Common use of Requirement and Characterization of Distributions Clause in Contracts

Requirement and Characterization of Distributions. Subject to the terms of any Membership Unit Designation that provides for a class or series of Company Preferred Units with a preference with respect to the payment of distributions, the Managing Member shall cause the Company to distribute quarterly all, or such portion as the Managing Member may determine, of the Available Cash generated by the Company during such quarter to the Holders of Membership Common Units in accordance with their respective Percentage Interests of Membership Common Units on such Company Record Date. Except as otherwise agreed by the Managing Member, distributions payable with respect to any Membership Units that were not outstanding during the entire quarterly period in respect of which any distribution is made (other than any Membership Units issued to CLNS Credit in connection with the issuance of REIT Shares) shall be prorated based on the portion of the period that such Membership Units were outstanding. Notwithstanding the foregoing, the Managing Member, in its sole and absolute discretion, may cause the Company to distribute Available Cash to the Holders on a more or less frequent basis than quarterly. The Managing Member shall make reasonable efforts to cause the Company to distribute sufficient amounts to enable CLNS Credit, for so long as CLNS Credit has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the REIT Requirements, and (b) eliminate any U.S. federal income or excise tax liability of CLNS Credit. Notwithstanding the foregoing, if any Excluded Property (or the proceeds therefrom) has not been contributed to the Company pursuant to Section 4.11, the distributions provided for above shall be calculated, to the extent possible, based on Adjusted Available Cash as if each Excluded Property had been contributed to the Company in exchange for the applicable Specified Membership Units pursuant to Section 4.11, and any distributions to be made with respect to CLNS Credit’s Membership Units shall in the aggregate be reduced to the extent of any REIT Available Cash derived from such Excluded Property.

Requirement and Characterization of Distributions. Subject to the terms of any Membership Partnership Unit Designation that provides for a class or series of Company Partnership Preferred Units with a preference with respect to the payment of distributions, the Managing Member General Partner shall cause the Company Partnership to distribute quarterly all, or such portion as the Managing Member General Partner may determine, of the Available Cash generated by the Company Partnership during such quarter to the Holders of Membership Partnership Common Units in accordance with their respective Percentage Interests of Membership Partnership Common Units on such Company Partnership Record Date. Except as otherwise agreed by the Managing Member, distributions Distributions payable with respect to any Membership Partnership Units that were not outstanding during the entire quarterly period in respect of which any distribution is made (other than any Membership Partnership Units issued to CLNS Credit the Special Limited Partner in connection with the issuance of REIT SharesShares or Capital Shares by the Special Limited Partner) shall be prorated based on the portion of the period that such Membership Partnership Units were outstanding. Notwithstanding the foregoing, the Managing MemberGeneral Partner, in its sole and absolute discretion, may cause the Company Partnership to distribute Available Cash to the Holders on a more or less frequent basis than quarterly. The Managing Member General Partner shall make reasonable efforts to cause the Company Partnership to distribute sufficient amounts to enable CLNS Creditthe Special Limited Partner, for so long as CLNS Credit the Special Limited Partner has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the REIT Requirements, Requirements and (b) eliminate any U.S. federal income or excise tax liability of CLNS Creditthe Special Limited Partner. Notwithstanding the foregoing, if in the event any Excluded Property (or the proceeds therefrom) has not been contributed to the Company Partnership pursuant to Section 4.114.9, the distributions provided for above shall be calculated, to the extent possible, based on Adjusted Available Cash as if each Excluded Property had been contributed to the Company Partnership in exchange for the applicable Specified Membership Partnership Common Units pursuant to Section 4.114.9; provided, and however, that in the event any Excluded Property (or the proceeds therefrom) has not been contributed to the Partnership pursuant to Section 4.9, any distributions to be made with respect to CLNS Creditthe Special Limited Partner’s Membership Partnership Units shall in the aggregate be reduced to the extent of any REIT Available Cash derived from such Excluded PropertyCash.

