ON THE
APPLICABLE MATURITY DATE IN ACCORDANCE WITH THE TERMS OF THE NOTE.
4.
STELLARIS OR WP'S DEFAULT UNDER ANY
LOAN, EXTENSION OF CREDIT, LINE OF CREDIT, CREDIT FACILITY, SECURITY AGREEMENT,
OR OTHER AGREEMENT THAT WOULD MATERIALLY AFFECT STELLARIS OR WP'S PROPERTY,
ACCOUNTS RECEIVABLE OR THE ABILITY OF WP TO REPAY ANY AMOUNTS UNDER THIS FCG
LOAN AGREEMENTS OR PERFORM ITS OBLIGATIONS UNDER ANY AGREEMENT RELATED TO THIS
FCG LOAN AGREEMENT.
5.
THE DISSOLUTION OR TERMINATION OF
STELLARIS OR WP AS AN OPERATING BUSINESS, THE INSOLVENCY OF STELLARIS OR WP
(DETERMINED IF THE ENTITY IS UNABLE TO PAY ITS DEBTS BEFORE THEY BECOME DUE OR
IF ITS TOTAL LIABILITIES EXCEED ITS TOTAL ASSETS), THE APPOINTMENT OF A RECEIVER
FOR STELLARIS OR WP'S BUSINESS OR PROPERTY, ANY ASSIGNMENT FOR THE BENEFIT OF
CREDITORS, ANY TYPE OF CREDITOR WORKOUT, OR THE COMMENCEMENT OF ANY PROCEEDING
UNDER ANY BANKRUPTCY OR INSOLVENCY LAWS BY OR AGAINST STELLARIS OR WP.
6.
THE COMMENCEMENT OF FORECLOSURE OR
FORFEITURE PROCEEDINGS, WHETHER BY JUDICIAL PROCEEDING, REPOSSESSION OR ANY
OTHER METHOD, BY ANY CREDITOR OF STELLARIS OR WP, OR BY ANY GOVERNMENTAL AGENCY
AGAINST ANY COLLATERAL SECURING ANY LOAN OR CREDIT FACILITY.
7.
ANY CHANGE IN OWNERSHIP OF 25% OR MORE
OF STELLARIS OR WP.
8.
WP'S USE OF THE FUNDS BORROWED FROM
THIS FCG LOAN AGREEMENT TO REPAY ANY OF ITS EXISTING DEBT, EXCEPT IF REQUIRED
UNDER PREVIOUSLY EXISTING TERMS AND WP DOES NOT HAVE SUFFICIENT CASH AVAILABLE
ON HAND.
5
9.
STELLARIS' DIVESTITURE OR SALE OF WP
SHALL CONSTITUTE AN "EVENT OF DEFAULT" UNDER THIS FCG LOAN AGREEMENT.
REMEDIES UPON DEFAULT:
UPON ANY EVENT OF DEFAULT BY WP OR THE
TERMINATION OF THE AGREEMENT, FCG MAY IMMEDIATELY DECLARE THE ENTIRE UNPAID
PRINCIPAL AMOUNT OUTSTANDING UNDER THIS FCG LOAN AGREEMENT AND THE NOTES TO BE
IMMEDIATELY DUE AND PAYABLE, AND TERMINATE THIS FCG LOAN AGREEMENT.
UPON ANY
EVENT OF DEFAULT CAUSED BY STELLARIS, FCG MAY IMMEDIATELY TERMINATE THIS FCG
LOAN AGREEMENT AND ALL OUTSTANDING NOTES UNDER THE FCG LOAN AGREEMENT WILL
REMAIN DUE AND PAYABLE UPON THEIR RESPECTIVE MATURITY DATES.
IF ANY PRINCIPAL
AMOUNTS ARE NOT IMMEDIATELY REPAID UPON THE APPLICABLE MATURITY DATES, FCG SHALL
BEGIN TO ACCRUE INTEREST CHARGES (AS SET FORTH BELOW) AND SHALL BE ENTITLED TO
TAKE ALL NECESSARY ACTIONS TO ENFORCE WP'S REPAYMENT OBLIGATIONS. UPON ANY EVENT
OF DEFAULT CAUSED BY STELLARIS, FCG SHALL BE ENTITLED TO TERMINATE THE AGREEMENT
FOR CAUSE IN ACCORDANCE WITH THE TERMS OF SUCH AGREEMENT.
UPON ANY EVENT OF
DEFAULT BY WP, FCG SHALL BE ENTITLED TO SUSPEND ALL SERVICES TO WP UNDER THE
AGREEMENT WITHOUT BEING SUBJECT TO ANY SERVICE LEVEL CREDITS OR OTHER PENALTIES;
PROVIDED THAT (I) FCG PROVIDES WP WITH REASONABLE WRITTEN NOTICE OF A PROPOSED
SUSPENSION, (II) THE SUSPENSION DOES NOT INTERFERE WITH OR HAVE AN ADVERSE
EFFECT ON FCG'S RENDITION OF SERVICES TO THE OTHER STELLARIS FACILITIES; AND
(III) FCG PROMPTLY RECOMMENCES PROVIDING SERVICES TO WP IF WP CURES ITS DEFAULT
UNDER THIS FCG LOAN AGREEMENT (INCLUDING INTEREST).
TERMINATION:
THIS FCG LOAN AGREEMENT