OPINION

MICHAEL B. KAPLAN, Bankruptcy Judge.

I. INTRODUCTION

This matter comes before the Court by way of a Motion filed by Debtor, Ocean Place Development, LLC ("Debtor" and/or "Ocean Place") for a final order approving the use of cash collateral. AFP 104 Corp. ("AFP" and/or "Lender"), the secured lender, objects to Debtor's Motion and additionally requests that this Court dismiss the Debtor's bankruptcy case for cause, including bad faith, or, alternatively, vacate the automatic stay. AFP contends that the Debtor's Chapter 11 filing was in bad faith because (1) the Debtor will be unable to successfully reorganize and; (2) AFP lacks adequate protection if the case proceeds. Central to this argument is AFP's belief that the "hotel revenues" (for purposes of this opinion, this term encompasses revenues generated from room occupancy, food and beverage sales, catering, gift shop purchases, and spa and related hotel services) which the Debtor generates are not part of the Debtor's estate because they were unconditionally and absolutely assigned to AFP's predecessor in interest prior to the bankruptcy filing. As such, the principal issue the Court seeks to address in this opinion is whether the Third Circuit's decision in In re Jason Realty, L.P., 59 F.3d 423 (3d Cir.1995), which held that an assignor's interests in rents under a lease were not property of the assignor's estate, precludes the Debtor from using these revenue proceeds as part of its reorganization efforts.

For the reasons set forth below, the Court finds that Jason Realty is inapplicable in this case because the hotel revenues at issue are not "rents" within the meaning of Jason Realty. Specifically, the Court differentiates between a lessee or tenant and a hotel guest licensee, who holds only a personal contract with respect to the property as opposed to an ongoing interest in the property. As a result, the Court finds that the hotel revenues are properly classified as personal property—not an interest in realty—that falls within the ambit of estate property and subject to the Article 9 provisions of the Uniform Commercial Code. 11 U.S.C. § 541(a). Accordingly, the hotel revenues are available for the Debtor's use as cash collateral in this proceeding.

II. PROCEDURAL HISTORY/FACTS

On February 15, 2011, Ocean Place, a beachfront resort property in Long Branch, New Jersey, filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code. The Debtor continues to operate its business and manage its properties as a debtor-in-possession pursuant to 11 U.S.C. §§ 1107(a) and 1108. The Ocean Place resort is sited on 17-acres featuring 1,000 feet of ocean frontage and is improved with a 254-room hotel that includes 40,000 square feet of meeting space, three restaurants, a bar/lounge, a full-service spa, and numerous resort amenities. The Debtor employs between 95 and 340 employees, depending upon the season, through the property management entity West Paces Hotel Group, LLC ("West Paces").1

As of the petition date, the Debtor owed approximately $57,245,372.26 to AFP pursuant to a Loan Agreement dated April 25, 2006, as amended from time to time, entered into by and between the Debtor as borrower and Barclays Capital Real Estate Inc. as lender. That amount includes a per diem interest charge of $14,531 per day and also is subject to an attorney's fees award of approximately $95,000. Borrowings under the Loan Agreement are evidenced by two promissory notes in the amounts of $8,875,000 and $44,000,000 and are secured by a variety of instruments including a Mortgage, Assignment of Rents and Leases, Security Agreement, as well as UCC and fixture filings, executed together with the Loan Agreement (Collectively "Loan Documents"). The Loan Documents include a broad definition for the term "rents," both in the Mortgage and in the Assignment of Rents and Leases. The definition provides that "rents" is to include:

In connection with the Loan Agreement and the Security Instrument, the Debtor entered into a Lockbox—Deposit Account Control Agreement with Barclays, the Bank of New York and West Paces. Among other things, the Lockbox Agreement requires that deposits of all rents and income generated from the Debtor's property be placed into a designated depository account at the Bank of New York for the benefit of the Lender. The Lockbox Agreement also established a lockbox for the collection and processing of the remittances for eventual deposit into the designated depository account at the Bank of New York.

The borrowing under the Loan Documents matured on January 9, 2008. From their inception and up to the January 9, 2008 maturity date, the Debtor was current in its obligations to Barclays. For approximately two years from the maturity date through January of 2010, the Debtor paid Barclays interest at the default rate of interest of approximately 9.8%. In January of 2010, the Debtor defaulted on the loan. On or about October 26, 2010, AFP purchased from Barclays all of Barclays' rights under the Loan Documents. Following the purchase of Barclays' interest in the Debtor, AFP obtained a foreclosure judgment and scheduled a foreclosure sale of the Debtor's assets for February 22, 2011. One week prior to the scheduled foreclosure sale, the Debtor filed this Chapter 11 case, after receiving two statutory adjournments.

