Common use of Distributions – General Principles Clause in Contracts

Distributions – General Principles. (a) Except as otherwise expressly provided herein, no Partner shall have the right to withdraw capital from the Partnership or to receive any distribution or return of its Subscription. Distributions, if any, as and when declared by the General Partner in its sole discretion, shall be made only to Persons who, according to the books and records of the Partnership, were the holders of record of Units on the date determined by the General Partner as of which the Partners are entitled to any such distributions. Notwithstanding anything to the contrary contained in this Agreement, the Partnership, and the General Partner on behalf of the Partnership, shall not be required to make a distribution to any Partner on account of its interest in the Partnership if such distribution would violate the Act or other applicable law. Unless otherwise determined by the General Partner, all distributions of cash shall be made to the Partners in amounts proportionate to the aggregate NAV of the Units held by the respective Partners on the applicable record date set by the General Partner, except that the amount distributed per Unit of any class may differ from the amount per Unit of another class on account of differences in class-specific expense allocations or for other reasons as determined by the General Partner. (b) Except as otherwise expressly provided herein, distributions and redemptions made pursuant to this Agreement shall be made in cash. All cash contributions and distributions pursuant to this Agreement shall be made in U.S. dollars (net of applicable currency conversion costs). The “functional currency” of the Partnership shall be the U.S. dollar with respect to all allocations and distributions hereunder. (c) If determined by the General Partner in its sole discretion, the payment of any distribution to which the Special Unitholder or any Unitholder that is a Brookfield Investor would otherwise be entitled hereunder may be deferred by the General Partner until after the end of the fiscal period of the Partnership in which the entitlement to the distribution occurs. If so determined by the General Partner, the amount of any such deferred distribution may be loaned by the Partnership to the Special Unitholder or any Unitholder that is a Brookfield Investor on a demand, non-interest bearing basis to be settled by the Partnership as a distribution of the deferred amount at such time after the end of the relevant fiscal period as the General Partner may determine. All loans made to the Special Unitholder or any Unitholder that is a Brookfield Investor under this Section 3.2(c) shall be treated as distributions to the Special Unitholder or such Unitholder, and the corresponding distributions applied to pay off such loans shall not be treated as distributions to the Special Unitholder or such Unitholder, in each case for all purposes under this Agreement. For clarity, references to “distributions” in this Section 3.2(c) include any Performance Participation Allocation received by or otherwise allocated to the Special Unitholder with respect to the Special Unitholder’s interest in the Partnership (whether allocated to the Special Unitholder as a Limited Partner in the Partnership or as an investor in an Intermediate Entity).

Distributions – General Principles. (a) Except as otherwise expressly provided herein, in this Article III or in Article VIII no Partner shall have the right to withdraw capital from the Partnership or to receive any distribution or return of its Subscription. Distributions, if any, as and when declared by the General Partner in its sole discretion, shall be made only to Persons who, according to the books and records of the Partnership, were the holders of record of Units on the date determined by the General Partner as of which the Partners are entitled to any such distributions. Notwithstanding anything to the contrary contained in this Agreement, the Partnership, and the General Partner on behalf of the Partnership, shall not be required to make a distribution to any Partner on account of its interest in the Partnership if such distribution would violate the Act or other applicable law. Unless otherwise determined by the General Partner, all distributions of cash shall be made to the Partners in amounts proportionate to the aggregate NAV Net Asset Value of the Units held by the respective Partners on the applicable record date set by the General Partner, except that the amount distributed per Unit of any class Class may differ from the amount per Unit of another class Class on account of differences in classClass-specific expense allocations or for other reasons as determined by the General PartnerPartner in good faith. (b) Except as otherwise expressly provided herein, distributions and redemptions made pursuant to this Agreement shall be made in cash. All cash contributions and distributions pursuant to this Agreement shall be made in U.S. dollars (net of applicable currency conversion costs). The “functional currency” of the Partnership shall be the U.S. dollar with respect to all allocations and distributions hereunder. (c) If determined by the General Partner in its sole discretion, the payment The amount of any distribution taxes or governmental charges (including interest, additions to which the Special Unitholder tax or any Unitholder that is a Brookfield Investor would otherwise be entitled hereunder may be deferred penalties with respect thereto) paid by the General Partner until after the end of the fiscal period or withheld (directly or indirectly) from receipts of the Partnership in (or any alternative vehicle) or entities through which the entitlement Partnership holds a direct or indirect interest and that are allocable to the distribution occurs. If so a Partner (as determined by the General Partner, the amount of any such deferred distribution may be loaned by the Partnership to the Special Unitholder or any Unitholder that is a Brookfield Investor on a demand, non-interest bearing basis to be settled by the Partnership as a distribution of the deferred amount at such time after the end of the relevant fiscal period as the General Partner may determine. All loans made to the Special Unitholder or any Unitholder that is a Brookfield Investor under this Section 3.2(c) shall be treated as distributions deemed to have been distributed to such Partner to the Special Unitholder extent that the payment or withholding of such Unitholder, and taxes or governmental charges reduced the corresponding distributions applied available cash or securities otherwise distributable to pay off such loans shall not be treated as distributions to the Special Unitholder or such Unitholder, in each case for all purposes under this Agreement. For clarity, references to “distributions” in this Section 3.2(c) include any Performance Participation Allocation received by or otherwise allocated to the Special Unitholder with respect to the Special Unitholder’s interest in the Partnership (whether allocated to the Special Unitholder as a Limited Partner in the Partnership or as an investor in an Intermediate Entity)Partner.