|PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/27/2019|
the Prepetition Term Financing Documents shall hereinafter be referred to as the “Prepetition Term Obligations.”
(ii) Prepetition Term Liens. Pursuant to the Prepetition Term Financing Documents, PIP DAC granted to the Prepetition Term Agent for the benefit of the Prepetition Term Lenders to secure the Prepetition Term Obligations, a first-priority security interest in and continuing lien (the “Prepetition Term Liens”) on all Collateral (as defined in the Prepetition Term Credit Agreement) (the “Prepetition Term Collateral”), subject to Permitted Liens (as defined in the Prepetition Term Credit Agreement).
(iii) Validity of Prepetition Term Liens. The Prepetition Term Liens (a) constitute valid, binding, enforceable, nonavoidable, properly perfected, first-priority liens on the Prepetition Term Collateral, that are senior in priority (except for any senior Permitted Liens, as defined in and to the extent expressly permitted under the Prepetition Term Credit Agreement) over any and all other liens on the Prepetition Term 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.
(iv) Prepetition Treximet Notes. Pursuant to that certain Indenture, dated as of August 19, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Prepetition Treximet Notes Indenture”), among Pernix, as Issuer, each other Debtor other than PIP DAC, as guarantors (together with the Issuer, the “Prepetition Treximet Notes Parties”), and U.S. Bank National Association, as Trustee and Collateral Trustee (the “Prepetition Treximet Notes Trustee”), Pernix issued 12% senior secured notes (the “Prepetition Treximet Notes” and the holders of the Prepetition Treximet Notes, the “Prepetition Treximet