Requirement and Characterization of Distributions. Subject to the terms of any Membership Partnership Unit Designation that provides for a class or series of Company Partnership Preferred Units with a preference with respect to the payment of distributions, the Managing Member General Partner shall cause the Company Partnership to distribute quarterly all, or such portion as the Managing Member General Partner may determine, of the Available Cash generated by the Company Partnership during such quarter to the Holders of Membership Partnership Common Units in accordance with their respective Percentage Interests of Membership Partnership Common Units on such Company Partnership Record Date. Except as otherwise agreed by the Managing Member, distributions Distributions payable with respect to any Membership Partnership Units that were not outstanding during the entire quarterly period in respect of which any distribution is made (other than any Membership Partnership Units issued to CLNS Credit the Special Limited Partner in connection with the issuance of REIT SharesShares or Capital Shares by the Special Limited Partner) shall be prorated based on the portion of the period that such Membership Partnership Units were outstanding. Notwithstanding the foregoing, the Managing MemberGeneral Partner, in its sole and absolute discretion, may cause the Company Partnership to distribute Available Cash to the Holders on a more or less frequent basis than quarterly. The Managing Member General Partner shall make reasonable efforts to cause the Company Partnership to distribute sufficient amounts to enable CLNS Creditthe Special Limited Partner, for so long as CLNS Credit the Special Limited Partner has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the REIT Requirements, and (b) eliminate any U.S. federal income or excise tax liability of CLNS Creditthe Special Limited Partner. Notwithstanding the foregoing, if any Excluded Property (or the proceeds therefrom) has not been contributed to the Company Partnership pursuant to Section 4.114.9, the distributions provided for above shall be calculated, to the extent possible, based on Adjusted Available Cash as if each Excluded Property had been contributed to the Company Partnership in exchange for the applicable Specified Membership Partnership Common Units pursuant to Section 4.114.9; provided, and however, that if any Excluded Property (or the proceeds therefrom) has not been contributed to the Partnership pursuant to Section 4.9, any distributions to be made with respect to CLNS Creditthe Special Limited Partner’s Membership Partnership Units shall in the aggregate be reduced to the extent of any REIT Available Cash derived from such Excluded PropertyCash.

Requirement and Characterization of Distributions. Subject to the terms of any Membership Partnership Unit Designation that provides for a class or series of Company Preferred Units with a preference with respect to the payment of distributionsDesignation, the Managing Member General Partner shall cause the Company Partnership to distribute quarterly all, or such portion as the Managing Member General Partner may in its sole and absolute discretion determine, of the Available Cash generated by the Company Partnership during such quarter to the Holders of Membership Common Partnership Units on such Partnership Record Date with respect to such quarter: (i) first, with respect to any Partnership Interests that are entitled to any preference in distribution, in accordance with their the rights of such class(es) of Partnership Interests (and, within such class(es), pro rata in proportion to the respective Percentage Interests on such Partnership Record Date), and (ii) second, with respect to any Partnership Interests that are not entitled to any preference in distribution, in accordance with the rights of Membership such class of Partnership Interests (and, within such class, pro rata in proportion to the respective Percentage Interests on such Partnership Record Date). Notwithstanding the preceding sentence, in the event that items of Partnership income are specially allocated pursuant to Section 6.3E hereof (relating to the absence of an effective registration statement for the sale of shares of common stock of the Parent REIT), distributions with respect to Partnership Common Units on shall first be made in accordance with such Company Record Dateallocations, with any excess distributed pro rata in accordance with the preceding sentence. Except as otherwise agreed by the Managing Member, distributions Distributions payable with respect to any Membership Partnership Units that were not outstanding during the entire quarterly period in respect of which any distribution is made (other than any Membership Units issued to CLNS Credit in connection with the issuance of REIT Shares) shall be prorated based on the portion of the period that such Membership Units units were outstanding. Notwithstanding the foregoing, the Managing Member, The General Partner in its sole and absolute discretion, discretion may cause distribute to the Company to distribute Unitholders Available Cash to the Holders on a more or less frequent basis than quarterlyand provide for an appropriate Partnership Record Date. The Managing Member Notwithstanding anything herein to the contrary, the General Partner shall make such reasonable efforts efforts, as determined by it in its sole and absolute discretion and consistent with the Parent REIT’s qualification as a REIT, to cause the Company Partnership to distribute sufficient amounts to enable CLNS Credit, for so long as CLNS Credit has determined to qualify as a REIT, the Parent REIT to pay stockholder shareholder dividends that will (a) satisfy the REIT Requirements, and (b) eliminate except to the extent otherwise determined by the General Partner, avoid any U.S. federal income or excise tax liability of CLNS Credit. Notwithstanding the foregoing, if any Excluded Property (or the proceeds therefrom) has not been contributed to the Company pursuant to Section 4.11, the distributions provided for above shall be calculated, to the extent possible, based on Adjusted Available Cash as if each Excluded Property had been contributed to the Company in exchange for the applicable Specified Membership Units pursuant to Section 4.11, and any distributions to be made with respect to CLNS Credit’s Membership Units shall in the aggregate be reduced to the extent of any REIT Available Cash derived from such Excluded PropertyParent REIT.

