definiens: means any and all necessary consents and releases b y Great American and any other Permitted Senior Len der as required by Section 5.12 . In the event that ( i ) Amy ris fails to provide the Lender Consent(s ) by the C losing Date in accordance with the foregoing, [COMPANY] may, or ( i i ) [COMPANY] fails to provide evidence of the satisfac tion of the [COMPANY] Funding Condition by the Closing Date in acc ordance with the foregoing, [COMPANY] may : ( a ) resched ule the Closing Date at its sole discretion but not beyond forty - five ( 45 ) days from the initial Closing Date set forth above ; ( b ) waive this Section 2.1 in whole or in part ; or ( c ) provide the other Party written notice of its f ailure to comply with this Section 2.1, in which case this Agreement shall be automatically null and void ( without furt her action by the Parties ) with respect to all rights and obligat ions of the Parties hereunder except for Sections 1, 2, 7, 8, 9, 10, 11, 12, 13 and 14, including any [COMPANY] payment obl igations . In the event that the Closing Exhibit 99.02 does not occur on the Closing Date ( including as su ch Closing Date may be rescheduled by the applicabl e Party in accordance with the foregoing ) and the applicabl e Party does not exercise its rights under the fore going ( a ), ( b ) or ( c ) within forty - five ( 45 ) days from the initial Closing Date set forth above, this Agreement shall be automatically null and void ( without further action by the Parties ) with respect to all rights and obl igations of the Parties hereunder except for Sections 1, 2, 7, 8, 9, 10, 11, 12, 13 and 14, including any [COMPANY] payme nt obligations hereunder