Common use of Optional Prepayments with Make-Whole Amount Clause in Contracts

Optional Prepayments with Make-Whole Amount. The Issuer may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes in an amount not less than $10,000,000 in the aggregate in the case of a partial prepayment, at 100% of the principal amount so prepaid, all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. The Issuer will give each holder of Notes written notice of each optional prepayment under this Section 8.2 (except as provided in the following proviso) not less than thirty (30) days and not more than sixty (60) days prior to the date fixed for such prepayment; provided that such notice may state that such prepayment is conditioned upon the occurrence of the “Closing” as defined in and pursuant to that certain Agreement and Plan of Merger dated as of October 29, 2023 among the Issuer, the Parent Guarantor, Healthpeak Properties, Inc., DOC DR Xxxxxx, LLC (formerly known as Alpine Sub, LLC) and DOC DR, LLC (formerly known as Alpine OP Sub, LLC), as it may be amended, modified or supplemented from time to time (the “Merger Agreement”), in which case, notwithstanding anything to the contrary in this Section 8.2, (i) such notice may be given less than thirty (30) days prior to, but shall be given not less than five (5) Business Days prior to, the prepayment date specified therein (which may be a date determined by reference to the satisfaction of certain conditions), (ii) such notice may be revoked by the Issuer (by written notice to each holder of Notes on or prior to the specified prepayment date) if the Mergers (as defined in the Merger Agreement) are not consummated on or prior to such date (in which case, for the avoidance of doubt, the Issuer shall be entitled to deliver a new notice pursuant to clause (i) hereof on or after such date) and (iii) the prepayment date may, by written notice to each holder of Notes on or prior to the specified prepayment date, be delayed until the Closing (as defined in the Merger Agreement) occurs; provided further that the date specified for such prepayment in any notice delivered pursuant to the immediately preceding proviso (including as such date may be extended pursuant to clause (iii)) shall not be later than September 30, 2024. Each such notice shall (subject to clause (i) in the immediately preceding sentence) specify such date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by an Officer’s Certificate as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two (2) Business Days prior to such prepayment, the Issuer shall deliver to each holder of Notes an Officer’s Certificate specifying the calculation of such Make-Whole Amount as of the specified or anticipated prepayment date.”

Optional Prepayments with Make-Whole Amount. The Issuer Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes Notes, in an amount not less than $10,000,000 in 10% of the original aggregate principal amount of the Notes to be prepaid in the case of a partial prepayment, prepayment at 100% of the principal amount so prepaid, all accrued and unpaid interest thereon (including, but not limited to, together with interest accrued thereon at to the Default Rate) and date of such prepayment, plus the Make-Make Whole Amount determined for the prepayment date with respect to such principal amountamount of each Note then outstanding. The Issuer Company will give each holder of Notes written notice of each optional prepayment under this Section 8.2 (except as provided in the following proviso) not less than thirty (30) 30 days and not more than sixty (60) 60 days prior to the date fixed for such prepayment; provided that such notice may state that such prepayment is conditioned upon the occurrence of the “Closing” as defined in and pursuant to that certain Agreement and Plan of Merger dated as of October 29, 2023 by and among the Issuer, the Parent Guarantor, Healthpeak PropertiesNASCAR Holdings, Inc., DOC DR Xxxxxx, LLC (formerly known as Alpine Nova Merger Sub, LLC) Inc., and DOC DR, LLC (formerly known as Alpine OP Sub, LLC)the Company, as it may be amended, modified or supplemented from time to time (the “Merger Agreement”), in which case, notwithstanding anything to the contrary in this Section 8.2, (i) such notice may be given less than thirty (30) 30 days prior to, but shall be given not less than five (5) 5 Business Days prior to, the prepayment date specified therein (which may be a date determined by reference to the satisfaction of certain conditions), (ii) such notice may be revoked by the Issuer Company (by written notice to each holder of Notes on or prior to the specified prepayment date) if the Mergers (as defined in the such Merger Agreement) are is not consummated on or prior to such date (in which case, for the avoidance of doubt, the Issuer Company shall be entitled to deliver a new notice pursuant to clause (i) hereof on or after such date) and (iii) the prepayment date may, by written notice to each holder of Notes on or prior to the specified prepayment date, be delayed until the Closing (as defined in the Merger Agreement) occurs; provided further that the date specified for such prepayment in any notice delivered pursuant to the immediately preceding proviso (including as such date may be extended pursuant to clause (iii)) shall not be later than September 30April 22, 20242020. Each such notice shall (subject to clause (i) in the immediately preceding sentence) specify such the prepayment date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by an Officer’s Certificate a certificate of a Senior Financial Officer as to the estimated Make-Whole respective Make‑Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two (2) Business Days prior to such prepayment, the Issuer Company shall deliver to each holder of Notes an Officer’s Certificate a certificate of a Senior Financial Officer specifying the calculation of each such Make-Make Whole Amount as of the specified or anticipated prepayment date.”

