MARY F. WALRATH, United States Bankruptcy Judge
Upon the motion, dated July 28, 2002 of the above-captioned debtors and debtors in possession (collectively, the "Debtors") for entry of an order (the "Order"): (i) authorizing certain of the Debtors to enter into a new master lease agreement with respect to Post-Petition Fleet Financing with Budget Group, Inc.'s ("Budget") wholly owned special purpose subsidiary, Team Fleet Financing Corp. ("TFFC") and establishing the characterization of such master lease agreement and the separate assets and liabilities of the Debtors on the one hand and TFFC on the other, (ii) authorizing the Debtors to enter into a certain commitment letter (the "Commitment Letter") among Budget, Deutsche Bank Securities Inc. ("DBSI"), Deutsche Bank AG, New York Branch (the "Bank") and DB Structured Products, Inc. ("DBSPI" and together with the Bank and DBSI, "DB"). (iii) authorizing Budget to guarantee the obligations of each lessee under the new master lease agreement, (iv) authorizing the Debtors to enter into other agreements and documents as are necessary to consummate the master lease agreement and fleet financing transactions, and to pay the fees and costs associated with the foregoing transactions, and (v) setting the date for the hearing (the "Final Hearing") to consider the entry of a final order (the "Final Order") authorizing and approving, on a final basis, the transactions described in clauses (i) through (iv) above.
The Debtors are the following entities: Budget Group, Inc., Auto Rental Systems, Inc., BGI Airport Parking, Inc., BGI Shared Services, Inc., BGI Shared Services, LLC, BRAC Credit Corporation, Budget Car Sales, Inc., Budget Fleet Finance Corporation, Budget Rent a Car Asia-Pacific, Inc., Budget Rent a Car Caribe Corporation, Budget Rent a Car Corporation, Budget Rent a Car International, Inc., Budget Rent a Car of Japan, Inc., Budget Rent a Car of St. Louis, Inc., Budget Rent-a Car of the Midwest, Inc., Budget Rent-A-Car Systems, Inc., Budget Sales Corporation, Budget Storage Corporation, BVM, Inc., Carson Chrysler Plymouth Doge Jeep Eagle, Inc., Control Risk Corporation, Dayton Auto Lease Company, Inc., Directors Row Management Company, LLC, IN Motors VI, LLC, Mastering the Move Realty, Inc., Mosiant Car Sales, Inc., NYRAC Inc., Paul West Ford, Inc., Philips Jacobs Insurance Agency, Inc., Premier Car Rental LLC, Reservation Services, Inc., Ryder Move Management, Inc., Ryder Relocation Services, Inc., Ryder TRS, Inc., TCS Properties, LLC, Team Car Sales of Charlotte, Inc., Team Car Sales of Dayton, Inc., Team Car Sales of Philadelphia, Inc., Team Car Sales of Richmond, Inc., Team Car Sales of San Diego, Inc., Team Car Sales of Southern California, Inc., Team Claims Services, Inc., Team Fleet Services Corporation, Team Holdings Corp., Team Realty Services, Inc., The Move Shop, Inc., Transportation and Storage Associates, ValCar Rental Car Sales, Inc., Vehicle Rental Access Company, LLC, and Warren Wooten Ford, Inc.
And upon all the pleadings filed with this Court and all proceedings had before this Court, and after due deliberation and consideration, and good and sufficient cause appearing therefor;
THE COURT HEREBY FINDS AS FOLLOWS:
1. Notice of this Motion has been provided to: (i) the Office of the United States Trustee; (ii) the Debtors' largest unsecured creditors on a consolidated basis, as identified in their chapter 11 petitions; (iii) counsel to the Agent for the Debtors' pre-filing date secured lenders; (iv) counsel to the Agents for the Debtors' post-filing date debtor in possession financing lenders; (v) counsel to Ford Motor Company; (vi) the indenture trustee for the medium term notes and variable funding notes issued by Team Fleet Financing Corporation; and (vii) counsel to the ad hoc committee for the Debors' senior noteholders (collectively, the "Initial Notice Parties"). Notice of the Motion was appropriate and sufficient under the circumstances and no other or further notice need be given.
