Common use of Landlord Debt Purchase Option Clause in Contracts

Landlord Debt Purchase Option. (a) At the Landlord’s option, but without obligation on the part of the Landlord, within fifteen (15) Business Days (by 3:00 P.M. Central time on such 15th day) after the earlier of (x) the Landlord’s receipt of all information under clause (b) below following any Agent’s or the Tenants’ notifying the Landlord in writing that a Triggering Event has occurred under and pursuant to the ABL Loan Documents or the Term Loan Documents, as the case may be, or (y) the Landlord electing in its sole discretion to exercise such option following the occurrence of a Triggering Event, the Landlord shall be permitted to deliver an irrevocable written notice to the relevant Agent (an “Election Notice”) regarding the Landlord’s desire to acquire (through an assignment of loans) from the applicable lenders (acting through the applicable Agent) all (but not less than all) of the right, title, and interest of each such lender in and to the Tenant Lender Obligations and such Agent’s rights in and title to the Tenant Loan Collateral, by paying to the relevant Agent (for the benefit of the relevant lenders) in cash a purchase price (the “Purchase Price”) equal to the lesser of the principal amount of the Lender Obligations at such time and the Cap Amount (plus any accrued, unpaid interest and premiums (if any), letter of credit reimbursement obligations, fees and expenses and provision for cash collateralization of any outstanding undrawn letters of credit in an amount equal to 103% of their face amount, but excluding, for the avoidance of doubt, any indemnity obligations, other indemnities and any contingent obligations, in each case, in respect of which no claim has been made, and any Secured Swap Contracts, hedging obligations, Bank Product Debt, cash management and other similar obligations) (the “Landlord Debt Purchase Option”), whereupon the relevant lenders and Agent shall, without representation, recourse, or warranty whatsoever (except that the relevant lenders shall make such representations and warranties set forth for assignments by a lender to a non-affiliated person pursuant to the applicable terms and conditions of the ABL Loan Documents or the Term Loan Documents, in each case as in effect on the Closing Date, as applicable), (i) assign Tenant Lender Obligations in an aggregate principal amount equal to the Purchase Price and the corresponding security interests in the Tenant Loan Collateral to the Ventas Assignee in accordance with the Landlord Assignment Provisions and (ii) to the extent applicable, release any right, title and interest with respect to the relevant Tenant Lender Obligations of each Tenant (including, if applicable, the release of such lender’s or Agent’s right in, title to and liens on the Tenant Loan Collateral) in respect of any loans held by such lender or Agent which are not assigned to the Ventas Assignee in accordance with clause (i); provided that the relevant lenders and the Agents hereby releases and discharges each Tenant, and its successors and assigns (collectively, the “Released Parties”) from any and all claims, causes of action, damages and liabilities of any nature whatsoever against the Released Parties which relates, directly or indirectly, to the Lender Obligations, the Term Loan Documents, the ABL Documents or the transactions relating thereto (other than any claims, causes of action, damages or liabilities related to indemnity obligations, to the extent directly attributable to any Tenant, in each case, in respect of the Lender Obligations, the Term Loan Documents, the ABL Documents or the transactions relating thereto (excluding for the avoidance of doubt, reimbursement of expenses in connection with amending, negotiating preparing or administering any Term Loan Documents or ABL Documents) from actions arising prior to the exercise of the Landlord Debt Purchase Option (and unrelated thereto)) (the consummation of the transactions described in this sentence, “Ventas Assignment and Lender Release”). The allocation of loans to be assigned to the Ventas Assignee among the Creditor Obligations subject to the Landlord Debt Purchase Option shall be determined by the applicable Agents so long as the aggregate principal amount of loans assigned to the Ventas Assignee is no less than the Purchase Price. Upon the consummation of the Ventas Assignment and Lender Release , only the Ventas Assigned Loans shall be secured by the Tenant Loan Collateral and receive the benefit of guarantees from the Tenants, and the Ventas Assigned Loans shall also receive the benefit of fully subordinated, silent second, passive unsecured guarantees from each of the guarantors of the Lender Obligations that are not Tenants on subordination terms to be mutually agreed among the Ventas Assignee, the Tenants, such guarantor entities and the relevant lenders and Agents (provided, for the avoidance of doubt, that the Ventas Assignee shall have no rights or control with respect to the guarantors and their activities). For the avoidance of doubt, nothing herein affects the rights of Landlord (or any of its affiliates) under the Lease Documents or as a holder of any other indebtedness (other than Creditor obligations subject to the Landlord Debt Purchase Option and the Ventas Assigned Loans). The payment of the Purchase Price and the consummation of the Ventas Assignment and Release shall occur fifteen (15) Business Days after the Landlord provides such Election Notice. The Landlord shall have the right, prior to the closing of such transaction, upon at least twenty-four (24) hours’ prior written notice to the relevant Agent, to request a certified copy of the loan register in respect of the Lender Obligations and, from the Tenants, a certified statement as to the Cap Amount (including reasonably detailed documentation supporting such calculation) that is reasonably acceptable to the Landlord as well as a certified statement as to the amounts outstanding under the relevant Tenant Lender Obligations. The Tenants and the Guarantors shall give or cause to be given any consents, releases or other authorizations reasonably required by the Landlord for such Ventas Assignment and Lender Release at the Tenants’ sole cost.