On February 17, 2011, among other First Day matters, the Court held a hearing on the Debtor's Motion for an Order of the Bankruptcy Court Authorizing the Use of Cash Collateral. That same day, the Court entered an Interim Order Authorizing the Use of Cash Collateral.

On March 9, 2011, the Court conducted an evidentiary hearing with respect to the Final Cash Collateral Motion and the Motion to Dismiss the Debtor's bankruptcy case filed on behalf of AFP. The Court heard testimony on behalf of the Debtor by William R. Dixon, Jr., the vice president of the Debtor's Manager, and Gary Williams, a principal of Coakley & Williams, the putative new property manager of the Debtor. The Court also heard the testimony, on behalf of AFP, of Anthony Miceli, the Chief Financial Officer of United Capital Corporation, of which AFP is an indirect subsidiary. Mr. Miceli is also the president of AFP. In addition to each witness's testimony, the Court also accepted into evidence the declarations of Mr. Dixon, Mr. Williams and Mr. Miceli.

On March 10, 2011, the Court denied AFP's Cross Motions for dismissal or stay relief, and granted the Debtor's Motion for a final order approving the use of cash collateral. The Court recited its decision regarding these motions into the record. On that date, the Court also reserved the right to prepare and file a more expansive written opinion on certain issues. The Court now exercises that right with regard to its characterization of the hotel room revenues collected by Ocean Place and its analysis of the applicability of Jason Realty in the instant proceeding.

III. JURISDICTION

The Court has jurisdiction over this proceeding under 28 U.S.C. §§ 1334(a) and 157(a) and the Standing Order of the United States District Court dated July 10, 1984 referring all bankruptcy cases to the bankruptcy court. This matter is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2)(A), (D), (G) & (M). Venue is proper in this Court pursuant to 28 U.S.C. § 1408. The following constitutes the Court's findings of fact and conclusions of law as required by Fed. R. Bankr.P. 7052.2

IV. DISCUSSION

11 U.S.C. § 541 provides that "(a) The commencement of a case ... creates an estate. Such estate is comprised of all of the following property, wherever located and by whomever held: (1) Except as provided in subsections (b) and (c)(2) of this section, all legal or equitable interests of the debtor in property as of the commencement of the case .... (6) proceeds, product, offspring, rents, or profits of or from property of the estate...." The estate is to be broadly construed. In re St. Clair, 251 B.R. 660, 664 (D.N.J.2000); See In re Village Green I, GP, 435 B.R. 525 (Bankr.W.D.Tenn.2010).

Ocean Place requests authorization to use cash collateral pursuant to 11 U.S.C. § 363(c)(2) which provides:

Id. "The ability to use cash collateral under § 363(c)(2) extends to the Debtor by virtue of 11 U.S.C. § 1107(a) which endows a Chapter 11 debtor in possession with `virtually all of the rights and powers of a bankruptcy trustee ...'" In re Village Green I, GP, 435 B.R. at 530 (citing United States v. Hunter (In re Walter), 45 F.3d 1023, 1027 (6th Cir.1995)).

The "cash collateral" which the Debtor seeks to use to reorganize is defined in 11 U.S.C. § 363(a) as:

Id. (emphasis added). As such, property cannot be cash collateral unless it is also property of the estate. Jason Realty, 59 F.3d at 425-26 (determining that property that is not property of the estate as defined in 11 U.S.C. § 541(a) is "not available as cash collateral nor as a funding source for [a] debtor's reorganization plan.").

Accordingly, the Court's entry of a final order authorizing the use of cash collateral hinges, in large part, on whether the hotel room revenues are property of the estate which can be used by the Debtor for purposes of both operations and eventual reorganization. The courts in New Jersey have not yet addressed the issue of whether a security interest in hotel room revenues is either an interest in realty, or an interest in personalty that must be perfected and enforced pursuant to Article 9 of the New Jersey version of the Uniform Commercial Code.3 Our task is thus to determine: (1) how the hotel room revenues collected by the Debtor should be characterized; and (2) even if deemed personalty, whether the Debtor's use of the hotel revenues in its reorganization efforts is inconsistent with the Third Circuit's holding in Jason Realty. Central to answering both questions is a discussion of the scope and applicability of Article 9 in the instant proceeding.