2. This Court has jurisdiction over this matter pursuant to 28 U.S.C. § 157 and 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2). The statutory predicates for the relief sought herein are sections 105, 361, 362, 363, 364, and 503 of the Bankruptcy Code and 4001(b) and (c) and 6004 of the Federal Rules of Bankruptcy Procedure. Venue of the Cases and this Motion in this District is proper pursuant to 28 U.S.C. § 1408 and 1409.
3. On July 29, 2002 (the "Filing Date"), each of the Debtors filed with this Court a voluntary petition for relief under chapter 11 of the United States Bankruptcy Code. Pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code, the Debtors are continuing to operate their businesses and manage their properties as debtors in possession. No request has been made for the appointment of a trustee or examiner, and no official committee has yet been appointed in the Debtors' chapter 11 cases (collectively, the "Cases").
4. To remain competitive and continue to provide quality service to their customers, the Debtors require an uninterrupted supply of new vehicles. As a result, the ability of the Debtors to finance the acquisition or lease of new vehicles is vital to maintaining the confidence of the Debtors' vendors and suppliers of other goods and services, to their customers and employees, and to the preservation and maintenance of the going concern value of the Debtors' estates. The Debtors are unable to obtain funding for the acquisition or lease of new vehicles in the form of unsecured credit or unsecured debt allowable under section 503(b)(1) of the Bankruptcy Code as an administrative expense pursuant to section 364(a) or (b) of the Bankruptcy Code, unsecured debt having the priority afforded by section 364(c)(I) or debt secured only as described in section 364(c)(2) or (3) of the Bankruptcy Code.
5. By the Motion, (i) Debtor Budget Rent-A-Car Systems, Inc. ("Systems"), NYRAC, Inc. ("NYRAC") and certain non-debtor subsidiaries and affiliates of Budget that will be named on Schedule 1 to the Group IV Lease (as defined below) (collectively, with Systems and NYRAC, the "Lessees") seek authorization to enter into a new master lease agreement (the "Group IV Lease") as lessees on terms substantially similar to those described in the Commitment Letter and the Summary Key Terms and Conditions (the "Termsheet") attached as Exhibit A to the Commitment Letter, pursuant to which the Lessees will lease from TFFC, newly acquired and refinanced vehicles comprising a new pool of collateral separate and distinct from the collateral securing TFFC's existing debt (such vehicles, the "Group IV Vehicles"), (ii) Debtor Budget seeks authorizition for the execution, delivery and performance of the Group IV Lease as guarantor of the lessees' obligations and as servicer under the master lease (the "Guarantee"), (iii) Debtor Budget seeks authorization for the execution, delivery and performance by Budget and any debtor affiliate or subsidiary of Budget of (w) a series supplement (the "Series 2002-I Supplement") to the Amended and Restated Base Indenture, dated as of December 1, 1996 (as amended, restated, supplemented or otherwise modified from time to time, the "Base Indenture") of Team Fleet Financing Corporation ("TFFC"), a non-debtor subsidiary of Budget, for the purpose of TFFC's issuance of variable funding notes in an amount not to exceed $1,500,000,000 (the "VFN") on terms substantially similar to those described in the Termsheet, (x) the issuance by Budget of a new capitalization demand note with respect to certain net disposition losses, on terms substantially similar to those described in the Termsheet, (y) a mote purchase agreement (the "Note Purchase Agreement") with respect to the purchase of $750,000,000 of the VFN by DBSPI (and/or its assignees or designees and other note purchasers identified therein, collectively, the "VFN Purchasers"), on terms substantially similar to those described in the Termsheet, and (z) any other documents, instruments, and/or certificates executed by any Debtor in connection with the Series 2002-1 Transaction (including the Commitment Letter), and/or any other transactions incidental thereto (the documents referred to in clauses (i), (ii) and (iii) above, the "Series 2002-1 Transaction Documents", and the transactions thereunder are referred to as the "Series 2002-1 Transaction"), (iv) Debtor Budget seeks authorization for any other affiliates who may execute and deliver a Group IV Lease to become a lessee thereunder and for Debtor Budget to extend its guarantee under the Group IV Lease to cover such affiliates' obligations under the Group IV Lease, subject to any other conditions specified in the Series 2002-1 Transaction Documents, (v) the Debtors seek authority to pay the Fees (as defined below), and (vi) the Debtors request that the Court order that any amounts payable in connection with or obligations arising under the Series 2002-1 Transaction have priority in the Cases in accordance with the provisions of Section 503(b) of the Bankruptcy Code.
