Common use of Distributions Prior to Dissolution Clause in Contracts

Distributions Prior to Dissolution. 5.2.1. Prior to the dissolution of the Partnership pursuant to Section 16.1, distributions of Available Cash shall be made pursuant to this Section 5.2. Any distribution to the General Partner pursuant to Sections 5.2.2.5 to 5.2.2.6 shall be made to the General Partner in its capacity as the general partner and without regard to the number of General Partner Units held by the General Partner. 5.2.2. Subject to Section 5.2.3 and Section 5.2.4, any distributions of Available Cash made by the Partnership with respect to any Quarter shall be distributed: 5.2.2.1 first, 100% to BPY until there has been distributed pursuant to this Section 5.2.2.1 an amount equal to the amount of BPY’s outlays and expenses for the Quarter properly incurred; 5.2.2.2 second, 100% to all Redemption-Exchange Unitholders pro rata in proportion to their respective Percentage Interests (which, for purposes of this Section 5.2.2.2, will be calculated using Redemption-Exchange Units only) (which distribution will be treated as having been made pursuant to Sections 5.2.2.4 or 5.2.2.5, as applicable) all amounts that have been deferred in previous Quarters pursuant to Section 5.2.3 and not yet recovered; 5.2.2.3 third, 100% to the General Partner until an amount equal to the Equity Enhancement Distribution has been distributed pursuant to this Section 5.2.2.3; 5.2.2.4 fourth, 100% to all Partners pro rata in proportion to their respective Percentage Interests until there has been distributed pursuant to this Section 5.2.2.3 in respect of each Unit Outstanding as of the last day of such Quarter an amount equal to the First Distribution Threshold;

Distributions Prior to Dissolution. 5.2.1. Prior to the dissolution of the Partnership pursuant to Section 16.1, distributions of Available Cash shall be made pursuant to this Section 5.2. Any distribution to the General Partner pursuant to Sections 5.2.2.5 5.2.2.3 to 5.2.2.6 5.2.2.4 shall be made to the General Partner in its capacity as the general partner and without regard to the number of General Partner Units held by the General Partner. 5.2.2. Subject to Section 5.2.3 and Section 5.2.45.2.3, any distributions of Available Cash made by the Partnership with respect to any Quarter shall be distributed: 5.2.2.1 first, 100% to BPY BREP until there has been distributed pursuant to this Section 5.2.2.1 an amount equal to the amount of BPYBREP’s outlays and expenses for the Quarter properly incurred; 5.2.2.2 second, 100% to all Redemption-Exchange Unitholders pro rata in proportion to their respective Percentage Interests (which, for purposes of this Section 5.2.2.2, will be calculated using Redemption-Exchange Units only) (which distribution will be treated as having been made pursuant to Sections 5.2.2.4 or 5.2.2.5, as applicable) all amounts that have been deferred in previous Quarters pursuant to Section 5.2.3 and not yet recovered; 5.2.2.3 third, 100% to the General Partner until an amount equal to the Equity Enhancement Distribution has been distributed pursuant to this Section 5.2.2.3; 5.2.2.4 fourth, 100% to all Partners pro rata in proportion to their respective Percentage Interests until there has been distributed pursuant to this Section 5.2.2.2 in respect of each Unit Outstanding as of the last day of such Quarter an amount equal to the First Distribution Threshold; 5.2.2.3 third, (i) 85% to all the Partners pro rata in proportion to their respective Percentage Interests and, (ii) 15% to the General Partner until there has been distributed pursuant to this Section 5.2.2.3 in respect of each Unit Outstanding as of the last day of such Quarter an amount equal to the excess of (x) the Second Distribution Threshold over (y) the First Distribution Threshold;; and 5.2.2.4 thereafter, (i) 75% to all Partners pro rata in proportion to their respective Percentage Interests and, (ii) 25% to the General Partner. 5.2.3. Available Cash that is deemed by the General Partner to be cash from Interim Capital Transactions and representative of unrecovered capital (“Capital Surplus”) shall be distributed: 5.2.3.1 first, to Partners pro rata in proportion to the Unrecovered Capital Amounts attributable to the Units and General Partner Units held by the Partners until the Unrecovered Capital Amount attributable to each Unit and General Partner Unit is equal to zero; and 5.2.3.2 thereafter, in accordance with Section 5.2.2.

