Laserfiche WebLink
Case 16-42529 Doc 149 Filed 04/15/16 Entered 04/15/16 16:16:59 Main Document <br />Pg 49 of 71 <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 />debt as and in accordance with the terms set forth herein. Notwithstanding anything to the <br />contrary herein, the foregoing right of the DIP Agent set forth in this paragraph 17(b) shall not <br />apply to Real Property Leases that are sold or assigned as contemplated in the Agreed Business <br />Plan (as defined in the DIP Credit Agreement). <br />(c) Special Rights with Respect to Proposed Rejections of Real Property <br />Leases. Unless all DIP Obligations shall have indefeasibly been satisfied in full in cash (and, <br />with respect to outstanding letters of credit issued or deemed issued pursuant to the DIP Credit <br />Agreements, cash collateralized in accordance with the provisions of the DIP Credit <br />Agreements), the Debtor Loan Parties shall not seek, and it shall constitute an Event of Default <br />Le <br />