ACCUMULATED FUNDING DEFICIENCY (AS SUCH TERM IS DEFINED
IN ERISA) AS OF THE LAST DAY OF THE MOST RECENT FISCAL YEAR OF SUCH PLAN ENDED
PRIOR TO THE DATE HEREOF, OR WOULD HAVE HAD SUCH AN ACCUMULATED FUNDING
DEFICIENCY ON SUCH DATE IF SUCH YEAR WERE THE FIRST YEAR OF SUCH PLAN, AND NO
MATERIAL LIABILITY TO THE PENSION BENEFIT GUARANTY CORPORATION HAS BEEN, OR IS
EXPECTED BY THE BORROWER OR MEDACQUISITION TO BE, INCURRED WITH RESPECT TO ANY
SUCH PLAN.
NO
13
REPORTABLE EVENT (AS DEFINED IN ERISA) HAS OCCURRED AND IS CONTINUING IN RESPECT
TO ANY SUCH PLAN.
(J)
DEFAULTS.
NEITHER THE BORROWER NOR
MEDACQUISITION IS IN DEFAULT IN THE PAYMENT OF PRINCIPAL OR INTEREST ON ANY
INDEBTEDNESS FOR BORROWED MONEY AND IS NOT IN DEFAULT UNDER ANY INSTRUMENT OR
AGREEMENT UNDER OR SUBJECT TO WHICH ANY INDEBTEDNESS FOR BORROWED MONEY HAS BEEN
ISSUED, AND NO EVENT HAS OCCURRED AND IS CONTINUING THAT, WITH OR WITHOUT THE
LAPSE OF TIME OR THE GIVING OF NOTICE, OR BOTH, CONSTITUTES OR WOULD CONSTITUTE
AN EVENT OF DEFAULT UNDER ANY SUCH INSTRUMENT OR AGREEMENT OR AN EVENT OF
DEFAULT HEREUNDER.
(K)
SUBSIDIARIES.
THE BORROWER HAS NO
SUBSIDIARIES OTHER THAN MEDACQUISITION.
(L)
BURDENSOME CONTRACTS.
NEITHER THE
BORROWER NOR MEDACQUISITION IS SUBJECT TO ANY CONTRACTS OR AGREEMENTS OUTSIDE
THE ORDINARY COURSE OF BUSINESS THE TERMS OF WHICH, IF ENFORCED, WOULD
MATERIALLY ADVERSELY AFFECT THE FINANCIAL CONDITION OR OPERATIONS OF THE
BORROWER OR MEDACQUISITION.
(M)
PATENTS, TRADEMARKS, ETC.
EACH OF THE
BORROWER AND MEDACQUISITION HAS GOOD AND MARKETABLE TITLE OR VALID LICENSES TO
ALL PATENTS, TRADEMARKS, PROCESSES AND COPYRIGHTS THAT ARE NECESSARY FOR THE
OPERATION OF THE BORROWER'S AND MEDACQUISITION'S BUSINESSES.
(N)
USE OF PROCEEDS FOR SECURITIES
TRANSACTIONS.
NO PROCEEDS OF ANY ADVANCE OR THE TERM LOAN WILL BE USED TO
ACQUIRE ANY SECURITY IN ANY TRANSACTION THAT IS SUBJECT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934.
14
(O)
REGULATION U.
NEITHER THE BORROWER NOT
MEDACQUISITION IS ENGAGED IN THE BUSINESS OF EXTENDING CREDIT FOR THE PURPOSE OF
PURCHASING OR CARRYING MARGIN STOCK (WITHIN THE MEANING OF REGULATION U ISSUED
BY THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM), AND NO PROCEEDS OF ANY
ADVANCE OR THE TERM LOAN WILL BE USED TO PURCHASE OR CARRY ANY MARGIN STOCK OR
TO EXTEND CREDIT TO OTHERS FOR THE PURPOSE OF PURCHASING OR CARRYING ANY MARGIN
STOCK.
(P)
BIOMEC PURCHASE.
THE BIOMEC PURCHASE HAS
BEEN COMPLETED, OR WILL BE COMPLETED CONTEMPORANEOUSLY WITH THE FIRST FUNDING OF
AN ADVANCE OR THE TERM LOAN, SUBSTANTIALLY IN ACCORDANCE WITH TERMS OF THE ASSET
PURCHASE AGREEMENT DATED AS OF JULY 21, 2003, A COPY OF WHICH THE BORROWER HAS
PROVIDED TO THE BANK.
THE BORROWER HAS PROVIDED A COPY OF EACH AMENDMENT TO
SUCH ASSET PURCHASE AGREEMENT TO THE BANK.
ARTICLE V.
COVENANTS OF THE BORROWER
SECTION 5.1.
AFFIRMATIVE COVENANTS.
SO LONG AS ANY NOTE SHALL
REMAIN UNPAID OR THE BANK SHALL HAVE A COMMITMENT HEREUNDER, THE BORROWER WILL,
UNLESS THE BANK SHALL GIVE