IS 75
DAYS, THEN THE MAXIMUM AMOUNT WP COULD REQUEST ON THE FIRST BORROWING DATE IS
$816,000 AND THE MAXIMUM AMOUNT WP COULD REQUEST ON THE SECOND BORROWING DATE IS
$408,000.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL WP BE ABLE TO
BORROW MORE THAN $4,080,000 UNDER THIS FCG LOAN AGREEMENT.
WITHIN 3 BUSINESS DAYS OF THE ANY BORROWING DATE, WP SHALL SUBMIT FCG A REQUEST
TO BORROW ("REQUEST") WHICH SHALL (I) STATE THE AMOUNT THAT IT WOULD LIKE TO
BORROW UNDER THIS FCG LOAN AGREEMENT (BASED ON THE CALCULATIONS SET FORTH
ABOVE), AND (II) PROVIDE SATISFACTORY EVIDENCE TO FCG TO SUPPORT THE AMOUNT OF
ITS A/R DAYS OUTSTANDING OR ITS ACTUAL A/R USED IN THE CALCULATION.
FCG SHALL
HAVE THE OPTION TO AUDIT THE REQUEST, THE COSTS OF WHICH SHALL BE BORNE BY WP IF
FCG FINDS ANY INCONSISTENCIES OR ERRORS IN THE A/R DAYS OUTSTANDING OR ACTUAL
A/R DETERMINATION DUE TO DEVIATIONS FROM ITS PAST CUSTOMS AND PRACTICES FOR THE
RETIRING OF BAD DEBT, ETC.
CONDITIONS TO BORROW:
IN ADDITION TO OTHER CUSTOMARY
CONDITIONS, EACH OF THE FOLLOWING CONDITIONS MUST BE SATISFIED BEFORE WP MAY
BORROW UNDER ITS FCG LOAN AGREEMENT:
1.
ALL OF ITS HOSPITAL OBLIGATIONS
(DEFINED ABOVE) SHALL HAVE BEEN SATISFIED.
2.
WP SHALL HAVE COMPLIED WITH THE
PROCESSES AND PROCEDURES UNDER "BORROW MECHANISMS" (SET FORTH ABOVE).
SPECIFICALLY, (I) WP CAN ONLY BORROW ON A BORROWING DATE, AND (II) WP SHALL
SUBMIT A REQUEST TO FCG AND STATE THE AMOUNT OF MONEY IT WOULD LIKE TO BORROW
BASED ON THE CALCULATIONS ABOVE.
3.
WP MAY NOT BORROW UNDER THIS FCG LOAN
AGREEMENT PRIOR TO THE COMMENCEMENT DATE OR AFTER THE FIFTH BORROWING DATE.
4.
WP MAY NOT BORROW UNDER THIS FCG LOAN
AGREEMENT IF IT HAS REACHED THE MAXIMUM LIMIT OF THIS FCG LOAN AGREEMENT.
4
5.
NO EVENT SHALL HAVE OCCURRED WHICH HAS
HAD OR REASONABLY COULD HAVE A MATERIAL ADVERSE EFFECT ON STELLARIS OR WP, AND
NEITHER STELLARIS NOR WP SHALL HAVE SUFFERED ANY MATERIAL LOSS OR DAMAGE TO ANY
OF ITS PROPERTIES OR ASSETS SINCE THE COMMENCEMENT DATE, WHICH CHANGE, LOSS OR
DAMAGE MATERIALLY AFFECTS OR IMPAIRS THE ABILITY OF STELLARIS OR WP TO CONDUCT
ITS BUSINESS OR SATISFY ITS OBLIGATIONS UNDER THE FCG LOAN AGREEMENT.
6.
NO EVENT OF DEFAULT (DEFINED BELOW) BY
STELLARIS OR WP HAS OCCURRED.
7.
WP SHALL HAVE DULY EXECUTED AND
DELIVERED A NOTE FOR THE AMOUNT THAT IT BORROWS ON ANY BORROWING DATE.
EVENTS OF DEFAULT:
IN ADDITION TO
OTHER CUSTOMARY EVENTS OF DEFAULTS, THE FOLLOWING SHALL CONSTITUTE AN "EVENT OF
DEFAULT:"
1.
THE TERMINATION OF THE AGREEMENT BY
STELLARIS OR FCG FOR ANY REASON, OR A BREACH BY WP OF THE TERMS OF THIS FCG LOAN
AGREEMENT.
2.
STELLARIS' FAILURE TO TIMELY PAY ALL
UNDISPUTED FEES ASSOCIATED WITH THE AGREEMENT, INCLUDING ALL FEES ASSOCIATED
WITH THE MEDITECH SOFTWARE IMPLEMENTATION AND THE TRANSITION SERVICES PROVIDED
BY FCG.
3.
WP'S FAILURE TO TIMELY PAY ALL
OUTSTANDING PRINCIPAL AMOUNTS BORROWED UNDER THIS FCG LOAN AGREEMENT