Common use of Distribution Limitation Clause in Contracts

Distribution Limitation. Permit, for any given four (4) calendar quarter period of the Consolidated Parties, the amount of Restricted Payments made by the Consolidated Parties to the holders of their Capital Stock (excluding any Restricted Payments to such holders of Capital Stock which are Credit Parties) during such period to exceed the FFO Distribution Allowance for such period; provided, that to the extent no Default or Event of Default then exists or would result from same, each Credit Party and each other Subsidiary shall be permitted to make Restricted Payments to the Borrower and the Borrower shall be permitted to make Restricted Payments to Parent (and the Borrower may make any corresponding Restricted Payments to the holders (other than the Parent) of common and preferred limited partnership units in the Borrower, based on such holders’ individual percentage ownership of Capital Stock in the Borrower or otherwise in accordance with the Borrower’s Organizational Documents), in each case to permit the Parent to make Restricted Payments to the holders of the Capital Stock in the Parent to the extent necessary to maintain Parent’s status as a REIT or to enable the Parent to avoid payment of any Tax for any calendar year that could be avoided by reason of a Restricted Payment by Parent to the holders of its Capital Stock, with such Restricted Payments by the Parent to be made as and when reasonably determined by Parent, whether during or after the end of the relevant calendar year, and in all cases as set forth in a certification to the Administrative Agent from the chief financial officer, principal accounting officer, treasurer or controller of the Parent. Without limiting the forgoing, in no event shall the Consolidated Parties make any Restricted Payments to the holders of their Capital Stock (other than any Restricted Payments to such holders of Capital Stock which are also Credit Parties) if or to the extent that a Default or Event of Default then exists or would result from same.

Distribution Limitation. Permit, for any given four (4) calendar quarter period of the Consolidated Parties, the amount of Restricted Payments made by the Consolidated Parties to the holders of their Capital Stock (excluding any Restricted Payments to such holders of Capital Stock which are Credit Parties) during such period to exceed the FFO Distribution Allowance for such period; provided, that to the extent no Default or Event of Default then exists or would result from same, each Each Credit Party and each other Subsidiary shall be permitted to make Restricted Payments to the Borrower and the Borrower shall be permitted to make Restricted Payments to Parent (and the Borrower may make any corresponding Restricted Payments to the holders (other than the Parent) of common and preferred limited partnership units in the Borrower, based on such holders’ individual percentage ownership of Capital Stock in the Borrower or otherwise in accordance with the Borrower’s Organizational Documents); provided that if an Event of Default shall be in existence, in each case such Restricted Payments shall be limited to the amount necessary to permit the Parent to make Restricted Payments to the holders of the Capital Stock in the Parent to the extent necessary to maintain Parent’s status as a REIT or to enable the Parent to avoid payment of any Tax for any calendar year that could be avoided by reason of a Restricted Payment by Parent to the holders of its Capital Stock, with such Restricted Payments by the Parent to be made as and when reasonably determined by Parent, whether during or after the end of the relevant calendar year, and in all cases as set forth in a certification to the Administrative Agent from the chief financial officer, principal accounting officer, treasurer or controller of the Parent. Without limiting the forgoing; provided, further, that in no event shall the Consolidated Parties make any Restricted Payments to the holders of their Capital Stock (other than any Restricted Payments to such holders of Capital Stock which are also Credit Parties) if or to the extent that a Default or an Event of Default then exists under Section 9.1(a), (f) or would (g) or if the Obligations shall have been accelerated under Section 9.2 as a result from sameof the occurrence of an Event of Default.Unsecured Leverage Ratio. Permit the Unsecured Leverage Ratio to be greater than 0.60 to 1.00 as of the end of any fiscal quarter. Notwithstanding the foregoing, in connection with the consummation of a Significant Acquisition, Healthpeak shall be permitted to increase the maximum Unsecured Leverage Ratio to 0.65 to 1.00 for any fiscal quarter in which a Significant Acquisition occurs and for the three (3) consecutive full fiscal quarters immediately thereafter; provided that, solely in the case of any increase pursuant to this sentence, in no event shall the Unsecured Leverage Ratio exceed 0.65 to 1.00 as of the end of any fiscal quarter or exceed 0.60 to 1.00 for more than four (4) consecutive fiscal quarters in any consecutive five (5) fiscal quarter period. 128

