52924769;1 

UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

West Palm Beach Division 

www.flsb.uscourts.gov 

In re: Case No. 20-14792 

Chapter 11 

TOOJAY'S MANAGEMENT LLC and (Pending Joint Administration) 

TOOJAY'S ACQUISITION LLC 

Debtors. 

______________________________/ 

DEBTORS' EMERGENCY MOTION FOR ENTRY OF AN ORDER AUTHORIZING 

DEBTORS TO USE CASH COLLATERAL AND PROVIDE ADEQUATE 

PROTECTION 

(Emergency Hearing Requested for Friday, May 1, 2020) 

STATEMENT OF EXIGENT CIRCUMSTANCES 

The Debtors request an emergency hearing in this 

matter on April 29, 2020. Without the immediate 

authorization to use cash collateral and provide 

adequate protection as detailed herein, the Debtors will 

be irreparably harmed because the Debtors will not be 

able to acquire goods and services necessary for its dayto-day operations or generally maintain and preserve 

the going concern, enterprise value of the business. 

Debtors seek the entry of an Order authorizing Debtors to use their cash collateral on an 

interim and final basis pursuant to the terms of the existing Pre-Petition Senior Secured Loan 

Agreements and Pre-Petition Subordinated Secured Loan Agreements (terms defined below), 

providing the Monroe Lenders (defined below) with adequate protection as detailed herein 

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pursuant to 11 U.S.C. Sections 361 and 363 and scheduling a final hearing (the "Motion"),1 and 

in support thereof states as follows:

PRELIMINARY STATEMENT 

Debtors have owned and operated over 30 restaurant/delicatessens chains across the state 

of Florida since 1981 when the first deli was opened in Palm Beach. These restaurants are open 

for breakfast, lunch and dinner and are well-known for the wide selection of menu options that 

include handcrafted sandwiches, made-from-scratch soups, salads, and baked goods. Prior to 

the COVID-19 pandemic and the unprecedented closures of businesses required by local 

governments, Debtors' businesses were operating profitably and there were even plans to expand 

the chain into additional parts of Florida and the southeast region of the United States. 

Since the pandemic, sales have reduced dramatically. Although the Debtors have taken 

proactive measures to reduce expenses wherever possible, including reducing the number of fulltime employees from 1,114 down to a minimal staff of 280, the Debtors' fixed operating costs 

make it challenging for it to maintain its profitability and other key financial health metrics 

required by their Monroe Lenders. In the interest of stabilizing its operations until closures 

related to COVID-19 are lifted, Debtors recently obtained a $6,400,000 loan under the Paycheck 

Protection Program ("PPP") which it plans to use for payroll and other expenses allowed under 

the PPP, including future rent. 

The filing of these chapter 11 bankruptcy actions was necessitated solely because of the 

COVID-19 pandemic. These cases will provide the Debtors a single venue in which to negotiate 

1

 In support of the Motion, the Debtors rely on the Declaration of Max Piet in Support of Chapter 11 Petition and 

First Day Motions to be filed with the Court (the "First Day Declaration"). The Motion is being filed pursuant to 11 

U.S.C. Sections 361 and 363, Bankruptcy Rules 4001 and 9014, Local Rules 9013-(F) and (G), and this Court's 

Guidelines for Motions Seeking Authority to Use Cash Collateral and Motions Seeking Approval of Postpetition 

Financing (the "Court Guidelines"). 

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a plan of reorganization and to work with all of their existing landlords to address the impact of 

the revenue reductions resulting from the state and city regulations mandating the closure of the 

dining room at all restaurants. 

The Debtors operated profitably for many years and are well known in the locations in 

which they operate. They enjoy a good reputation. The Debtors project that the lifting of 

closures anticipated over the next two months will enable them to rehabilitee their businesses. 

