Postpetition means, when used with respect to any indebtedness, agreement, instrument, claim, proceeding or other matter, indebtedness pursuant to any agreement or instrument first entered into or becoming effective, or claim, proceeding that first arose or was first instituted, or another matter that first occurred, after the commencement of the Cases.
The "Accounts Receivable - Affiliates" and Post-petition "Accounts Payable - Intercompany" should be viewed as preliminary and subject to further revision.
Unless the Prepetition Indebtedness and the Postpetition Obligations shall have been indefeasibly paid in full, the Borrower or its estate shall not be substantively consolidated under the Bankruptcy Code or any applicable bankruptcy or non-bankruptcy law with any other Debtor or its estate or any other Person (as defined by the Bankruptcy Code) or its estate by order of this Court or under any Chapter 11 plan.
Subject to the Carve-Out and except as provided in Paragraph 17, the Postpetition Liens shall not be (i) subject to any Lien that is avoided and preserved for the benefit of the Debtors estates under section 551 of the Bankruptcy Code or (ii) subordinated to or made pari passu with any other Lien under section 364(d) of the Bankruptcy Code or otherwise.
The Borrower and the Guarantor shall execute and deliver to the Postpetition Lender all such agreements, financing statements, instruments and other documents as the Postpetition Lender may reasonably request to evidence, confirm, validate or perfect the Liens granted pursuant hereto.
As security for the Postpetition Obligations, the Postpetition Lender is hereby granted valid, binding, enforceable, first priority and perfected Liens (the Postpetition Liens) in the Postpetition Collateral and the Prepetition Collateral.