|PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/27/2019|
Agreement, the “Prepetition Revolving Financing Documents”). All obligations arising under the Prepetition Revolving Financing Documents shall hereinafter be referred to as the “Prepetition Revolving Obligations.”
(viii) Prepetition Revolving Liens. Pursuant to the Prepetition Revolving Financing Documents, the Prepetition Revolving Borrowers granted to the Prepetition Agent for the benefit of the Prepetition Revolving Lenders to secure the Prepetition Revolving Obligations, a first-priority security interest in and continuing lien (the “Prepetition Revolving Liens”) on all Collateral (as defined in the Prepetition Revolving Credit Agreement) (the “Prepetition Revolving Collateral”).
(ix) Validity of Prepetition Revolving Liens. The Prepetition Revolving Liens (a) constitute valid, binding, enforceable, nonavoidable, properly perfected, first-priority liens on the Prepetition Revolving Collateral, that prior to entry of this Interim Order, were senior in priority (except for any senior Permitted Liens, as defined in and to the extent expressly permitted under the Prepetition Revolving Credit Agreement) over any and all other liens on the Prepetition Revolving 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.
(x) Prepetition Nalpropion Second Liens. Pursuant to that Transitional Distribution Services Agreement, dated January 6, 2019 (as the same has been amended, amended and restated, supplemented, modified, extended, renewed, restated and/or replaced at any time prior to the Petition Date, the “TSA”), between Pernix Therapeutics, LLC (“Pernix Therapeutics”) and Nalpropion, Pernix Therapeutics granted to Nalpropion to secure the