6. In connection with the Series 2002-1 Transaction, the Debtors are required to pay the following fees and expenses in the amounts and at the times specified in the Commitment Letter, the Engagement Letter dated as of June 8, 2002 (the "Engagement Letter") and the other Series 2002-1 Transaction Documents (which have accrued prior to the Filing Date and also will accrue after the Filing Date): (1) the upfront fees and commitment fees payable to the VFN Purchasers, (2) the fees and expenses of counsel and other advisors to the VFN Purchasers. (3) the expenses of the VFN Purchasers, the arranger and the administrative agent under the Series 2002-1 Transaction Documents and other appropriate parties for all out-of-pocket expenses, legal fees, audits, etc. incurred in the negotiation, arrangement and administration of the Series 2002-1 Transaction, (4) the underwriting or placement fee, the termination fee and any other fee or amount contemplated by the Commitment Letter, or any other Series 2002-1 Transaction Document payable to DB or the VFN Purchasers, and (5) the fees and expenses of counsel and other advisors to DB or the VFN Purchasers (collectively, the fees described in the foregoing clauses (1) through (5), the "Fees").
7. Good cause has been shown for the entry of this interim Order. Interim authorization and empowerment to consummate the Series 2002-1 Transaction (in an amount not to exceed the Interim VFN Amount, as defined herein) will materially enhance the Debtors' ability to serve their customers and conduct their business operations. The agreements and arrangements authorized and described herein are vital to avoid immediate and irreparable harm to the Debtors' estates, are supported by good business reasons, are reasonable and appropriate under the circumstances, and will aid an effective reorganization. Consummation of such agreements and arrangements is in the best interest of the Debtors' estates. The agreements and arrangements authorized and described herein have been negotiated at arm's length with all parties represented by counsel, are fair and reasonable under the circumstances, are enforceable in accordance with their terms and have been negotiated and entered into in good faith, and TFFC, DB and the VFN Purchasers are entitled to the protection and benefits of Section 364(e) of the Bankruptcy Code.
NOW THEREFORE, based upon the Motion of the Debtors and the record before the Court with respect to the Motion made by the Debtors at the Interim Hearing, and good cause appearing,
IT IS ORDERED THAT:
1. The Debtors are authorized and empowered to enter into and perform the Series 2002-1 Transaction including, but not limited to, the Series 2002-1 Transaction Documents, and to execute and deliver such documents, perform such agreements, and take such other actions as are necessary to effectuate the terms of this Interim Order, the Series 2002-1 Transaction, and the Series 2002-1 Transaction Documents, on an interim basis provided that the outstanding principal amount of the VFN, on any date prior to entry of the Final Order, shall not exceed $400,000,000 (the "Interim VFN Amount").