RELIEF REQUESTED 

An immediate and critical need exists for the Debtors to be granted permission to use 

Cash Collateral (defined below) enabling them to continue operating and preserving their 

businesses and importantly, the ongoing, enterprise value. The Debtors will be irreparably 

harmed if the relief requested is not granted. Thus, the Debtors are requesting that the Court 

pursuant to Federal Rules of Bankruptcy Procedure 4001(b)(2) and Local Rules 4001-2, 9013-

1(F) and (G): i) schedule an emergency interim hearing ("Interim Hearing") on the Motion in 

accordance with local rules 9013-1(F); ii) enter the proposed Interim Order attached hereto 

as Exhibit B; iii); schedule a final hearing ("Final Hearing") on this Motion for approximately 

30 days after the conclusion of the Interim Hearing; and, iv). provide the Monroe Lenders 

(defined below) with adequate protection in the form of: (i) replacement liens securing any 

cash collateral used by the Debtors that are equal in validity and priority as any liens the 

Monroe Lenders held against the Debtors' collateral as of the commencement of this case; (ii) 

monthly adequate protection payments of $140,000; and (iii) monthly reporting requirements. 

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JURISDICTION 

1. This Court has jurisdiction over this Motion pursuant to 28 U.S.C. §§ 157 and 

1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b). Venue is proper before this 

Court pursuant to 28 U.S.C. § § 1408 and 1409(a). 

2. The statutory predicates for the relief requested herein are sections 105, 361, 362, 

and 363 of title 11 of the United States Code ("Bankruptcy Code"), Rules 2002, 4001, 6003 and 

9012 of the Federal Rules of Bankruptcy Procedure ("Bankruptcy Rules") and Local Rules 

4001-2, 9013-1(F) and (G), and the court's "Guidelines for Motions Seeking Authority to Use 

Cash Collateral and Motions Seeking Approval of Postpetition Financing" ("Local Rules"). 

FACTS RELATED TO RELIEF REQUESTED

3. On April 29, 2020 (the "Petition Date"), the Debtors filed voluntary petitions in 

this Court for relief under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy 

Code""). Since that time, the Debtors have operated as debtors-in-possession pursuant to 

Sections 1107 and 1108 of the Bankruptcy Code. As of the date hereof, no creditors’ committee 

has been appointed in this case. In addition, no trustee or examiner has been appointed. For a 

detailed description of the Debtors, their operations and assets and liabilities, the Debtor 

respectfully refers the Court and parties-in-interest to the First Day Declaration to be filed. 

4. Any cash or cash equivalents, funds or proceeds of or derived from certain of the 

collateral securing the obligations of the Debtors to the Monroe Lenders and Brookside Lenders 

under the Pre-Petition Senior Secured Loan Agreements and Pre-Petition Subordinated Secured 

Loan Agreements (defined below) constitute cash collateral within the meaning of Section 363 

of the Bankruptcy Code (the "Cash Collateral"). The Cash Collateral includes, without 

limitation, the Debtor’s cash or cash equivalents maintained in the Debtor's bank accounts and 

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proceeds received by the Debtors from the sale of goods and services and collection of accounts 

receivables. 

5. As of the Petition Date, the total claims of all secured and unsecured debt of 

Debtors was less than $50,000,000 and is summarized as follows: 

TooJay's Management LLC 

Current liabilities (unsecured) $10,254,407 

Long-term liabilities - deferred rent (unsecured) $2,643,076 

Long-term debt (secured) 

Term loan $21,522,500 

Operating revolving loan $1,000,000 

Term loan (growth and capital improvements) $2,992,500 

Mezzanine debt $7,265,236 

TOTAL CLAIMS $45,677,719 

6. Prior to the Petition Date, the Debtors entered into certain secured financing 

agreements with various lenders. The primary lending agreement providing for principal up to 

$26,000,000 is that certain Credit Agreement dated as of October 26, 2018 by and between TJ 

Acquisition, LLC, TooJay’s Management LLC, each of the subsidiaries of TooJay’s 

Management LLC, Monroe Capital Management Advisors, LLC (hereinafter “Monroe 

Administrative Agent”), and various financial institutions known as Monroe Capital 

Corporation, Monroe Capital Private Credit Fund II LP, Monroe Capital Private Credit Fund II 

(Unleveraged) LP, Monroe Capital Private Credit Fund III LP, Monroe Capital Private Credit 

Fund III (Unleveraged) LP, Monroe Private Credit Fund A LP, Monroe Capital Private Credit 

Fund I LP, and MC Financing SPV I, LLC (hereinafter collectively “Monroe Lenders”). The 

borrowers under the Credit Agreement are TooJay’s Management LLC and its operating 

subsidiaries. 

