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. (a) Subject to the terms of any Membership Company 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 distributions shall cause the Company to distribute quarterly all, or be made at such portion times and in such amounts as the Managing Member may determine, of the Available Cash generated by the Company during such quarter determine to the Holders of Membership Company Common Units in accordance with their respective Percentage Interests of Membership Company Common Units on such Company Record Date. Except as otherwise agreed by Genesis shall not distribute any amounts to the Managing Member, holders of Common Shares or Capital Shares in excess of Genesis’ indirect share of distributions payable with respect to any Membership Units that were not outstanding during from the entire quarterly period in respect of which any distribution is made (other than any Membership Units issued to CLNS Credit in connection with Company without the issuance of REIT Shares) shall be prorated based on the portion approval of the period that majority of the Non-Managing Members who, as of the date of such Membership Units were outstanding. approval, are members of the Board of Directors. (b) Notwithstanding the foregoing, in 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 event any Excluded Property Assets (or the operating or capital proceeds therefrom) has not been contributed to the Company pursuant to Section 4.113.9, the distributions under this Agreement (or reimbursements or indemnification payments under Article VI) provided for above shall be calculated, to the extent possible, based on Adjusted Available Cash calculated as if each Excluded Property Asset had been contributed to the Company in exchange for the applicable Specified Membership Units pursuant to Section 4.113.9; provided, and however, that in the event any Excluded Assets (or the operating or capital proceeds therefrom) have not been contributed or treated as contributed for U.S. federal income tax purposes to the Company pursuant to Section 3.9, any distributions under this Agreement to be made with respect to CLNS Creditthe Managing Member’s Membership Company Units (or reimbursements or indemnification payments under Article VI) shall in the aggregate be reduced to the extent of any REIT Available Cash derived from such operating or capital proceeds attributable to such Excluded PropertyAssets; provided, further, to the extent the Managing Member retains such proceeds in excess of the amount that would have been distributed to the Managing Member had there been no Excluded Assets, such excess proceeds shall reduce future distributions to the Managing Member.

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 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 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. (a) Subject to the terms of any Membership Company 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 distributions shall cause the Company to distribute quarterly all, or be made at such portion times and in such amounts as the Managing Member may determine, of the Available Cash generated by the Company during such quarter determine to the Holders of Membership Company Common Units in accordance with their respective Percentage Interests of Membership Company Common Units on such Company Record Date. Except as otherwise agreed by The Managing Member shall not distribute any amounts to the holders of Common Shares or Capital Shares in excess of the Managing Member, ’s share of distributions payable with respect to any Membership Units that were not outstanding during from the entire quarterly period in respect of which any distribution is made (other than any Membership Units issued to CLNS Credit in connection with Company without the issuance of REIT Shares) shall be prorated based on the portion approval of the period that majority of the Non-Managing Members who, as of the date of such Membership Units were outstanding. approval, are members of the Board of Directors. (b) Notwithstanding the foregoing, in 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 event any Excluded Property Assets (or the operating or capital proceeds therefrom) has not been contributed to the Company pursuant to Section 4.113.9, the distributions under this Agreement (or reimbursements or indemnification payments under Article VI) provided for above shall be calculated, to the extent possible, based on Adjusted Available Cash calculated as if each Excluded Property Asset had been contributed to the Company in exchange for the applicable Specified Membership Units pursuant to Section 4.113.9; provided, and however, that in the event any Excluded Assets (or the operating or capital proceeds therefrom) have not been contributed or treated as contributed for U.S. federal income tax purposes to the Company pursuant to Section 3.9, any distributions under this Agreement to be made with respect to CLNS Creditthe Managing Member’s Membership Company Units (or reimbursements or indemnification payments under Article VI) shall in the aggregate be reduced to the extent of any REIT Available Cash derived from such operating or capital proceeds attributable to such Excluded PropertyAssets; provided, further, to the extent the Managing Member retains such proceeds in excess of the amount that would have been distributed to the Managing Member had there been no Excluded Assets, such excess proceeds shall reduce future distributions to the Managing Member.

Requirement and Characterization of Distributions. A. 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 DateDate in the manner set forth in Section 5.1B below. 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 SharesShares or Capital Shares by CLNS or Membership Units issued to Former NSAM Unitholders) 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 CreditCLNS, 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 CreditCLNS. B. Distributions to Holders with respect to their Membership Common Units and LTIP Units for a period shall be made: (i) to the Outside Members to the extent of the Dividend Equivalent Amount for such period; and (ii) to the REIT Members in an aggregate amount equal to the aggregate dividends payable with respect to REIT Shares for such period. 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 to the REIT Members provided for in clause (ii) 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 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 A. The Managing Member Members shall cause the Company to distribute quarterly all, or such portion as on the Managing Member may determine, of the LLC Distribution Date all Available Cash generated by the Company during such the quarter most recently ended prior to the Holders LLC Distribution Date (the "Payment Quarter") plus the amount of Membership Common Units any Additional Capital Contributions required to be made pursuant to Section 4.6 as follows: (1) First, to the holders of the Non-Managing Member Units, in accordance with their respective Percentage Interests relative Preferred Return Shortfalls at the end of Membership Common the Payment Quarter, until the Preferred Return Shortfall for each holder of Non-Managing Member Units at the end of the Payment Quarter is zero, provided, however, that in the event a Reduction Date occurs during any Payment Quarter, a distribution shall be made under this Section 5.1.A(1) on the LLC Distribution Date associated with such Company Record Date. Except as otherwise agreed Payment Quarter to the holder or holders of the Reduction Units in an amount determined by multiplying the Managing Member, distributions payable with respect to any Membership Units amount that were not outstanding during would have been distributed on the entire quarterly period LLC Distribution Date under Section 5.1.A(1) in respect of the Reduction Units had they been outstanding on the last day of such Payment Quarter by a fraction, the numerator of which any shall be the number of days beginning on the first day of the Payment Quarter relating to the LLC Distribution Date and ending on the Reduction Date and the denominator of which shall be the number of days in the Payment Quarter in which the Reduction Date occurs. (2) Second, all Available Cash remaining after the distribution is made (other than any Membership provided for in Section 5.1.A(1) above shall be distributed to the Managing Members in proportion to the number of Managing Member Units owned by the particular Managing Member at the time of the distribution bears to the total number of Managing Member Units issued to CLNS Credit in connection with and outstanding at the issuance time of REIT Sharessuch distribution. (3) shall be prorated based on the portion of the period that such Membership Units were outstanding. Notwithstanding the foregoingThird, the remaining balance, if any, to the Managing MemberMembers B. The Managing Members shall take such reasonable efforts, as determined by them in its their sole and absolute discretiondiscretion and consistent with PPRP's qualification as a REIT, 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, PPRP to pay stockholder dividends that will (a) satisfy the requirements for qualifying as a REIT under the Code and Regulations ("REIT Requirements"), and (b) eliminate except to the extent the Managing Members elect, in their sole and absolute discretion, not to make such distributions, 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 PropertyPPRP.