Common use of Mechanics of the Distribution Clause in Contracts

Mechanics of the Distribution. (a) On the Distribution Date, FTAI will direct the Distribution Agent to distribute, effective as of the Effective Time, to each Record Holder, one share of FTAI Infrastructure Common Stock for each FTAI Common Share held by such Record Holder on the Record Date. All such shares of FTAI Infrastructure Common Stock to be so distributed shall be distributed as uncertificated shares registered in book-entry form through the direct registration system. No certificates therefor shall be distributed. Following the Distribution, FTAI shall cause the Distribution Agent to deliver an account statement to each holder of FTAI Infrastructure Common Stock reflecting such holder’s ownership thereof. All of the shares of FTAI Infrastructure Common Stock distributed in the Distribution will be validly issued, fully paid and non-assessable. (b) Notwithstanding any other provision of this Agreement, FTAI, the Distribution Agent, or any Person that is a withholding agent under applicable Law shall be entitled to deduct and withhold from any consideration distributable or payable hereunder the amounts required to be deducted and withheld under the Code, or any provision of any U.S. federal, state, local or foreign Tax Law, and, to the extent deduction and withholding is required, such deduction and withholding may be taken in FTAI Infrastructure Common Stock. To the extent that amounts are so withheld and paid over to the appropriate taxing authority (or, if taken in FTAI Infrastructure Common Stock, cash in the amount of the fair market value of such shares is paid over to the appropriate taxing authority), such amounts will be treated for purposes of this Agreement as having been paid to the party in respect of whom such deduction and withholding was made are withheld.

Mechanics of the Distribution. (a) On the Distribution Date, FTAI Ashford Trust will direct the Distribution Agent to distribute, effective as of the Effective Time, to each Record Holder, one share of FTAI Infrastructure Ashford Prime Common Stock for each FTAI every five shares of Ashford Trust Common Share Stock held by such Record Holder on the Record DateDate (the “Distribution Ratio”). All such shares of FTAI Infrastructure Ashford Prime Common Stock to be so distributed shall be distributed as uncertificated shares registered in book-entry form through the direct registration system. No certificates therefor shall be distributed. Following the Distribution, FTAI Ashford Trust shall cause the Distribution Agent to deliver an account statement to each holder of FTAI Infrastructure Ashford Prime Common Stock reflecting such holder’s ownership thereof. All of the shares of FTAI Infrastructure Ashford Prime Common Stock distributed in the Distribution will be validly issued, fully paid and non-assessable. (b) Notwithstanding any other provision of this Agreement, FTAIAshford Trust, the Distribution Agent, or any Person that is a withholding agent under applicable Law shall be entitled to deduct and withhold from any consideration distributable or payable hereunder the amounts required to be deducted and withheld under the Code, or any provision of any U.S. federal, state, local or foreign Tax Law, and, . Any amounts so withheld shall be paid over to the extent deduction and withholding is required, such deduction and withholding may be taken appropriate Taxing Authority in FTAI Infrastructure Common Stockthe manner prescribed by Law. To the extent that amounts are so withheld deducted and paid over to the appropriate taxing authority (or, if taken in FTAI Infrastructure Common Stock, cash in the amount of the fair market value of such shares is paid over to the appropriate taxing authority)withheld, such deducted and withheld amounts will shall be treated for all purposes of this Agreement as having been paid to the party Persons in respect of whom which such deduction and withholding was made are withheldmade.

Mechanics of the Distribution. (a) On the Distribution Date, FTAI NHF will direct the Distribution Agent to distribute, effective as of the Effective Time, to each Record Holder, one share of FTAI Infrastructure NXRT Common Stock for each FTAI every shares of NHF Common Share Shares held by such Record Holder on the Record Date. All such shares of FTAI Infrastructure NXRT Common Stock to be so distributed shall be distributed as uncertificated shares registered in book-entry form through the direct registration system. No certificates therefor shall be distributed. Following the Distribution, FTAI NHF shall cause the Distribution Agent to deliver an account statement to each holder of FTAI Infrastructure NXRT Common Stock reflecting such holder’s ownership thereof. All of the shares of FTAI Infrastructure NXRT Common Stock distributed in the Distribution will be validly issued, fully paid and non-assessable. (b) Notwithstanding any other provision of this Agreement, FTAINHF, the Distribution Agent, or any Person that is a withholding agent under applicable Law shall be entitled to deduct and withhold from any consideration distributable or payable hereunder the amounts required to be deducted and withheld under the Code, or any provision of any U.S. federal, state, local or foreign Tax Law, and, . Any amounts so withheld shall be paid over to the extent deduction and withholding is required, such deduction and withholding may be taken appropriate Taxing Authority in FTAI Infrastructure Common Stockthe manner prescribed by Law. To the extent that amounts are so withheld deducted and paid over to the appropriate taxing authority (or, if taken in FTAI Infrastructure Common Stock, cash in the amount of the fair market value of such shares is paid over to the appropriate taxing authority)withheld, such deducted and withheld amounts will shall be treated for all purposes of this Agreement as having been paid to the party Persons in respect of whom which such deduction and withholding was made are withheldmade.

Mechanics of the Distribution. (a) On the Distribution Date, FTAI NHF will direct the Distribution Agent to distribute, effective as of the Effective Time, to each Record Holder, one share of FTAI Infrastructure NXRT Common Stock for each FTAI every three NHF Common Share Shares held by such Record Holder on the Record Date. All such shares of FTAI Infrastructure NXRT Common Stock to be so distributed shall be distributed as uncertificated shares registered in book-entry form through the direct registration system. No certificates therefor shall be distributed. Following the Distribution, FTAI NHF shall cause the Distribution Agent to deliver an account statement to each holder of FTAI Infrastructure NXRT Common Stock reflecting such holder’s ownership thereof. All of the shares of FTAI Infrastructure NXRT Common Stock distributed in the Distribution will be validly issued, fully paid and non-assessable. (b) Notwithstanding any other provision of this Agreement, FTAINHF, the Distribution Agent, or any Person that is a withholding agent under applicable Law shall be entitled to deduct and withhold from any consideration distributable or payable hereunder the amounts required to be deducted and withheld under the Code, or any provision of any U.S. federal, state, local or foreign Tax Law, and, . Any amounts so withheld shall be paid over to the extent deduction and withholding is required, such deduction and withholding may be taken appropriate Taxing Authority in FTAI Infrastructure Common Stockthe manner prescribed by Law. To the extent that amounts are so withheld deducted and paid over to the appropriate taxing authority (or, if taken in FTAI Infrastructure Common Stock, cash in the amount of the fair market value of such shares is paid over to the appropriate taxing authority)withheld, such deducted and withheld amounts will shall be treated for all purposes of this Agreement as having been paid to the party Persons in respect of whom which such deduction and withholding was made are withheldmade.