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The court incorporates by reference in this paragraph and adopts as the findings

and orders of this court the document set forth below.

/S/ SUSS KENDIG


. " . -'

Russ Kendig
".. ~:.;)'
United 8t~te. BankrUiJtCy Judge

UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF omo

EASTERN DIVISION

In re:

)
)
)
)

Northeastern Real Properties, Ltd., et al.


Debtors.

Chapter 11
Case No. 09-62467
Judge Russ Kendig

STIPULATED FINAL ORDER AUTHORIZING


USE OF CASH COLLATERAL OF ARBORONE
This matter carne before the Court on the "Emergency Motion of Debtors for Use of Cash
Collateral" filed on June 18,2009 (the "Motion"), of 1.J. Detweiler Enterprises, Inc., Sequatchie
Mountain, LLC, Wilder Mountain, LLC, Northeastern Real Properties, Ltd., Southeast Real
Properties, Ltd., and Southwest Real Properties, Ltd. (each a "Debtor" and collectively, the

"Debtors"). In the Motion, Debtors seek authority to use certain funds, which may be cash
collateral within the meaning of 11 U.S.C. 363(a) ("Cash Collateral"), in order to pay
operating expenses, including payroll and payroll-related expenses, subject to the terms and
provisions of this Order.

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Notice of the Motion was given to the Lenders, including ArborOne ACA ("ArborOne"),

the Office of the United States Trustee (the "U.S. Trustee"), and the holders of the thirty (30)
largest unsecured claims on a consolidated basis as set forth on the list filed pursuant to Rule
1007(d) of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"). The Court,
having considered the Motion and based upon the agreement of the Debtors and ArborOne, finds
as follows:
A.

A voluntary petition for relief under chapter 11 of title 11 of the United States

Code (the "Bankruptcy Code") was filed by each of the Debtors on June 18, 2009 (the
"Petition Date"), and thereafter Debtors have continued in the management and possession of
their businesses and properties as debtors-in-possession.
B.

This Court has jurisdiction of this matter pursuant to 28 U.S.C. 1334 and 157.

Venue of this Chapter 11 case in this district and division is proper pursuant to 28 U.S.C. 1408
and 1409. This is a "core" proceeding, for purposes of 28 U.S.C. 157(b), as to which this
Court may enter a final order.
C.

Notice of the Hearing on the Motion was adequate and sufficient under the

particular circumstances, for purposes of sections 102(1), 105, 361, 363 of the Bankruptcy Code
and Rules 2002, 4001, 9007, 9013 and 9014 of the Bankruptcy Rules and other applicable law
and rules of Court.
D.

As of the Petition Date, certain of the Debtors are indebted to ArborOne under

multiple promissory notes (collectively the "Notes") executed pursuant to that certain loan
agreement (the "Loan Agreement"), dated July 13, 2006, as amended from time to time, and
entered into by J.J. Detweiler Enterprises, Inc., Sequatchie Mountain, LLC, and Wilder
Mountain, LLC, (collectively, the "Borrowers"), as borrowers, and ArborOne, as lender. A
detailed description of the indebtedness is attached hereto as Exhibit A. As of the Petition Date,
the principal amount outstanding under the Notes was approximately $6,992,944.15.
E.

ArborOne asserts that the Borrowers' indebtedness to ArborOne is secured by first

priority security interests in and liens on certain real and personal property (the "Collateral") in

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connection with the real estate projects known to the Debtors as Sequatchie Mountain

("Sequatchie"), . Wilder Mountain ("Wilder"), The Ledges

C4the

Ledges"), and Bobcat

Mountain ("Bobcaf'), including, without limitation, the proceeds in connection with certain
installment land contracts (the 44Contracts"). In certain instances, there are Contracts where the
purchaser has paid the Contract in full, but either has not received a deed to the land, or has not
received a partial release from ArborOne of its claimed mortgage interest in the land (the "Paid
Contracts").

F.

The Debtors have been unable and lack the ability to obtain unsecured credit.

G.

On June 23,2009, an expedited hearing was held on the Motion. Counsel for the

Debtors and ArborOne made statements on the record and asked the Court to enter a Stipulated
Interhn Order Authorizing Limited Use of Cash Collateral, Combined with Notice of Further
Hearing (the 44Interim Order"). The

u.s. Trustee did not oppose entry of the Interim Order.

