DUE TO DEATH OR DISABILITY NOT TO EXCEED $50,000 IN THE AGGREGATE IN
ANY FISCAL YEAR, AND (V) TO THE EXTENT APPLICABLE, LOANS TO EMPLOYEES SOLELY TO
THE EXTENT EXPRESSLY PERMITTED UNDER SECTION 7.06(H).
7.11
NO CHANGE IN BUSINESS.
NO BORROWER SHALL ENGAGE
IN ANY LINE OF BUSINESS WHICH (A) IS NOT REASONABLY RELATED TO BORROWER'S
RESPECTIVE HEALTHCARE BUSINESSES CONDUCTED AS OF THE CLOSING DATE (INCLUDING
EXPANSION OF PRODUCT LINES) OR (B) HAS NOT OTHERWISE BEEN DISCLOSED IN WRITING
TO LENDER PRIOR TO THE DATE HEREOF, IN EACH CASE WITHOUT LENDER'S PRIOR WRITTEN
CONSENT.
28
7.12
INDEBTEDNESS.
WITHOUT LENDER'S PRIOR WRITTEN
CONSENT, BORROWER SHALL NOT CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY
INDEBTEDNESS (EXCLUSIVE OF TRADE DEBT) EXCEPT (SUBJECT TO COMPLIANCE WITH
SECTION 6.06 HEREOF):
(A)
INDEBTEDNESS TO LENDER,
(B)
INDEBTEDNESS SPECIFICALLY IDENTIFIED ON
SCHEDULE 2.17 HERETO (BUT EXCLUDING ANY REFINANCINGS, REFUNDINGS, RENEWALS, OR
EXTENSIONS THEREOF);
(C)
INDEBTEDNESS CONSTITUTING PURCHASE MONEY
INDEBTEDNESS FOR THE FINANCING OF CAPITAL EXPENDITURES AND CAPITAL LEASES SO
LONG AS SUCH INDEBTEDNESS IS SECURED ONLY BY A SECURITY INTEREST IN THE
EQUIPMENT BEING FINANCED AND SO LONG AS SUCH INDEBTEDNESS DOES NOT CAUSE, OR
RESULT IN, AN EVENT OF DEFAULT OR UNMATURED EVENT OF DEFAULT;
(D)
INDEBTEDNESS OF BORROWER TO ANY OTHER
BORROWER;
(E)
UNFUNDED PENSION OR EMPLOYMENT BENEFIT PLAN
OBLIGATIONS NOT CONSTITUTING AN EVENT OF DEFAULT;
(F)
INDEBTEDNESS RESULTING FROM JUDGMENTS NOT
OTHERWISE CONSTITUTING AN EVENT OF DEFAULT;
(G)
INDEBTEDNESS ARISING FROM THE HONORING BY A
BANK OF CHECKS OR SIMILAR INSTRUMENTS AGAINST INSUFFICIENT FUNDS;
(H)
INDEBTEDNESS IN RESPECT OF TAXES,
ASSESSMENTS, GOVERNMENTAL CHARGES OR LEVIES OR CLAIMS OF CUSTOMS AUTHORITIES AND
CLAIMS FOR LABOR, WORKER'S COMPENSATION, MATERIALS AND SUPPLIES;
(I)
SHORT-TERM UNSECURED TRADE CREDIT
INCURRED IN THE ORDINARY COURSE OF BUSINESS (OTHER THAN FOR BORROWED MONEY);
(J)
CREDIT CARD DEBT INCURRED BY OR ON BEHALF
OF BORROWERS' DIRECTORS, MANAGERS, MEMBERS, OFFICERS, EMPLOYEES OR AGENTS IN
CONNECTION WITH THEIR DUTIES ON BEHALF OF BORROWERS IN THE ORDINARY COURSE OF
BUSINESS, PROVIDED ALL SUCH CREDIT CARD DEBT TOGETHER SHALL NOT EXCEED $150,000
OUTSTANDING THE AGGREGATE IN ANY TWO-MONTH PERIOD;
(K)
OTHER UNSECURED INDEBTEDNESS NOT TO EXCEED
$150,000 IN AGGREGATE PRINCIPAL AMOUNT OUTSTANDING;
(L)
INDEBTEDNESS CONSTITUTING COMERICA
SUBORDINATED DEBT;
(M)
INDEBTEDNESS CONSTITUTING SAFEGUARD
SUBORDINATED DEBT; AND
(N)
UPON THE PRIOR WRITTEN CONSENT OF LENDER,
INDEBTEDNESS IN AN AGGREGATE AMOUNT NOT TO EXCEED $30,000,000 PURSUANT TO
CONVERTIBLE NOTES PURCHASED BY INVESTORS REASONABLY ACCEPTABLE TO LENDER WHICH
SHALL HAVE CLOSED ON OR BEFORE DECEMBER 31, 2008 AND WHICH SHALL BE ON TERMS AND
CONDITIONS, AND SUBJECT TO DOCUMENTATION, IN FORM AND SUBSTANCE SATISFACTORY TO
LENDER IN ITS SOLE DISCRETION AND SUBJECT TO AN INTERCREDITOR AND/OR
SUBORDINATION AGREEMENT IN FAVOR OF LENDER IN FORM AND SUBSTANCE SATISFACTORY TO
LENDER IN ITS SOLE DISCRETION.
BORROWERS SHALL PROVIDE SUCH INFORMATION, DATA,
REPORTS, STATEMENTS AND INFORMATION (FINANCIAL OR OTHERWISE) AS LENDER MAY
REQUEST IN ITS REVIEW OF ANY SUCH PROPOSED TRANSACTION.
7.13
CAPITAL EXPENDITURES.
NO BORROWER SHALL CONTRACT
FOR, PURCHASE OR MAKE ANY EXPENDITURE OR COMMITMENTS FOR FIXED OR CAPITAL ASSETS