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7. The Monroe Lenders claim a security interest in cash collateral through a 

revolving line of credit, a term loan extended for non-growth expenditures, and a term loan 

intended for build-out of new sites and capital expenditures. The Credit Agreement was further 

secured by that certain Guaranty and Collateral Agreement dated October 26, 2018 by and 

between TJ Acquisition, LLC, TooJay’s Management LLC, all of TooJay’s Management LLC’s 

operating subsidiaries and Monroe Administrative Agent. (“Monroe Guaranty and Collateral 

Agreement”). A true and correct copy of the Monroe Credit Agreement and Monroe Guaranty 

and Collateral Agreement (collectively referred to as "Pre-Petition Senior Secured Loan 

Agreements") are attached as Composite Exhibit C. A summary of the loan commitments for 

each of the Monroe Lenders is summarized below: 

8. The Debtors also obtained pre-petition secured loans in the principal amount of 

$7,000,000 from two mezzanine lenders. The primary lending agreement is that certain 

Amended and Restated Securities Purchase Agreement dated September 14, 2015 by and 

between TooJay’s Management LLC, TJ Acquisition LLC, each of the subsidiaries of TooJay’s 

Management LLC, and two financial institutions known as Brookside Mezzanine Fund II, L.P. 

and Brookside Mezzanine Fund III, L.P. (hereinafter collectively “Brookside Lenders”). 

(“Brookside Amended and Restated Securities Purchase Agreement”). TooJay's Management 

Name of lender 

Revolving 

commitment 

Term A loan 

commitment 

Total B loan 

commitment TOTAL 

Monroe Capital Corporation $159,090.91 $3,500,000.00 $477,272.72 $4,136,363.63 

Monroe Capital Private Credit Fund II LP $120,049.40 $2,641,086.90 $360,148.21 $3,121,284.51 

Monroe Capital Private Credit Fund II 

(Unleveraged) LP $16,314.23 $358,913.10 $48,942.70 $424,170.03 

Monroe Capital Private Credit Fund III LP $216,005.51 $4,752,121.20 $648,016.53 $5,616,143.24 

Monroe Capital Private Credit Fund III 

(Unleveraged) LP $56,721.76 $1,247,878.80 $170,165.29 $1,474,765.85 

Monroe Private Credit Fund A LP $250,000.00 $5,500,000.00 $750,000.00 $6,500,000.00 

Monroe Capital Private Credit Fund I LP $136,363.64 $3,000,000.00 $409,090.91 $3,545,454.55 

MC Financing SPV I, LLC $45,454.55 $1,000,000.00 $136,363.64 $1,181,818.19 

TOTAL $1,000,000.00 $22,000,000.00 $3,000,000.00 $26,000,000.00 

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LLC executed two Amended and Restated Senior Subordinated Notes in favor of the Brookside 

Lenders due March 14, 2021 on September 14, 2015 that further memorialized the terms of the 

Amended and Restated Securities Purchase Agreement. (“Brookside Notes”). These 

mezzanine loans were further secured by that certain Amended and Restated Guaranty and 

Security Agreement dated September 14, 2015 by and between TooJay’s Management LLC, TJ 

Acquisition, LLC, all of the subsidiaries of TooJay’s Management LLC, and the Brookside 

Lenders. (“Brookside Amended and Restated Guaranty and Security Agreement”). The terms 

of the Brookside Amended and Restated Securities Purchase Agreement were subsequently 

modified by three different amendments, the first of which was executed on May 27, 2016, the 

second on July 6, 2017, and the third on October 26, 2018 (collectively “Brookside 

Amendments”). A true and correct copy of the Brookside Amended and Restated Securities 

Purchase Agreement, Brookside Amended and Restated Guaranty and Security Agreement, 

Brookside Notes, and Brookside Amendments (collectively referred to as “Pre-Petition 

Subordinated Secured Loan Agreements”) are attached hereto as Composite Exhibit D. A 

summary of the original principal amounts for each of the Brookside Lenders is as follows: 

1. D 

2.