2. Upon execution and delivery of the Series 2002-1 Transaction Documents, the Series 2002-1 Transaction Documents shall constitute valid and binding obligations of the Debtors party thereto, enforceable against each of the Debtors party thereto in accordance with their terms and applicable law, without regard to the provisions of Bankruptcy Code section 362 (subject to the provisions of paragraph 8 hereof) or other applicable provisions of the Bankruptcy Code and shall give rise, without further order of the Court, to liens and security interests in favor of TFFC under the Group IV Lease and the Trustee under the Base Indenture and the Series 2002-1 Supplement in, inter alia , all right, title and interest, if any, of each Debtor in respect of (i) the Group IV Vehicles and (ii) the collateral described in the Series 2002-1 Transaction Documents (the "Series 2002-1 Collateral"), including the Group IV Lease and any other agreements related to or in connection with the Group IV Lease to which any of the Debtors is a party (each as amended, supplemented and otherwise modified from time to time), the Group IV Vehicles (as will be defined in the Series 2002-1 Supplement) that have been leased to the Debtors by TFFC under finance leases including all certificates of title with respect to such vehicles and the Debtors' rights, title and interest, if any, in, to and under manufacturer sponsored repurchase programs or guaranteed depreciation programs (the "Repurchase Programs") and insurance payments and proceeds, including, in any case, all monies due and to become due under such Repurchase Programs or insurances in respect of such vehicles under finance leases, all additional property that may be subjected to the grant and pledge of the Group IV Lease in respect of such vehicles and all income, payments and proceeds of any of the foregoing (collectively, the "Group IV Finance Lease Collateral"), which liens and security interests shall be valid, binding, enforceable and perfected and shall be senior in priority, pursuant to section 364(d)(1), to all other liens and security interests on or in, to or under the Group IV Finance Lease Collateral.
3. In connection therewith, without limitation, (a) the Debtors are authorized and directed to fully and timely comply with all of the terms of the Series 2002-1 Transaction Documents, including, without limitation, to make required capital contributions to TFFC by means of the various capitalization demand notes issued to TFCC (the "Demand Notes") or otherwise and to timely pay all rent and other amounts (including Fees) due in accordance with the terms of the Series 2002-1 Transaction Documents, (b) upon the closing of the Series 2002-1 Transaction (in an amount not to exceed the Interim VFN Amount), TFFC shall have, and be deemed to have, a lien on the Series 2002-1 Collateral having the priority provided under section 364(d)(1) of the Bankruptcy Code (which lien shall upon such closing be further assigned, pursuant to the Series 2002-1 Supplement, to the Trustee on behalf of the holders of the VFN, whereupon the Trustee shall have and be deemed to have such lien, with such priority provided under Section 364(d)(1) of the Bankruptcy Code, on the Series 2002-1 Collateral), in each such case without further order of the Court or action by any of the Debtors pursuant to the Group IV Lease, and (c) Debtor Budget's obligations under the Guarantee shall have Bankruptcy Code section 503(b) status. The Trustee's lien in the Series 2002-1 Collateral shall be senior to the rights, interests and liens of any other person in such collateral, as inter alia , security in connection with the Series 2002-1 Transaction upon terms set forth in the Series 2002-1 Transaction Documents.
4. The Series 2002-1 Transaction Documents and the obligations undertaken by the Debtors in connection with the Series 2002-1 Transaction, shall be and remain fully enforceable in accordance with their terms, and not subject to modification, impairment or limitation. The liens granted in this Interim Order 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.
5. The terms of the Commitment Letter are approved in full and the Debtors are hereby authorized to and shall engage DB pursuant to the terms of the Commitment Letter.
6. The Court hereby finds as a matter of fact and law as follows: (a) that the TFFC Assets and the Budget Funding Assets are not property of any Debtor's estate under the Bankruptcy Code and are not subject to the jurisdiction of this Court in connection with these cases; (b) that the respective assets and liabilities of TFFC and Budget Funding Corporation ("BFC") shall not be substantively consolidated with the assets and liabilities of any Debtor in these cases; and (c) that the Group IV Lease as supplemented by Annex A thereto constitutes a true operating lease for the purposes of Section 365 of the Bankruptcy Code.
