Case VFP Doc 24 Filed 09/05/17 Entered 09/05/17 17:38:55 Desc Main Document Page 1 of 9

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1 Document Page 1 of 9 UNITED STATES BANKRUPTCY COURT DISTRICT OF NEW JERSEY Caption in Compliance with D.N.J. LBR (b) TRENK, DiPASQUALE, DELLA FERA & SODONO, P.C. 347 Mount Pleasant Avenue, Suite 300 West Orange, New Jersey Joseph J. DiPasquale, Esq. (jdipasquale@trenklawfirm.com) Thomas M. Walsh, Esq. (twalsh@trenklawfirm.com) Robert S. Roglieri, Esq. (rroglieri@trenklawfirm.com) Proposed Attorneys for Debtors and Debtors-in-Possession Order Filed on September 5, 2017 by Clerk U.S. Bankruptcy Court District of New Jersey In re: BROWNIE TAXI LLC, et al., 1 Debtors Chapter 11 (Joint Administration Pending) ORDERED. INTERIM ORDER AUTHORIZING THE DEBTORS USE OF CASH COLLATERAL PURSUANT TO 11 U.S.C. 363(c)(2) AND FED. R. BANKR. P AND SCHEDULING FINAL HEARING DATE The relief set forth on the following pages, numbered two (2) through nine (9), is hereby DATED: September 5, The Debtors in these chapter 11 cases and the last four digits of each Debtors taxpayer identification number are as follows: Brownie Taxi LLC (0603); A&J Cab Corp. (3113); Almanac Hacking Corp. (6977); Avignon Taxi, LLC (9810); Avit Trans Inc. (2144); Butterscotch Taxi LLC (0497); Portofino Taxi Inc. (5635); Pupsik Hacking Corp. (2791); Smores Taxi LLC (0846); Shurik Taxi Corp. (5987); and Soly Cab Corp. (3655).

2 Document Page 2 of 9 (Page 2) THIS MATTER having been opened to the Court by Brownie Taxi, LLC and certain of its affiliated debtors, the within debtors and debtors-in-possession (collectively, the Debtors ), by and through their proposed attorneys, Trenk, DiPasquale, Della Fera & Sodono, P.C., for authority to use the cash collateral of BLUSA 2 on an interim basis pursuant to Federal Rule of Bankruptcy Procedure 4001(b) and 11 U.S.C. 363(c)(2) (the Motion ); and it appearing that notice of the Motion, together with notice of the preliminary hearing thereon, has been given and served by the Debtors on: (1) the Office of the United States Trustee, (2) the Debtors secured creditor, and (3) the twenty (20) largest unsecured creditors of each of the Debtors, as reflected in the lists submitted pursuant to Fed. R. Bankr. P. 1007(d); and the Court having considered the Motion; and after due deliberation and with good and sufficient cause appearing for the entry of the within order, it is hereby found: A. Notice and Hearing. Notice of the Motion and of the preliminary hearing on the Debtors use of cash collateral has been served consistent with the notice and hearing provisions pursuant to 11 U.S.C. 102(1) and Fed. R. Bankr. P. 4001(b), which notice is appropriate in the particular circumstances and sufficient for all purposes under the Bankruptcy Code and the applicable Federal and Local Rules of Bankruptcy Procedure with respect to the relief requested. B. Chapter 11 Filed. The Debtors each filed their petitions under Chapter 11 of the Bankruptcy Code on August 29, 2017 (the Petition Date ), and are presently operating as debtors-in-possession in accordance with sections 1107 and 1108 of the Bankruptcy Code. No 2 Capitalized terms not otherwise defined in this Order shall have the meaning ascribed in the Application submitted in support of the Motion.

3 Document Page 3 of 9 (Page 3) trustee or examiner or official committee of unsecured creditors (a Committee ) has been appointed in these Chapter 11 cases. C. Pre-Petition Debt. BLUSA asserts an aggregate claim against the Debtors in the approximate amount of $20,216, in principal and interest as of July 21, 2017 (the Pre- Petition Debt ), secured by liens on all or substantially all of the assets of the Debtors, e.g., New York City taxicab licenses and medallions (the Medallions ), roof lights, taximeters, and other items of property to the extent owned by the Debtors and used or useful in conjunction with the Debtors operation of the Medallions, personal property, including accounts, accounts receivable, contract rights, chattel paper, general intangibles, deposit accounts, owned machinery and equipment, leases of Collateral and rents, revenues, issues, profits and proceeds from the lease of the Collateral (the Collateral ). E. Cash Collateral. Cash Collateral, as defined by 11 U.S.C. 363(a), includes, inter alia, post-petition proceeds, products, offspring, rents, or profits of property and the fees, charges, accounts subject to a security interest as provided in 11 U.S.C. 552(b) and as the term proceeds is described in subject to a security interest as provided in 11 U.S.C. 552(b) and as the term proceeds is described in UCC Section 9-102(a)(64). BLUSA may assert, which the Debtors dispute, that the lease payments received by the Debtors derive from, at least in part, the Collateral, and may constitute BLUSA s cash collateral. F. Necessity and Best Interest. In accordance with the rules and regulations of the New York City Taxi & Limousine Commission, which requires that the Medallions be

