|PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/27/2019|
heretofore or hereafter entered in the Chapter 11 Cases) and shall be valid and enforceable against any trustee appointed in the Chapter 11 Cases, upon the conversion of any of the Chapter 11 Cases to a case under Chapter 7 of the Bankruptcy Code or in any other proceedings related to any of the foregoing (such cases or proceedings, “Successor Cases”), and/or upon the dismissal of any of the Chapter 11 Cases. The DIP Liens, Prepetition Liens (subject to investigation), and Adequate Protection Liens shall not be subject to sections 510, 549, 550 or 551 of the Bankruptcy Code or, subject to and effective upon entry of the Final Order, the “equities of the case” exception of section 552 of the Bankruptcy Code or section 506(c) of the Bankruptcy Code.
12. Priority of DIP Liens.
(a) The DIP Liens (i) shall constitute first-priority security interests in and liens upon all the DIP Collateral that is not otherwise subject to any valid, perfected, enforceable and nonavoidable lien in existence as of the Petition Date, pursuant to section 364(c)(2) of the Bankruptcy Code; and (ii) shall, pursuant to section 364(c)(3) and 364(d)(1) of the Bankruptcy Code, be senior to and prime all other liens and security interests in the DIP Collateral, including, without limitation, the Prepetition Revolving Liens, Prepetition Nalpropion Liens, and Adequate Protection Liens, and shall be junior only to (I) any pre-existing liens as of the Petition Date held by a third party other than the Prepetition Revolving Lenders or Nalpropion, but solely to the extent that such liens and security interests were, in each case, as of the Petition Date (x) valid, enforceable, perfected and non-avoidable liens or were perfected subsequent to the Petition Date as permitted by section 546(b) of the Bankruptcy Code, and (y) expressly permitted by the terms of the Prepetition Revolving Financing Documents and senior to the Prepetition Revolving Liens (the “Permitted Prior Liens”) and (II) validly existing statutory liens that existed in the