLC (the “Issuer”)
  Ladies
and Gentlemen:
  In
connection with our proposed sale of U.S.$_________ aggregate principal amount
of MedPro Investments Senior Secured 14% Notes Due 2016 of the Issuer (the
“Notes”), we confirm that such sale has been effected pursuant to and in
accordance with Regulation S under the U.S. Securities Act of 1933, as amended
(“Regulation
S”) and, accordingly, we represent that:
  1.           the
offer of the Notes was not made to a person in the U.S.;
  2.           at
the time the buy order was originated, the transferee was an institution outside
the U.S. or we and any person acting on our behalf reasonably believed that the
transferee was an institution outside the U.S.;
  3.           no
directed selling efforts have been made by us in the U.S. in contravention of
the requirements of Rule 903(b) or Rule 904(b) of Regulation 5, as
applicable;
  4.           the
transaction is not part of a plan or scheme to evade the registration
requirements of the U.S. Securities Act of 1933; and
  5.           the
transferee has entered into the confidentiality agreement required in connection
with the purchase of the Notes.
  H-1
  Each of
you is entitled to rely upon this letter and is irrevocably authorized to
produce this letter or a copy hereof to any interested party in any
administrative or legal proceeding or official inquiry with respect to the
matters covered hereby. Certain terms used in this certificate have the meanings
set forth in Regulation S.
  Very
      truly yours,
                    
                    [Name of Transferor]By:Authorized
      Signatory
   H-2
  EXHIBIT
I
 
 FORM
OF CERTIFICATE OF PROPOSED INSTITUTIONAL ACCREDITED
 INVESTOR
TRANSFEREE
 __________,
20__
  U.S.
      Bank National Association,
 as
      Registrar
 One
      Federal Street, 3rd Floor
 Boston,
      Massachusetts  02110
 Attention:  Corporate
      Trust Services (MedPro Investments)
 
 MedPro
Investments, LLC
 c/o
MedPro Safety Products, Inc.
 817
Winchester Road
 Lexington,
Kentucky  40505
 Attention:
[________________]
  Ladies
and Gentlemen:
  In
connection with our proposed purchase of Notes (the “Notes”) of MedPro
Investments, LLC (the “Issuer”), we confirm
that:
  1.           We
have duly executed and delivered to the Registrar (as defined in that certain
Indenture dated as of September 1, 2010 (the “Indenture”) between
the Issuer and U.S. Bank National Association, as trustee, as amended, restated,
supplemented or otherwise modified from time to time in accordance with the
terms thereof) a Resale Confidentiality Agreement and have subsequently received
a copy of the Private Placement Memorandum dated August 31, 2010 (the “Private Placement
Memorandum”) relating to the Notes and such other information as we deem
necessary in order to make our investment decision. We acknowledge that we have
read and agreed to the matters stated in the section entitled “Transfer
Restrictions” of such Private Placement Memorandum and the restrictions on
duplication and circulation of such Private Placement Memorandum.
  2.           We
understand that any subsequent transfer of the Notes is subject to certain
restrictions and conditions set forth in the Private Placement Memorandum under
“Transfer Restrictions” and the undersigned agrees to be bound by, and not to
resell, pledge or otherwise transfer the Notes except in compliance with, such
restrictions and conditions and the U.S. Securities Act of 1933, as amended (the
“Securities
Act”).
  3.           We
understand that the offer and sale of the Notes have not been registered under
the Securities Act, that the Notes will only be in the form of definitive
physical certificates and that the Notes may not be offered or sold except as
permitted in the following sentence. We agree, on our own behalf and on behalf
of any accounts for which we are acting as hereinafter stated, that, if we
should sell any Notes in the future, we will do so only (1) (A) to the Issuer or
any subsidiary thereof, (B) in accordance with Rule 144A under the Securities
Act to a qualified institutional buyer (as defined therein), (C) to an
institutional accredited investor (as defined in Rule 501 (a)(1), (2), (3) or
(7) of Regulation D under the Securities Act) that, prior to such transfer,
furnishes to the Trustee (as defined in the Indenture) a signed letter
containing certain representations and agreements relating to the restrictions
on transfer of the Notes (the form of which letter can be obtained from the
Trustee) and an opinion of counsel acceptable to the Issuer that such transfer
is in compliance with the Securities Act, (D) to an institution in an offshore
transaction in compliance with Rule 904 of Regulation S under the Securities
Act, (E) pursuant to the exemption from registration provided by Rule 144 under
the Securities Act (if available) or pursuant to another available exemption
from registration under the Securities Act, as applicable or (F) pursuant to an
effective registration statement under the Securities Act, and we further agree
to provide to any person or entity purchasing any of the Notes from us a notice
advising such purchaser that resales of the Notes are restricted as stated
herein and (2) in each case, in accordance with any applicable securities laws
of any state in the U.S. or any other applicable jurisdiction and in accordance
with the legend to be set forth in the Notes, which will reflect the substance
of this paragraph.
  I-1
  4.           We
understand that, on any proposed resale of any Notes, we will be required to
furnish to the Issuer and the Trustee such certifications, legal opinions and
other information as the Issuer and the Trustee may reasonably require to
confirm that the proposed sale complies with the foregoing restrictions. We
further understand that a resale confidentiality agreement is required under the
Indenture to be executed and delivered by any proposed transferee to whom we
wish to sell any Notes.
  5.           We
are an institutional accredited investor and have such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and
risks of our investment in the Notes, and we and any accounts for which we are
acting are able to bear the economic risks of our or their
investment.
  6.           We
are acquiring the Notes purchased by us for our own account or for one or more
accounts (each of which is an institutional accredited investor) as to each of
which we exercise sole investment discretion.
  7.           We
are not acquiring the Notes with a view to distribution thereof or with any
present intention of offering or selling the Notes, except as permitted above,
provided that the disposition of our property and property of any accounts for
which we are acting as fiduciary shall remain at all times within our
control.
  You, the
Issuer and the Trustee are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceeding or official inquiry with respect to the
matters covered hereby.
  Very
      truly yours,By:
                /s/Name:Title:
  I-12
  EXHIBIT
J
  