Though the Interim Order was never fully negotiated and approved by the parties and entered, a
final hearing was scheduled on the Motion for July 20, 2009.
H.

An official committee of unsecured creditors (the 4'Committee") has not yet been

appointed in these jointly administered Chapter 11 cases.


I.

The Debtors and ArborOne are willing to consent to the use of Cash Collateral on

a final basis only upon the terms and conditions contained in this Order.
J.

The Debtors assert that it is in the best interests -of the Debtors' estates and their

creditors for the Debtors to maintain operations using the Cash Collateral ofArborOne, pursuant
to the terms ofthis Order.
K.

The terms of this Order are fair, equitable, and reasonable and were negotiated in

good faith and in an open and honest fashion by and between the Debtors and ArborOne.
L.

Good, adequate and sufficient cause has been shown to justify the entry of this

Order, and such entry is necessary to prevent irreparable harm to the Debtors' estates.
M.

The Debtors assert that ArborOne is adequately protected for Debtors' use of Cash

Collateral by virtue of the fact that it is secured with respect to the real estate in which it asserts a
3

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security interest. Notwithstanding the foregoing, based upon the tenns in this Order, the Debtors

and ArborOne have agreed to pennit the use of Cash Collateral until the Termination Date (as
defined below), or until an Event of Default (as defmed below) and the expiration of the Cure
Period (as defmed below).
N.

Attached to this Order as Exhibit B is a budget which, in part, covers the period

through September 30, 2009 (the "Initial Budgef'). The Court finds and determines that the
expenses that the Debtors propose to pay under the Initial Budget are necessary to avoid
immediate and irreparable harm to the Debtors' estates. It therefore is appropriate to authorize
Debtors to expend Cash Collateral until the Termination Date (and subj ect to the other terms and
provisions of this Order), solely to pay the expenses enumerated in the Initial Budget, as
amended from time to time pursuant to Paragraph II of this Order (the Initial Budget as so
amended is referred to as the "Budgef').

o.

The Court may authorize the terms of this Order pursuant to sections 363 and

1108 of the Bankruptcy Code and Rule 4001 of the Bankruptcy Rules.
Accordingly, based on the foregoing, it is hereby
ORDERED that:
(I)

The Motion, shall be and hereby is granted solely to the extent provided in this
Order.

(II)

Subject to the terms of this Order, Debtors shall be and hereby are authorized to
use that Cash Collateral generated by payments for certain land contracts for the
purchase of real property at Sequatchie, The Ledges, Bobcat and Wilder
(collectively, the "Accounts") until the Termination Date, or until an Event of
Default and the expiration of any Cure Period, solely to pay those expenses that
are enumerated in the Budget (or such additional amounts as ArborOne may
agree), but only to the extent that collected funds are available in the Accounts for
payment of the same. The Initial Budget extends through September 30, 2009.
Within three (3) business days of the entry of this Order, and by no later than the
last business day of each month thereafter, the Debtors shall provide ArborOne
with a proposed Budget for the calendar month after the expiration of the current
Budget. Following the submission of a proposed Budget, ArborOne shall have
ten (10) business days to object to the proposed Budget for any calendar month,
and the parties shall seek a hearing on an expedited basis for resolution by the

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Bankruptcy Court of the proposed Budget prior to the commencement of the next
Budget period.
(III)

Cash Collateral generated as monthly payments on the Accounts must be used


strictly in accordance with the terms of the Budget. The Debtors shall not, in any
calendar month, without the prior written consent of the ArborOne, use Cash
Collateral with respect to anyone line item in the Budget in excess of the greater
of one hundred and five percent (l 05(%) or $10,000 more than the amount
originally identified in the Budget for that line item. Any extension or other
modification of the Budget shall be subject to the prior written approval of
ArborOne in its reasonable discretion.