Distribution Limitation. Permit, for any given four (4) calendar quarter period of the Consolidated Parties, the amount of Restricted Payments made by the Consolidated Parties to the holders of their Capital Stock (excluding any Restricted Payments to such holders of Capital Stock which are Credit PartiesObligors) during such period to exceed the FFO Distribution Allowance for such period; provided, that to the extent no Default or Event of Default then exists or would result from same, each Credit Party Obligor and each other Subsidiary shall be permitted to make Restricted Payments to the Borrower Issuer and the Borrower Issuer shall be permitted to make Restricted Payments to Parent Guarantor (and the Borrower Issuer may make any corresponding Restricted Payments to the holders (other than the ParentParent Guarantor) of common and preferred limited partnership units in the BorrowerIssuer, based on such holders’ individual percentage ownership of Capital Stock in the Borrower Issuer or otherwise in accordance with the BorrowerIssuer’s Organizational Documents), in each case to permit the Parent Guarantor to make Restricted Payments to the holders of the Capital Stock in the Parent Guarantor to the extent necessary to maintain ParentParent Guarantor’s status as a REIT or to enable the Parent Guarantor to avoid payment of any Tax for any calendar year that could be avoided by reason of a Restricted Payment by Parent Guarantor to the holders of its Capital Stock, with such Restricted Payments by the Parent Guarantor to be made as and when reasonably determined by ParentParent Guarantor, whether during or after the end of the relevant calendar year, and in all cases as set forth in a certification to the Administrative Agent holders of the Notes from the chief financial officer, principal accounting officer, treasurer or controller of the ParentParent Guarantor. Without limiting the forgoing, in no event shall the Consolidated Parties make any Restricted Payments to the holders of their Capital Stock (other than any Restricted Payments to such holders of Capital Stock which are also Credit Parties) if or to the extent that a Default or Event of Default then exists or would result from same.the

Distribution Limitation. Permit, for any given four (4) calendar quarter period of the Consolidated Parties, the amount of Restricted Payments made by the Consolidated Parties to the holders of their Capital Stock (excluding any Restricted Payments to such holders of Capital Stock which are Credit Parties) during such period to exceed the FFO Distribution Allowance for such period; provided, that to the extent no Default or Event of Default then exists or would result from same, each Credit Party and each other Subsidiary shall be permitted to make Restricted Payments to the Borrower and the Borrower shall be permitted to make Restricted Payments to Parent (and the Borrower may make any corresponding Restricted Payments to the holders (other than the Parent) of common and preferred limited partnership units in the Borrower, based on such holders’ individual percentage ownership of Capital Stock in the Borrower or otherwise in accordance with the Borrower’s Organizational Documents), in each case to permit the Parent to make Restricted Payments to the holders of the Capital Stock in the Parent to the extent necessary to maintain Parent’s status as a REIT or to enable the Parent to avoid payment of any Tax for any calendar year that could be avoided by reason of a Restricted Payment by Parent to the holders of its Capital Stock, with such Restricted Payments by the Parent to be made as and when reasonably determined by Parent, whether during or after the end of the relevant calendar year, and in all cases as set forth in a certification to the Administrative Agent from the chief financial officer, principal accounting officer, treasurer or controller of the Parent. Without limiting the forgoing, in no event shall the Consolidated Parties make any Restricted Payments to the holders of their Capital Stock (other than any Restricted Payments to such holders of Capital Stock which are also Credit Parties) if or to the extent that a Default or Event of Default then exists or would result from same.. Section 8.9

Distribution Limitation. Permit, for any given four (4) calendar quarter period of the Consolidated Parties, the amount of Restricted Payments made by the Consolidated Parties to the holders of their Capital Stock (excluding any Restricted Payments to such holders of Capital Stock which are Credit PartiesObligors) during such period to exceed the FFO Distribution Allowance for such period; provided, that to the extent no Default or Event of Default then exists or would result from same, each Credit Party Obligor and each other Subsidiary shall be permitted to make Restricted Payments to the Borrower Issuer and the Borrower Issuer shall be permitted to make Restricted Payments to Parent Guarantor (and the Borrower Issuer may make any corresponding Restricted Payments to the holders (other than the ParentParent Guarantor) of common and preferred limited partnership units in the BorrowerIssuer, based on such holders’ individual percentage ownership of Capital Stock in the Borrower Issuer or otherwise in accordance with the BorrowerIssuer’s Organizational Documents), in each case to permit the Parent Guarantor to make Restricted Payments to the holders of the Capital Stock in the Parent Guarantor to the extent necessary to maintain ParentParent Guarantor’s status as a REIT or to enable the Parent Guarantor to avoid payment of any Tax for any calendar year that could be avoided by reason of a Restricted Payment by Parent Guarantor to the holders of its Capital Stock, with such Restricted Payments by the Parent Guarantor to be made as and when reasonably determined by ParentParent Guarantor, whether during or after the end of the relevant calendar year, and in all cases as set forth in a certification to the Administrative Agent holders of the Notes from the chief financial officer, principal accounting officer, treasurer or controller of the ParentParent Guarantor. Without limiting the forgoing, in no event shall the Consolidated Parties make any Restricted Payments to the holders of their Capital Stock (other than any Restricted Payments to such holders of Capital Stock which are also Credit PartiesObligors) if or to the extent that a Default or Event of Default then exists or would result from same.. (j) Minimum Property Requirement. Permit there to be fewer than fifteen (15) Unencumbered Pool Properties having an Aggregate Unencumbered Pool Property Value Amount greater than or equal to $275,000,000.00 in the Borrowing Base, tested as of the end of any Fiscal Quarter of the Issuer. Section 10.9