3. The Monroe Lenders and Brookside Lenders both claim a lien against the 

Debtors' Cash Collateral for the purpose of securing the Debtors obligations under their 

respective loan documents. The Monroe Lenders also claim a security interest in the Debtors' 

personal property, intellectual property, account receivables and any equity interests. The 

Name of secured lender Principal 

Brookside Mezzanine Fund II, L.P. $3,500,000.00 

Brookside Mezzanine Fund III, L.P. $3,500,000.00 

TOTAL $7,000,000.00 

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Brookside Lenders also claim a security interest in the Debtors' fixtures ) and other personal 

property, whether tangible or intangible, and also pledged stock. (See Composite Exhibits C 

and D). 

4. The lenders are parties to a Subordination and Intercreditor Agreement dated 

October 26, 2018, which seemingly subordinates the Brookside Lenders claimed liens to the 

claimed liens of the Monroe Lenders. A copy of the Subordination and Intercreditor 

Agreement is attached hereto as Exhibit E. 

5. A list of UCC-1 Financing Statements and their document numbers filed against 

the Debtors in the State of Florida is attached as Exhibit F. The Debtors are obtaining any 

UCC-1 Financing Statements filed in Delaware against them which documents are not 

available online. 

6. The Debtors estimate that the value as of April 29, 2020 of the cash collateral is 

(i) $5,759,149 in case and cash equivalents; and (ii) $619,202 in accounts receivable. The 

Debtors estimate that the value as of April 29, 2020 of the fixed assets is (i) $592,712 in 

inventories and suppliers; (ii) $14,818,075 in equipment and leashehold improvements; and 

(iii) $25,235 in deposits and other assets. Prior to the COVID-19 pandemic, annual EBITDA 

on a consolidated basis exceeded $6,700,000 based on the February 2020 trailing twelve month 

period. If market multipliers for similarly situated restaurant chains were applied to EBITDA 

for the Debtors' pre-pandemic businesses, and, Debtors anticipate that the enterprise value 

expected once operations stabilize post-pandemic would be between $44,000,000 and 

$50,000,000. Since the total value of the Senior Secured Debt and Subordinated Secured Debt 

total approximately $32,780,236, the value of the Debtors' enterprise far exceeds the value of 

any Lenders' liens. 

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7. As of April 29, 2020, the Monroe Lenders claimed the approximate amount of 

$25,515,000 was due and owing them by the Debtors and the Brookside Lenders claimed the 

approximate amount of $7,265,236 was due and owing them by the Debtors. 

8. In the one-year period proceeding the commencement of this case, the net 

interest paid to the Monroe Lenders by the Debtors averaged $167,130 per month.. 

9. In connection with the Debtors' proposed use of Cash Collateral hereunder and in 

order to provide the Monroe Lenders with adequate protection for the aggregate diminution of 

the Cash Collateral resulting from the Debtors' use thereof, the Debtors have agreed, subject to 

approval of this Court, that the Monroe Lenders, shall have, nunc pro tunc as of the 

commencement of this Chapter 11 case, a replacement lien pursuant to 11 U.S.C. §361(2) on 

and in all property of the Debtors acquired or generated after the Petition Date, but solely to the 

same extent and priority, and of the same kind and nature, as the property of the Debtors 

securing the pre-petition obligations to the Monroe Lenders under the Pre-Petition Senior 

Secured Loan Agreements and Pre-Petition Subordinated Secured Loan Agreements. 