(IV)

Without acknowledging or admitting that ArborOne's interests. in the Collateral


are or may be adequately protected to the extent required by the Bankruptcy
Code, as partial adequate protection for any post-petition diminution in the value
of ArborOne's interests in the Collateral, including, without limitation, the
diminution in value resulting from the use of Cash Collateral, the use, sale or
lease of any other Collateral, or the imposition of the automatic stay, the Debtors
will pay ArborOne fifty percent (50%) of the Cash Collateral, subject to the
following conditions:
a. ArborOne and the Debtors will work together to produce a master list of
persons (each an Account Debtor and, collectively, the "Account Debtors")
who owe on the Accounts and the amount owing to the Debtors on the same
by each Account Debtor. ArborOne and Debtors will also work diligently and
immediately to reconcile their respective records to determine the current
status of each of the Account.
b. ArborOne will establish a dedicated account (the "Dedicated Account") in
the name of the Debtors under the control of ArborOne. All Account Debtors
shall forward payments to ArborOne, such payments to be deposited into the
Dedicated Account. Debtors shall forward to ArborOne each and every check
issued by Account Debtors. ArborOne shall have the right to endorse all
checks payable to any of the Debtors and deposit such checks into the
Dedicated Account.
c. On or about the thirtieth (30th ) of each month, the Debtors will prepare a list
of all sums received from Account Debtors as monthly payments during the
month. The Debtors shall review the list of deposits into the Dedicated
Account to determine if such amounts are consistent with its own records. On
or before the fifth (5 th ) of each month, ArborOne shall issue to the Debtors a
check or a wire transfer in the amount of fifty percent (50%) of the receipts
for monthly payments from the Account Debtors deposited during the
previous month into the Dedicated Account. ArborOne shall be permitted to
apply fifty percent (50%) of the payments from the Accounts to any
indebtedness owed by the.Debtors to ArborOne in accordance with its

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ordinary business practices. If any Account Debtor check is returned, NSF,


ArborOne will make appropriate deductions from the next month's check.
This Order applies to all payments received by Arbor One or the Debtor since
the Petition Date.
d. The Debtors and ArborOne shall mail to each Account Debtor a letter in the
fonn attached hereto as Exhibit C indicating that each Account Debtor is
required to make payments directly to the Dedicated Account.
In the event that any Account Debtor pays off the remaining balance owing on an
existing Account during the term of this Order, ArborOne shall retain seventy-five
percent (75%) of such remaining balance and remit twenty-five percent (250/0) to
the Debtors.
(V)

The Debtors shall give ArborOne, its officers, employees, counsel, auditors, and
consultants, reasonable access to the offices and facilities of the Debtors, and to
the Debtors' books and records, during regular business hours, for the purposes of
general inspection and review, or to monitor the Debtors' operations and assets.
ArborOne shall have reasonable access to Sequatchie for the sole purpose of
determining the environmental conditions of the same.

(VI)

With respect to property located at Sequatchie, the Debtors and ArborOne agree
that Debtors shall immediately commence a process for selling substantially all of
the assets located thereon, including Accounts, together with the Accounts for
Wilder, Bobcat and The Ledges and the real property which is connected to such
Accounts (the real property connected to the Accounts for Sequatchie, Wilder,
Bobcat and The Ledges, collectively the "Real Property"). The Accounts and the
Real Property shall be auctioned together. The Debtors and ArborOne further
agree that the Accounts and Real Property shall be sold separately from the
remaining unsold Sequatchie real property (the "Remaining Real Property") and
that the Accounts and the Real Property shall be sold prior to the Remaining Real
Property. The Debtors shall immediately commence a sale process in which
Debtors must pursue a sale of all Accounts (for Sequatchie, Wilder, The Ledges
and Bobcat), the Real Property and/or the Remaining Real Property pursuant to
Section 363 of the Bankruptcy Code.

