UNITED STATES BANKRUPTCY COURT DISTRICT OF MAINE Jointly Administere - PDF document

1 UNITED STATES BANKRUPTCY COURT DISTRICT
UNITED STATES BANKRUPTCY COURT DISTRICT OF MAINE Jointly Administered SECOND JOINT MOTION FOR CONTINUED AUTHORITY TO USE CASH COLLATERAL Breda, a Limited Liability Company (“Breda”) and Tempo Dulu, LLC (“Tempo Dulu” and, together with Breda, the “Debtors”), by and through their undersigned counsel, and pursuant to 11 U.S.C. § 363(c)(2)(B), Fed. R. Bank. P. 4001(b), and D. Me. LBR 4001-2, hereby file this d Authority to Use Cash Collateral (the “Motion”). The Motion seeks authority to use cash collateral on a final basis for the following periods in accordance with the terms of the Breda Cash Plan and the Tempo Dulu Cash Plan (as defined below and attached to the Motion): (i) as to Breda, the period of September 3, 2018 to December 30, 2018 (the “Breda Second Cash Collateral Period”); and (ii) as to Tempo Dulu, the period of September 3, 2018 to December 23, 2018 (the “Tempo Dulu Second Cash Collateral Period”). and the Local Rules of Procedure (a) Name of entities with purported interests in cash collateral: (i) Bar Harbor Bank & Trust (“BHBT”); (ii) CP3 Lending, LLC (“CP Lending”); (iii) FC Marketplace, LLC (“Funding Circle”); (iv) BFS Capital (“BFS”); and (v) American Express Bank, FSB (“American Express”). (i) BHBT; (ii) Kennebec Cottage Associates, LLC (“KCA”); (iii) CP3 Lending; (iv) Merchant Cash and Capital, LLC d/b/a Bizfi Funding (“Bizfi”); and (v) PayPal Working Capital (“PayPal”), administering a loan offered by ith PayPal, the “PayPal Parties”). Case 18-20157 Doc 146 Filed 08/02/18 Entered 08/02/18 12:00:29 Desc Main Document Page 1 of 13 (b) Purposes for Use of Cash Collateral: Cash collateral will be used as necessary to fund the operations of the hotel and restaurant facilities owincluding funding payroll and funding expenses necessary to repair and maintain the properties owned by the Debtors (all as more specifically set forth in the Breda Cash Plan and the Tempo Dulu Cash Plan). (c) Material Terms (Including Duration of Cash Collateral): Cash collateral shall be utilized in accordance with the Breda Cash Plan and the Tempo Dulu Cash Plan on a final basis fo

2 r the Breda Second Cash Collateral Perio
r the Breda Second Cash Collateral Period and the Tempo (d) Forms of Adequate Protection: Adequate protection shall be provided in one or more of the following manners (as ordered by the Bankruptcy Court): (i) through existing equity cushions in collateral; (ii) through replacement liens as necessary; (iii) through an increase in cash collateral through operations over the course of the cash collateral periods; and/or (iv) through operations, repair and maintenance of the hotel facilities, allowing for thJurisdiction and Venue The United States District Court for the District of Maine has original, but not exclusive, jurisdiction over the Debtors’ chapter 11 cases pursuant to 28 U.S.C. § 1334(b). Pursuant to 28 U.S.C. § 157 and Rule 83.6 of the District Court’s local rules, the District Court This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2), and this Court has ment in these proceeding. Venue is proper in this Court pursuant to 28 U.S.C. §§ 1408 and 1409. On March 28, 2018 (the “Petition Date”), the Debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code, 11 U.S.C. §§ 101- On April 5, 2018, this Court entered an order [D.E. 39] approving the joint administration of the Debtors’ bankruptcy cases. The Debtors continue to operate their Case 18-20157 Doc 146 Filed 08/02/18 Entered 08/02/18 12:00:29 Desc Main Document Page 2 of 13 businesses as debtors in possession pursuant to §§ 1107 and 1108 of the Bankruptcy Code. No request has been made for the appointment of a trustee or examiner in either of the Debtors’ cases. Breda operates a high-end inn known as “The Camden Harbour Inn,” located at 83 Bay View St, Camden, Maine. The facility includes a four-star restaurant known as “Natalie’s.” Tempo Dulu, on the other hand, l located in Portland, Maine, operating under the name “The Danforth Inn.” A. Summary of the Debtors’ Loan Agreements Prior to the Petition Date, Breda entered into various loan agreements with various lenders. In order to secure the indebtedness owed to the various lenders under the loan agreements, Breda granted such lend