SCOPE, APPLICABILITY, AND CHARACTERIZATION OF THE HOTEL ROOM REVENUES UNDER ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE

As noted in both Wachovia Bank Nat. Ass'n v. EnCap Golf Holdings, LLC, 690 F.Supp.2d 311 (S.D.N.Y.2010), and the Third Circuit in In Re Jersey Tractor Trailer Training Inc., 580 F.3d 147 (3d Cir.2009), both New York and New Jersey have adopted revised Article 9 of the Uniform Commercial Code for secured transactions, see, e.g., N.J.S.A. 12A:9-101, et seq.; In re Chris-Don, Inc., 367 F.Supp.2d 696, 699 (D.N.J.2005) ("The New Jersey legislature enacted revised Article 9 of the U.C.C. in 2001."). "[E]xcept as otherwise provided ..., [Article 9] applies to: (1) a transaction, regardless of its form, that creates a security interest in personal property or fixtures by contract." U.C.C. § 9-109(a). It is palpably clear to the Court that the nature of the instant transaction reflects a secured transaction. Indeed, the Court notes that the Loan Documents grant AFP a security interest in the rents and leases. Specifically, Section 2.2 of the Assignments of Rent and Leases states that: "Borrower hereby grants to Lender, as security for the obligations, a security interest in the property to the fullest extent that the Property now or hereinafter may be subject to a security interest under the UCC. Borrower intends for the security instrument to be a `security agreement' within the meaning of the UCC." Id. In addition, the Loan Documents provide other indicia of a secured transaction, namely, the Loan Documents: (1) permit the Debtor to collect rents as long as Debtor is not in default under the mortgage; (2) permit the Lender to use post-default rents only to apply to reduce the Debtor's obligation to the Lender; and (3) permit automatic termination of the Assignment of the repayment of the Debtor's obligation to the Lender. See Assignments of Rents and Leases, Section 2.05, Section 2.03 b(b), Lease Assignment Section 3.01.

However, the applicability of Article 9 is not without limit. Pertinently, Section 9-109(d)(11) provides that Article 9 does not extend to "the creation or transfer of any interest in or lien on real property, including a lease or rents thereunder." Id. Thus, were the hotel revenues properly classifiable as rents, the proceeds would fall outside the scope of Article 9. However, the Court finds that the Section 9-109(d)(11) exception does not apply to interests in hotel room revenues. In support, the Court adopts the cogent analysis found in Judge Howard C. Buschman, III's holding in In re Kearney Hotel Partners v. Richardson, 92 B.R. 95 (Bankr. S.D.N.Y.1988). Judge Buschman explained:

Judge Buschman continued:

Id. Instead, the Court finds that the hotel room revenues are "accounts" or "payments intangible" as defined by Article 9. See also In re Northview Corp., 130 B.R. 543 (9th Cir. BAP 1991) (characterizing hotel revenues as personal property characterized as an "account" or "payment intangibles" rather than rent).4 The hotel occupants of Ocean Place are not "tenants" who possess an interest in real property, but merely licensees. Therefore, as a secured creditor, all the Debtor must do is establish that AFP's interests are adequately protected. The final cash collateral ordered entered on March, 11, 2011 has done that here.

Moreover, the Official Comments to the UCC, which clarify and relate the philosophy undergirding Article 9, further support the Court's construction. In particular, the Official Comment to Section 9-101 states:

Id. (emphasis added). Furthermore, with respect to the scope of Article 9, the Official Comment to Section 9-109 provides: "When a security interest is created, this Article applies regardless of the form of the transaction or the name that the parties have given to it." Id.5 The Court is persuaded that the preceding commentary suggests that the UCC drafters intended that courts look beyond the labels given by the parties when determining whether the UCC, specifically Article 9, is applicable in any given proceeding. It is through this lens that the Court analyzes the hotel room revenues.

