Okaloosa County BOCC — June 17, 2014 — Assignment of Advantage Lease to DTG — reading text

subsequent to the commencement of the Debtor’s chapter 11 case (but, for the avoidance of doubt, in each case arising from or related to the ownership of the Non-Transfetved Locations of the operation of the Business prior to the date of the Closing (the “Closing Date”) of any of the Non-Transferred Locations), and whether imposed by agreement, understanding, law, equity ot otherwise, including claims otherwise ari sing under any theory, law a doctrine of successor liability or related theories, as well ag arly and all “claims” as that term is defined and used in the Bankruptey Code, including section 101 (5) thereof {all of ‘the foregoing, ‘collectively, “Claims”, and any -gonsensiial or Nonconsensuial jie statutory licn, real or personal property lien, mechanics’ lien, materialmans’ lien, warehousemans’ lien, tax lien, and any and-all “liens” a8 that term is defi ned and used in the Bankrupley Gade, including section 101037) thereof (all of the foregoing, collectively, “Liens”). | 10. Ateach Closing of any Non-Transferred Location, all of the Debtor's right, fille and interest in and to, and possession of, that particular ‘Non-Transferred Location. or those particular ‘Non-Transferred Locations shall be immediately vested in Avis and Hertz, -25- Case 13-03332-ee Doc 498 Filed 03/31/14 Entered 03/31/14 14:15:16 Desc Main Document Page 26 of 76 respectively, as the Purchasers, pursuant to sections 105(a), 363(b), 363(f) and 365. of the Bankruptcy Code free and clear of any and all Liens and Claims, Such transfer shall constitute a lepal, valid, binding and effective transfer of such Non-Transferred Lovations. Al persons or entitiés, presently, or on or -after the Closing, in possession of some or all of the Non-Transferred Locations are divested to surrender possession of ‘the Non-Transferred Locations directly to Avis or Hertz as the Purchaser or its designee on the Closing or at such time ther eafter. as Avis ot Hertz as the Purchaser may request, | 11. Avis and Hertz, respectively, as the Purchasers, are hereby authorized in conitection with the eonstimination of the transactions to allocate the Non-Transferred Locations, Seller Assumed. Liabilities, and the Assigned Contracts among. its affiliates, desigriees, assignees, and/or successors in a manner as il, in its sole discretion, deems appropriate, and to assign, sublease, sublicense, transfer or otherwise dispose of any of the Non+Tratisfer red Locations or the rights tinder any Assigned Contract to its affiliates, designees, assignees, and/or successors with all of the ghia and protections: accorded under this Ordet anid the Avis Term Sheet and the Hertz Term Sheet, and the Debtor shall cooperate with aud take all” actions reasonably requested by Avis and Hertz, respectively, as the Purchasers, to effectuate Purchasers, i requested after the Closing Date to the extent provided i in the Avis Tern Sheet and the Hertz Term Sheet. 12. Subject orily to the provisions of Paragraph At herein with respect to Hertz and the Allegheny Authority; this Order (a) shall ‘be effective as a determination that, as of the Closing, @ no Liens ot Claims (other than the Seller Assumed Liabilities) will be capable of béitig asserted against Avis and Hertz, respectively, as the Purchasers, or any of its assets 2G « Case 13-03332-ee Doc498 Filed 03/31/14 Entered 03/31/14 14:15:16 Desc Main Document Page 27 of 76 (including the Non-Transferted Locations), (ii) the Non-Transfered Locations shall have been transferred to Avis and Hertz, respectively, as the Purchasers, free and clear of all Liens and Claims, and (iii) the conveyarices described herein have been effected; and (b) is and shall be binding upon and govern the acts of all entities, including, without liniitation, all filing agents, filing officers, title agents, title companies, recorders of mortgages, recorders of deeds, registrars of deeds, registrars of patents, trademarks or othér intelléctual property, administrative agencies, governmental departments, secretaries of state, federal and local officials and all other persons and etitities who may be required by operation of law, the duties of their office or pontract, to necept, file, register or otherwise record or release any documents or instruments, or who may ‘bé required to report orinsure: any title ‘or state of title in orto any lease; and each of the foregoing persons and entities is hereby directed to accept for filing any and all of the documents and instriments necessary and appropriate to constimmate the ‘{rangactions contemplated. by ihe Avis Term $ heet and the Hertz Term Sheet. a Except as. otherwise expressly provided in. the Avis Term Sheet and the Hertz respective successors and assigns), inchiding, without. limilation, all debt security jitders; equily sécurity holders, affiliates, governmental, ta and ‘egulatoty Suthosities, lenders, customers, vendors, employees, trade creditors, litigation colattnanits and other creditors holding Liens or Claims arising under of out of, in corinéction with, or in any way relating to, the Debior, the Non-Transferred Locations; the ownership, sale or opetation of the Non-Transferred -Lovations and the Business prior to Closing or the transfer of the Non-Transferred Locations to Avis and Hertz, respectively, as the Purchasers, are hereby forever batted, estopped and permanently enjoined from asserting such Liens or Claims against Avis and Hertz, respectively, ~27- Case 13-03332-ee Doc 498 Filed 03/31/14 Entered 03/31/14 14:15:16 Desc Main Document Page 28 of 76 as the Putchasers, its successors or assigns, its assets or property or the Non-Transferred Locations. Following the Closing, no holder of any Lien or Claim shall interfere with title to or use-and enjoyment of the Non-Transferred Locations of Avis and Hertz, respectively, as the Parohiasers, based on ot related to any such Lien or Claim, or based on