Requirement and Characterization of Distributions. Subject to the terms of any Membership Partnership Unit Designation that provides for a class or series of Company Partnership Preferred Units with a preference with respect to the payment of distributions, the Managing Member shall General Partner may, at any time or from time to time, cause the Company Partnership to distribute quarterly all, or such portion amounts as the Managing Member General Partner may determine, of the Available Cash generated by the Company during such quarter determine to the Holders of Membership Partnership Common Units in accordance with their respective Percentage Interests of Membership Partnership Common Units on such Company Partnership Record Date. Except as otherwise agreed by the Managing Member, distributions Distributions payable with respect to any Membership Partnership Units that were not outstanding during the entire quarterly period in respect of which any distribution is made (other than any Membership Partnership Units issued to CLNS Credit the Special Limited Partner in connection with the issuance of REIT SharesShares or Capital Shares by the Special Limited Partner) shall may, in the discretion of the General Partner, be prorated based on the portion of the period that such Membership Partnership Units were outstanding. Notwithstanding the foregoing, the Managing Member, in its sole and absolute discretion, may cause the Company to distribute Available Cash to the Holders on a more or less frequent basis than quarterly. The Managing Member General Partner shall make reasonable efforts to cause the Company Partnership to distribute sufficient amounts to enable CLNS Creditthe Special Limited Partner, for so long as CLNS Credit the Special Limited Partner has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the REIT Requirements, Requirements and (b) eliminate any U.S. federal income or excise tax liability of CLNS Creditthe Special Limited Partner. Notwithstanding the foregoing, if in the event any Excluded Property (or the proceeds therefrom) has not been contributed to the Company Partnership pursuant to Section 4.114.9, the distributions provided for above shall be calculated, to the extent possible, based on Adjusted Available Cash as if each Excluded Property had been contributed to the Company Partnership in exchange for the applicable Specified Membership Partnership Common Units pursuant to Section 4.114.9; provided, and however, that in the event any Excluded Property (or the proceeds therefrom) has not been contributed to the Partnership pursuant to Section 4.9, any distributions to be made with respect to CLNS Creditthe Special Limited Partner’s Membership Partnership Units shall in the aggregate be reduced to the extent of any REIT Available Cash derived from such Excluded PropertyCash.

Requirement and Characterization of Distributions. Subject to the terms of any Membership Unit Designation that provides for a class or series of Company Preferred Units with a preference with respect to the payment of distributions, the Managing Member shall cause the Company to distribute quarterly all, or such portion as the Managing Member may determine, of the Available Cash generated by the Company during such quarter to the Holders of Membership Common Units in accordance with their respective Percentage Interests of Membership Common Units on such Company Record Date. Except as otherwise agreed by the Managing Member, distributions payable with respect to any Membership Units that were not outstanding during the entire quarterly period in respect of which any distribution is made (other than any Membership Units issued to CLNS Credit BrightSpire Capital in connection with the issuance of REIT Shares) shall be prorated based on the portion of the period that such Membership Units were outstanding. Notwithstanding the foregoing, the Managing Member, in its sole and absolute discretion, may cause the Company to distribute Available Cash to the Holders on a more or less frequent basis than quarterly. The Managing Member shall make reasonable efforts to cause the Company to distribute sufficient amounts to enable CLNS CreditBrightSpire Capital, for so long as CLNS Credit BrightSpire Capital has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the REIT Requirements, and (b) eliminate any U.S. federal income or excise tax liability of CLNS CreditBrightSpire Capital. Notwithstanding the foregoing, if any Excluded Property (or the proceeds therefrom) has not been contributed to the Company pursuant to Section 4.11, the distributions provided for above shall be calculated, to the extent possible, based on Adjusted Available Cash as if each Excluded Property had been contributed to the Company in exchange for the applicable Specified Membership Units pursuant to Section 4.11, and any distributions to be made with respect to CLNS CreditBrightSpire Capital’s Membership Units shall in the aggregate be reduced to the extent of any REIT Available Cash derived from such Excluded Property.

