ITS CORPORATE BANK ACCOUNTS AT THE BANK EXCEPT FOR
SUCH INCIDENTAL ACCOUNTS THAT REASONABLE BUSINESS JUDGMENT REQUIRES TO BE
MAINTAINED ELSEWHERE, AND EITHER (I) KEEP COLLECTED DEMAND DEPOSIT BALANCES IN
SUCH ACCOUNTS IN THE AMOUNT NECESSARY TO COMPENSATE THE BANK FOR APPLICABLE
ACTIVITY CHARGES IN SUCH ACCOUNTS, AS CALCULATED BY THE BANK AND APPLIED TO SUCH
BALANCES IN A MANNER CONSISTENT WITH ALL SIMILAR ACCOUNTS OR (II) PAY SUCH
ACTIVITY CHARGES ON A MONTHLY BASIS.
(N)
PRESERVATION OF CORPORATE EXISTENCE, ETC.
PRESERVE AND MAINTAIN ITS CORPORATE EXISTENCE, RIGHTS, FRANCHISES AND PRIVILEGES
IN THE JURISDICTION OF ITS INCORPORATION, AND QUALIFY AND REMAIN QUALIFIED, AS A
FOREIGN CORPORATION IN EACH JURISDICTION IN WHICH SUCH QUALIFICATION IS
NECESSARY OR DESIRABLE IN VIEW OF ITS BUSINESS AND OPERATIONS OR THE OWNERSHIP
OF ITS PROPERTIES, AND CAUSE MEDACQUISITION TO DO SO.
SECTION 5.2.
NEGATIVE COVENANTS.
SO LONG AS ANY NOTE SHALL
REMAIN UNPAID OR THE BANK SHALL HAVE A COMMITMENT HEREUNDER, AND UNLESS THE BANK
SHALL GIVE ITS PRIOR WRITTEN CONSENT, THE BORROWER WILL NOT, AND WILL NOT PERMIT
MEDACQUISITION TO:
19
(A)
LIENS.
CREATE OR SUFFER TO EXIST ANY
MORTGAGE, PLEDGE, LIEN, SECURITY INTEREST OR OTHER ENCUMBRANCE WITH RESPECT TO
ANY ASSETS NOW OWNED OR HEREAFTER ACQUIRED BY THE BORROWER OR MEDACQUISITION
EXCEPT THOSE ENCUMBRANCES MADE IN FAVOR OF THE BANK AND PRESENT AND FUTURE
PURCHASE MONEY SECURITY INTERESTS ON, OR LEASES OF, EQUIPMENT ("PERMITTED
LIENS").
(B)
DEBT.
CREATE OR SUFFER TO EXIST ANY DEBT
EXCEPT THE DEBT UNDER THIS AGREEMENT OR THE NOTES, DEBT CONSISTING OF CONTINGENT
EARN-OUT PAYMENTS THAT MAY BE DUE IN 2004 OR 2005 IN CONNECTION WITH THE BIOMEC
PURCHASE AND DEBT SECURED BY PERMITTED LIENS.
(C)
GUARANTIES, ETC.
ASSUME, GUARANTEE,
ENDORSE OR OTHERWISE BECOME LIABLE UPON THE OBLIGATION OF ANY PERSON EXCEPT BY
ENDORSEMENT OF NEGOTIABLE INSTRUMENTS FOR COLLECTION IN THE ORDINARY COURSE OF
BUSINESS.
(D)
MERGER, ETC.
MERGE OR CONSOLIDATE WITH ANY
OTHER PERSON; SELL, TRANSFER, CONVEY, LEASE OR OTHERWISE DISPOSE OF (WHETHER IN
ONE TRANSACTION OR IN A SERIES OF TRANSACTIONS) ALL OR A SUBSTANTIAL PORTION OF
ITS ASSETS (WHETHER NOW OWNED OR HEREAFTER ACQUIRED) TO ANY OTHER PERSON, EXCEPT
FOR THE COMPLETION OF THE BIOMEC PURCHASE AND A MERGER OF MEDACQUISITION INTO
THE BORROWER.
(E)
TRANSACTIONS WITH AFFILIATES.
ENGAGE IN
ANY TRANSACTION (INCLUDING, WITHOUT LIMITATION, LOANS OR FINANCIAL
ACCOMMODATIONS OF ANY KIND) WITH ANY AFFILIATE, OTHER THAN THE COMPLETION OF THE
BIOMEC PURCHASE, PROVIDED THAT SUCH TRANSACTIONS ARE PERMITTED IF THEY ARE ON
TERMS NO LESS FAVORABLE TO THE BORROWER OR MEDACQUISITION, AS APPLICABLE, THAN
WOULD BE OBTAINABLE IF NO SUCH RELATIONSHIP EXISTED.
20
(F)
INVESTMENTS IN OTHER PERSONS.
MAKE ANY
LOAN OR ADVANCE TO ANY PERSON; OR PURCHASE OR OTHERWISE ACQUIRE THE CAPITAL
STOCK, ASSETS, OR OBLIGATIONS OF, OR ANY INTEREST IN, ANY OTHER PERSON OTHER
THAN READILY MARKETABLE DIRECT OBLIGATIONS OF THE UNITED STATES OF AMERICA,
DEPOSITS IN COMMERCIAL BANKS OF RECOGNIZED STANDING OPERATING IN THE UNITED
STATES OF AMERICA AND OTHER INVESTMENTS NOT IN EXCESS OF $250,000.00 IN THE
AGGREGATE OUTSTANDING