Distributions Prior to Dissolution. 5.2.1. Prior to the dissolution of the Partnership pursuant to Section 16.1, distributions of Available Cash shall be made pursuant to this Section 5.2. Any distribution to the General Partner pursuant to Sections 5.2.2.5 5.2.2.3 to 5.2.2.6 5.2.2.4 shall be made to the General Partner in its capacity as the general partner and without regard to the number of General Partner Units held by the General Partner. 5.2.2. Subject to Section 5.2.3 and Section 5.2.45.2.3, any distributions of Available Cash made by the Partnership with respect to any Quarter shall be distributed: 5.2.2.1 first, 100% to BPY BREP until there has been distributed pursuant to this Section 5.2.2.1 an amount equal to the amount of BPYBREP’s outlays and expenses for the Quarter properly incurred; 5.2.2.2 second, 100% to all Redemption-Exchange Unitholders pro rata in proportion to their respective Percentage Interests (which, for purposes of this Section 5.2.2.2, will be calculated using Redemption-Exchange Units only) (which distribution will be treated as having been made pursuant to Sections 5.2.2.4 or 5.2.2.5, as applicable) all amounts that have been deferred in previous Quarters pursuant to Section 5.2.3 and not yet recovered; 5.2.2.3 third, 100% to the General Partner until an amount equal to the Equity Enhancement Distribution has been distributed pursuant to this Section 5.2.2.3; 5.2.2.4 fourth, 100% to all Partners pro rata in proportion to their respective Percentage Interests until there has been distributed pursuant to this Section 5.2.2.2 in respect of each Unit Outstanding as of the last day of such Quarter an amount equal to the First Distribution Threshold; 5.2.2.3 third, (i) 85% to all the Partners pro rata in proportion to their respective Percentage Interests and, (ii) 15% to the General Partner until there has been distributed pursuant to this Section 5.2.2.3 in respect of each Unit Outstanding as of the last day of such Quarter an amount equal to the excess of (x) the Second Distribution Threshold over (y) the First Distribution Threshold;; and 5.2.2.4 thereafter, (i) 75% to all Partners pro rata in proportion to their respective Percentage Interests and, (ii) 25% to the General Partner. 5.2.3. Available Cash that is deemed by the General Partner to be cash from Interim Capital Transactions and representative of unrecovered capital (“Capital Surplus”) shall be distributed: 5.2.3.1 first, to Partners pro rata in proportion to the Unrecovered Capital Amounts attributable to the Units and General Partner Units held by the Partners until the Unrecovered Capital Amount attributable to each Unit and General Partner Unit is equal to zero; and

Distributions Prior to Dissolution. 5.2.1. Prior to the dissolution of the Partnership pursuant to Section 16.1, distributions of Available Cash shall be made pursuant to this Section 5.2. Any distribution to the General Special Limited Partner pursuant to Sections 5.2.2.5 to 5.2.2.6 shall be made to the General Special Limited Partner in its capacity as the general partner Special Limited Partner and without regard to the number of General Special Limited Partner Units held by the General Special Limited Partner. 5.2.2. Subject to Section 5.2.3 and Section 5.2.4, any distributions of Available Cash made by the Partnership with respect to any Quarter shall be distributed: 5.2.2.1 first, 100% to BPY until there has been distributed pursuant to this Section 5.2.2.1 an amount equal to the amount of BPY’s outlays and expenses for the Quarter properly incurred; 5.2.2.2 second, 100% to all Redemption-Exchange Unitholders pro rata in proportion to their respective Percentage Interests (which, for purposes of this Section 5.2.2.2, will be calculated using Redemption-Exchange Units only) (which distribution will be treated as having been made pursuant to Sections 5.2.2.4 or 5.2.2.5, as applicable) all amounts that