|PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/27/2019|
4001-2. In particular, the authorization granted herein for the Debtors to enter into the DIP Facility, to continue using Cash Collateral and to obtain interim financing, including on a priming lien basis, is necessary to avoid immediate and irreparable harm to the Debtors and their estates. Entry of this Interim Order is in the best interest of the Debtors, their estates and creditors. The extensions of credit under the DIP Facility (including the Debtors’ continued use of Cash Collateral) are fair and reasonable under the circumstances, reflect the Debtors’ exercise of prudent business judgment consistent with their fiduciary duties, and are supported by reasonably equivalent value and fair consideration.
K. Good Faith and Arm’s Length Negotiation. The DIP Lenders are good faith financiers. The Debtors, DIP Agent, and DIP Lenders have negotiated the terms and conditions of the DIP Facility and this Interim Order in good faith and at arm’s length, and any credit extended and loans made to the DIP Loan Parties pursuant to this Interim Order shall be, and hereby are, deemed to have been extended, issued or made, as the case may be, in “good faith” within the meaning of section 364(e) of the Bankruptcy Code.
L. Application of Proceeds of the DIP Collateral. Subject to and effective upon entry of the Final Order, and notwithstanding anything to the contrary herein, the Debtors shall apply the cash proceeds from any sale of the DIP Collateral outside of the ordinary course of business to repay the then-outstanding amount of the DIP Obligations, with interest being paid first followed by principal, and any remaining proceeds in accordance with this Interim Order and the DIP Loan Documents.
M. Adequate Protection for the Prepetition Secured Parties. The Prepetition Secured Parties and Prepetition Agents have negotiated and acted in good faith regarding the DIP Facility and the Debtors use of Cash Collateral to fund the administration of the Debtors’ estates and