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200493669
<br />b. The Debtors, the Reorganized Debtors and, to the extent applicable, any subsidiaries of
<br />the Debtors and Reorganized Debtors, are authorized and empowered to execute and
<br />deliver all documents, agreements and instruments and take all actions reasonably
<br />necessary to effectuate the consummation and implementation of Plan, including, without
<br />limitation, the execution, delivery and performance of the Restated Citibank Master
<br />Lease, and each other document, instrument, and agreement to be executed in connection
<br />therewith and the transactions contemplated thereby. All such documents, instruments,
<br />and agreements will, upon execution, be valid, binding and enforceable against the
<br />Debtors, the Reorganized Debtors, and any other person who is a party thereto,
<br />irrespective of whether they voted to accept the Plan or executed the Restated Citibank
<br />Master Lease, and is entered for good and valuable consideration, including the benefits
<br />of the Plan.
<br />c. The Debtors, the Reorganized Debtors and, to the extent applicable, any subsidiaries of
<br />the Debtors and Reorganized Debtors, are authorized to reaffirm and, to the extent
<br />applicable, grant valid, binding, enforceable and perfected security interests in and liens
<br />upon all collateral specified in the Restated Citibank Master Lease to secure all of the
<br />obligations arising under or in connection with the Restated Citibank Master Lease. The
<br />Restated Citibank Master Lease and each document, instrument, and agreement executed
<br />in connection therewith shall constitute legal, valid, binding and authorized obligations of
<br />the respective parties thereto, enforceable in accordance with their terms. The security
<br />interests and liens reaffirmed and, to the extent applicable, granted pursuant to, or in
<br />connection with, the Restated Citibank Master Lease, including, without limitation, the
<br />security interests and liens that may be granted by the lessor under the Restated Citibank
<br />Master Lease, shall constitute, as of the Effective Date, legal, valid and duly perfected
<br />first priority liens and security interests in and to the collateral specified therein.
<br />d. Based upon the record of these Chapter 11 Cases, the security interests and liens to be
<br />reaffirmed and, to the extent applicable, granted by the Debtors and the Reorganized
<br />Debtors in connection with the Restated Citibank Master Lease: (a) are legal, valid and
<br />enforceable; and (b) do not constitute preferential transfers or fraudulent conveyances
<br />under the Bankruptcy Code or any other applicable law.
<br />38. Liens Granted in Connection with Plan Not to Extend to Certain Assets. Notwithstanding
<br />anything in the Plan and this Order, the liens and security interests granted in connection with the Exit
<br />Financing Facility, the New Term Loan B Notes, the New AMERCO Notes, the Restated BMO Master
<br />Lease, and the Restated Citibank Master Lease shall not encumber: (a) any vehicles (including any tow
<br />dolly or auto transport) and trailers that are subject to any operating or capital lease (as determined in
<br />accordance with GAAP) entered into by any loan party pursuant to a "Terminal Rental Adjustment
<br />270895.5
<br />19
<br />IV
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