  FORM
OF SUPPLEMENTAL CONFIDENTIALITY AGREEMENT
  MEDPRO
INVESTMENTS, LLC
   __________,
20__
  SUPPLEMENTAL CONFIDENTIALITY
AGREEMENT
  In
connection with our interest in obtaining information provided by Greiner
Bio-One GmbH, a company organized under the laws of Austria (“Greiner”) that is
Confidential Information (as defined in the Medical Supply Manufacturing
Agreement dated as of July 14, 2010 between Greiner and MedPro Safety Products,
Inc., as amended, restated, supplemented or otherwise modified from time to time
(the “Manufacturing
Agreement”)), we hereby acknowledge and agree to be bound by the terms
and conditions of Article 8 of the Manufacturing Agreement in the same manner as
if we were a party thereto (which Article 8 is attached as Exhibit A
hereto).
  This
Supplemental Confidentiality Agreement shall in no manner affect our obligations
under the Confidentiality Agreement dated ___________, 20_ between you and us
(the “Initial
Confidentiality Agreement”).
  As a
condition to receiving the Confidential Information, we hereby agree as
follows:
  1.           We
acknowledge that remedies at law may be inadequate to protect you or the parties
to the Manufacturing Agreement (the “Parties”) against any
actual or threatened breach of this Supplemental Confidentiality Agreement by
us, and, without prejudice to any other rights and remedies otherwise available
to you and the Parties, we agree to the granting of injunctive relief in your
and the Parties’ favor without proof of actual damages.
  2.           We
acknowledge that we are aware of the restrictions imposed by the United States
securities laws on the purchase or sale of securities of an issuer or an
affiliate or controlling person of the issuer by any person who has received
material, non-public information from the issuer or an affiliate or controlling
person of the issuer or from a person owing a duty to any of the foregoing, and
on the communication of such information to any other person when it is
reasonably foreseeable that such other person is likely to purchase or sell such
securities in reliance upon such information.
  3.           We
agree that no failure or delay by you or the Parties in exercising any right,
power or privilege hereunder or under the Manufacturing Agreement will operate
as a waiver thereof, nor will any single or partial exercise thereof preclude
any other or further exercise thereof or the exercise of any right, power or
privilege hereunder or under the Manufacturing Agreement.
  J-1
  4.           This
Supplemental Confidentiality Agreement will be governed by and construed in
accordance with the laws of the State of New York applicable to contracts
between residents of the State of New York and executed in and to be performed
in the State of New York.
  5.           This
Supplemental Confidentiality Agreement will terminate five years after the
termination of the Manufacturing Agreement.
  6.           Except
for the Initial Confidentiality Agreement, this Supplemental Confidentiality
Agreement contains the entire agreement between you and us concerning the
Confidential Information, and no modification of this Supplemental
Confidentiality Agreement or waiver of the terms and conditions hereof will be
binding upon you or us, unless approved in writing by each of you and
us.
  Please
confirm your agreement with the foregoing by signing and returning to the
undersigned the duplicate copy of this letter enclosed herewith.
  Very truly
    yours,[Please
      Print Name]Date
                By:Name:Title:Address:
 
