THE SAME TOGETHER WITH THE STEPS TAKEN BY BORROWER
WITH RESPECT THERETO.
4.9
USE OF PROCEEDS.
THE BORROWER SHALL USE THE PROCEEDS OF THE LOANS
FOR WORKING CAPITAL AND GENERAL CORPORATE PURPOSES.
SECTION 5
NEGATIVE COVENANTS
5.1
MERGER.
THE BORROWER WILL NOT SELL ALL OR SUBSTANTIALLY ALL ITS
ASSETS TO ANY OTHER PERSON OR ENTITY, OR BE ACQUIRED BY MERGER OR CONSOLIDATION
WITH OR INTO ANY OTHER ENTITY WITHOUT THE CONSENT OF THE LENDER, WHICH CONSENT
SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED.
5.2
LIENS.
THE BORROWER WILL NOT GRANT OR SUFFER TO EXIST ANY
MORTGAGE, PLEDGE, TITLE RETENTION AGREEMENT, SECURITY INTEREST, LIEN, CHARGE OR
ENCUMBRANCE WITH RESPECT TO THE COLLATERAL FOR THE LOANS.
5.3
BUSINESS.
THE BORROWER WILL NOT ENGAGE IN ANY BUSINESS OTHER THAN
THE BUSINESS IN WHICH IT IS CURRENTLY ENGAGED OR A BUSINESS REASONABLY ALLIED
THERETO WITHOUT THE CONSENT OF THE LENDER, WHICH CONSENT WILL NOT BE
UNREASONABLY WITHHELD OR DELAYED.
SECTION 6
SECURITY
6.1
GRANT OF SECURITY INTEREST.
AS SECURITY FOR THE REPAYMENT OF EACH
LOAN AND THE PAYMENT OF ALL OTHER LIABILITIES OF THE BORROWER TO THE LENDER, THE
BORROWER DOES HEREBY PLEDGE, ASSIGN AND TRANSFER TO THE LENDER AND DOES HEREBY
GRANT TO THE LENDER A CONTINUING AND UNCONDITIONAL SECURITY INTEREST IN AND TO
ALL ACCOUNTS (AS SUCH TERM IS DEFINED IN ARTICLE 9 OF THE ILLINOIS UNIFORM
COMMERCIAL CODE) OF THE BORROWER EXISTING NOW OR HEREAFTER ARISING DIRECTLY OR
INDIRECTLY FROM PRODUCT SALES UNDER THE DEVELOPMENT, MANUFACTURING AND MARKETING
AGREEMENT DATED AS OF DECEMBER 10, 1993 BETWEEN THE BORROWER AND BAXTER
HEALTHCARE CORPORATION, AS SUCH AGREEMENT MAY HAVE BEEN OR MAY BE AMENDED,
EXTENDED, RESTATED OR MODIFIED FROM TIME TO TIME (THE "PLATELET AGREEMENT"), ALL
OF WHICH, ALONG WITH PROCEEDS THEREFROM ARE INDIVIDUALLY AND COLLECTIVELY
REFERRED TO HEREIN AS THE "COLLATERAL".
6.2
DISPOSAL.
EXCEPT AS SET FORTH HEREIN, THE BORROWER SHALL NOT
SELL, ASSIGN (BY OPERATION OF LAW OR OTHERWISE) OR OTHERWISE DISPOSE OF, OR
GRANT ANY RIGHTS WITH RESPECT TO ANY OF THE COLLATERAL.
6.3
FURTHER ASSURANCES.
THE BORROWER SHALL, AT THE LENDER'S REQUEST,
AT ANY TIME AND FROM TIME TO TIME EXECUTE AND DELIVER SUCH FINANCING STATEMENTS,
AMENDMENTS AND OTHER
6
DOCUMENTS AND DO SUCH ACTS AS THE LENDER DEEMS NECESSARY IN ORDER TO ESTABLISH
AND MAINTAIN A VALID, ATTACHED AND PERFECTED FIRST PRIORITY SECURITY INTERESTS
IN THE COLLATERAL IN FAVOR OF THE LENDER, FREE AND CLEAR OF ALL LIENS AND CLAIMS
AND RIGHTS OF THIRD PARTIES WHATSOEVER.
THE BORROWER HEREBY IRREVOCABLY
AUTHORIZES THE LENDER AT ANY TIME, AND FROM TIME TO TIME, TO FILE IN ANY
JURISDICTION ANY INITIAL FINANCING STATEMENT, AMENDMENTS THERETO OR OTHER
DOCUMENTS IN THE FORM AND SUBSTANCE THAT THE LENDER DEEMS NECESSARY TO PROTECT
ITS INTEREST IN THE COLLATERAL.
SECTION 7
DEFAULT
7.1
EVENTS OF DEFAULT.
THE OCCURRENCE OF ANY OF THE FOLLOWING EVENTS
SHALL BE AN EVENT OF DEFAULT HEREUNDER:
(A)
THE BORROWER SHALL FAIL TO PAY ANY
INSTALLMENT OF PRINCIPAL OR INTEREST ON ACCOUNT OF ANY LOAN OR ANY OTHER
LIABILITIES OF