Common use of Mechanics of the Distribution Clause in Contracts

Mechanics of the Distribution. (a) On the Distribution Date, Newcastle will direct the Distribution Agent to distribute, effective as of the Effective Time, to each Record Holder, one share of New Residential Common Stock for each share of Newcastle Common Stock held by such Record Holder on the Record Date (the “Distribution Ratio”). All such shares of New Residential 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, Newcastle shall cause the Distribution Agent to deliver an account statement to each holder of New Residential Common Stock reflecting such holder’s ownership thereof. All of the shares of New Residential Common Stock distributed in the Distribution will be validly issued, fully paid and non-assessable. (b) Notwithstanding any other provision of this Agreement, Newcastle, 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. Any amounts so withheld shall be paid over to the appropriate Taxing Authority in the manner prescribed by Law. To the extent that amounts are so deducted and withheld, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Persons in respect of which such deduction and withholding was made.

Mechanics of the Distribution. (a) On the Distribution Date, Newcastle will direct the Distribution Agent to distribute, effective as of the Effective Time, to each Record Holder, one [ ] share of New Residential Senior Common Stock for each share of Newcastle Common Stock held by such Record Holder on the Record Date (the “Distribution Ratio”). All such shares of New Residential Senior 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, Newcastle shall cause the Distribution Agent to deliver an account statement to each holder of New Residential Senior Common Stock reflecting such holder’s ownership thereof. All of the shares of New Residential Senior Common Stock distributed in the Distribution will be validly issued, fully paid and non-assessable. (b) Notwithstanding any other provision of this Agreement, Newcastle, 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. Any amounts so withheld shall be paid over to the appropriate Taxing Authority in the manner prescribed by Law. To the extent that amounts are so deducted and withheld, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Persons in respect of which such deduction and withholding was made.