(VII) The Debtors, in consultation with ArborOne, may select a broker (the "Broker")
for the purposes of this process and will seek the retention of the Broker on terms
reasonably acceptable to the Debtors and ArborOne. The Debtors and ArborOne
agree that Debtors shall sell the Accounts, the Real Property and the Remaining
Real Property at an auction to occur no later than December I, 2009; provided
however, the parties may extend this auction date by mutual agreement.
(VIII) ArborOne, in its sole discretion, has the option to submit a bid for all or part of its
debt for (i) the Accounts with the Real Property, and/or (ii) Remaining Real
Property, at the auction. Notwithstanding the foregoing, ArborOne shall not

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require the Debtors to abandon the Remaining Real Property under Section 554 of
the Bankruptcy Code. Should ArborOne, or any affiliate of ArborOne, be the
successful bidder at a sale, then any subsequent consideration or payments
received by ArborOne from collection of the Contracts or sale of the Remaining
Property or other Collateral minus reasonable costs of collection and/or sale shall
be applied to the balance of the obligations of the Debtors to ArborOne to the
extent such aggregate amounts exceed the amount bid at the sale.
(IX)

During the term of this Order, the Debtors shall have the right to sell lot parcels in
the ordinary course of business, and upon receipt of an agreed upon release price,
ArborOne shall release its mortgage from the lot parcel to be sold. The Debtors
and ArborOne agree to a release price for Wilder and The Ledges of (i) $750 an
acre for lot parcels sold in connection with the Ledges, (ii) $1,500 an acre for lot
parcels sold in connection with Wilder, and (iii) $1,125 an acre for lot parcels sold
in connection with Bobcat. ArborOne agrees that Debtors shall have no less than
one (1) year from the date of this Order to sell any such parcels prior to the
exercise by ArborOne of any remedies related to its claim of a lien or mortgage
interest in and/or to such properties. The parties agree that, for cause, after
December 1, 2009, they may negotiate in good faith any changes in the release
prices set forth in this paragraph.

(X)

Debtors' right to use Cash Collateral under this Order shall immediately cease and
terminate, without further notice, hearing, or order of the Court, upon an Event of
Default (as defined below), after expiration of the Cure Period (if applicable), as
defined below. Upon the occurrence of any of the Events of Default, ArborOne
may provide Debtors and the Committee (if one is appointed) with written notice
thereof (a "Default Notice"). Debtors shall have five (5) business days from the
date of service of a Default Notice by ArborOne (the "Cure Period") within
which either to cure such Event of Default or file a motion with the Court
requesting an emergency hearing to determine whether such Event of Default has
occurred and has not been cured.

(XI)

Any of the following events shall constitute an event of default (an "Event of
Default") under this Order:
(A)
Debtors' use of the Cash Collateral to pay any obligation other
than those specified in a duly entered Order of this Court, or in the Budget, or
Debtors' use of the Cash Collateral to pay any obligation in excess of the
applicable amount specified in this Order or in the Budget;
(B)
Debtors' failure to remit payments from Accounts as required
herein after the date of this Order;
(C)
The entry of an order dismissing this bankruptcy case, converting
this jointly administered bankruptcy case to a case under chapter 7 of the
Bankruptcy Code, appointing a trustee (whether under chapter 11 or chapter 7 of

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the Bankruptcy Code), or terminating the authority of Debtors' to conduct or


operate their businesses;
(D)
Debtors materially violate any other court order, or any rules or
guidelines promulgated by the U.S. Trustee, that are applicable to Debtors and
that materially adversely affect ArborOne; or
(E)
Debtors' failure to reasonably cooperate with ArborOne to
reconcile all Accounts.
(XII) Upon the occurrence of an Event of Default, the Bankruptcy Court shall enter a
stipulated order (the "Stipulated Order") in the form attached hereto as Exhibit D
granting relief from stay to ArborOne to foreclose on the Accounts and the
Remaining Real Property. ArborOne shall have the right to sell Sequatchie and
obtain payments on the Accounts until paid in full.
(XIII) ArborOne and the Debtors agree to work in good faith regarding the issues
involving partial releases ofArborOne 's mortgage interest in connection with Paid
Contracts.
(XIV) This Order is without prejudice to, and Debtors and ArborOne hereby reserve, all
of their respective rights, legal positions and remedies under bankruptcy and
applicable non-bankruptcy law.
(XV) The provisions of this Order and any actions taken pursuant hereto shall survive
entry of any order which may be entered converting this jointly administered
bankruptcy case to one under chapter 7 of the Bankruptcy Code , or any order
which may be entered confirming or consummating any chapter 11 plan, and the
tenns and provisions of this Order, as well as the priorities in payment, liens and
security interests granted pursuant to this Order, shall continue in this or any
superseding case under the Bankruptcy Code. The provisions hereof shall be
binding upon Debtors, their estates, and any trustee or fiduciary who hereafter
may succeed to the estate in this or any superseding case under the Bankruptcy
Code.
(XVI) Debtors shall continue to bill and collect real estate tax payments from Account
Debtors. Debtors shall timely remit to the appropriate taxing authorities when
due all real estate taxes owing on the Real Property paid to Debtors by Account
Debtors and shall provide evidence of such payments of real estate taxes to
ArborOne.
(XVII) Nothing in this Order shall limit the Debtors' and ArborOne's rights at any time to
seek modification of this Order.
###

