ITS PRIOR WRITTEN CONSENT:
(A)
FINANCIAL REPORTING.
FURNISH TO THE BANK:
(I) AS SOON AS AVAILABLE AND IN ANY EVENT WITHIN 30 DAYS AFTER THE END OF EACH
MONTH OF EACH FISCAL YEAR (45 DAYS IN THE CASE OF THE LAST MONTH OF EACH FISCAL
YEAR) OF THE BORROWER AND MEDACQUISITION, BALANCE SHEETS OF THE BORROWER AND
MEDACQUISITION AS OF THE END OF SUCH MONTH AND STATEMENTS OF INCOME AND RETAINED
EARNINGS OF THE BORROWER AND MEDACQUISITION FOR THE PERIOD COMMENCING AT THE END
OF THE PREVIOUS FISCAL YEAR AND ENDING WITH THE END OF SUCH MONTH, CERTIFIED BY
THE CONTROLLERS OF THE BORROWER AND MEDACQUISITION; (II) AS SOON AS AVAILABLE
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AND IN ANY EVENT WITHIN 90 DAYS AFTER THE END OF EACH FISCAL YEAR OF THE
BORROWER AND MEDACQUISITION, (A) A COPY OF THE ANNUAL REPORT FOR SUCH YEAR FOR
THE BORROWER AND MEDACQUISITION, CONTAINING FINANCIAL STATEMENTS FOR SUCH YEAR
CERTIFIED IN A MANNER ACCEPTABLE TO THE BANK BY MCGLADREY & PULLEN, LLP OR OTHER
INDEPENDENT PUBLIC ACCOUNTANTS ACCEPTABLE TO THE BANK AND (B) A BUDGET AND
PROJECTIONS PREPARED BY THE BORROWER AND MEDACQUISITION IN A FORM ACCEPTABLE TO
THE BANK FOR THE FISCAL YEAR THAT HAS JUST BEGUN; (III) PROMPTLY UPON THE
SENDING OR FILING THEREOF COPIES OF ALL PUBLIC REPORTS FILED BY THE BORROWER OR
MEDACQUISITION WITH THE SECURITIES AND EXCHANGE COMMISSION OR TO ANY NATIONAL
SECURITIES EXCHANGE; (IV) PROMPTLY UPON THE FILING OR RECEIVING THEREOF, COPIES
OF ALL REPORTS THAT THE BORROWER OR MEDACQUISITION FILES UNDER ERISA OR THAT THE
BORROWER OR MEDACQUISITION RECEIVES FROM THE PENSION BENEFIT GUARANTY
CORPORATION IF SUCH REPORT SHOWS ANY MATERIAL VIOLATION OR POTENTIAL VIOLATION
BY THE BORROWER OF ITS OBLIGATIONS UNDER ERISA; (V) SUCH OTHER INFORMATION
CONCERNING THE CONDITIONS OR OPERATIONS, FINANCIAL OR OTHERWISE, OF THE BORROWER
AND MEDACQUISITION AS THE BANK FROM TIME TO TIME MAY REASONABLY REQUEST; (VI)
WITHIN 30 DAYS AFTER THE END OF EACH MONTH, A BORROWING BASE CERTIFICATE,
TOGETHER WITH AN ACCOUNTS RECEIVABLE AND ACCOUNTS PAYABLE AGING, FOR THE MONTH
MOST RECENTLY ENDED.
(B)
VISITATION RIGHTS.
AT ANY REASONABLE TIME
AND FROM TIME TO TIME, PERMIT THE BANK OR ANY AGENTS OR REPRESENTATIVES THEREOF,
TO EXAMINE AND MAKE COPIES OF AND ABSTRACTS FROM THE RECORDS AND BOOKS OF
ACCOUNT OF, AND VISIT THE PROPERTIES OF, THE BORROWER AND MEDACQUISITION, AND TO
DISCUSS THE AFFAIRS, FINANCES AND ACCOUNTS OF THE BORROWER AND MEDACQUISITION
WITH ANY OF ITS RESPECTIVE OFFICERS OR DIRECTORS.
THE
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BORROWER WILL REIMBURSE THE BANK FOR ITS REASONABLE COSTS AND EXPENSES OF
CONDUCTING SUCH PERIODIC EXAMINATIONS.
(C)
NOTIFICATION OF DEFAULT, ETC.
NOTIFY THE
BANK AS PROMPTLY AS PRACTICABLE (BUT IN ANY EVENT NOT LATER THAN 5 BUSINESS
DAYS) AFTER THE BORROWER OR MEDACQUISITION OBTAINS KNOWLEDGE OF: (I) THE
OCCURRENCE OF ANY EVENT WHICH CONSTITUTES AN EVENT OF DEFAULT OR WHICH WOULD
CONSTITUTE AN EVENT OF DEFAULT WITH THE PASSAGE OF TIME OR THE GIVING OF NOTICE
OR BOTH; OR (II) THE COMMENCEMENT OF ANY LITIGATION OR GOVERNMENTAL PROCEEDINGS
OF ANY