The "TFFC Assets" include: (i) (w) any vehicle (including all certificates of title therefor) that is, was intended to be, or should have been, or will be, a vehicle owned by TFFC ("Lesor-Owned Vehicles") and subject to any lease referenced in the Base Indenture or any supplement thereto (all such leases, including, without limitation, the Series 1997-2 Lease and the Group IV Lease, the "Fleet Leases"), (x) the Group IV Lease, each other Fleet Lease and any other contract or agreement of TFFC, including, without limitation, the. Series 2002-1 Transaction Documents; all monies due and to become due to TFFC thereunder and any rights against any guarantor of obligation; of the Lessees thereunder and any other agreements relating to the Lessor-Owned Vehicles to which TFFC is a party, (y) all liens and property from time to time securing or purporting to secure payment of any of the obligations or liabilities of the Lessees or Budget arising under or in connection with the Fleet Leases, together with all financing statements filed in favor or, or assigned to, TFFC describing any collateral securing such obligations or liabilities, and (z) all guarantees, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such obligations and liabilities of the Lessees or Budget pursuant to the Fleet Leases, including, without limitation, all Letters of Credit and capitalization Demand Notes, (ii) each account established or maintained under or pursuant to the Base Indenture and/or any series supplement thereto (including, without limitation, the Group IV Collection Account (and each subaccount thereof) and the Series 2002-1 Distribution Account), and all funds and investments of funds from time to time deposited or held, or to be deposited or held, in any such account(s) (including, without limitation, the funds and investments in the Collection Account allocable to any vehicle subject to the Fleet Leases), and all certificates, instruments, and documents related to such investments, funds or accounts; (iii) any manufacturer provided repurchase programs or guaranteed depreciation programs (the "Repurchase Programs") and all assignnent agreements with respect thereto, to the extent they relate to the vehicles that are, were intended to be or should have been or will be, vehicles owned by TFFC and subject to any Fleet Lease (including, without limitation, the Group IV Lease), including any amendments of such Repurchase Programs and all monies due and to become due with respect to such vehicles under any Repurchase Program whether payable as vehicle repurchase prices, auction sales proceeds, guaranteed payments, fees, expenses, costs, indemnities, insurance recoveries, damages for breach of the Repurchase Program or otherwise and all rights to compel performance and otherwise exercise remedies thereunder; (iv) all sale or disposition proceeds with respect to the disposition of the vehicles that are, were intended to be, or should have been, or will be, vehicles owned by TFFC and subject to any Fleet Lease (including, without limitation, the Group IV Lease); (v) all payments under insurance policies (regardless of whether or not anyone is named as a loss payee under the policy) or any warranty payable because of loss or damage to, or otherwise with respect to, any such vehicle referred to above; (vi) all of the Collateral (as defined in the Base Indenture) and all of the funds from time to time deposited or held in any account created under the Base Indenture; (vii) all other Group IV Collateral (as defined in the Series 2002-1 Supplement); (viii) all other Series 2002-1 Collateral (as defined in the Series 2002-1 Supplement); (ix) all capitalization Demand Notes and any other obligations or instruments capitalizing TFFC; and (x) all income, payments, products and proceeds of any of the foregoing. The definition of TFFC Assets is not intended to include vehicles that are not Lessor-Owned Vehicles and not intended to be Lessor-Owned Vehicles, and their products and proceeds, and specifically does not include Financed Vehicles (as defined in the Series 2002-1 Supplement) or the other Group IV Finance Lease Collateral (defined above), other than the security interests granted by the Debtors under the Group IV Lease.
The "Budget Funding Assets" means the Series 1997-2 Note issued under the Base Indenture and the related supplement thereto, all accounts established under any note purchase agreement, collateral agreement and liquidity agreement entered into by BFC with respect to the Series 1997-2 Note, all funds and investments of funds from time to time deposited or held in such accounts and all certificates, instruments, and documents related to such investments, any other assets of BFC and all proceeds of the foregoing.
7. Nothing herein shall prejudice or impair any rights or remedies of the Trustee or any other non-Debtor person in connection with the Series 2002-1 Transaction to seek any other relief, and nothing herein shall prejudice or impair the right of any of the Enforcement Parties (as hereinafter defined) to assert claims with or without priority in these cases, and all of such rights and remedies are expressly reserved and preserved to the Enforcement Parties.
