|PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/27/2019|
expenses incurred during the period commencing on the calendar day after the most recent Calculation Date for which a Weekly Statement has already been delivered and concluding on the date of the Default Notice.
(c) Carve-Out Account. Upon the occurrence and during the continuance of a Termination Event, the DIP Agent may deliver a written Default Notice, which may be delivered by any means permitted under the DIP Credit Agreement, to the Debtors (such day, the “Termination Declaration Date”). The Default Notice shall (x) constitute a demand to the Debtors to utilize all cash on hand as of such date and any available cash thereafter held by any Debtor to fund an account (the “Carve-Out Account”), and (y) be deemed a draw request and notice of borrowing by the DIP Loan Parties for Delayed Draw Loans under the Delayed Draw Commitment (each as defined in the DIP Credit Agreement) (on a pro rata basis based on the then outstanding Delayed Draw Commitments), after taking into account the funding described in the previous clause (x), in an amount equal to the lesser of (1) the Carve-Out and (2) the remaining availability under the Delayed Draw Commitments at the time the Default Notice is given (any such amounts actually advanced shall constitute a Loan (as defined in the DIP Credit Agreement)). Such amounts shall be held in trust in the Carve-Out Account to pay the Pre-Default Notice Amount and the Post-Default Notice Carve-Out Cap. Notwithstanding anything to the contrary in the DIP Loan Documents, this Interim Order or the Final Order, following delivery of a Default Notice (x) the DIP Agent shall not sweep or foreclose on cash (including cash received as a result of the sale or other disposition of any assets) of the Debtors until the Carve-Out Account has been funded in accordance with the terms of this paragraph.
(d) Requirement to Fund Carve-Out Account. On the first business day after the Termination Declaration Date, notwithstanding anything in the DIP Credit Agreement to the