Towards this end, the Court does not find the expansive definition of "rents" provided in the Loan Documents dispositive. As aforementioned, the parties agreed to the following broad definition of rents in its Assignment of Rents and Leases:

See Boyle Decl., Ex. C and E, at p. 3. However, the Official Commentary makes clear that Article 9 encompasses all transactions in which a security interest has been created in personal property. Accordingly, the fact that the term "rents" was applied in the Loan Documents does not, in and of itself, remove the transaction from the protection of Article 9's umbrella. The Lender itself arguably believed and understood that its security interest in these revenues was governed by the UCC. Barclays' and AFP's UCC-1 filings reinforce this fact.6 The nature of the transaction and the actions taken by and on behalf of the Lender persuade the Court that Article 9 undeniably governs here. In reaching this conclusion, the Court is likewise wary of lending support to a creditor's ability to draft itself outside of Article 9's integral protections for obligors and debtors, e.g., redemption rights (U.C.C. § 9-623) and collateral disposition requirements (U.C.C. § 9-610).

Finally, examination of New Jersey statutes further reveals that the New Jersey legislature continues to recognize a distinction between a guest in a hotel and a tenant under a lease.7 For example, the Truth-in-Renting Act, N.J.S.A. 46:8-43, et seq., the purpose of which is to set forth the rights and responsibilities of residential tenants and landlords in New Jersey, specifically excludes from the application of the Act "dwelling units ... in hotels, motels, or other guest houses serving transient or seasonal guests." N.J.S.A. 46:8-44 (defining "Landlord" under the Truth-in-Renting Act). See also N.J.S.A. 2A:18-59.2 which provides, in the context of an eviction, that the anti-eviction act "shall not apply to a hotel, motel or other guest house, or part thereof, rented to a transient guest or seasonal tenant...." Id. Consistent with the aforementioned exclusions is New Jersey's judicial and legislative treatment of the rights of access and ensuing liabilities to which a landlord and hotel proprietor are respectively exposed. Johnson v. Kolibas, 75 N.J.Super. 56, 182 A.2d 157 (App.Div.1962), certif. den. 38 N.J. 310, 184 A.2d 422 (1962), the leading New Jersey case discussing the distinction between a hotel guest and tenant, provides:

Id. at 61-63, 182 A.2d 157 ("[N]ew Jersey case law clearly distinguishes the relationship between a guest and a tenant."). Chapter 29, "Hotels" embodies this distinction. N.J.S.A. 29:2-1(a) provides that "hotel" means "any hotel ... whose proprietor offers and accepts payment for rooms, sleeping accommodations or board and lodging and retains the right of access to, and control of, the premises which are let." Id. (emphasis added). Lastly, relative to the obligations of a landlord, the liability of a hotel proprietor is limited. See N.J.S.A. 29:2-4 ("The proprietor of a hotel shall be liable to any guest of the hotel only for ordinary and reasonable care in the custody of valuables or other personal property belonging to the guest."). Accordingly, the position of both the New Jersey legislature and the New Jersey courts bolsters this Court's finding that interests in hotel room revenues and interests in real property under a lease should not be accorded parallel treatment.8

In sum, notwithstanding the definition of "rents" provided in the Loan Documents, AFP has failed to present the Court with any source, case law or supplemental evidence to support its position that, in either New Jersey or New York, hotel revenues should be treated like leasehold interests. Instead, to treat the interests in an essentially identical manner, merely as a result of the parties' designation of the revenues as "rents," would stand in direct contravention of the panoply of New Jersey statutes dealing with "hotels," "landlords," and "tenants," the UCC Article 9 provisions, and the case law discussed above interpreting the relevant UCC provisions. As such, the Court finds that the hotel revenues are personal property in which AFP holds a perfected security interest and properly considered property of the Debtor's estate.

JASON REALTY IS INAPPLICABLE WITH RESPECT TO INTERESTS IN PERSONAL PROPERTY

The Court now turns its attention to whether its finding that the interests in the Debtor's hotel room revenues are interests in personal property, and thus property of the estate available to the Debtor in its reorganization efforts, conflicts with the Third Circuit seminal case of Jason Realty and/or case law adopting the Third Circuit's holding in Jason Realty. Jason Realty addressed the rights of an assignee of a lease under a pre-petition assignment. 59 F.3d at 430. Specifically, the debtor in Jason Realty executed an assignment that provided: "for good and valuable consideration, receipt of which is hereby acknowledged, Jason Realty hereby grants, transfers, and assigns to the Assignee the entire of Lessor's interest in and to those certain leases ... TOGETHER with all rents, income and profits arising from said leases." 59 F.3d at 426. The issue before the Third Circuit was "whether the assigned rents should have been classified as property of the estate." Id. AFP submits that even if the hotel revenues at issue are treated as personalty, the revenues were assigned absolutely and unconditionally to the lender prior to the bankruptcy and thus Jason Realty applies to restrict the Debtor's use.