3 ers security interests in the personal p
ers security interests in the personal property owned by The following lenders may assert an interest in the cash collateral of Breda (the lenders lowest priority lien rights): A. BHBT: On or about July 15, 2013, Breda entered into that certain loan transaction with BHBT pursuant to which Breda borrowed the principal amount from BHBT (the “Breda/BHBT Loan Transaction”). As part of the Breda/BHBT Loan Transaction, Breda executed that certain Security Agreement purporting to grant BHBT a security interest in the personal property of Breda, some of which may constitute cash collateral (the “Breda Security Agreement”). BHBT filed a UCC-1 in relation to the rights granted under the Breda Security Agreement [Financing Statement Number 2130002177223-10]. Additionally, Breda executed that certain Collateral Assignment of Leases and Rents purporting to grant BHBT rights in the revenues generated by the Camden Harbour Inn, some of which may constitute cash collateral (the “Breda Collateral Assignment”). BHBT recorded the Breda Collateral Assignment in the Registry of Deeds for Lincoln County at Book 4693, Page 272. The Debtors reserve the right to contest the validly and extent of any and all interests of any of the lenders in the collateral and nothing set forth herein shall be deemed an admission of the lenders’ interests, if any, in any collateral alleged to have been pledged by the Debtors to the various lenders. Additionally, certain of the loans have been modified by the terms of settlement agreements or forbearance agreements entered into after the execution of the original loan documents, however, the terms of the settlement or forbearance agreements do not appear to impact the lenders’ rights in cash collateral. Case 18-20157 Doc 146 Filed 08/02/18 Entered 08/02/18 12:00:29 Desc Main Document Page 3 of 13 B. Funding Circle: On or about September 4, 2015, Breda entered into that certain loan transaction with Funding Circle pursuant to which Breda borrowed the principal amount of from Funding Circle (the “Breda/FC Loan Transaction”). As part of the Breda/FC Loan Transaction, Bre

4 da executed that certain Business Loan
da executed that certain Business Loan and Security Agreement purporting to grant Funding Circle a security interest in the personal property of Breda, some of which may constitute cash collateral (the “Breda/FC Security Agreement”). Funding Circle filed a UCC-1 in relation to the rights granted under the Breda/FC Security Agreement [Initial Financing Statement Number 20150904109000103].BFS: On or about January 28, 2016, Breda entered into that certain loan transaction with BFS pursuant to which Breda borrowed the principal amount of from BFS (the “Breda/BFS Loan Transaction”). As part of the Breda/BFS Loan Transaction, Breda executed that certain Secured Promissory Note purporting to grant BFS a security interest in the personal property of Breda, some of which may constitute cash collateral (the “Breda/BFS Security Agreement”). BFS filed a UCC-1 in relation to the rights granted under the Breda/BFS Security Agreement [Financing Statement Number CP Lending: On or about February 7, 2017, Breda entered into that certain loan transaction with CP Lending pursuant to which Breda borrowed the principal amount of (later increased to ) from CP Lending (the “Breda/CP Loan Transaction”). As part of the Breda/CP Loan Transaction, Breda executed that certain Mortgage, Security Agreement and Financing Statement purporting to grant CP Lending a security interest in the personal property of Breda, some of which may constitute cash collateral (the “Breda/CP Security Agreement”). CP Lending filed a UCC-1 in relation to the rights granted under the Breda/CP Security Agreement [Financing Statement Number 20170208109000010]. Additionally, Breda executed that certain Collateral Assignment of Leases and Rents purporting to grant CP Lending rights in the revenues generated by The Camden Harbour Inn, some of which may constitute cash collateral (the “Breda/CP Collateral Assignment”). CP Lending recorded the Breda/CP Collateral Assignment in the Registry of Deeds for Lincoln County. E. American Express: On or about October 18, 2017, Breda entered into that certain loan transaction with American Express pursuant to whi