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PREPARED AND APPROVED BY:


lsi Marc B. Merklin

Marc B. Merklin (0018195)

Bridget A. Franklin (0083987)

Brouse McDowell, LPA

388 S. Main Street, Suite 500

Akron, Ohio 44311

Telephone: (330) 535-5711

Facsimile: (330) 253-8601

Counsel for the Debtors


and Debtors-in-Possession

AND

lsi M. Colette Gibbons


M. Colette Gibbons (0003095)

Schottenstein, Zox & Dunn

US Bank Centre at Playhouse Square

1350 Euclid Avenue Suite 1400

Cleveland, Ohio 44115

Phone: (216) 394-5063

Facsimile: 216 621 6502

Counselfor ArborOne ACA


754411.6

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Exhibit A
ArborOne Loan Details
Original Loan
Original Debtors
Amount Loan Date
$5,718,911.00 7/13/2006 JJDE,
465510610
Wilder,
Sequatchie
251868-04 $1,443,969.38
$1,500,000.00 7/13/2006 JJDE,
Wilder,
Sequatchie
$633,150.00 11/16/2006JJDE,
465510620
$33,690.15
Wilder,
Sequatchie
$5,000,000.00 7/13/2006JJDE,
251868-01' $3,077,491.52:
Wilder,
Sequatchie
56,992,944.15 512,852,061.00
Loan No.

Principal
Balance
$2,437,793.10

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.Real Property Collateral

Co-Signor:

Wilder Mountain properties, Sequatchie Joseph


Mountain properties, the Ledges
Detweiler
.Property, and Bobcat Point
Wilder Mountain properties, Sequatchie' Joseph
Mountain properties, the Ledges
Detweiler
Property, and Bobcat Point
Wilder Mountain properties, Sequatchie:Joseph
Mountain properties, the Ledges
'Detweiler
Property, and Bobcat Point
Wilder Mountain properties, Sequatchie Joseph
Mountain properties, the Ledges
'Detweiler
Property, and Bobcat Point

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J.J. DetwellerEnterprlses, Inc. and Affiliates

One Month Global Cash Flow

September 2009

I
Cash Flow From Operations before Chapter 11
Fees, Professional Fees and Adequate Protection

J.J. Detweller Enterprises, Inc.


Lodge
Kennel
Farm

Core

45.586

(99)

5.639

Sequatchie
Mountain

(16.941)