Before discussing the Court's resolution of this issue, the Court pauses to provide a brief factual background. In the course of executing a promissory note, Jason Realty, the mortgagor and owner of a two-story retail and office building in Aberdeen, New Jersey, simultaneously executed a mortgage and an assignment of leases to the holder of the note, First Fidelity Bank, N.A. ("First Fidelity"). Jason Realty, 59 F.3d at 425-26. The terms of the assignment agreement, as referenced above, assigned the rents, income and profits from the property to First Fidelity, vested it with the title to the rents, and granted Jason Realty a license to collect the rents until the occurrence of an event of default. Id. Pursuant to the assignment, once Jason Realty defaulted, its license to collect the rents was automatically revoked. Id. Jason Realty defaulted on the note, and, First Fidelity, after filing an application for appointment of a receiver, began collecting rents from the tenants of the mortgaged property. Shortly thereafter, Jason Realty filed a voluntary Chapter 11 petition. Id. at 426.

The Third Circuit in Jason Realty examined the language of the assignment and concluded that, notwithstanding its role as part of a financing transaction and as additional security for repayment of the note, the assignment was an absolute assignment that had transferred title to the assignee upon execution. Id. at 428-29. As such, the Debtor no longer retained an interest in the rents and the rents were not property of the estate. Id.; 11 U.S.C. § 541(a). To make that determination, the court first explained the relationship between federal Bankruptcy law and New Jersey property law. Specifically, the Court noted that "assignments of rents are interests in real property and, as such, are created and defined in accordance with the law of the situs of the real property." Id. at 427 (citing Butner v. United States, 440 U.S. 48, 55, 99 S.Ct. 914, 918, 59 L.Ed.2d 136 (1979); Commerce Bank v. Mountain View Village, Inc., 5 F.3d 34, 37 (3d Cir. 1993)). "A federal court in bankruptcy is not allowed to upend the property law of the state in which it sits, for to do so would encourage forum shopping and allow a party to receive a windfall merely by reason of the happenstance of bankruptcy.'" Id. (citing Butner, 440 U.S. at 55, 99 S.Ct. at 918). Instead, bankruptcy courts must "afford ... [creditors] the same protection [they] would have under state law if no bankruptcy had ensued." Id. Therefore, because "assignments of rent are interests in real property," the Court looked to New Jersey property law to classify the parties' interests in the rents. Id.

Looking to New Jersey law, Jason Realty explained that "it is settled in New Jersey that an assignment of rents passes title to the assignee." Id. (citing Paramount Bldg. & Loan Ass'n of City of Newark v. Sacks, 107 N.J.Eq. 328, 152 A. 457 (N.J.Ch.1930)). "An absolute assignment transfers title to the assignee upon its execution." Id. (citing New Jersey Nat'l Bank & Trust Co. v. Wolf, 108 N.J.Eq. 412, 155 A. 372 (N.J.Ch.1931)). "An assignment is absolute if its language demonstrates an intent to transfer immediately the assignor's rights and title to the rents." Id. (citing In re Winslow Center Assocs., 50 B.R. 679, 681-82 (Bankr. E.D.Pa.1985)). The Court found that the assignment language was quintessentially absolute because the parties mutually agreed, in words of the present, to transfer full title to the rents. Such an exchange "inescapably and unambiguously expressed an agreement to assign present title." Id. As such, the Jason Realty court concluded that the rents were assigned to First Fidelity and were not property of the bankruptcy estate. Id. at 428. Accordingly, the rents were not available as a funding source for the debtor's reorganization plan. Id.

However, the factual predicate in the instant proceeding is markedly distinct from Jason Realty. First, as the Debtor points out, the sole subject matter of Jason Realty was whether the debtor absolutely assigned its interest in rents, as defined by New Jersey's real property law, due from leases of its two-story retail and office building. The case did not involve the debtor's assignment of receipts from non-leasehold interests, such as receipts realized from the debtor's operation of a hotel, restaurant, or spa. In fact, AFP has failed to show that the Debtor is a party to any leases that generate substantial rents from leases of its real property. This is in direct contrast to the Jason Realty assignment clause assigning the "lessor's interest in and to those certain leases." Jason Realty, 59 F.3d at 427 (emphasis added).

