Common use of Distributions of Net Ordinary Cash Flow Clause in Contracts

Distributions of Net Ordinary Cash Flow. Except as provided in Section 6.05(a) or Section 11.03 and subject to the terms and provisions of Sections 6.08, Net Ordinary Cash Flow shall be distributed to the Members monthly in the following proportions: (i) to Investor and Reckson, part passu, in proportion to their respective Percentage Interests until Investor shall have received a 1.875% quarterly return on Investor's Outstanding Capital Contributions and Unreturned Transfer Tax Amount; and (ii) the balance of such Net Ordinary Cash Flow, if any, to each of Investor and Reckson in accordance with their respective Promote Percentages. If there is any change in Percentage Interests during any calendar month, the Administrative Member shall (i) for purposes of this Section 6.05(b), calculate Percentage Interests on a "weighted average" basis as of the end of each calendar month on a cumulative month-to-date basis and (ii) calculate Net Ordinary Cash Flow as of the end of each calendar month and apply and distribute Net Ordinary Cash Flow on or before the 24th day of the following month. To accomplish the foregoing, Administrative Member shall cause the Property Owner to make distributions in accordance with Section 12 of the Property Owner LLC Agreement on the same monthly basis as set forth in the preceding sentence. If the Annual Report of the LLC shall show that there was any over-distribution of Net Ordinary Cash Flow to a Member, such Member shall (A) repay the over-distribution within 30 days without interest thereon, after receipt of such report, or (B) be subject to an off-set for such over-distribution on the date or dates of the next distributions of Net Ordinary Cash Flow until such over-distribution is recovered by the LLC. If such Annual Report shall show that there was an under-distribution of Net Ordinary Cash Flow to a Member, such under-distribution shall be paid to such Member without interest thereon, within 30 days after receipt of such report or as promptly thereafter as there is sufficient Net Ordinary Cash Flow. For purposes hereof, the "weighted average" Percentage Interest for any Member shall be calculated for any period as the quotient of (I) the sum of the Percentage Interests of such Member on each day during such period divided by (II) the number of days during such period.

Distributions of Net Ordinary Cash Flow. Except as provided in Section 6.05(a) or Section 11.03 and subject to the terms and provisions of Sections 6.0811.03, Net Ordinary Cash Flow shall be distributed to the Members monthly pari passu in the following proportions: (i) to Investor and Recksonthe NYSTRS Members, part passu, pro rata in proportion to their respective Percentage Interests until Investor shall have received a 1.875% quarterly return on Investor's Outstanding Capital Contributions and Unreturned Transfer Tax Amount; Interests, in an amount equal to the NYSTRS Members' Percentage Interest multiplied by the Net Ordinary Cash Flow, and (ii) the balance of such Net Ordinary Cash Flow, if any, remainder to each of Investor and the Reckson Members in accordance with proportion to their respective Promote PercentagesPercentage Interests. If there is any change in Percentage Interests during any calendar monthFiscal Year, the Administrative Managing Member shall (i) for purposes of this Section 6.05(b), calculate Percentage Interests on a "weighted average" basis as of the end of each calendar month on a cumulative monthyear-to-date basis and (ii) calculate Net Ordinary Cash Flow as of the end of each calendar month on a cumulative year-to-date basis and apply and distribute Net Ordinary Cash Flow on or before the 24th day of the following month. To accomplish the foregoing, Administrative Managing Member shall cause the Property Owner Lower Tier Entities to make distributions distribute "Net Ordinary Cash Flow" (as defined in accordance with Section 12 of the Property Owner each Lower Tier LLC Agreement Agreement) on the same monthly basis as set forth in the preceding sentence. If Notwithstanding the foregoing, which is intended to permit interim distributions of Net Ordinary Cash Flow, the Managing Member shall calculate the weighted average Percentage Interests and Net Ordinary Cash Flow on an annual basis, and if the Annual Report of the LLC shall show that there was any over-distribution of Net Ordinary Cash Flow to a Member, such Member shall (A) repay the over-distribution within 30 days without interest thereon, after receipt of such report, or (B) be subject to an off-set for such over-distribution on the date or dates of the next distributions of Net Ordinary Cash Flow until such over-distribution is recovered by the LLC. If such Annual Report shall show that there was an under-distribution of Net Ordinary Cash Flow to a Member, such under-distribution shall be paid to such Member without interest thereon, within 30 days after receipt of such report or as promptly thereafter as there is sufficient Net Ordinary Cash Flow. For purposes hereof, the "weighted average" Percentage Interest for any Member shall be calculated for any period as the quotient of (I) the sum of the Percentage Interests of such Member on each day during such period divided by (II) the number of days during such period.

