all Bankruptcy Court approved fees and expenses incurred during the Term by the following retained professionals to the extent directly related to drafting, negotiating and prosecuting the Plan Option: (1) Mirick, O’Connell, DeMallie & Lougee, LLP, (2) The O’Connor Group, Inc., (3) BDO USA, LLP, (4) DLA Piper LLP (US), (5) Nixon Peabody, LLC, (6) Deloitte CRG; (7) counsel fees incurred by Owner’s board of directors to the extent related to this Agreement and the Plan Option (in an amount not to exceed $15,000 without the consent of Operator, such consent not to be unreasonably denied), and (8) any other professionals retained by the Debtors’ bankruptcy estate and approved by the Bankruptcy Court; provided that the inclusion of such additional specific professional as one to be paid by Operator shall be approved by Operator acting reasonably. For the avoidance of doubt, except as set forth on Schedule 2, Operator shall not be responsible for the payment of (i) any administrative expenses arising prior to the Term and (ii) any administrative expenses arising during the Term that are unrelated to the Plan Option (collectively, the “Estate Administrative Expenses”), as described in Section 4(b). In addition, it is acknowledged that Operator’s professionals and Mirick, O’Connell, DeMallie & Lougee, LLP shall take the lead and provide substantially all of the services directly related to the drafting, negotiating and prosecuting the Plan; such professionals shall confer with one another in good faith regarding the allocation of tasks in cost-effective and efficient manner, and to the extent that any other professional anticipate incurring fees and expenses directly related to the drafting, negotiating and prosecution of the Plan in an amount in excess of $20,000 they shall provide reasonable advance notice to Operator.
(b) Owner Expense Obligations During Term.
Owner shall be responsible for payment of the costs or expenses of administering the bankruptcy estates which accrue during the Term to the extent that those costs or expenses do not directly relate to drafting, negotiating and prosecuting the Plan Option (i.e., the Estate Administrative Expenses). For the avoidance of doubt, the Estate Administrative Expenses are those costs and expenses related to the process of reviewing, objecting, allowing, settling, and making distributions on claims, administering or collecting on assets of the estate other than the Purchased Assets, and/or pursuing Avoidance Actions, inclusive of any professional fees and expenses related thereto. It is the intent of this Section 4(b) to make clear that the Estate Administrative Expenses will be paid, covered, and distributed by Owner out of the Cash Payment, the reserved amounts under the Cosi APA, and the liquidation of assets of the estates other than the Purchased Assets (collectively “Estate Allocated Funds”), and Operator shall have no such responsibility to pay or fund Estate Administrative Expenses. Notwithstanding the foregoing, the Debtors may use the portion of the Estate Allocated Funds not attributable to Cure Costs to pay administrative expenses incurred prior to the conclusion of the Term as set forth on Schedule 2. For the avoidance of doubt, no Operator liens shall attach to the Estate Allocated Funds.
(c) Pre-Term Estate Obligations.
Except as set forth in this Agreement or in the Cosi APA, Operator shall have no obligation to pay the unsecured claims, secured claims, administrative expenses and priority claims to the extent those claims were incurred by the estates prior to the Term and all such claims shall be paid, covered, and distributed out of the Estate Allocated Funds, and Operator shall have no such responsibility to pay or fund any such claims.