Optional Prepayments with Make-Whole Amount. The Issuer Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, the any Series of Notes (in an amount not less than integral multiples of $10,000,000 in the aggregate in the case of a partial prepayment1,000,000), at 100% of the principal amount so prepaid, all accrued and unpaid interest thereon (including, but not limited to, interest accrued thereon at the Default Rate) and plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount, provided, however, that so long as Amended 1996 Notes or Amended 1999 Notes, as the case may be, of more than one Series shall remain outstanding, the Company shall not prepay any such Amended 1996 Notes or Amended 1999 Notes, as the case may be, at its option pursuant to this Section 11.2 unless the principal amount of such Amended 1996 Notes or Amended 1999 Notes, as the case may be, to be prepaid shall be allocated among all the Series of Amended 1996 Notes or Amended 1999 Notes, as the case may be, at the time outstanding on a pro rata basis (determined by dividing the aggregate principal amount of Amended 1996 Notes or Amended 1999 Notes, as the case may be, of each such Series by the aggregate principal amount of all Amended 1996 Notes or Amended 1999 Notes, as the case may be, outstanding, in each case immediately before giving effect to any such prepayment). The Issuer Company will give each holder Holder of each Series of Notes to be prepaid, as the case may be, written notice of each optional prepayment under this Section 8.2 (except as provided in the following proviso) 11.2 not less than thirty (30) 30 days and not more than sixty (60) 60 days prior to the date fixed for such prepayment; provided that such notice may state that such prepayment is conditioned upon the occurrence of the “Closing” as defined in and pursuant to that certain Agreement and Plan of Merger dated as of October 29, 2023 among the Issuer, the Parent Guarantor, Healthpeak Properties, Inc., DOC DR Xxxxxx, LLC (formerly known as Alpine Sub, LLC) and DOC DR, LLC (formerly known as Alpine OP Sub, LLC), as it may be amended, modified or supplemented from time to time (the “Merger Agreement”), in which case, notwithstanding anything to the contrary in this Section 8.2, (i) such notice may be given less than thirty (30) days prior to, but shall be given not less than five (5) Business Days prior to, the prepayment date specified therein (which may be a date determined by reference to the satisfaction of certain conditions), (ii) such notice may be revoked by the Issuer (by written notice to each holder of Notes on or prior to the specified prepayment date) if the Mergers (as defined in the Merger Agreement) are not consummated on or prior to such date (in which case, for the avoidance of doubt, the Issuer shall be entitled to deliver a new notice pursuant to clause (i) hereof on or after such date) and (iii) the prepayment date may, by written notice to each holder of Notes on or prior to the specified prepayment date, be delayed until the Closing (as defined in the Merger Agreement) occurs; provided further that the date specified for such prepayment in any notice delivered pursuant to the immediately preceding proviso (including as such date may be extended pursuant to clause (iii)) shall not be later than September 30, 2024. Each such notice shall (subject to clause (i) in the immediately preceding sentence) specify such date (which shall be a Business Day)date, the aggregate principal amount of the Notes to be Series of Notes, as the case may be, being prepaid on such date, the principal amount of each Note such Note, as the case may be, held by such holder Holder to be so prepaid (determined in accordance with this Section 8.3and Section 11.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by an Officer’s Certificate a certificate of a Responsible Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two (2) Business Days prior to such prepayment, the Issuer Company shall deliver to each holder Holder of each such Series of Notes an Officer’s Certificate to be prepaid, as the case may be, a certificate of a Responsible Officer specifying the calculation of such Make-Whole Amount as of the specified or anticipated prepayment date.”