|PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/27/2019|
from sales or dispositions of Collateral pursuant to clause (q) of the definition of “Permitted Dispositions” under this Agreement or any other sale, transfer or disposition outside of the Ordinary Course of Business (other than any Non-Exclusive License), 100% of such Net Cash Proceeds shall be required to be applied in accordance with clause (D) below.
(C) If the aggregate amount required to be paid on any date pursuant to clause (A) or (B) above is less than $50,000, the Borrower may defer any payments required pursuant to such clause until the first date on which the aggregate Net Cash Proceeds required to be applied pursuant to such clause equals or exceeds $50,000 (at which time all theretofore unapplied amounts pursuant to such clause shall be required to be applied).
(D) Any prepayment required pursuant to clauses (A) through (B) above shall be applied to obligations under this Agreement in the following manner: all prepayment amounts shall first, be offered to prepay the accrued and unpaid interest with respect to the Loans hereunder, second, be offered to prepay the outstanding principal amount of the Loans hereunder (with the balance, if any, to reduce permanently any unused Commitments hereunder) in accordance with the provisions of this clause (D), third, be applied as required pursuant to the DIP Orders and fourth, be made available to the Borrower for general corporate purposes in accordance with the Approved Budget. The offer to prepay under clauses first and second shall be made as follows: within three (3) Business Days after the occurrence of any prepayment event described in clauses (A) and (B) above, the Borrower shall make an offer to apply all applicable prepayment amounts to prepay the accrued and unpaid interest and outstanding principal amount of the Loans hereunder (with the balance, if any, to reduce permanently any unused Commitments hereunder) on the date that is three (3) Business Days after the offer date (a “Prepayment Date”); provided that any prepayment as a result of the closing under any Sale Agreement shall be applied substantially concurrently with such closing. Any Lender may elect not to accept its pro rata portion of any such prepayment amount pursuant to clause second above (the “Declined Amount”) by delivering a written notice thereof to the Agent at least one Business Day prior to the applicable Prepayment Date, which Declined Amount shall then be applied in accordance with clauses third and fourth above.
2.5 Promise to Pay; Promissory Notes.
(a) Borrower agrees to pay the Lender Group Expenses on the earlier of (i) the first day of the month following the date on which the applicable Lender Group Expenses were first incurred or (ii) the date on which demand therefor is made by Agent (it being acknowledged and agreed that any charging of such costs, expenses or Lender Group Expenses to the Loan Account pursuant to the provisions of Section 2.6(d) shall be deemed to constitute a demand for payment thereof for the purposes of this subclause (ii)). Borrower promises to pay all of the Obligations (including principal, interest, premiums, if any, fees, costs, and expenses (including Lender Group Expenses)) in full on the Maturity Date or, if earlier, on the date on which the Obligations become due and payable pursuant to the terms of this Agreement. Borrower agrees that its obligations contained in the first sentence of this Section 2.5(a) shall survive payment or satisfaction in full of all other Obligations.
(b) Any Lender may request that any portion of its Commitments or the Loans made by it be evidenced by one or more promissory notes (each a “Note”), in substantially the form attached hereto as Exhibit N-1. In such event, Borrower shall execute and deliver to such Lender the requested Note payable to the order of such Lender in a form furnished by Agent and reasonably satisfactory to Borrower. Thereafter, the portion of the Commitments and Loans evidenced by such Note and interest thereon shall at all times be represented by one or more Notes in such form payable to the order of the payee named therein.