Requirement and Characterization of Distributions. Subject to the terms of any Membership Unit Designation that provides for a class or series of Company Preferred Units with a preference with respect to the payment of distributions, the Managing Member shall cause the Company to distribute quarterly all, or such portion as the Managing Member may determine, of the Available Cash generated by the Company during such quarter to the Holders of Membership Common Units in accordance with their respective Percentage Interests of Membership Common Units on such Company Record Date. Except as otherwise agreed by the Managing Member, distributions Distributions payable with respect to any Membership Units that were not outstanding during the entire quarterly period in respect of which any distribution is made (other than any Membership Units issued to CLNS Credit CLNY in connection with the issuance of REIT SharesShares or Capital Shares by CLNY) shall be prorated based on the portion of the period that such Membership Units were outstanding. Notwithstanding the foregoing, the Managing Member, in its sole and absolute discretion, may cause the Company to distribute Available Cash to the Holders on a more or less frequent basis than quarterly. The Managing Member shall make reasonable efforts to cause the Company to distribute sufficient amounts to enable CLNS CreditCLNY, for so long as CLNS Credit CLNY has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the REIT Requirements, and (b) eliminate any U.S. federal income or excise tax liability of CLNS CreditCLNY. Notwithstanding the foregoing, if any Excluded Property (or the proceeds therefrom) has not been contributed to the Company pursuant to Section 4.11, the distributions provided for above shall be calculated, to the extent possible, based on Adjusted Available Cash as if each Excluded Property had been contributed to the Company in exchange for the applicable Specified Membership Common Units pursuant to Section 4.11; provided, and however, that if any Excluded Property (or the proceeds therefrom) has not been contributed to the Company pursuant to Section 4.11, any distributions to be made with respect to CLNS CreditCLNY’s Membership Units shall in the aggregate be reduced to the extent of any REIT Available Cash derived from such Excluded Property. Notwithstanding the foregoing, all payments received by the Company from the CLNY Management Agreement (other than any such payments made by any “taxable REIT subsidiary” (within the meaning of Section 856(l) of the Code) of CLNY) shall be distributed to CLNY.

Requirement and Characterization of Distributions. Subject to the terms of any Membership Partnership Unit Designation that provides for a class or series of Company Preferred Units with a preference with respect to the payment of distributionsDesignation, the Managing Member General Partner shall cause the Company Partnership to distribute quarterly all, or such portion as the Managing Member General Partner may in its sole and absolute discretion determine, of the Available Cash generated by the Company Partnership during such quarter to the Holders of Membership Common Partnership Units on such Partnership Record Date with respect to such quarter: (i) first, with respect to any Partnership Interests that are entitled to any preference in distribution, in accordance with their the rights of such class(es) of Partnership Interests (and, within such class(es), pro rata in proportion to the respective Percentage Interests on such Partnership Record Date), and (ii) second, with respect to any Partnership Interests that are not entitled to any preference in distribution, in accordance with the rights of Membership such class of Partnership Interests (and, within such class, pro rata in proportion to the respective Percentage Interests on such Partnership Record Date). Notwithstanding the preceding sentence, in the event that items of Partnership income are specially allocated pursuant to Section 6.3E hereof (relating to the absence of an effective registration statement for the sale of shares of common stock of the Parent REIT), distributions with respect to Partnership Common Units on shall first be made in accordance with such Company Record Dateallocations, with any excess distributed pro rata in accordance with the preceding sentence. Except as otherwise agreed by the Managing Member, distributions Distributions payable with respect to any Membership Partnership Units that were not outstanding during the entire quarterly period in respect of which any distribution is made (other than any Membership Units issued to CLNS Credit in connection with the issuance of REIT Shares) shall be prorated based on the portion of the period that such Membership Units units were outstanding. Notwithstanding the foregoing, the Managing Member, The General Partner in its sole and absolute discretion, discretion may cause distribute to the Company to distribute Unitholders Available Cash to the Holders on a more or less frequent basis than quarterlyand provide for an appropriate Partnership Record Date. The Managing Member Notwithstanding anything herein to the contrary, the General Partner shall make such reasonable efforts efforts, as determined by it in its sole and absolute discretion and consistent with the Parent REIT's qualification as a REIT, to cause the Company Partnership to distribute sufficient amounts to enable CLNS Credit, for so long as CLNS Credit has determined to qualify as a REIT, the Parent REIT to pay stockholder shareholder dividends that will (a) satisfy the REIT Requirements, and (b) eliminate except to the extent otherwise determined by the General Partner, avoid any U.S. federal income or excise tax liability of CLNS Credit. Notwithstanding the foregoing, if any Excluded Property (or the proceeds therefrom) has not been contributed to the Company pursuant to Section 4.11, the distributions provided for above shall be calculated, to the extent possible, based on Adjusted Available Cash as if each Excluded Property had been contributed to the Company in exchange for the applicable Specified Membership Units pursuant to Section 4.11, and any distributions to be made with respect to CLNS Credit’s Membership Units shall in the aggregate be reduced to the extent of any REIT Available Cash derived from such Excluded PropertyParent REIT.