have been deferred in previous Quarters pursuant to Section 5.2.3 and not yet recovered; 5.2.2.3 third, 100% to the General Special Limited Partner until an amount equal to the Equity Enhancement Distribution has been distributed pursuant to this Section 5.2.2.3; 5.2.2.4 fourth, 100% to all Partners pro rata in proportion to their respective Percentage Interests until there has been distributed pursuant to this Section 5.2.2.3 5.2.2.4 in respect of each Unit Outstanding as of the last day of such Quarter an amount equal to the First Distribution Threshold; 5.2.2.5 fifth, (i) 85% to all the Partners pro rata in proportion to their respective Percentage Interests and (ii) 15% to the Special Limited Partner until there has been distributed pursuant to this Section 5.2.2.5 in respect of each Unit Outstanding as of the last day of such Quarter an amount equal to the excess of (a) the Second Distribution Threshold over (b) the First Distribution Threshold; and 5.2.2.6 thereafter, (i) 75% to all Partners pro rata in proportion to their respective Percentage Interests and (ii) 25% to the Special Limited Partner. 5.2.3. Notwithstanding Section 5.2.2: 5.2.3.1 for any Quarter in which the Managing General Partner determines, in its sole discretion, there is insufficient Available Cash to pay the Equity Enhancement Distribution pursuant to Section 5.2.2.3, the Managing General Partner may elect to pay all or a portion of the distribution pursuant to Section 5.2.2.3 in Redemption-Exchange Units equal to the amount in cash that the Special Limited Partner has elected to be paid in respect of Section 5.2.2.3 in Redemption-Exchange Units divided by the Market Value of a BPY Unit on the date that the Special Limited Partner makes such election, provided that (A) any such election shall be made within 45 days following the end of the applicable Quarter and (B) no fractional Redemption-Exchange Units will be issued, and such number will be rounded down to the nearest whole number with the remainder payable to the Special Limited Partner in cash; 5.2.3.2 if the Managing General Partner determines in its sole discretion that, with respect to any Quarter, there is insufficient Available Cash to distribute in respect of each Unit Outstanding as of the last day of such Quarter an amount equal to the then current distribution level, then the Managing General Partner may elect to defer all or a portion of the amounts distributable pursuant to such level in respect of each Redemption-Exchange Unit and instead distribute (A) first, up to an amount not to exceed the then current distribution level to all Partners holding Managing General Partner Units pro rata in proportion to their respective Percentage Interest (which, for purposes of this Section 5.2.3.2, will be calculated using Managing General Partner Units only) which distribution will be treated as having been made to holders of Managing General Partner Units pursuant to Sections 5.2.2.4 or 5.2.2.5, as applicable, and (B) second, the difference, if any, between the amounts distributable pursuant to such then current distribution level in respect of each Redemption-Exchange Unit (after giving effect to clause (A) above) and the amount the Managing General Partner elects to defer pursuant to such level in respect of each Redemption-Exchange Unit, to all Partners holding Redemption-Exchange Units pro rata in proportion to their respective Percentage Interest (which, for purposes of this Section 5.2.3.2, will be calculated using Redemption-Exchange Units only) which distribution will be treated as having been made to holders of Redemption-Exchange Units pursuant to Sections 5.2.2.4 or 5.2.2.5, as applicable; and 5.2.3.3 in any Quarter the Special Limited Partner may, in its sole discretion, waive the requirement to make distributions of Available Cash to the Special Limited Partner pursuant to clause (ii) in Sections 5.2.2.5 and 5.2.2.6.