4 Document Page 4 of 9 (Page 4) continually operated on taxi vehicles, the Debtors require immediate authority to use Medallions, which constitute the Collateral to which BLUSA may have a perfected security interest and lien, to continue their business operations without interruption in order to formulate a plan of reorganization. The Debtors use of the Collateral to the extent and on the terms and conditions set forth herein is necessary to avoid immediate and irreparable harm to the estates pending a final hearing. The terms of the Debtors use of the Collateral pursuant to this Order are fair and reasonable, reflect the Debtors exercise of prudent business judgment, and constitute reasonably equivalent value and fair consideration. G. Purposes. The Debtors must be authorized to use the Collateral of BLUSA to (i) maintain and preserve their assets, and (ii) continue operation of their business, in order to formulate a plan in these Chapter 11 cases. AND the Court having determined there is a reasonable likelihood that the Debtors will prevail upon the merits at the final hearing of the motion as required by 11 U.S.C. 363(c)(3); and for good cause shown, IT IS ORDERED as follows: 1. Use of Collateral. The Debtors are authorized to use the Collateral of BLUSA, including the Medallions, subject to the terms of this Order, in order to continue their business operations and maintain and preserve their assets.

5 Document Page 5 of 9 (Page 5) 2. Adequate Protection (a) As adequate protection for use of the Collateral, BLUSA shall be entitled to the following: (i) BLUSA is granted a replacement perfected security interest under 11 U.S.C. 361(2): (i) only to the extent such use results in a diminution of its interest in the Collateral; (ii) only to the extent such pre-petition liens are valid; and (iii) with the same priority in the post-petition collateral and proceeds thereof of the Debtors that BLUSA held in the prepetition Collateral. (ii) The replacement lien and security interest granted herein is automatically deemed perfected upon entry of this Order without the necessity of BLUSA taking possession of its Collateral or filing financing statements, mortgages or other documents. (b) The Debtors shall maintain all necessary insurance as required pursuant to any such rule and regulation of the New York City Taxi & Limousine Commission. (c) To the extent that the adequate protection herein provided is insufficient to protect BLUSA s interest in the cash collateral, BLUSA shall have a super priority administrative expense claim, pursuant to 11 U.S.C. 507(b), senior to any and all claims against the Debtors under 11 U.S.C. 507(a)(2), whether in this proceeding or in any succeeding proceeding, subject only to fees of the United States Trustee. 3. Continuation of Debt Service Payments. On or before the tenth (10 th ) day of each calendar month (commencing in September 2017), the Debtors shall remit to BLUSA the

6 Document Page 6 of 9 (Page 6) sum of $1,300 per Medallion (the Debt Service Payments ), which Debt Service Payments shall total in the aggregate, with respect to all of the Debtors, $28,600 per month, which Debt Service Payments shall be made so long as BLUSA (a) takes no adverse action in these Chapter 11 cases against the Debtors, which adverse action shall include, but not be limited to BLUSA seeking, supporting, soliciting or causing to solicit any person or entity to seek, any of the following relief: (i) relief from the automatic stay, (ii) a request to transfer venue of these Chapter 11 cases or the case of any affiliate of the Debtors, (iii) any request for additional adequate protection, (iv) any request for the appointment of a Chapter 11 trustee or an examiner, (v) request for the conversion or dismissal of any of the Chapter 11 cases, (vi) to terminate exclusivity or object to the Debtors request for a reasonable extension of exclusivity, and (vii) the filing or supporting of any competing plan of reorganization or liquidation, (b) BLUSA, in good faith, maintains discussions with the Debtors during the exclusivity period towards a mutually agreeable plan of reorganization, and (c) takes no adverse action with respect to any guarantor or co-debtor, which adverse action shall include, but not be limited to BLUSA commencing or continuing any action against a guarantor/co-debtor or any assets of a guarantor/co-debtor. The Debt Service Payments shall be applied by BLUSA shall be applied by BLUSA in a manner consistent with the application of payments that existed most recent to the Petition Date or as otherwise set forth in a further Order of this Court. No motion or application by BLUSA to establish the extent or validity of its lien shall be deemed to be an adverse action within the intent of this paragraph.

