Common use of Distribution Limitation Clause in Contracts

Distribution Limitation. 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, 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; 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 an Event of Default then exists under Section 9.1(a), (f) or (g) or if the Obligations shall have been accelerated under Section 9.2 as a result of 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.

Distribution Limitation. 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, 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; 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 an Event of Default then exists under Section 9.1(a), (f) or (g) or if the Obligations shall have been accelerated under Section 9.2 as a result of 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.

Distribution Limitation. 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, 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; 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 an Event of Default then exists under Section Sections 9.1(a), (f) or (g) or if the Obligations shall have been accelerated under Section 9.2 as a result of 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.

Distribution Limitation. Each Credit Party and each other Subsidiary shall be be(f) 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, 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; 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 an Event of Default then exists under Section 9.1(a), (f) or (g) or if the Obligations shall have been accelerated under Section 9.2 as a result of 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.