8. Upon the occurrence at any time and the continuance beyond any applicable grace period of a default of any of the obligations of any Debtor under (i) this Interim Order, (ii) the Group IV Lease or (iii) any other Series 2002-1 Transaction Document (any such default, a "Default"), the Trustee (or any holder of a note issued in connection with the Series 2002-1 Transaction or the requisite percentage of the holders of the notes issued in connection with the Series 2002-1 Transaction, to the extent such holder is or such requisite percentage of such holders are permitted to enforce or exercise rights or remedies under the Series 2002-1 Transaction Documents) (each of the Trustee and any such other permitted party, an "Enforcement Party") may file an affidavit of the occurrence of a Default (a "Default Affidavit") with this Court and serve the same on Debtors' counsel. Seven (7) business days after the filing and service of a Default Affidavit, without the need for obtaining a further order of this Court or giving further notice in this case, (a) the automatic stay under section 362 of the Bankruptcy Code shall be lifted and modified, to the extent applicable, to allow any and all Enforcement Parties to pursue their rights and remedies (including, without limitation, liquidating the collateral) in connection with the Series 2002-1 Transaction Documents, in and with respect to any and all vehicles and other property serving as collateral with respect to the Series 2002-1 Transaction, including, without limitation, the Group IV Finance Lease Collateral, any related assets, certificates of title and other documents (together, the "Subject Assets"), (b) the Enforcement Parties shall be entitled to, and the Debtors shall assist in providing the requesting Enforcement Parties, immediate possession of any and all of the Subject Assets and (c) upon application of an Enforcement Party, this Court shall have jurisdiction, among other things, to compel the Debtors to deliver the Subject Assets to such location or locations as such Enforcement Party shall direct. Any of the Enforcement Parties and the Debtors shall also be entitled to an emergency court hearing on the merits within no later than seven (7) business days after the filing and service on counsel to the Debtors of any motion by the Enforcement Parties or any Debtor with respect to the enforcement or exercise of any rights or remedies with respect to this Interim Order or in respect of the Subject Assets; provided, however, that if the Debtor or any other party files a motion seeking to stay or prevent the enforcement or exercise of the Enforcement Parties' rights following the allegation of a Default, the sole issue that will be considered by the Court is whether a Default has occurred and is continuing. Subject only to the foregoing provisions of this paragraph, the automatic stay extant under section 362(a) of the Bankruptcy Code shall be, and it hereby is, modified to the extent necessary to permit the Enforcement Parties to receive, collect, and apply payments in accordance with the terms of this Interim Order and the Series 2002-1 Transaction Documents and to enforce and exercise their rights thereunder.
9. The Enforcement Party will send a courtesy copy of the Default Affidavit (by facsimile or overnight delivery service) to (a) counsel for the Trustee (if the Enforcement Party is not the Trustee), (b) counsel for TFFC, (c) counsel for DB, (d) counsel for General Electric Capital Corporation, (e) counsel for the administrative agent under the prepetition credit agreement and secondary DIP facility credit agreement, and (f) counsel to any statutory committee appointed in these cases (all as identified more fully in paragraph 21), and the office of the United States Trustee.
10. DB (or any of their affiliates) shall have standing as a party-in-interest to appear, and be heard, and to enforce rights and remedies on their own applications relating to the Subject Assets, the Series 2002-1 Transaction Documents and any documents related thereto, to the extent that they have any rights in, or remedies under any such Subject Assets, Series 2002-1 Transaction Documents or related documents.
11. The provisions of this Interim Order shall be binding on the Debtors and their respective estates, successors, assigns and representatives (including without limitation any trustee hereinafter appointed as representative of the estate of any of the Debtors, or any other representative who qualifies in a case under the Bankruptcy Code or in connection with any other similar state or federal proceeding). The terms and conditions of this Interim Order and the agreements referenced herein and any actions taken pursuant thereto shall survive the filing of any subsequent case or proceedings for any of the Debtors or the entry of any order in the case of any of the Debtors confirming the consensual plan or any other plan of reorganization, dismissing any such case, converting any such case to any other chapter under the Bankruptcy Code, withdrawing the reference of any such case from this Court or abstaining from handling any such case.
