Option Assets and Option Asset Proceeds. (a) Subject to the terms of Section 2.3(b), each Agent and the Tenants hereby agree that at any time during the period beginning upon the giving of written notice by the Landlord of its intent to exercise the Landlord Asset Purchase Option following the occurrence of a Purchase Option Trigger Event and ending on the earlier of the date a Loan Event of Default that resulted in such Purchase Option Trigger Event (if any) is cured or waived or three (3) months following the occurrence of such Purchase Option Trigger Event (the “Purchase Option Period”), the Landlord may purchase (the “Landlord Asset Purchase Option”) all (but not less than all) of each Agent’s and the Tenants’ right, title and interest in the Option Assets (an “Option Assets Purchase”) that are located at a particular Facility or more than one Facility, as determined by the Landlord. The Landlord Asset Purchase Option will be exercised at (A) the Fair Market Value of such Option Assets as determined in accordance with Sections 2.3(a)(ii) (excluding, for the avoidance of doubt, any assets included in the Appraisal that are not Tenant Personal Property) and (iii) minus (B) an amount equal to the then current amount of unpaid rent (up to a cap equal to the Landlord’s Priority Rent Payments) minus (C) the amount of any Liens other than the Liens of the ABL Agents and the Term Loan Agent (the “Option Assets Existing Liens”) encumbering the Option Assets (the “Option Assets Purchase Price”). Upon payment of the Option Assets Purchase Price to the Agents, (i) the Proceeds of such Option Assets Purchase Price shall be applied to the ABL Lender Obligations or the Term Loan Lender Obligations, as applicable, in accordance with the ABL Loan Documents or the Term Loan Documents, as applicable, and the Cap Amount shall be reduced by the amount of the Option Assets Purchase Price (howsoever the Option Assets Purchase Price is applied) and (ii) each Tenant will transfer good title to all of the Purchased Option Assets, free and clear of any Liens (other than the Option Assets Existing Liens), and each Agent and Tenant will, at the request of the Landlord, execute and deliver such other instruments and documents as the Landlord may reasonably request to effect or evidence release of such Agent’s Liens on the Purchased Option Assets.
