A debtor's decision regarding the assumption or rejection of executory contracts and unexpired leases is entitled to deference under the business judgment rule. When a debtor sells substantially all of its assets, the analysis does not change even though the debtor and its estate no longer stand to benefit or bear obligations under a continuing lease. In Matter of J.C. Penney Direct Marketing Services, L.L.C., the U.S. Court of Appeals for the Fifth Circuit confirmed that regardless of how the business judgment rule applicable to a debtor's assumption or rejection of a contract is articulated across courts, the debtor's decision is entitled to deference. Even where an objection concerns a lease to which the debtor has designated the right to assume or reject to the purchaser of its assets, the focus is on whether the debtor acted reasonably in honoring the designee's determination regarding a contract or lease. The business judgment standard applies to the debtor and the analysis is not displaced by third-party misconduct or other factors affecting the process by which the purchaser made its decision.