12. This Interim Order is binding in its entirety on the Debtors, creditors and all other parties in interest. Notwithstanding the possible applicability of Fed.R.Bankr.P. 6004(g), 7062, 9014, or otherwise, the terms and conditions of this Interim Order shall be immediately effective and enforceable upon its entry.
13. The Court hereby retains non-exclusive jurisdiction to enforce the provisions of and findings contained in this Interim Order, and to determine any disputes arising in connection with the execution, delivery and performance of the documents executed in connection with the Series 2002-1 Transaction.
14. The Debtors shall execute and deliver to the Trustee all such agreements, financing statements, instruments and other documents as the Trustee or the VFN Purchasers may reasonably request to evidence, confirm, validate or perfect the liens granted pursuant hereto or as may be reasonable or necessary to effectuate the agreements or arrangements described or provided for herein.
15. The Debtors are to pay the Fees in accordance with the terms of the Commitment Letter and Term Sheet, the Engagement Letter and any other Series 2002-1 Transaction Document without further order of this Court. The Fees shall be an allowed administrative expense claim with priority under Bankruptcy Code Section 503(b).
16. All liens granted herein and in the Series 2002-1 Transaction Documents with respect to the Series 2002-1 Collateral, shall pursuant to this Interim Order be, and they hereby are, deemed perfected effective as of the Filing Date, and no further notice, filing or other act shall be required to effect such perfection; provided, however, if the Trustee or TFFC shall, in its sole discretion, choose to file such mortgages, financing statements, notices of liens and security interests and other similar documents, all such mortgages, financing statements or similar instruments shall be deemed to have been filed or recorded as at the Filing Date.
17. On the Filing Date, the Debtors have filed a Motion for Order Pursuant to 11 U.S.C. § 105 and 363(b)(1) Authorizing Debtors to Provide Certain Protections in Connection with the Purchase and Lease of Ford Vehicles (the "Ford Protections Motion"). As set forth in the Ford Protections Motion, as of the Filing Date, the provision of Ford vehicles to the Debtors included: (a) Ford vehicles which are in production at Ford plants ("Vehicles in Production"), (b) Ford vehicles which have been shipped from Ford premises but on which notification of the posting on the purchase of the dealer's floor plan line of credit has not been made available to the Debtors by Ford Motor Credit Corporation ("FMCC") (the "In-Transit Vehicles"), and (c) Ford vehicles with respect to which as of the Filing Date a notification of the posting of the purchase to the dealer's floor plan line of credit has been made available to the Debtors by FMCC but for which the dealer has not been paid the purchase price (the "Unpaid Vehicles"). In addition, there are Ford vehicles that have been (or will be) fully paid for by the Debtors, TFFC (a non-debtor affiliate) or the Trustee (any such vehicle in respect of which the full purchase price has been paid or disbursed as described in the Ford Protections Motion, the "Paid Vehicles"). (The term "Ford Vehicles" refers only to the Vehicles in Production, the In-Transit Vehicles and the Unpaid Vehicles, not the Paid Vehicles.) Notwithstanding any provision of the Series 2002-1 Transaction Documents to the contrary, the liens granted thereunder shall not attach, and the Trustee shall have no rights, with respect to any Ford Vehicle, repurchase proceeds and any other proceeds related to Ford Vehicles as to which none of the Trustee, TFFC, any Lessee or Budget (or any combination thereof) has paid or disbursed the full purchase price as described in the Ford Protections Motion.
18. Based on the findings set forth in this Interim Order, in the event any or all of the provisions of this Order or any of the Series 2002-1 Transaction Documents are hereafter modified, amended or vacated by a subsequent order of this or any other Court, no such modification, amendment or vacation shall affect the validity, enforceability or priority of any lien or claim authorized or created hereby or thereby. Notwithstanding any such modification, amendment or vacation, any claim granted hereunder or under the Series 2002-1 Transaction Documents arising prior to the effective date of such modification, amendment or vacation shall be governed in all respects by the original provisions of this Interim Order and the 2002-1 Transaction Documents, and the Enforcement Parties shall be entitled to all of the rights, remedies, privileges and benefits, including the liens and priorities grunted herein and therein, with respect to any such claim.