  MEDPRO
      INVESTMENTS, LLCBy:Name:Title:
 J-2
  EXHIBIT
A
  The
following text of Article 8 of the Manufacturing Agreement is excerpted from the
redacted version of the Manufacturing Agreement:
  ARTICLE 8
- CONFIDENTIALITY
  8.1           Confidential
Information. MedPro and GBO acknowledge that in the course of
performing their duties hereunder, they will be necessarily gaining access to
each other’s secret and proprietary information, including, without limitation
the existence and terms of this Agreement (the “Confidential
Information”).
  8.2           Disclosure. Nothing
contained herein shall in any way restrict or impair any party’s right to use,
disclose or otherwise deal with any information or data which:
  (a)           At
the time of the disclosure is generally available to the public or thereafter
becomes generally available to the public, by publication or otherwise, through
no act of the disclosing party, its employees, consultants or advisors or of any
person or entity bound by an obligation of confidentiality to the non-disclosing
party;
  (b)           The
disclosing party can show was in its possession prior to the time of the
disclosure to it and was not acquired from the non-disclosing party or any other
source which is bound by an obligation of confidentiality to the non-disclosing
party;
  (c)           The
disclosing party can show was received by it as a matter of lawful right after
the time of disclosure from a third party who did not acquire it from the
non-disclosing party under an obligation of confidence and that without breach
of any obligation, the disclosing party is free to disclose it to others;
or
  (d)           Is
required to be disclosed pursuant to court order, federal, state, or foreign
government regulation or requirement of a federal, state, or foreign
governmental authority.
  8.3           Nondisclosure. Both
MedPro and GBO shall maintain in confidence any Confidential Information which
is disclosed directly or indirectly to it by the other party, and shall not make
any use of such Confidential Information other than performing services
hereunder or disclose such information to any third party without the other
party’s express prior written consent. MedPro will notify GBO and submit to GBO
articles any informational releases that it is aware of or responsible for that
reference the Products and GBO. This notification shall be sent to GBO three (3)
days prior to public release for GBO comment. MedPro shall endeavor to eliminate
any information that GBO believes will be commercially or competitively have a
negative market impact. MedPro’s and GBO’s obligations under this Article 8
shall survive for a period of twenty-four (24) months following the end of the
Term, whether by expiration or termination.
  8.4           Disclosure to Governmental
Authorities. Nothing contained herein shall in any way restrict or impair
any party’s ability to disclose Confidential Information to any federal, state,
or foreign governmental authority, if it is required to do so; provided,
however, that:  (a) the party that is required to disclose the
Confidential Information shall provide the other party with prior written notice
of any such required disclosure, sufficient to allow the other party to petition
the governmental authority, prior to such disclosure, for confidential
protection of the Confidential Information; and (b) the party required to
disclosure the Confidential Information shall cooperate with the other party (as
reasonably required) in obtaining such protection from the governmental
authority.
  J-3
  8.5           Injunctive
Relief. Each of MedPro and GBO acknowledges that the other party has
no adequate remedy at law and would be irreparably harmed if it breaches or
threatens to breach the provisions of this Article 8, and therefore, both
parties agree that the injured party shall be entitled to injunctive relief to
prevent any breach or threatened breach of those provisions and to specific
performance of the terms of each of such provisions in addition to any other
legal or equitable remedy it may have.
  J-4
  EXHIBIT
K
 
 UCC
FINANCING STATEMENTS
 
 Form
UCC-1 Financing Statement will be filed with the Recorder of Deeds for the State
of Delaware naming the Issuer as debtor and the Trustee as secured
party.
  K-1