Notice of Interest and Yield. No later than the seventh (7th) day of each calendar month (or, if such day is not a Business Day, then the next succeeding Business Day), (i) Administrative Agent shall deliver to Lessee and each Investor notice of monthly rental in the form of Exhibit D (with appropriate insertions) setting forth a calculation of the amount of Yield due and payable on the Scheduled Payment Date for the Interest Period ending on the next succeeding Scheduled Payment Date, and (ii) the Administrator shall deliver to Administrative Agent and Lessee in the form of Exhibit D (with appropriate insertions) a calculation of the amount of accrued interest due and payable on all outstanding Conduit Loans and Facility Loans under the Loan Agreement on the next Scheduled Payment Date and other accrued amounts payable to Eagle under the Operative Documents; provided that in each case the failure of any such Agent to provide such notice shall not relieve Lessee from any liability that it may have under the Operative Documents to pay any such amount; provided further that any such Agent's PARTICIPATION AGREEMENT failure to give such notice shall result in no liability to it. If HGSI has not received notice from the Administrative Agent in respect of Yield or from the Administrator in respect of accrued interest, HGSI shall immediately notify in writing the Administrative Agent and/or the Administrator, as applicable, to request such information. If either or both the Administrative Agent or the Administrator fail to notify in writing HGSI of the amounts due for the next succeeding Scheduled Payment Date, HGSI shall pay to Lessor, subject to the next sentence, in the manner set forth in Section 3 of the Lease, in lieu of the amount required under Section 3.1 of the Lease for the next succeeding Scheduled Payment Date, (x) in the case no written notice of the amount of Yield has been delivered, 110% of the amount of Yield due and payable for the Scheduled Payment Date closest to the Scheduled Payment Date in question for which a written notice had been delivered in accordance with Section 2.3(b), and (y) in the case no written notice of the accrued interest has been delivered, 110% of the accrued interest due and payable for the Scheduled Payment Date closest to the Scheduled Payment Date in question for which a written notice had been delivered in accordance with Section 2.3(b). If after payment of an amount pursuant to the next preceding sentence, HGSI receives a notice of the amount due for the Scheduled Payment Date in question, an adjustment shall be made such that, where HGSI actually paid an amount greater than the component of Base Rent due and payable for such date (assuming the notice had been timely delivered), such difference shall be remitted by the party receiving the excess to HGSI, and where HGSI actually paid an amount less than the component of Base Rent due and payable (assuming the notice had been timely delivered) HGSI shall pay to Lessor the shortfall no later than the fifth (5th) Business Day next succeeding delivery of such written notice. For purposes of Section 18.1 of the Lease both the preliminary payment by HGSI above and any payment it is required to make in adjustment thereof shall be considered Base Rent.
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Sources: Participation Agreement (Human Genome Sciences Inc)
Notice of Interest and Yield. No later than the seventh tenth (7th10th) day of each calendar month (or, if such day is not a Business Day, then the next succeeding Business Day), (i) Administrative the Collateral Agent shall deliver to Lessee and each Investor notice of monthly rental in the form of Exhibit D (with appropriate insertions) setting forth a calculation of the amount of Yield due and payable, on the Scheduled Payment Date for the Interest Period ending immediately prior to such date, (ii) the Administrative Agent shall deliver to Collateral Agent and Lessee a calculation of the amount of interest due on all outstanding HSFC Loans, and other accrued amounts payable under the HSFC Loan Agreement, on the Scheduled Payment Date for the Interest Period ending on the next succeeding Scheduled Payment Datesuch date, and (iiiii) the Administrator shall deliver to Administrative Collateral Agent and Lessee in the form of Exhibit D (with appropriate insertions) a calculation of the amount of accrued interest due and payable on all outstanding Conduit Loans and Facility Loans under the Conduit Loan Agreement Agreement, on the next Scheduled Payment Date for the immediately preceding calendar month and other accrued amounts payable to Eagle the Conduit under the Operative Documents, and (iv) the Administrator shall deliver to the Lessee a calculation of the amount of accrued interest due and payable on all outstanding Facility Loans under the Conduit Loan Agreement, on the Scheduled Payment Date for the Interest Period ending on such date; provided that in each case the failure of any such Agent to provide such notice shall not relieve Lessee from any liability that it may have under the Operative Documents to pay any such amount; provided further that any such Agent's PARTICIPATION AGREEMENT failure to give such notice shall result in no liability to it. If HGSI has not received notice from the Administrative Agent in respect of Yield or from the Administrator in respect of accrued interest, HGSI shall immediately notify in writing the Administrative Agent and/or the Administrator, as applicable, to request such information. If either or both the Administrative Agent or the Administrator fail to notify in writing HGSI of the amounts due for the next succeeding Scheduled Payment Date, HGSI shall pay to Lessor, subject to the next sentence, in the manner set forth in Section 3 of the Lease, in lieu of the amount required under Section 3.1 of the Lease for the next succeeding Scheduled Payment Date, (x) in the case no written notice of the amount of Yield has been delivered, 110% of the amount of Yield due and payable for the Scheduled Payment Date closest to the Scheduled Payment Date in question for which a written notice had been delivered in accordance with Section 2.3(b), and (y) in the case no written notice of the accrued interest has been delivered, 110% of the accrued interest due and payable for the Scheduled Payment Date closest to the Scheduled Payment Date in question for which a written notice had been delivered in accordance with Section 2.3(b). If after payment of an amount pursuant to the next preceding sentence, HGSI receives a notice of the amount due for the Scheduled Payment Date in question, an adjustment shall be made such that, where HGSI actually paid an amount greater than the component of Base Rent due and payable for such date (assuming the notice had been timely delivered), such difference shall be remitted by the party receiving the excess to HGSI, and where HGSI actually paid an amount less than the component of Base Rent due and payable (assuming the notice had been timely delivered) HGSI shall pay to Lessor the shortfall no later than the fifth (5th) Business Day next succeeding delivery of such written notice. For purposes of Section 18.1 of the Lease both the preliminary payment by HGSI above and any payment it is required to make in adjustment thereof shall be considered Base Rent.
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