10. The Debtors also propose making monthly interest payments in the form of 

adequate protection payments in the amount of $140,000 per month to the Monroe Lenders (the 

"Adequate Protection Payments"). The Debtors will also furnish the Monroe Lenders with such 

financial and other information as required by the Pre-Petition Senior Secured Loan 

Agreements and Pre-Petition Subordinated Secured Loan Agreements or other reports as the 

Monroe Lenders may reasonably request. All replacement liens will be valid and perfected 

without the need for the execution or filing of any further documents or instruments. 

11. Prior to the COVID-19 pandemic, the Debtors' annual EBITDA on a 

consolidated basis exceeded $7,500,000. If market multipliers for similarly situated restaurant 

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chains were applied to EBITDA for the Debtors' pre-pandemic businesses, the enterprise value 

expected once operations stabilize post-pandemic would likely be between $54,000,000 and 

$65,000,000. Thus, the value of the Debtors far exceeds the amounts claimed by the lenders. 

12. Section 361 of the Bankruptcy Code requires a debtor to provide adequate 

protection solely to preserve a secured creditor's interest in any collateral used by the debtor. 

Here, the Debtors do not propose providing the Brookside Lenders with adequate protection 

because, they are unsecured as to the Cash Collateral and precluded from such relief under the 

Intercreditor and Subordination Agreement. 

12. For the avoidance of doubt, the Monroe Lenders shall not have or be granted a 

replacement lien on or against any claims or causes of action arising under Sections 542 through 

550 of the Bankruptcy Code (the "Avoidance Actions") or on or against the proceeds of the 

Avoidance Actions. 

13. The Debtors propose to use the Cash Collateral in accordance with the terms of 

the Budget attached hereto as Exhibit A covering the 13-week period from May 5, 2020 through 

August 3, 2020. The essential terms for the proposed use of Cash Collateral are as follows: 

• Pay critical vendors, including those that supply food, gourmet 

products, and other consumable supplies necessary for the operation of 

the businesses; 

• Pay necessary fixed operating expenses related to the real property 

occupied the Debtors; 

• Pay employee wages and benefits to employees necessary to operating 

the various businesses; 

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• Pay the Estates' professional fees for the administration of the Chapter 

11 cases; and 

• Pay all Court fees and fees to the United States Trustee; 

14. The Debtors intend to utilize Cash Collateral for the next thirty days in an 

amount of $500,000 week. 

15. The Debtors also requests that they be authorized: (i) to exceed any line item on 

the Budget by an amount equal to ten percent (10%) of each such line item; or (ii) to exceed any 

line item by more than ten percent (10%) so long as the total of all amounts in excess of all line 

items for the Budget do not exceed ten percent (10%) in the aggregate of the total Budget. 

16. The Budget also reflects the Debtors' utilization of $6,400,000 recently obtained 

through the federal Paycheck Protection Program ("PPP"). The Debtors contend that the 

proceeds of the PPP does not constitute cash collateral.2 Yet, even if the PPP proceeds are 

included in Cash Collateral, the Monroe Lenders still remain adequately protected by virtue of 

the replacement liens and Adequate Protection Payments and the Brookside Lenders still remain 

2 Pursuant to the title II of the Coronavirus Aid, Relief, and Economic Security Act (the "CARES 

Act"), § 1102 thereof entitled "Paycheck Protection Program" amends § 7(a) of the Small 

Business Act (15 U.S.C. 636(a)) and defines "allowable uses of covered loans" as follows: 

(I) payroll costs; 

(II) costs related to the continuation of group health care 

benefits during periods of paid sick, medical, or family 

leave, and insurance premiums; 

(III) employee salaries, commissions, or similar 

compensations; 

(IV) payments of interest on any mortgage obligation (which 

shall not include any prepayment of or payment of 

principal on a mortgage obligation); 

(V) rent (including rent under a lease agreement); 

(VI) utilities; and 

(VII) interest on any other debt obligations that were incurred 

before the covered period. 