19. Notwithstanding anything herein, the entry of this Interim Order is without prejudice to, and does not constitute a waiver of, expressly or implicitly, or otherwise impair, (x) any of the rights of the Enforcement Parties under the Bankruptcy Code or under non-bankruptcy law to (i) request additional adequate protection of their interests in the Series 2002-1 Collateral, (ii) request conversion of any of the Cases to a case under chapter 7 of the Bankruptcy Code, and (iii) propose, subject to the provisions of section 1121 of the Bankruptcy Code, a chapter 11 plan or plans or (y) any of the rights, claims or privileges (whether legal, equitable or otherwise) of the Enforcement Parties.
20. To the extent there is any inconsistency between the provisions of this Interim Order and the Series 2002-1 Transaction Documents, the provisions of this Interim Order shall govern.
21. This Interim Order shall constitute findings of fact and conclusions of law and shall take effect and be fully enforceable upon all parties in interest for all purposes immediately upon execution thereof.
22. Following entry of this Interim Order, the Debtors shall, on or before August 2, 2002, provide notice of the Motion, this Interim Order and the Final Hearing by facsimile, overnight delivery service, hand delivery or U.S. mail to each of the Initial Notice Parties and, without duplication, to (i) the Debtors' fifty (50) largest general unsecured creditors, (ii) if practicable, the applicable state and local taxing authorities, and (iii) parties who have filed a request for service prior to such date. Such notice shall constitute good and sufficient notice of the Final Hearing. The notice of approval of this Interim Order shall state that any party in interest objecting to the Series 2002-1 Transaction or the terms of the Final Order shall file written objections with the United States Bankruptcy Court Clerk for the District of Delaware no later than August 13, 2002, which objections shall be served so that same are received no later than 4:00 p.m. (prevailing Eastern time) on such date by: (a) Sidley Austin Brown Wood, Bank One Plaza, 10 South Dearborn Street, Chicago, IL 60603, Attn.: Larry J. Nyhan, Esq. and Young Conaway Stargatt Taylor, LLP, The Brandywine Building, 1000 West Street, 17th Floor, Wilmington, DE 19801, Attn.: Robert Brady, Esq., Attorneys for the Debtors; (b) Latham Watkins, 885 Third Avenue, New York, N.Y. 10022, Attn.: Laura DeFelice, Esq., Attorneys for TFFC; (c) Weil, Gotahal Manges LLP, 767 Fifth Avenue, New York, N.Y. 10153, Attn.: John Dedyo, Esq. and Debra Dandeneau, Esq. and Klett, Rooney, Lieber Scharling, 1000 West Street, Suite 1410, Wilmington, DE 19801, Attn; Richard Cobb, Esq., Attorneys for Deutsche Bank Securities Inc.; (d) Wachtell, Lipton, Rosen Katz, 51 West 52nd Street, New York, N.Y. 10019, Attn.: Harold S. Novikoff, Esq. and Richards, Layton Finger, One Rodney Square, P.O. Box 551, Wilmington, DE 19899, Attn.: Mark Collins, Esq., Attorneys for Credit Suisse First Boston, as administrative agent under the prepetition credit agreement and administrative agent under the secondary DIP facility credit agreement; (e) Weil, Gotshal Manges, LLP, 767 Fifth Avenue, New York, N.Y. 10153, Attn.: Gary T. Holtzer, Esq. and Klehr, Harrison, Harvey, Branzburg Ellers, LLP, 919 Market Street, Wilmington, DE 19801, Attn.: Steven K. Kortanek, Esq., Attorneys for General Electric Capital Corporation; (f) the Office of the United States Trustee for the District of Delaware; and (g) attorneys for any official committee once appointed.
23. The Final Hearing to consider the Motion and Final Order shall be held on August 20, 2002 at 12 NOON at the United States Bankruptcy Court, 824 Market Street, Wilmington, Delaware, before the Honorable United States Bankruptcy Judge.