Stryker (SYK)

ARTICLE VI

AFFIRMATIVE COVENANTS

    So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, each Loan Party shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, 6.03 and 6.11) cause each Subsidiary to:

    6.01          Financial Statements.  Deliver to the Administrative Agent and each Lender:

    (a)                Within 90 days after the end of each fiscal year of the Company, a consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, shareholders' equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with GAAP and shall not be subject to any qualifications or exceptions as to the scope of the audit or the going concern status of the Company; and

    (b)               as soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, a consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations, shareholders' equity and cash flows for such fiscal quarter and for the portion of the Company's fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer as fairly presenting the financial condition, results of operations and cash flows of the Company and its Subsidiaries in accordance with GAAP, subject only to normal, recurring year-end audit adjustments and the absence of footnotes.

    6.02          Certificates; Other Information.  Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders:

    (a)                concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer;

    (b)               promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Company, and copies of all annual, regular, periodic and special reports and registration statements which the Company may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; and

    (c)                promptly, such additional information regarding the business, financial or corporate affairs of the Company or any Subsidiary as the Administrative Agent, at the reasonable request of any Lender, may from time to time request.

    Each document required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(b) shall be deemed to have been delivered on the date on which the Company posts such document on the Company's website on the Internet at the website address listed on Schedule 10.02 hereof, or when such document is posted on the Securities and Exchange Commission's website at www.sec.gov (the "SEC Website") or on an Internet website established by the Administrative Agent with Intralinks, Inc. or other similarly available electronic media (each of the foregoing an "Informational Website"); provided that the Administrative Agent shall be notified by electronic mail of the applicable Informational Website and of the posting of each such document.  The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above in this paragraph, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery.  The Company shall be responsible for (other than with respect to the SEC Website) and shall incur all risks associated with (including with respect to the SEC Website) the security and confidentiality of the Informational Websites and its information posted thereon.

    6.03          Notices.  Promptly notify the Administrative Agent and each Lender:

    (a)                of the occurrence of any Default or Event of Default;

    (b)               of any matter, event or development, financial or other, relating specifically to the Company or any of its Subsidiaries (and not of a general economic or political nature) that has resulted or would reasonably be expected to result in a Material Adverse Effect; provided that any notice required to be delivered pursuant to this Section 6.03(b) shall be deemed to have been delivered on the date on which the Company discloses any such matter, event or development in any Reports on Form 10-K, 10-Q or 8-K posted on the SEC Website; and

    (c)                any announcement by Moody's or S&P of any change in an Issuer Rating.

    Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action the Company has taken and proposes to take with respect thereto.  Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement or other Loan Document that have been breached.

    6.04          Payment of Taxes.  Pay and discharge as the same shall become due and payable, all its material tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Company or such Subsidiary.

    6.05          Preservation of Existence, Etc.  Except in a transaction permitted by Section 7.03, (a) preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization, (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, in the case of each of (a) and (b) the nonmaintenance, nonpreservation or nonrenewal of which would reasonably be expected to have a Material Adverse Effect.

    6.06          Maintenance of Properties.  (a) Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so would not reasonably be expected to have a Material Adverse Effect.

    6.07          Maintenance of Insurance.  Maintain with financially sound and reputable insurance companies, or with a captive insurance company that is an Affiliate of the Company as to which the Administrative Agent and the Lenders may request reasonable evidence of financial responsibility, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance) as are customarily carried under similar circumstances by such other Persons. 

    6.08          Compliance with Laws and Contractual Obligations.  Comply in all material respects with the requirements of all Laws and Contractual Obligations applicable to it or to its business or property, except in such instances in which (i) such requirement of Law or Contractual Obligation is being contested in good faith by appropriate proceedings diligently conducted or a bona fide dispute exists with respect thereto; or (ii) the failure to comply therewith would not reasonably be expected to have a Material Adverse Effect.

    6.09          Books and Records.  Maintain proper books of record and account, in which full, true and correct entries are made of all material dealings and transactions in relation to its business and activities.

    6.10          Inspection Rights.  Permit representatives and independent contractors of the Administrative Agent and the Lenders to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its officers and independent public accountants, at such reasonable times during normal business hours as may be reasonably desired, upon reasonable advance notice to a Responsible Officer; provided, however, that (a) the Administrative Agent and the Lenders shall not be entitled to more than one such inspection and one such discussion per year unless an Event of Default exists and (b) when an Event of Default has occurred and is continuing the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Company at any time during normal business hours and without advance notice.

    6.11          Use of Proceeds.  Use the proceeds of the Credit Extensions (a) with respect to any Revolving Loans, (i) for working capital, capital expenditures, and other general corporate purposes not in contravention of any Law or of any Loan Document; (ii) to refinance all indebtedness outstanding under the Existing Credit Facility; (iii) potentially to serve as a commercial paper liquidity back-stop; and (b) with respect to the Term Loan to fund in part a cash dividend by the Term Loan Borrower to its U.S. shareholder under Code Section 965.