5 ch Breda borrowed the principal amount o
ch Breda borrowed the principal amount of from American Express (the “Breda/American Express Loan Transaction”). As part of the Breda/American Express Loan Transaction, Breda executed that certain Business Loan and Security Agreement purporting to grant American Express a security interest in the personal property of Breda, some of which may constitute cash collateral (the “Breda/American Express Security Agreement”). American Express filed a Funding Circle’s security interest does not extend to “Excluded Property” as defined in the Breda/FC Security Agreement, meaning, premised on the interests of BHBT, Funding Circle may not have an interest in the proceeds generated by the operation of the Camden Harbour Inn. Case 18-20157 Doc 146 Filed 08/02/18 Entered 08/02/18 12:00:29 Desc Main Document Page 4 of 13 UCC-1 in relation to the rights granted under a loan made to Breda by American Express [Financing Statement Number 20160203109000171-13], however, Breda does not believe that the initial filings pertains to the Breda/American Express Loan Transaction, meaning American Express likely in the cash collateral of Breda. Prior to the Petition Date, Tempo Dulu entered into various loan agreements with various lenders. In order to secure the indebtedness owed to the various lenders under the loan agreements, Tempo Dulu granted such lenders security interests in the personal property owned by Tempo Dulu. The following lenders may assert an interest in the cash collateral of Tempo Dulu (again here, the lenders are presented below in order of highest priority lien rights to lowest priority lien rights): A. BHBT: On or about May 8, 2014, Tempo Dulu entered into that certain loan transaction with BHBT pursuant to which Tempo Dulu borrowed the principal amount of from BHBT (the “Tempo Dulu/BHBT Loan Transaction”). As part of the Tempo Dulu/BHBT Loan Transaction, Tempo Dulu executed that certain Security Agreement purporting to grant BHBT a security interest in the personal property of Tempo Dulu, some of which may constitute cash collateral (the

6 “Tempo Dulu Security Agreement”). BHBT
“Tempo Dulu Security Agreement”). BHBT filed a UCC-1 in relation to the rights granted under the Tempo Dulu Security Agreement [Financing Statement Number 20140515103300150]. Additionally, Tempo Dulu executed that certain Collateral Assignment of Leases and Rents purporting to grant BHBT rights in the revenues generated by The Danforth Inn, some of which may constitute cash collateral (the “Tempo Dulu Collateral Assignment”). BHBT recorded the Tempo Dulu Collateral Assignment in the Registry of Deeds for Cumberland County at Book 31495, Page 210. B. KCA: On or about May 8, 2014, Tempo Dulu entered into that certain loan transaction with KCA pursuant to which Tempo Dulu borrowed the principal amount of approximately from KCA (the “Tempo Dulu/KCA Loan Transaction”). As part of the Tempo Dulu/KCA Loan Transaction, Tempo Dulu executed that certain Mortgage, Security Agreement, Assignment of Rents and Financing Statement (the “Tempo Dulu/KCA Security Agreement”), which was recorded in the Cumberland County Registry of Deeds at Book 31495, Page 219. The Tempo Dulu/KCA Security Agreement may grant KCA certain rights in certain of Tempo Dulu’s cash collateral. C. Bizfi: On or about October 26, 2016, Tempo Dulu entered into that certain loan transaction with Bizfi pursuant to which Tempo Dulu borrowed the principal amount of approximately from Bizfi (the “Tempo Dulu/Bizfi Loan Case 18-20157 Doc 146 Filed 08/02/18 Entered 08/02/18 12:00:29 Desc Main Document Page 5 of 13 Transaction”). As part of the Tempo Dulu/Bizfi Loan Transaction, Tempo Dulu executed that certain Merchant Agreement purporting to grant Bizfi a security interest in the personal property of Tempo Dulu, some of which may constitute cash collateral (the “Tempo Dulu/Bizfi Agreement”). Bizfi filed a UCC-1 in relation to the rights granted under the Tempo Dulu/Bizfi Agreement (limited to property as provided for by the financing statement) [Financing Statement Number 20160401109120101-19]. CP Lending: On or about February 7, 2017, Tempo Dulu entered into that certain loan transaction with CP Lending pursuant to which Tempo Dulu b