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unsecured as to the Cash Collateral. The Debtors also request that any replacement liens and 

administrative expense claims granted to the Monroe Lenders pursuant to the terms hereof be at 

all times subject and junior to: (i) the fees of the Office of the United States Trustee pursuant to 

28 U.S.C. § 1930; (ii) any court costs, and (iii) the fees and expenses for Court approved 

professionals for the Debtors in the amounts and as set forth in the Budget (collectively, the 

"Carve Out"). 

BASIS FOR RELIEF REQUESTED 

I THE COURT SHOULD ENTER AN ORDER AUTHORIZING THE USE 

OF CASH COLLATERAL BECAUSE THE MONROE LENDERS ARE 

ADEQUATELY PROTECTED. 

12. The Bankruptcy Code provides for the Debtors use of cash collateral with 

consent of secured creditors, with permission of the Court after notice and hearing. 11 U.S.C, § 

363(c). The Court may condition use of cash collateral as is necessary to provide adequate 

protection. 11 U.S.C. § 362(e). 

13. Pursuant to the terms hereof, the Debtors will provide adequate protection to the 

Monroe Lenders as contemplated and required by Sections 361 and 363. The Bankruptcy Code 

does not explicitly define "adequate protection," but does provide a non-exclusive list of the 

means by which a debtor may provide adequate protection, including "other relief" resulting in 

the "indubitable equivalent" of the secured creditor's interest in such property. See 11 U.S.C. § 

361. 

14. What constitutes adequate protection must be evaluated on a case-by-case basis. 

In re Swedeland Dev. Group Inc., 16 F.3d 552, 564 (3d Cir. 1994) (citing In re O'Connor, 808 

F.2d 1393, 139697 (10th Cir. l987)); In re Martin, 761 F.2d 472, 476 (8th Cir. 1985). Adequate 

protection is meant to ensure that the secured lender receives the value for which it originally 

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bargained. Swedeland, 16 F.3d at 564 (citing O'Connor, 808 F.2d at 1396) ("the whole purpose 

of adequate protection for a creditor is to ensure that the creditor receives the value for which he 

bargained pre bankruptcy"). Courts have noted that "the essence of adequate protection is the 

assurance of the maintenance and continued recoverability of the lien value during the interim 

between the filing . . . and the confirmation." In re Arriens, 25 B.R. 79, 81 (Bankr. D. Or. 1982). 

The focus of the requirement is to protect a secured creditor from diminution in value during the 

use period. See In re Kain, 86 B.R 506, 513 (Bankr. W.D. Mich. 1988); In re Becker Indus. 

Corp., 58 B.R. 725, 736 (Bankr. S.D.N.Y. 1986); In re Ledgmere Land Corp., 116 B.R. 338, 

343 (Bankr. D. Mass. 1990). 

15. The Debtors' requested use of Cash Collateral and the protections afforded to the 

Monroe Lenders herein, including but not limited to, replacement liens, the Adequate Protection 

Payments and monthly reporting as required under the Pre-Petition Senior Secured Loan 

Agreements and Pre-Petition Subordinated Secured Loan Agreements. 

II ALLOWING THE DEBTORS' TO USE THE CASH COLLATERAL 

WILL PRESERVE THE DEBTORS' GOING CONCERN VALUE 

INURING TO THE BENEFIT OF THE LENDERS, OTHER 

CREDITORS AND THE DEBTORS' ESTATES. 

16. The continued operation of the Debtors' businesses will preserve and maintain 

their going concern and enterprise values. If the Debtors are not allowed to use the Cash 

Collateral, their business operations will be substantially interrupted resulting in a significant 

diminution in the value of the Debtors' assets (including the Cash Collateral) to the detriment of 

both the Monroe Lenders and Brookside Lenders, the lenders, other creditors and interest 

holders and the Debtors' estates. Moreover, the Debtors will suffer employee attrition, lost 

revenues, lost customers and damage to their goodwill. 

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17. It is well established that a bankruptcy court, where possible, should resolve 

issues in favor of preserving the business of the debtor as a going concern:

A debtor, attempting to reorganize a business under Chapter 11, 

clearly has a compelling need to use "cash collateral" in its effort 

to rebuild. Without the availability of cash to meet daily operating 

expenses such as rent, payroll, utilities, etc., the congressional 

policy favoring rehabilitation over economic failure would be 

frustrated. 

