Limited Partners’ Capital. The total of the Capital Balance of all Limited Partners.

Withdrawal of Capital. Prior to the dissolution and liquidation of the Partnership, no Partner shall have the right, during the term of the Partnership, to require the return of all or any portion of his Initial Capital Contribution, except that distributions made in accordance with Article VIII may represent in whole or in part a return of capital. Upon any return of partnership capital this Agreement shall be amended as provided by the Law.

Excess Capital Contribution. In the event that the cost to change and convert the business premises of the Business, including both cash and the fair market value of any property contributed in kind, reasonable reserves and organizational costs hereof do not equal or exceed Four Million Dollars ($4,000,000.00), any excess shall be returned to the Limited Partners, pro-rata, as a partial refund of their Initial Capital Contribution. Upon any return of partnership capital, this Agreement shall be amended as required by Law.

Tier 2 Capital. If all or any portion of the Subordinated Notes ceases to be deemed to be Tier 2 Capital, other than due to the limitation imposed on the capital treatment of subordinated debt during the five (5) years immediately preceding the Maturity Date of the Subordinated Notes, the Company will promptly notify the Noteholder (as defined in the Subordinated Note), and thereafter, if requested by the Company, the Company and the Noteholder (as defined in the Subordinated Note) will work together in good faith to execute and deliver all agreements as reasonably necessary in order to restructure the applicable portions of the obligations evidenced by the Subordinated Notes to qualify as Tier 2 Capital; provided, however, that nothing contained in this Agreement shall limit the Company’s right to redeem the Subordinated Notes upon the occurrence of a Tier 2 Capital Event as described in the Subordinated Notes.

Return of Capital. If any Obligor shall receive any Return of Capital and is not otherwise included in [clauses (i), (ii), (iii) or (iv) of this Section 2.10(d)] (other than from any Designated Subsidiary), the Borrower shall prepay an aggregate principal amount of Loans equal to 90% of such Return of Capital (excluding amounts payable by the Borrower pursuant to [Section 2.15]) no later than the fifth Business Day following the receipt of such Return of Capital (such prepayments to be applied as set forth in [Section 2.09(b)]).

Working Capital Commitment. HLTT will contribute working capital as needed for the conduct of the Wound Care Business by HWC and/or PBI. HLTT will make the capital contributions to HWC, and HWC shall in turn make non-interest-bearing demand loans as needed by PBI to carry on its Wound Care Business. HLTT’s obligation to contribute working capital to HWC (for itself or for PBI) will terminate upon the earlier of these events:

Average Invested Capital. Average Invested Capital for a Performance Period means the average of the Invested Capital of the Company as of the last day of the immediately preceding Performance Period and the last day of each fiscal quarter in the Performance Period.

Growth Capital Advances. Subject to Section 2.6(b), the principal amount outstanding for each Growth Capital Advance shall accrue interest at a floating per annum rate equal to three percentage points (3.00%) above the Prime Rate, which interest shall be payable monthly in accordance with Section 2.6(d) below.

“Opta Minerals Disposition” means the direct or indirect sale, transfer or other disposition of all or any part of the Capital Stock or assets of Opta Minerals Inc. (for the avoidance of doubt, including a sale, transfer or other disposition of Capital Stock of any Person owning such Capital Stock or assets, so long as substantially all of the Capital Stock or assets of such Person consists of such Capital Stock or assets).

Changed the Company's authorized or issued capital stock, granted any stock option or right to purchase shares of capital stock of the Company; issued any security convertible into such capital stock; granted any registration rights, warrants or stock awards; purchased, redeemed, retired, or otherwise acquired any shares of any such capital stock; or, except for the Excluded Assets which may be transferred to the Sellers or their designees on or prior to the Closing Date, declared or paid any dividend or other distribution or payment in respect of shares of capital stock;