7 orrowed the principal amount of from CP
orrowed the principal amount of from CP Lending, later increased (this is the same loan as the Breda/CP Loan Transaction) (the “Tempo Dulu/CP Loan Transaction”). As part of the Tempo Dulu/CP Loan Transaction, Tempo Dulu executed that certain Mortgage, Security Agreement and Financing Statement purporting to grant CP Lending a security interest in the personal property of Tempo Dulu, some of which may constitute cash collateral (the “Tempo Dulu/CP Security Agreement”). CP Lending filed a UCC-1 in relation to the rights granted under the Tempo Dulu/CP Security Agreement [Financing Statement Number 20170208109000011]. Additionally, Tempo Dulu executed that certain Collateral Assignment of Leases and Rents purporting to grant CP Lending rights in the revenues generated by The Danforth Inn, some of which may constitute cash collateral (the “Tempo Dulu/CP Collateral Assignment”). CP Lending recorded the Tempo Dulu/CP Collateral Assignment in the Registry of Deeds for Cumberland County at Book 33815, Page 30. E. PayPal Parties: On or about December 16, 2017, Tempo Dulu entered into that certain loan transaction with the PayPal Parties pursuant to which Tempo Dulu borrowed the principal amount of approximately from WebBank (the “Tempo Dulu/Paypal Loan Transaction”). As part of the Tempo Dulu/PayPal Loan Transaction, Tempo Dulu executed that certain Terms and Conditions for PayPal Working Capital Account purporting to grant WebBank a security interest in the personal property of Tempo Dulu, some of which may constitute cash collateral (the “Tempo Dulu/Paypal Agreement”). It does not appear that the PayPal Parties perfected any security interest by statement. B. History of the Debtors’ Authority to Use Cash Collateral On the Petition Date, the Debtors filed their Joint Motion for Authority to Use Cash Collateral [D.E. 6] (the “First Cash Collateral Motion”), which sought authority to use cash collateral on an interim and then final basis in accordance with certain cash plans attached to the First Cash Collateral Motion. Case 18-20157 Doc 146 Filed 08/02/18 Entered 08/02/18 12:00:29 Desc Main D

8 ocument Page 6 of 13 Following a he
ocument Page 6 of 13 Following a hearing on April 3, 2018, the Court entered an order granting the First Cash Collateral Motion on an interim basis [D.E. 47] (the “First Interim Order”) on April 5, 2018, which granted the Debtors authority to use cash collateral on an interim basis through May attached to the First Interim Order. On May 2, 2018, the Court held a continuet Cash Collateral Motion, and on that same day the Court entered the Second Interim OrAuthority to Use Cash Collateral [D.E. 100] (the “Second Interim Order”), which granted the Debtors authority to continue on an interim basis through June 3, 2018, in accordance with the cash plans attached to the Second Interim Order. hearing on the First Cash Collateral Motion on May 30, 2018. On June 1, 2018, the Court entered the Final Order on Joint Motion for Authority to Use Cash Collateral [D.E. 127] (the “First Final Cash Collateral Order”). The First Final Cash Collateral Order authorized the Debtors to use cash collateral on a final basis in accordance with the cash plans attached thereto through September 2, 2018 (the “First Final Cash Collateral Period”). Relief Requested The First Final Cash Collateral Period expires on September 2, 2018, and the Debtors therefore require authority to use cash collateral to continue operating their inn and restaurant businesses after that date, including while the Debtors continue to market certain of their assets for sale as going concerns. The inability to use cash collateral to fund essential expenses after September 2, 2018, would result in immediate and irreparable harm to the estates and creditors of the Debtors. Accordingly, by this Motion, the Debtors seek authority, pursuant to 11 U.S.C. § 363(c)(2)(B), Fed. R. Bankr. P. 4001(b) and D. Me. LBR 4001-2, to use the Case 18-20157 Doc 146 Filed 08/02/18 Entered 08/02/18 12:00:29 Desc Main Document Page 7 of 13 proceeds generated by the operation of Debtors’ businesses, some of which may be cash collateral, on a final basis for the Breda Second Cash Collateral Period and the Tempo Dulu Second Cash Collateral Period substantially in the mann

