|PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/27/2019|
[FORM OF] NOTICE OF BORROWING
[NOTE: No Notice of Borrowing shall be delivered to the Agent or any Lender during the hours of 9:00 a.m. through 4:00 p.m., New York City time, on any Business Day]
Cantor Fitzgerald Securities
Ladies and Gentlemen:
Reference is hereby made to that certain Senior Secured Superpriority Debtor-In-Possession Credit Agreement, dated as of February 22, 2019 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), by and among Pernix Therapeutics Holdings, Inc., a Maryland corporation and a debtor and a debtor-in-possession (the “Borrower”), the lenders party thereto as “Lenders”, and Cantor Fitzgerald Securities, as administrative agent for each member of the Lender Group (in such capacity, together with its successors and assigns in such capacity, the “Agent”). Terms defined in the Credit Agreement are used herein with the same meanings unless otherwise defined herein.
The undersigned hereby gives you notice pursuant to Section 2.3(a) of the Credit Agreement that it requests Borrowings under the Credit Agreement to be made on [●], 20[●], and in that connection sets forth below the terms on which the Borrowings are requested to be made:
2 The Agent must be notified in writing, which must be received by the Agent no later than 11:00 a.m. on the Business Day that is three (3) Business Days prior to the requested Funding Date; provided, that (i) a Notice of Borrowing in respect of any Borrowing to be made on the Closing Date may be delivered no later than 6:00 p.m. on the Business Day prior to the Closing Date (or such later time as may be reasonably agreed by the Required Lenders), (ii) Agent may, at the direction of the Required Lenders in their sole discretion, elect to accept as timely requests that are received later than 11:00 a.m. on the applicable Business Day and (iii) no Notice of Borrowing shall be delivered to the Agent or any Lender during the hours of 9:00 a.m. through 4.00 p.m. New York City time, on any Business Day. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, the Borrower agrees that any such telephonic notice will be confirmed in writing within one (1) Business Day of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request.