More significantly, the Jason Realty court was assigned with an inapposite task. The Third Circuit was to determine whether the assignment of an undeniable interest in real property conveyed title to the lender or, instead, pledged the rents as security. 59 F.3d at 427. As such, the Jason Realty court's discussion was limited to the treatment of an assignment under New Jersey property law and the ensuing rights of an assignee arising under an absolute assignment of rents. On the contrary, this Court is tasked with determining whether hotel room revenues should be treated as interests in real property. Having determined that the interests in hotel room revenues should be characterized as "accounts" or "payment intangibles," as defined under Article 9, the Court need not address whether the assignment of rents absolutely vested title in AFP.9 In so holding, the Court respectfully submits that the Third Circuit did not intend to include non-leasehold interests within the purview of its decision. In support, the Court finds the following language telling: "It is important in interpreting New Jersey law that the otherwise worthy desire for achieving a reorganization under Chapter 11 should not trump the rights of an assignee of a lease under a pre-petition assignment." Id. at 430. Accordingly, the Court declines to extend Jason Realty to security interests in personal property.10

AFP further relies on In re Kingsport Ventures, L.P. d/b/a Kingsport Comfort Inn, 251 B.R. 841, 846-50 (Bankr. E.D.Tenn.2000), a Tennessee District Court case that relied on Jason Realty, for the proposition that an assignment of rents is an absolute assignment of hotel revenues and not a pledge, thus divesting the debtor of any legal right to these revenues. In Kingsport, the Chapter 11 debtor, a motel, transferred legal title in motel revenues to a mortgage lender pursuant to an assignment of rents. The assignment granted the debtor a license to collect and use the revenues until its default under the terms of its obligations to the lender. The Kingsport debtor defaulted prior to commencing its bankruptcy case. Id. at 846. In analyzing the assignment language, the Court found it was an absolute assignment that divested the debtor's interest upon default. In so holding, the Kingsport court relied, in part, on the Third Circuit's holding in Jason Realty. Id. at 849, n. 8 (finding that "absolute assignments operate similarly in New Jersey"). However, the Court respectfully believes that the Kingsport court, without explanation or justification, expanded the Jason Realty holding beyond its intended reach. It is true that absolute assignments may divest a debtor of any legal right to use rents, but it is also true that there is no Third Circuit case law or supplemental evidence to suggest that this holding extends beyond assignments of interests in real property. In fact, the Kingsport court makes no mention of the UCC whatsoever. As such, the Court respectfully disagrees with the Kingsport court's extension of the Jason Realty holding to interests in personal property, namely, receipts collected from hotel guest rooms. Moreover, this case is not about Tennessee law—as it was in Kingsport. Thus, Kingsport has no precedential weight before this Court.

In sum, the Court finds that Jason Realty, and the cases extending Jason Realty outside of the real property realm, are inapplicable in the instant proceeding because the revenues at issue are interests in personal property, not real property. To rule otherwise would countenance the ability of lenders to take security interests in personal property in a manner to evade the protections afforded to obligors under Article 9. This Court respectfully finds that the Jason Realty court did not intend such a result. To use the oft-quoted idiomatic Jason Realty language, the Lender confused "hotel revenue apples" with "leasehold proceed oranges."

V. CONCLUSION

For the foregoing reasons, this Court finds that the hotel room revenues generated by the Debtor are not "rents" within the meaning of Jason Realty. As such, the revenues do not fall within the Section 9-109(d)(11) exception to Article 9 for "interest[s] in ... real property, including a lease or rents thereunder." Instead, the hotel room revenues are personal property in which AFP maintains a valid security interest. Accordingly, the hotel revenues are available for use as cash collateral in the Debtor's reorganization efforts so long as AFP remains adequately protected. For the reasons expressed in the Court's oral decision, the Court deems AFP's collateral position to be adequately protected.

In sum, the Court denies AFP's Motion to dismiss and has carried AFP's motion to vacate the automatic stay until July 18, 2011 at which date the Court will assess what, if any, progress the Debtor has made toward successful reorganization. The Court grants the Debtor's Motion for a final order approving the use of cash collateral. An order reflecting this Court's ruling has already been entered.