Distributions of Net Ordinary Cash Flow. Except as provided in Section 6.05(a) or Section 11.03 and subject to the terms and provisions of Sections 6.08, The Administrative Member shall calculate Net Ordinary Cash Flow (which calculation shall be distributed subject to the Members monthly in review and confirmation of the following proportions: (iNorthStar Member) to Investor and Reckson, part passu, in proportion to their respective Percentage Interests until Investor shall have received a 1.875% quarterly return on Investor's Outstanding Capital Contributions and Unreturned Transfer Tax Amount; and (ii) the balance of such Net Ordinary Cash Flow, if any, to each of Investor and Reckson in accordance with their respective Promote Percentages. If there is any change in Percentage Interests during any calendar month, the Administrative Member shall (i) for purposes of this Section 6.05(b), calculate Percentage Interests on a "weighted average" basis as of the end of each calendar month on a cumulative monthcalendar year-to-date basis and (ii) calculate Net Ordinary Cash Flow as of the end of each calendar month and apply and distribute Net Ordinary Cash Flow on 7.02on or before the 24th 15th day of the following month. To accomplish the foregoing, Administrative Member shall cause the Property Owner to make distributions in accordance with Section 12 of the Property Owner LLC Agreement on the same monthly basis as set forth calendar month in the preceding sentence. If the Annual Report following order of the LLC shall show that there was any over-distribution priority: (i) First, an amount of Net Ordinary Cash Flow equal to a all outstanding Priority Contributions, together with all accrued return thereon, shall be paid to the Contributing Members that have made Priority Contributions (payments made in respect of Priority Contributions shall be applied in reverse order in time to which they are made (i.e., distribution made in respect of Priority Contributions shall be applied first to the Priority Contribution made last in time and last to the Priority Contribution made first in time); (ii) Second, for Net Ordinary Cash Flow generated during the period commencing on the date hereof and ending on January 31, 2016, to the NorthStar Member until such time as the NorthStar Member has received aggregate Distributions equal to the NorthStar Member’s accrued and unpaid Preferred Return as of the date of such Distribution; (iii) Third, for Net Ordinary Cash Flow generated during the period commencing on the date hereof and ending on January 31, 2016, to the TFG Member until such time as the TFG Member shall has received aggregate Distributions equal to the TFG Member’s accrued and unpaid Preferred Return as of the date of such Distribution; and (iv) Fourth, the balance, including (A) repay the over-distribution within 30 days without interest thereon, after receipt of such report, or (B) be subject to an off-set for such over-distribution on the date or dates of the next distributions Distributions of Net Ordinary Cash Flow until such over-distribution is recovered by which exceed the LLC. If such Annual Report shall show that there was an under-distribution Preferred Return under clauses (ii) and (iii) above during the time period described therein, if any, and (B) all Distributions of Net Ordinary Cash Flow after such two (2) year period, to a the NorthStar Member and the TFG Member, such under-distribution shall be paid pari passu in proportion to such Member without interest thereon, within 30 days after receipt their respective Percentage Interests as of the date of such report or as promptly thereafter as there is sufficient Net Ordinary Cash Flow. For purposes hereof, the "weighted average" Percentage Interest for any Member shall be calculated for any period as the quotient of (I) the sum of the Percentage Interests of such Member on each day during such period divided by (II) the number of days during such periodDistribution.

Distributions of Net Ordinary Cash Flow. Except as provided in Section 6.05(a) or Section 11.03 and subject to the terms and provisions of Sections 6.08, The Administrative Member shall calculate Net Ordinary Cash Flow (which calculation shall be distributed subject to the Members monthly in review and confirmation of the following proportions: (iNorthStar Member) to Investor and Reckson, part passu, in proportion to their respective Percentage Interests until Investor shall have received a 1.875% quarterly return on Investor's Outstanding Capital Contributions and Unreturned Transfer Tax Amount; and (ii) the balance of such Net Ordinary Cash Flow, if any, to each of Investor and Reckson in accordance with their respective Promote Percentages. If there is any change in Percentage Interests during any calendar month, the Administrative Member shall (i) for purposes of this Section 6.05(b), calculate Percentage Interests on a "weighted average" basis as of the end of each calendar month on a cumulative monthcalendar year-to-date basis and (ii) calculate Net Ordinary Cash Flow as of the end of each calendar month and apply and distribute Net Ordinary Cash Flow on or before the 24th 15th day of the following month. To accomplish the foregoing, Administrative Member shall cause the Property Owner to make distributions in accordance with Section 12 of the Property Owner LLC Agreement on the same monthly basis as set forth calendar month in the preceding sentence. If the Annual Report following order of the LLC shall show that there was any over-distribution priority: (i) First, an amount of Net Ordinary Cash Flow equal to a all outstanding Priority Contributions, together with all accrued return thereon, shall be paid to the Contributing Members that have made Priority Contributions (payments made in respect of Priority Contributions shall be applied in reverse order in time to which they are made (i.e., distribution made in respect of Priority Contributions shall be applied first to the Priority Contribution made last in time (and related return) and last to the Priority Contribution made first in time (and related return)); (ii) Second, for Net Ordinary Cash Flow generated during the period commencing on the date hereof and ending on the last day of the month in which occurs the second (2nd) anniversary of the Closing Date, to the NorthStar Member until such time as the NorthStar Member has received aggregate Distributions equal to the NorthStar Member’s accrued and unpaid Preferred Return as of the date of such Distribution; (iii) Third, for Net Ordinary Cash Flow generated during the period commencing on the date hereof and ending on the last day of the month in which occurs the second (2nd) anniversary of the Closing Date, to the TFG Member until such time as the TFG Member shall has received aggregate Distributions equal to the TFG Member’s accrued and unpaid Preferred Return as of the date of such Distribution; and (iv) Fourth, the balance, including (A) repay the over-distribution within 30 days without interest thereon, after receipt of such report, or (B) be subject to an off-set for such over-distribution on the date or dates of the next distributions Distributions of Net Ordinary Cash Flow until such over-distribution is recovered by which exceed the LLC. If such Annual Report shall show that there was an under-distribution Preferred Return under clauses (ii) and (iii) above during the time period described therein, if any, and (B) all Distributions of Net Ordinary Cash Flow after the period ending on the last day of the month in which occurs the second (2nd) anniversary of the Closing Date, to a the NorthStar Member and the TFG Member, such under-distribution shall be paid pari passu in proportion to such Member without interest thereon, within 30 days after receipt their respective Percentage Interests as of the date of such report or as promptly thereafter as there is sufficient Net Ordinary Cash Flow. For purposes hereof, the "weighted average" Percentage Interest for any Member shall be calculated for any period as the quotient of (I) the sum of the Percentage Interests of such Member on each day during such period divided by (II) the number of days during such periodDistribution.