Distributions Prior to Dissolution. 5.2.1. Prior to the dissolution of the Partnership pursuant to Section 16.1, distributions of Available Cash shall be made pursuant to this Section 5.2. Any distribution to the General Partner pursuant to Sections 5.2.2.5 to 5.2.2.6 shall be made to the General Partner in its capacity as the general partner and without regard to the number of General Partner Units held by the General Partner. 5.2.2. Subject to Section 5.2.3 and Section 5.2.4, any distributions of Available Cash made by the Partnership with respect to any Quarter shall be distributed: 5.2.2.1 first, 100% to BPY until there has been distributed pursuant to this Section 5.2.2.1 an amount equal to the amount of BPY’s outlays and expenses for the Quarter properly incurred; 5.2.2.2 second, 100% to all Redemption-Exchange Unitholders pro rata in proportion to their respective Percentage Interests (which, for purposes of this Section 5.2.2.2, will be calculated using Redemption-Exchange Units only) (which distribution will be treated as having been made pursuant to Sections 5.2.2.4 or 5.2.2.5, as applicable) all amounts that have been deferred in previous Quarters pursuant to Section 5.2.3 and not yet recovered; 5.2.2.3 third, 100% to the General Partner until an amount equal to the Equity Enhancement Distribution has been distributed pursuant to this Section 5.2.2.3; 5.2.2.4 fourth, 100% to all Partners pro rata in proportion to their respective Percentage Interests until there has been distributed pursuant to this Section 5.2.2.3 5.2.2.4 in respect of each Unit Outstanding as of the last day of such Quarter an amount equal to the First Distribution Threshold; 5.2.2.5 fifth, (i) 85% to all the Partners pro rata in proportion to their respective Percentage Interests and (ii) 15% to the General Partner until there has been distributed pursuant to this Section 5.2.2.5 in respect of each Unit Outstanding as of the last day of such Quarter an amount equal to the excess of (a) the Second Distribution Threshold over (b) the First Distribution Threshold; and 5.2.2.6 thereafter, (i) 75% to all Partners pro rata in proportion to their respective Percentage Interests and (ii) 25% to the General Partner. 5.2.3. Notwithstanding Section 5.2.2: 5.2.3.1 for any Quarter in which the General Partner determines, in its sole discretion, there is insufficient Available Cash to pay the Equity Enhancement Distribution pursuant to Section 5.2.2.3, the General Partner may elect to pay all or a portion of the distribution pursuant to Section 5.2.2.3 in Redemption-Exchange Units equal to the amount in cash that the General Partner has elected to be paid in respect of Section 5.2.2.3 in Redemption-Exchange Units divided by the Market Value of a BPY Unit on the date that the General Partner makes such election, provided that (A) any such election shall be made within 45 days following the end of the applicable Quarter and (B) no fractional Redemption-Exchange Units will be issued, and such number will be rounded down to the nearest whole number with the remainder payable to the General Partner in cash; 5.2.3.2 if the General Partner determines in its sole discretion that, with respect to any Quarter, there is insufficient Available Cash to distribute in respect of each Unit Outstanding as of the last day of such Quarter an amount equal to the then current distribution level, then the General Partner may elect to defer all or a portion of the amounts distributable pursuant to such level in respect of each Redemption-Exchange Unit and instead distribute (A) first, up to an amount not to exceed the then current distribution level to all Partners holding Class A Units pro rata in proportion to their respective Percentage Interest (which, for purposes of this Section 5.2.3.2, will be calculated using Class A Units only) which distribution will be treated as having been made to holders of Class A Units pursuant to Sections 5.2.2.4 or 5.2.2.5, as applicable, and (B) second, the difference, if any, between the amounts distributable pursuant to such then current distribution level in respect of each Redemption-Exchange Unit (after giving effect to clause (A) above) and the amount the General Partner elects to defer pursuant to such level in respect of each Redemption-Exchange Unit, to all Partners holding Redemption-Exchange Units pro rata in proportion to their respective Percentage Interest (which, for purposes of this Section 5.2.3.2, will be calculated using Redemption-Exchange Units only) which distribution will be treated as having been made to holders of Redemption-Exchange Units pursuant to Sections 5.2.2.4 or 5.2.2.5, as applicable; and 5.2.3.3 in any Quarter the General Partner may, in its sole discretion, waive the requirement to make distributions of Available Cash to the General Partner pursuant to clause (ii) in Sections 5.2.2.5 and 5.2.2.6.