any action the Debtor may take in its chapter 11 case. | 14, Bach person onentity that has filed financing statements, mortgages, lis pendens or other documents or agreements evidencing Liens or Clainis against of in the Non-Transferred Locations shall be obligated to deliver to the Debtor and Avis and Hertz, respectively, as the Purchasers, prior to the Closing of the transactions in proper form for filing and executed by the - appropriate parties, termination statements, instruments of satisfaction, releases of all Liens and. Claims that the person or entity ‘has with respeet to the Non-Transferred Locations or otherwise. If any person or entity. that has filed financing statements, mortgages, lis pendens or other documents or agreements evidencing Liens. or Claims against or in the Non-Transferred Locations shall not have delivered to the Debtor prior fo the Closing of the transactions, in proper form for. filing and executed by the appropriate parties, termination statements, instruments of satisfaction, releases of all Liens and Claims that the person or entity has with: respect to the Non-Transfetred Locations or otherwise, then only ‘with regard to the- Non-Transferred Locations that are purchased by the Purchasers, ‘pursuatit to each of the Binding ‘Term Sheets, “8 applicable, and this Order: (a) each of the Debtor and Purchasers is. hereby authorized and directed to execute and file such statements, instruments, feléases and other documents on behalf of the person or éntity with respect to. the Non-Transferred Locations: (b) Avis and Hertz, respectively, as the Purchasers, are each hereby authorized to file, register or otherwise record a certified copy of this Order, which, once filed, registered or 28 Case 13-03332-ee Doc498 Filed 03/31/14 Entered 03/31/14 14:15:16 Desc Main Document Page 29 of 76 otherwise recorded, shall constitute conclusive evidence of the release of all Liens and Claims against Avis and Hertz, respectively, as the Purchasers, and the applicable Non-Transferred Locations; and (c) Avis and Hertz, respectively, as the Purchasers, may seek in this Court or any other court 10 compel appropriate parties to execute termination statements, instruments of satisfaction, and releases of all Liens and. Claims with respect to the Non-Transferred Locations other than Seller Asstimed Liabilities, This Order is deemed to be in recordable form sufficient +0 be placed in the filing or recording system of each and every. federal, state, or local. goverhinent agency, department or ¢ office. Notwithstanding the foregoing, the provisions of this Order authorizing 3 the sale and assignment: of the Non- ‘Transferred: Locations free and clear of Liens and: Claims ‘shall ‘be sel{-executing, and neither the . Debtor hor Avis and Hettz, respectively, as thé Purchasers, shall ‘be required to execute or file releases, termination statements, assignments, consents or other instruments. to effectuate, consiimmate. and Aniplement the provisions of this Order, | 15: Avis and Hertz, respectively, as the Purchasets, shall be anthonired, as of the “Closing Date, to operate under any license, permit, registration and governmental (including airport aut horities) authorization ‘or approval (collectively; the “Ancillary Licenses”) of the Debtor ‘with respect to the Non-Tr ansferred Locations, and all Anci lary Licenses are deemed to have been, : and hereby are directed t6.be, transferred to Avis -and Hertz, respectively, as the Purchasers, a8 of the Closing Date, For the avoidanve of doubt, the Ancillary Licenses do not include the Assigned Contracts, and iioné of the provisions of this paragraph 15 apply to the assumption and assigriment of the Assigned Contracts to the Purchasers, To the extent any Aneillary License cannot be transferred to Avis and Hertz, respectively, as the Purchasers, in accordance with the first sentence of this paragraph 15, each such Ancillary License: (a) shall = 29> Case 13-03332-ee Doc498 Filed 03/31/14 Entered 03/31/14 14:15:16 Desc Main Document Page 30 of 76 remain in effect while Avis and Hertz, respectively, as the Purchasers, with assistance from the Debtor, works promptly and diligently to apply for and secure all necessary government approvals for the transfer or new issuance of Ancillary Licenses to Avis and Hertz, respectively, as the Purchasers; and (b) shall terminate.on a license-by-license basis following the Final determination of the application of Avis’and Hertz, respectively, as the Purchasers, for transfer or new issuance of ant Ancillary License to Avis and Hertz, respevtively, as the Purchasers. The Debtor shall maintain the Ancillary Licénses in. good standing to the fullest extent allowed by applicable law for the benefit of Avis and Hertz, respectively, . the Purchasers, until equivalent new Ancillary Licenses are issued to Avis and Hertz, respectively, as the Purchasers, which shall be at the cost of Avis and Hertz, respectively, as the Purchasers, io the extent obligations aré incurred after the Closing Date. Without limiting the foregoing, the Purchasers and Debtor —qnay enter into, without further application or mot ion to, of order bf the Court any reasonable arrangement that either of the Purchasers may request and at the dipetse of such Purchaser, which arrangement provides Avis and Hertz, respectively, as the Purchasers; with all of the benefits of, or under, any such Aicillary License or any other Non-Assignable Purchased Asset (a8 defined in the Avis Tem Sheet). Further, also without limiting the foregoing, Avis and ‘Hertz, respectively, as the Purchasets, and the Debtor may enter into, without further application or motion to, or order of, the Court, any reasonable shared ‘services agreement or shaved ‘management agreement that Purchasers may request and at the expense of Parchasers, which atrangement provides Purchasers with the benefits of management or setvices of the Debtor in transitioning the operation of the business of the Deblor to