|PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/27/2019|
complete and prompt payment and performance of all the Secured Obligations (as defined in the TSA, the “Nalpropion Secured Obligations”), a second-priority security interest in and continuing lien (the “Prepetition Nalpropion Liens,” and together with the Prepetition Term Liens and Prepetition Revolving Liens, the “Prepetition Liens”) on certain assets relating to the pharmaceutical assets and proceeds thereof that are subject to the TSA (such assets granted or pledged as “Collateral” pursuant to the TSA, the “Nalpropion Collateral” and together with the Prepetition Revolving Collateral and Prepetition Term Collateral, the “Prepetition Collateral”). All obligations arising under the Prepetition Revolving Financing Documents, Prepetition Term Financing Documents, and the TSA (collectively, the “Prepetition Financing Documents”) shall hereinafter be referred to as the “Prepetition Obligations.”
(xi) Validity of Prepetition Nalpropion Liens. The Prepetition Nalpropion Liens (a) constitute valid, binding, enforceable, nonavoidable, properly perfected, second-priority liens in the Nalpropion Collateral; and (b) are not subject to avoidance, reductions, recharacterization, set-off, subordination (whether equitable, contractual or otherwise), counterclaims, cross-claims, defenses or any other challenges under the Bankruptcy Code or any other applicable law or regulation.
(xii) Intercreditor Agreement. The Prepetition Revolving Agent and Nalpropion are parties to that certain Intercreditor Agreement, dated January 6, 2019 (as the same may be amended, restated, supplemented, waived and/or otherwise modified from time to time in accordance with the terms thereof, the “Intercreditor Agreement”), which governs the respective rights, obligations and priorities of the Prepetition Revolving Lenders and Nalpropion with respect to certain Prepetition Collateral. The DIP Loan Parties have acknowledged and