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

Distributions of Net Ordinary Cash Flow. The Administrative Member shall calculate Net Ordinary Cash Flow (which calculation shall be subject to the review and confirmation of the NorthStar Member) as of the end of each calendar month on a cumulative calendar year-to-date basis and apply and distribute Net Ordinary Cash Flow on or before the 15th day of the following calendar month in the following order of priority: (i) First, an amount of Net Ordinary Cash Flow equal to 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 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) Distributions of Net Ordinary Cash Flow which exceed the 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 the NorthStar Member and the TFG Member, pari passu in proportion to their respective Percentage Interests as of the date of such Distribution.

Distributions of Net Ordinary Cash Flow. The Administrative Member shall calculate 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 (which calculation shall be subject distributed to the review Members monthly in the following proportions: (i) to Investor and confirmation 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 NorthStar MemberAdministrative 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 calendar yearmonth-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 15th 24th day of the following calendar month 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 following order preceding sentence. If the Annual Report of priority: (i) First, an amount the LLC shall show that there was any over-distribution of Net Ordinary Cash Flow equal to all outstanding Priority Contributionsa Member, together with all accrued return such Member shall (A) repay the over-distribution within 30 days without interest thereon, shall after receipt of such report, or (B) be paid subject 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., an off-set for such over-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 or dates 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 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) Distributions next distributions of Net Ordinary Cash Flow which exceed until such over-distribution is recovered by the Preferred Return under clauses (ii) and (iii) above during the time period described therein, if any, and (B) all Distributions 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 ending on as the last day quotient of (I) the sum of the month in which occurs the second (2nd) anniversary of the Closing Date, to the NorthStar Member and the TFG Member, pari passu in proportion to their respective Percentage Interests as of the date of such DistributionMember on each day during such period divided by (II) the number of days during such period.

Distributions of Net Ordinary Cash Flow. The Administrative Member shall calculate Net Ordinary Cash Flow (which calculation shall be subject to the review and confirmation of the NorthStar Member) as of the end of each calendar month on a cumulative calendar year-to-date basis and apply and distribute Net Ordinary Cash Flow on 7.02on or before the 15th day of the following calendar month in the following order of priority: (i) First, an amount of Net Ordinary Cash Flow equal to 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)time); (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 DateJanuary 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 the last day of the month in which occurs the second (2nd) anniversary of the Closing DateJanuary 31, 2016, to the TFG Member until such time as the TFG Member 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) Distributions of Net Ordinary Cash Flow which exceed the 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 such two (2nd2) anniversary of the Closing Dateyear period, to the NorthStar Member and the TFG Member, pari passu in proportion to their respective Percentage Interests as of the date of such Distribution.

Distributions of Net Ordinary Cash Flow. The Administrative Member shall calculate Except as provided in Section 6.05(a) or Section 11.03, Net Ordinary Cash Flow (which calculation shall be subject distributed to the review and confirmation Members pari passu in the following proportions: (i) to the NYSTRS Members, pro rata in proportion to their respective Percentage Interests, in an amount equal to the NYSTRS Members' Percentage Interest multiplied by the Net Ordinary Cash Flow, and (ii) the remainder to the Reckson Members in proportion to their respective Percentage Interests. If there is any change in Percentage Interests during any Fiscal Year, the Managing Member shall (i) for purposes of the NorthStar Member) this Section 6.05(b), calculate Percentage Interests on a "weighted average" basis as of the end of each calendar month on a cumulative year-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 15th 24th day of the following calendar month month. To accomplish the foregoing, Managing Member shall cause the Lower Tier Entities to distribute "Net Ordinary Cash Flow" (as defined in each Lower Tier LLC Agreement) on the same monthly basis as set forth in the following order preceding sentence. Notwithstanding the foregoing, which is intended to permit interim distributions of priority: (i) FirstNet Ordinary Cash Flow, the Managing Member shall calculate the weighted average Percentage Interests and Net Ordinary Cash Flow on an amount annual basis, and if the Annual Report of the LLC shall show that there was any over-distribution of Net Ordinary Cash Flow equal to all outstanding Priority Contributionsa Member, together with all accrued return such Member shall (A) repay the over-distribution within 30 days without interest thereon, shall after receipt of such report, or (B) be paid subject 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., an off-set for such over-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 or dates 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 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) Distributions next distributions of Net Ordinary Cash Flow which exceed until such over-distribution is recovered by the Preferred Return under clauses (ii) and (iii) above during the time period described therein, if any, and (B) all Distributions 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 ending on as the last day quotient of (I) the sum of the month in which occurs the second (2nd) anniversary of the Closing Date, to the NorthStar Member and the TFG Member, pari passu in proportion to their respective Percentage Interests as of the date of such DistributionMember on each day during such period divided by (II) the number of days during such period.