9 er and amounts reflected on the attached
er and amounts reflected on the attached respective cash plan for Breda (the “Breda Cash Plan,” attached hereto as ) and the cash plan for Tempo Dulu (the “Tempo Dulu Cash Plan,” attached hereto as ), with recognition that the timing of revenue and expenses may be slightlyBasis for Relief Section 363(a) of the Bankruptcy Code provides the definition of cash collateral. 11 U.S.C. § 363(a). Cash collateral is defined by § 363 to mean: . . . cash, negotiable instruments, documents of title, securities, deposit accounts, or other cash equivalents whenever acquired in which the estate and an entity other than the estate have an interest and includes the proceeds, products, offspring, rents, or profits of property and the fees, charges, accounts or other payments for the use or occupancy of rooms and other public facilities in hotels, motels, or other lodging properties subject to a security interest as provided in section 552(b) of this title, whether existing before or after the commencement of a case under this title. A debtor is authorized to use cash collateral if the party with an interest in the cash collateral consents to its use or the Court after notice and hearing authorizes its use. 11 A court can authorize use of cash collateral over the objection of the affected creditor where the debtor demonstrates that it can adequately protect the interests of the party holding an interest in the cash collateral. 11 U.S.C. § 363(e). As explained more fully below, the Debtors believe that adequate protection can be provided in at least three forms: (a) through operation, repair, and maintenance of income producing property; (b) through continued Tempo Dulu continues to market its assets for sale. The Debtors reserve the right to file modified cash plans for Court approval to the extent an asset sale occurs that alters the current projections in the Breda Cash Plan or the Tempo Dulu Cash Plan or for other reasons. Case 18-20157 Doc 146 Filed 08/02/18 Entered 08/02/18 12:00:29 Desc Main Document Page 8 of 13 operations, an increase in cash collateral will occur over time; and (c) through equity cushio

10 ns and/or replacement liens. Adequate P
ns and/or replacement liens. Adequate Protection In the Cont Where the collateral is income producing real property, the value of a creditor’s interest in the underlying real property must be declining if the creditor is to be protection with respect to the real property and/or its accompanying rental stream (which is incorporated within and is an element of the real property value). In re Mullen, 172 B.R. 473, 476 (Bankr. D. Mass. 1994) (citing In re Kalian, 169 B.R. 503, 505 (Bankr. D.R.I. 1994); Federal Nat’l Mortgage Ass’n v. Dacon Bolingbrook Assoc. Ltd. P’ship, 153 B.R. 204, 210 (N.D. Ill. 1993); In re Robbins, 119 B.R. 1 (Bankr. D. Mass. 1990); In re Pine Lake Village Apartment Co., 19 B.R. 819, 826 (Bankr. S.D.N.Y. 1982); In re Chatham Parkway Self Storage, LLC, 2013 WL 1898058, *8 (Bankr. S.D. Georgia, April 25, 2013) (“The vast majority of the expenses for which Debtor is currently using cash collateral under the terms of the Cash Collateral Order are expenses directly related to the operation, maintenance, or preservation of the Property, and thus do not require adequate protection.”). Thus, where the value of a creditor’s interest in property is not declining, no further adequate protection is necessary. Under established precedent in this district, creditors are not entitled to adequate protection of their interest in rents independent of their interest in the underlying real property because the basic method of valuation for income producing properties is predicated on the rental income stream, meaning that the fair market value of the real property is equal to the present value of the rental income over some extended period of time, plus residual value. In re Citicorp Park Assocs., 180 B.R. 15, 18 (Bankr. D. Me. 1995). Therefore, if the value of the income producing property is not declining, and the debtor is using the rental income to properly Case 18-20157 Doc 146 Filed 08/02/18 Entered 08/02/18 12:00:29 Desc Main Document Page 9 of 13 maintain the property, insure it, and pay real estate taxes, a secured creditor with a mortgage and an assignment of rents is adequately prot

11 ected because its interest in property i
ected because its interest in property is not declining in value. Id.; see also Chapter 11 Theory and Practice: A Guide to Reorganization § 16.64 (James F. Queenan, Jr., Philip J. Hendel & Ingrid M. Hillinger, eds., 3d ed. rev. 2002) (the “typical approach” for adequately protecting creditors with an interest in income producing real estate “focuses on maintaining the value and rental capacity of the property and from rents [to do so].”); Chapte As reflected in the Breda Cash Plan and the Tempo Dulu Cash Plan, the Debtors intend to use the income/cash collateral generated by the hotels during the respective Breda Second Cash Collateral Period and Tempo Dulu Second Cash Collateral Period to fund essential expenses relating to the properties, such as maintaining and insuring the properfor real estate taxes and utility services such as water, sewer, and electricity services. Because the value of the properties is not declining and the Debtors intend to use such income to maintain 361 and 363 of the Bankruptcy Code, and no further adequate protection is necessary, to the extent the income is used to precipitate the further production of income. Cash Collateral Increases Through The Breda Second Cash Collateral Period And The Tempo Dulu Second Cash Collateral Period A creditor is adequately protected in the event cash collateral increases over the course of the chapter 11 proceedings, even in circumstances where the levels of cash collateral decrease for periods during the case. In re Dynaco Corp., 162 B.R. 389, 394 (Bankr. D.N.H. As reflected in the Breda Cash Plan, the cash collateral position of Breda will increase during the Breda Second Cash Collateral Period compared to the beginning cash Case 18-20157 Doc 146 Filed 08/02/18 Entered 08/02/18 12:00:29 Desc Main Document Page 10 of 13 collateral position at the Petition Date. As reflected in the Tempo Dulu Cash Plan, the cash collateral position of Tempo Dulu will increase by the end of the Tempo Dulu Second Cash Collateral Period compared to the The lenders of the Debtors are adequately protected by the respective increases in the cash collateral

