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Case 16-42529 Doc 108 Filed 04/14/16 Entered 04/14/16 17:28:56 Main Document <br />Pg 48 of 70 <br />such Real Property Lease(s) pursuant to section 365 of the Bankruptcy Code or to enjoy the <br />protections of section 365(f) of the Bankruptcy Code with respect to any such assignment, <br />provided, that the foregoing clauses (i) through (iii) shall not apply to Real Property Leases that <br />are rejected on the effective date of an Acceptable Reorganization Plan. <br />(b) Right to Credit Bid. Prior to any sale or assignment of any Real Property <br />Lease or group of Real Property Leases, the Debtors shall first provide 30 days' prior written <br />notice to the DIP Agent (unless such notice provision is waived by the DIP Agent). During such <br />notice period, or thereafter until Court approval of a sale or assignment, the DIP Agent, on behalf <br />of the applicable DIP Lenders, shall be permitted to credit bid forgiveness of some or all of the <br />outstanding DIP Obligations (in an amount equal to at least the consideration offered by any <br />other party in respect of such assignment) outstanding under the DIP Term Facility as <br />consideration in exchange for any such Real Property Lease(s); provided, that to the extent the <br />Borrower is entitled to retain a portion of the total consideration paid in respect of such <br />assignment in accordance with the DIP Credit Agreement, the applicable portion of the <br />consideration shall be paid in cash. In addition, in connection with the exercise of any of the DIP <br />Agent's rights pursuant to the DIP Credit Agreements or this Interim Order to direct or compel a <br />sale or assignment of any Real Property Lease(s), the DIP Agent, on behalf of the applicable DIP <br />Lenders, shall be permitted to credit bid forgiveness of some or all of the outstanding DIP <br />Obligations (in an amount equal to at least the consideration offered by any other party in respect <br />of such sale or assignment) as consideration in exchange for such Real Property Lease(s). <br />Pursuant to section 364(e) of the Bankruptcy Code, absent a stay pending appeal, the DIP <br />Lenders' right to credit bid shall not be affected by the reversal or modification on appeal of the <br />Debtors' authorization pursuant to this Interim Order or the Final Order to obtain credit and incur <br />