|PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/27/2019|
1.5 Time References. Unless the context of this Agreement or any other Loan Document clearly requires otherwise, all references to time of day refer to Eastern standard time or Eastern daylight saving time, as in effect in New York, New York on such day. For purposes of the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to and including”; provided that, with respect to a computation of fees or interest payable to Agent or any Lender, such period shall in any event consist of at least one full day.
1.6 Schedules and Exhibits. All of the schedules and exhibits attached to this Agreement shall be deemed incorporated herein by reference.
2. LOANS AND TERMS OF PAYMENT.
(a) Subject to the terms and conditions and relying upon the representations and warranties set forth herein and in the other Loan Documents, each Lender agrees, severally and not jointly, to make to the Borrower on the Closing Date (i) a loan in an aggregate amount not to exceed such Lender’s Closing Date ABL Refinancing Commitment (the “Closing Date ABL Refinancing Loan”) and (ii) a loan in an aggregate amount not to exceed such Lender’s Closing Date General Purpose Commitment (the “Closing Date General Purpose Loan” and together with the Closing Date ABL Refinancing Loan, the “Closing Date Loans”).
(b) Subject to the terms and conditions and relying upon the representations and warranties set forth herein and in the other Loan Documents, each Lender agrees, severally and not jointly, to make loans to the Borrower from time to time after the Closing Date on any Business Day during the Availability Period (each such Loan, a “Delayed Draw Loan”), in each case, in an aggregate amount not to exceed such Lender’s Delayed Draw Commitment.
(c) Amounts repaid or repaid in respect of Loans may not be reborrowed. Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender).
(d) The outstanding principal amount of the Loans, together with interest accrued and unpaid thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement.
2.3 Borrowing Procedures and Settlements.
(a) Procedure for Borrowings. Each Borrowing shall be made by a written request in the form attached hereto as Exhibit B-1 (a “Notice of Borrowing”) by an Authorized Person delivered to Agent and received by Agent no later than 11:00 a.m. on the Business Day that is four (4) Business Days prior to the requested Funding Date with respect to any Loan, specifying, in each case, (A) the amount of such Borrowing, (B) the type of such Borrowing and (C) the requested Funding Date (which shall be a Business Day); 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