2016-04-25_GENERAL DOCUMENTS - C200987

• Permit No: C2009087
• IBM Index Class Name: General Documents
• Doc Date: 4/25/2016
• Doc Name: Interim Order Authorizing Debtors to Obtain Post-Petition Financing Pursuant to 11
• From: United State Bankruptcy
• To: DRMS
• Permit Index Doc Type: General Correspondence
• Email Name: MPB
• Email Name: JRS
• Email Name: JLE
• Media Type: D
• Archive: No

Case 16-42529 Doc 108 Filed 04/14/16 Entered 04/14/16 17:28:56 Main Document
Pg 46 of 70
Obligations are payable from and have recourse to all of the Debtor Loan Parties' pre- and
post-petition property including, among other things, all of the Debtor Loan Parties' Real
Property Leases (as defined in the DIP Credit Agreement), the DIP Lenders shall have the
following protections with respect to the Debtor Loan Parties' Real Property Leases, regardless
of whether any particular Real Property Lease or group of Real Property Leases constitutes
Collateral, which protections shall be enforced by the DIP Agent as authorized, approved, and
granted pursuant to the provisions of this Interim Order and in accordance with the terms of the
DIP Credit Agreement:
(a) Remedies Upon an Event of Default. If an Event of Default shall have
occurred and be continuing, the DIP Agent shall, with respect to any Real Property Lease or
group of Real Property Leases to which any of the Debtors are party, be permitted, and is hereby
authorized, approved, and granted:
(i) to exercise the Debtor Loan Parties' rights pursuant to section
365(f) of the Bankruptcy Code with respect to any such Real Property Lease(s) and, subject to
this Court's approval after notice and hearing, assign any such Real Property Lease(s) in
accordance with section 365 of the Bankruptcy Code notwithstanding any language to the
contrary in any of the applicable lease documents or executory contracts;
(ii) (a) find an acceptable (in the DIP Agent's good faith and
reasonable discretion) replacement lessee, which may include the DIP Agent or any of its
affiliates, to whom such Real Property Lease(s) may be assigned, (b) hold, and manage all
aspects of, an auction or other bidding process to find such acceptable replacement lessee, (c) in
connection with any such auction, agree, on behalf of the Debtor Loan Parties, to a break-up fee
or to reimburse reasonable fees and expenses (subject to Court approval of such fees and
.f