In re George Ruggiere Chrysler-Plymouth, Inc., 727 F.2d 1017, 1019 (11th Cir. 1984).

18. Accordingly, courts authorize the use of cash collateral to enhance or preserve 

the debtor's going concern value. For example, in In re Stein, 19 B.R. 458 (Bankr. E.D. Pa. 

1982), the court allowed a debtor to use cash collateral where the secured party was 

undersecured, finding that the use of cash collateral was necessary to the debtor's continued 

operations and the creditor's "secured position can only be enhanced by the continued operation 

of the [debtor's business]" Id. at 460; see also In re Karl A. Neise, Inc., 16 B.R. 600, 602 (Bankr. 

S.D. Fla. 1981) (marginally secured creditor adequately protected by lien on postpetition 

property acquired by debtor; debtor can use cash collateral "in the normal operation of their 

business"); Federal Nat. Mort. v. Dacon Bolingbrook Assocs., 153 B.R. 204, 214 (N.D. Ill. 

1993) (security interest protected to extent debtor reinvested rents in operation and maintenance 

of the property); In re Constable Plaza Assoc., 125 B.R. 98, 105 (Bankr. S.D.N.Y. 1991) 

(debtor's reinvestment of rents to maintain and operate office building "will serve to preserve or 

enhance the value of the building which, in turn, will protect the collateral covered by [the] 

mortgage"); In re Dynaco Corp., 162 B.R. 389, 395-96 (Bankr. D.N.H. 1983) (finding that the 

alternative to the debtor's use of cash collateral, termination of its business, would doom 

reorganization and any chance to maximize value for all creditors).

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WHEREFORE, the Debtors respectfully request that the Court enter the Interim Order: 

(A) Authorizing the Debtors to: 

 (i) use the Cash Collateral in accordance with the Budget; 

(ii) pay the Monroe Lenders the Adequate Protection Payments; and 

 (iii) grant the Monroe Lenders a replacement lien pursuant to 11 U.S.C. §361(2) 

on and in all property of the Debtors acquired or generated after the Petition Date, 

but solely to the same extent and priority, and of the same kind and nature, as the 

property of the Debtors securing the pre-petition obligations to the Monroe 

Lenders under their loan documents; 

 (B) Scheduling a Final Hearing on the Motion for approximately thirty (30) days after the 

entry of the Interim Order on this Motion; and. 

 (C) For such other and further relief as the Court deems just and proper.

Date: April 29, 2020 

AKERMAN LLP 

Proposed Attorneys for Debtors-in-Possession 

350 East Las Olas, Blvd., Suite 1600 

Ft. Lauderdale, Florida 33301 

Tel: (954) 463-2700 / Fax: (954) 463-2224 

By: /s/ Eyal Berger 

Joanne Gelfand, Esq. 

Florida Bar No 515965 

Joanne.gelfand@akerman.com 

Eyal Berger, Esq. 

Florida Bar No. 11069 

eyal.berger@akerman.com 

K. Ingrid Warrner, Esq. 

Florida Bar No. 794481 

Ingrid.warrner@akerman.com 

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CERTIFICATE OF SERVICE 

I HEREBY CERTIFY that on April 29, 2020, I electronically filed the foregoing document with 

the Clerk of the Court using CM/ECF. I also certify that the foregoing document is being served this day 

by transmission of Notices of Electronic Filing generated by CM/ECF to those parties registered to 

receive electronic notices of filing in this case. 

AKERMAN LLP 

Proposed Attorneys for Debtors-in-Possession 

350 East Las Olas, Blvd., Suite 1600 

Ft. Lauderdale, Florida 33301 

Telephone: (954) 463-2700 

Facsimile: (954) 463-2224 

B y: /s/ Eyal Berger 

 Eyal Berger, Esq. 

 Florida Bar No. 11069

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