12 positions over the Breda Second Cash Col
positions over the Breda Second Cash Collateral Period and the Tempo Dulu Second Cash Collateral Period; therefore, the lenders are not entitled to further adequate In the event a lender has an equity cushion in its collateral, such equity cushion can be used to adequately protect a lender in relation to a debtor’s use of cash collateral. Baybank-Middlesex v. Ralar Distributors, Inc., 69 F.3d 1200, 1203 (1st Cir. 1995) (“A sufficient equity cushion is itself a recognized form of adequate protection, thus collateral valuation is a logical step in making an adequate protection determination.”). Additionally, adequate protection can be provided in the form of replacement liens on property to the extent use of cash mortgages on the real property owned by the Debtors (and on additional property owned by certain of the members of the Debtors). The Camden Harbour Inn was appraised on March 27, 2017 for (real and personal property combined). Upon information and belief, the Danforth Inn, in approximately the same time for (although the Debtors believe the value to be higher, and The Danforth Inn is currently on the market for approximately ). In addition, 81 Bayview Street (the property that is adjacent to The Camden Harbour Inn) is worth Case 18-20157 Doc 146 Filed 08/02/18 Entered 08/02/18 12:00:29 Desc Main Document Page 11 of 13 approximately . From the above, the totalue is roughly The total amount of the debt owed to BHBT and CP Lending combined is approximately . This means that BHBT and CP Lending are adequately protected in relation to the use of cash collateral by a loan to value of approximately 61%. In the event non-debtor collateral is considered, the loan to value improves further. Premised on the above, BHBT and CP Lending are adequately protected by an equity cushion in their collateral. Moreover, KCA is adequately protected by an equity cushion as to its second position mortgage because the market value of the Danforth Inn exceeds the combined BHBT and KCA indebtedness. In the event there is a diminution in cash collateral of Breda in particular, the lenders with an interest i

13 n the cash collateral of Breda (outlined
n the cash collateral of Breda (outlined above) shall be granted replacement liens on the real property owned by Breda. In the event there is a diminution in cash collateral of Tempo Dulu in particular, the lenders with an interest in the cash collateral of Tempo Dulu (again, outlined above) shall be granted replacement liens on the real property owned by Tempo Dulu. The Debtors request that the Court implement marshalling as needed to ensure that all lenders are adequately protected by equity cushions and/or replacement liens to the extent, and only to the extent, of any diminution in cash collateral over the course of these proceedings. As set forth in the certificate of service, notice of this Motion has been given to: (a) the United States Trustee; (b) the Debtors’ secured creditors, or, if applicable, to the lawyers representing such creditors; (c) the non-insider holders of the twenty largest unsecured claims against the Debtors or, if applicable, to the lawyers representing such holders; (d) the applicable federal and state taxing authorities; and (e) all parties who have entered an appearance or Case 18-20157 Doc 146 Filed 08/02/18 Entered 08/02/18 12:00:29 Desc Main Document Page 12 of 13 requested notice in the Debtors’ cases. The Debtors submit that in light of the nature of the relief WHEREFORE, the Debtors respectfully request that this Court enter an Order granting the following relief: A. Authorizing the Debtors to use cash collateral upon the terms and conditions set forth herein in the amounts reflected on the Breda Cash Plan and the Tempo Dulu Cash Plan on a final basis through the respective Breda Second Cash Collateral Period and Tempo Dulu Second Cash Collateral Period, with recognition that the timing of revenue and expenses may be sligB. Granting the Debtors such other and furtt deems just and proper. BREDA, A LIMITED LIABILITY COMPANY AND TEMPO DULU, LLC By their attorneys: /s/ Sam Anderson D. Sam Anderson, Esq. Adam R. Prescott, Esq. BERNSTEIN, SHUR, SAWYER & Case 18-20157 Doc 146 Filed 08/02/18 Entered 08/02/18 12:00:29 Desc Main Document Pag