Requirement and Characterization of Distributions. Subject to the terms provisions of any Membership Unit Designation that provides for a class or series of Company Preferred Units with a preference with respect to the payment of distributionsArticle XV, the Managing Member shall cause the Company to distribute quarterly all, or such portion as the Managing Member may determine, an amount equal to one hundred percent (100%) of the Available Cash generated by the Company during such quarter to the Holders of Membership Common Units in accordance with their respective Percentage Interests of Membership Common Units Members who are Members on such the Company Record DateDate with respect to such quarter as follows: (i) to the extent that there is sufficient Available Cash after payment of the Preferred Unit Distributions and any Accumulated Preferred Unit Distributions, both as defined in Section 15.2, each Nonmanaging Member shall be entitled to a distribution per Nonmanaging Unit in an amount equal to (a) the dividend per Share paid by the Managing Member for the same calendar quarter (the “Nonmanaging Members’ Preferred Return”) plus (b) any Excess Gain allocated to the Nonmanaging Member, and (ii) to the extent there is excess Available Cash after payment of the Preferred Unit Distributions, Accumulated Preferred Unit Distributions and the application of clause (i), such excess shall be distributed to the Managing Member in respect of its Company Units. Except as otherwise agreed In the event the Company shall distribute any Capital Transaction Proceeds to a Nonmanaging Member in excess of such Nonmanaging Member’s share of the Excess Gain, the number of Nonmanaging Units owned by such Nonmanaging Members shall be reduced to an amount equal to the quotient of (i) (A) the product of the market price of a Share on the date of the distribution times the number of Nonmanaging Units owned by such Nonmanaging Member immediately prior to such distribution, minus (B) the amount of Capital Transaction Proceeds distributed to such Nonmanaging Member in excess of the Nonmanaging Member’s share of the Excess Gain, divided by (ii) the market price of a Share on the date of the distribution. Notwithstanding anything to the contrary contained herein, in no event may a Nonmanaging Member receive a distribution of Available Cash with respect to a Nonmanaging Unit if such Member is entitled to receive a distribution out of such Available Cash with respect to a Share for which such Nonmanaging Unit has been redeemed or exchanged. Further, if the Managing Member, distributions payable pursuant to Section 11.6, or otherwise in its sole discretion with respect to any Membership Units items not covered in Section 11.6, determines that were not outstanding during the entire quarterly period in respect of which any distribution is made it would be equitable to (other than any Membership Units issued to CLNS Credit in connection with the issuance of REIT Sharesi) shall be prorated based on the pay a Nonmanaging Member only a portion of the period that dividend per Share with respect to Nonmanaging Units not outstanding for an entire quarterly period, or (ii) split the dividend per Share amount between or among Members (or former Members) based on changes in ownership of Nonmanaging Units by such Membership Units were outstanding. Notwithstanding the foregoingNonmanaging Members (or former Nonmanaging Members) during a quarterly period, the Managing Member, in its sole and absolute discretion, may cause the Company Member is hereby authorized to distribute Available Cash to the Holders on a more or less frequent basis than quarterly. The Managing Member shall make reasonable efforts to cause the Company to distribute sufficient amounts to enable CLNS Credit, for so long as CLNS Credit has determined to qualify as a REIT, to pay stockholder dividends that will (a) satisfy the REIT Requirements, and (b) eliminate any U.S. federal income or excise tax liability of CLNS Credit. Notwithstanding the foregoing, if any Excluded Property (or the proceeds therefrom) has not been contributed to the Company pursuant to Section 4.11, the distributions provided for above shall be calculated, to the extent possible, based on Adjusted Available Cash as if each Excluded Property had been contributed to the Company in exchange for the applicable Specified Membership Units pursuant to Section 4.11, and any distributions to be made with respect to CLNS Credit’s Membership Units shall in the aggregate be reduced to the extent of any REIT Available Cash derived from take such Excluded Propertyaction.