7 Document Page 7 of 9 (Page 7) 4. No Implied Consent. No consent by BLUSA to use of cash collateral, and no consent by BLUSA to, or failure of BLUSA to object to, any administrative claims, including fees and expenses of professionals, shall be implied to constitute the consent of BLUSA with respect to use of its Collateral (including any cash collateral) pursuant to the provisions of 11 U.S.C. 506(c) or otherwise, to make payment of such administrative claims, including fees and expenses of professionals. Except as set forth in the first sentence of paragraph 1 of this Order, and as necessary to make payments of quarterly fees due and owing to the Office of the United States Trustee, (a) BLUSA has not consented or agreed to the Debtors use of the Collateral and (b) the right of BLUSA to object to any other use is fully preserved. Notwithstanding the foregoing, nothing in this paragraph (or otherwise herein) shall prevent the Debtors from seeking authority to continue to use the Collateral (including any cash collateral) over the objection of BLUSA. 5. Interlocutory Order and No Modification of Creditor s Adequate Protection. (a) This is an interlocutory order. Nothing contained herein shall be deemed or construed to: (i) limit BLUSA to the relief granted herein; (ii) bar BLUSA from seeking other and further relief (including without limitation relief from the terms of this Order) for cause shown on appropriate notice to the Debtors and other parties-in-interest entitled to notice of same; or (iii) require BLUSA to make any loans or advances to the Debtors. Nothing herein shall be construed to prohibit the Debtors, any Committee or any third party from opposing any such relief sought by BLUSA or the Debtors or any trustee from otherwise seeking other and

8 Document Page 8 of 9 (Page 8) further relief (including without limitation relief from the terms of this Order) for cause shown on appropriate notice from BLUSA and other parties-in-interest entitled to notice of same. (b) The Order may be modified for cause shown by the Debtors, BLUSA or any other party-in-interest on due notice. No such modification, however, shall deprive BLUSA of its interest in the property (pre-petition and post-petition) of the Debtors to the extent valid. (c) Nothing herein shall constitute a finding by the Court that BLUSA has a valid lien on the cash collateral or any of the other assets of the Debtors. The Debtors reserve all rights concerning, and nothing herein shall prevent the Debtors or any Committee from challenging, the validity, extent, and priority of any of the alleged liens of BLUSA. In the event the Lender s alleged lien on cash collateral is determined to be invalid, then the adequate protection provided hereunder to the Lender shall be null and void. 6. Default Hearing. In the event the Debtors default under or violate this Order, BLUSA may request a hearing within ten (10) days (or if immediate and irreparable injury, loss or damage may occur, an emergency hearing within forty-eight (48) hours). 7. Relief from the Automatic Stay. The automatic stay imposed by 11 U.S.C. 362(a) of the Bankruptcy Code shall be, and hereby is, modified solely to the extent necessary to implement and effectuate the terms and conditions of this Order. FINAL HEARING IT IS FURTHER ORDERED, AND NOTICE IS HEREBY GIVEN that any creditor or other interested party having any objection to the Debtors use of BLUSA s collateral and to the provisions of this Order, including the adequate protection being offered to BLUSA in

9 Document Page 9 of 9 (Page 9) connection with the Debtors use of BLUSA s collateral, shall file with the Clerk of this Court and serve upon counsel for the Debtors, counsel to BLUSA and the Office of the United States Trustee by or before : p.m. on the day of, 2017, a written objection and shall appear to advocate said objection at a Final Hearing to be held at :.m. on the day of, 2017, in Courtroom of the United States Bankruptcy Court, 50 Walnut Street, Newark, New Jersey. If no objections are filed and advocated at such hearing, then this Order shall continue in full force and effect and shall be deemed a final order without further notice or hearing in accordance with Fed. R. Bankr. P. 4001(d)(3). NOTICE IT IS FURTHER ORDERED that the Debtors serve a copy of this Order and Notice by first class mail, within two (2) business days from the date hereof, on: (a) the Office of the United States Trustee; (b) BLUSA, all other known secured creditors and their respective counsel, if known; and (c) counsel to any Committee appointed under 11 U.S.C if one has been appointed and, if not, to each of the Debtors twenty (20) largest unsecured creditors set forth on the lists filed pursuant to Fed. R. Bankr. P. 1007(d). The Debtors shall thereafter file with the Clerk a Certificate of Service of said mailing , v. 2