20.628

Wilder
NE Real
SE Real
SW Real
Mountain Properties Properties Properties

22.149

3.302

32.284

10.936

Total

123,483

Paymenls
Chapter 11 Fees
U.S. Truslee

o
o

Creditor's Committee

Professional Fees

The PhilUps Organization

56,211
11,098

Adequate Protection Payments

55.000

Brouse McDowell

1,174

Net Cash Flow

See accountant's report

"Ill

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EXHIBIT C

M. COLETIE GIBBONS
PHONE: 2163945063
FAX: 216 3945088
EMAIL: CGIBBONS{glSZD.COM

August 19, 2009


Re: In re J.J. Detweiler Enterprises, Inc.
In re Sequatchie Mountain. LLC
In re Wilder Mountain. LLC)
United States Bankruptcy Court
Northern District of Ohio
Case No. 09-62467 (for administration)
To all persons owing sums on certain land sale installment contracts to the Debtors identified above:
As you may mow, on June 18, 2009, certain entities owned and/or controlled by Joseph Detweiler,
including hut not limited to Sequatchie Mountain, LLC, Wilder ,Mountain, LLC, and J,J. Detweiler Enterprises,
Inc. (collectively, the "Debtors") filed petitions for relief under Chapter 11 of the United States Bankruptcy
Code in the United States Bankruptcy Court for the Northern District of Ohio.
Pursuant to an agreement reached between ArborOne ACA ("ArborOne") and the Debtors, both
ArhorOne and the Debtors hereby jointly direct you to make payable to ArborOne ACA all current and past due
payments owing pursuant to the tenns of the land sale installment contract entered into with the Debtors and
mail the same to ArborOne clo Robert Spivey, 800 Woody Jones Blvd., Florence, S.C. 29501. Upon receipt of
payment in full of the amount owing on your land sale installment contracts to the Debtors, you will receive a
deed to your property and ArborOne's lien on your property will be released.
This direction is pursuant to the order of Bankruptcy Judge Russ Kendig entered on August _,2009.
If you have any further questions please telephone Robert Spivey.
Robert Spivey

ArborOne ACA

P.O. Box 751

Lake View, SC 29563

(843) 432-2332

Very truly yours,

M. Colette Gibbons, Attorney for ArboTOne

Marc B. Merklin, Attorney for the Debtors

IC00402992I

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Exh:ibitD
llmTEDSTATESBANKRUPTCYCOURT
NORTHERN DISTRICT OF OIDO
EASTERN DMSION

In re:
Northeastem Real Properties, Ltd.
Debtor.

)
)
)
)
)
)
)
)

Chapter 11
Case No. 09-62467

Judge Russ Kendig

AGREED ORDER GRANTING ARBORONE, ACA


RELIEF FROM THE AUTOMATIC STAY

On September _ , 2009, this Court entered the Stipulated Final Order Authorizing the
Use of Cash Collateral of ArborOne, ACA (the "Cash Collateral Order"). Pursuant to the terms
of the Cash Collateral Order and upon the representation of counsel for the above captioned
debtors and debtors in possession (each a "Debtor" and collectively the "Debtors") and counsel
for ArborOne, ACA ("ArborOne") that they have agreed to the relief set forth below, and upon
due deliberation, the Court finds that (a) it has jurisdiction over this matter pursuant to 28 U.S.C.
157 and 1334; and (b) this is a core proceeding pursuant to 28 U.S.C. 157(b)(2).
IT IS HEREBY ORDERED THAT:

1.

ArborOne is GRANTED relief from the automatic stay to the extent provided

2.

Capitalized terms not otherwise defined herein have the meanings given to them

herein.

in the Cash Collateral Order.

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3.

Pursuant to Section VIII of the Cash Collateral Order, ArborOne is granted

immediate relief from stay to foreclose on the Accounts and the Remaining Real Property to the
extent provided in the Cash Collateral Order. ArborOne shall have the right to sell Sequatchie
and/or the Accounts or obtain payments on the Accounts until paid in full. Notwithstanding the
foregoing, ArborOne shall not require the Debtors to abandon the Remaining Real Property
under Section 554 of the Bankruptcy Code.
4.

As provided in Section VIII of the Cash Collateral Order, should ArborOne, or

any affiliate of ArborOne, be the successful bidder at a sale, then any subsequent consideration
or payments received by ArborOne from collection of the Contracts or sale of the Remaining
Property or other Collateral minus reasonable costs of collection and/or sale shall be applied to
the balance of the obligations of the Debtors to ArborOne to the extent such aggregate amounts
exceed the amount bid at the sale.
###

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PREPARED AND APPROVED BY:

lsi
Marc B. Merklin (0018195)

Bridget A. Franklin (0083987)

Brouse McDowell, LPA

388 S. Main Street, Suite 500

Akron, Ohio 44311

Telephone: (330) 535-5711

Facsimile: (330) 253-8601

Counsel for the Debtors


and Debtors-in-Possession

lsi
M. Colette Gibbons (
)

Schottenstein, Zox & Dunn

US Bank Centre at Playhouse Square

1350 Euclid Avenue Suite 1400

Cleveland, Ohio 44115

Phone: (216) 394-5063

Facsimile: (216) 621-6502

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