a final order shall be entered in respect of the DIP Facility in form and substance satisfactory to Owner and Operator, which final order shall include provisions that the obligations under the DIP Facility shall not be secured by the Cash Payment, the DIP Funds, the Indemnification Deposit, the Indemnification Deposit or the Estate Allocated Funds (as defined in Section 4(b) herein).
(c) Upon written notice by Operator (the “Operator APA Closing Election”), Owner shall use commercially reasonable efforts to cause the Closing under the Cosi APA to occur as soon as possible, including obtaining the entry of the Sale Order and executing and delivering the closing deliveries (unless and except to the extent any such deliveries are waived by Operator) contemplated by Section 2.09 of the Cosi APA.
(d) Upon the occurrence of a Material Default by Operator (as defined herein in Section 8(a)), which default is not remedied by Operator within the Default Cure Period (as defined herein in Section 8(a)), Owner shall have the right to provide written notice to Operator directing Operator to close the sale under the Cosi APA (the “Owner APA Closing Election”). Upon receipt of the Owner APA Closing Election, Operator shall use commercially reasonable efforts to cause the Closing under the Cosi APA to occur as soon as possible, including cooperating with Owner in obtaining the entry of the Sale Order. In connection with any such Closing, Operator acknowledges and agrees that, with the exception of (i) entry of the Sale Order and such Sale Order being in full force and effect, (ii) the absence of any court order preventing a Closing, (iii) the delivery of the closing deliverables required by Sections 7.02(g) and 7.02(h) (provided, however, that entry of the Sale Order shall be sufficient to satisfy the requirements of Section 2.09(h) as to counter-parties to Contracts), Section 7.02(j), Section 7.02(k), and Section 7.02(l) of the Cosi APA, (iv) the execution of any documents by Seller, prepared by Purchaser and presented to Seller within twenty-five (25) days after the Closing or the Plan Effective Date, reasonably required to evidence and effectuate the assignment and transfer of all Purchased Assets contemplated by the Cosi APA, and (v) the execution of any documents by Seller, prepared by Purchaser and presented to Seller within twenty-five (25) days after the Closing or the Plan Effective Date, reasonably required to evidence and effectuate the transfer or replacement of all applicable Permits and Licenses pursuant to Section 7.02(i), all of Owner’s conditions to Closing under the Cosi APA are deemed satisfied or waived by Operator.
Subject to Bankruptcy Court approval, the term of this Agreement shall commence at 12:00 a.m. New York City, New York time on December 20, 2016 and end on the earliest of:
the Plan Effective Date;