Common use of Adjustment to Incentive Distributions Payable to General Partner Clause in Contracts

Adjustment to Incentive Distributions Payable to General Partner. 5.4.1. The General Partner shall maintain a notional account (as adjusted pursuant to this Section 5.4, the “Incentive Distribution Account”) that will track the amount of Incentive Distributions that have been paid or are payable in respect of any period following the Closing Date by any Operating Entity or Holding Entity to any member of the Brookfield Group with respect to the Partnership’s Invested Capital in such Operating Entity or Holding Entity (“Underlying Incentive Distributions”). 5.4.2. Notwithstanding anything to the contrary in this Article 5, any amounts otherwise payable to the General Partner pursuant to clause (ii) of either Section 5.2.2.5 or Section 5.2.2.6 shall, subject to Section 5.4.3, be reduced by (but will not be less than zero) any amount in the Incentive Distribution Account at the time of the distribution (any such amount, once applied to reduce amounts otherwise payable, is referred to as an “Applied Incentive Amount”). 5.4.3. The amount of any reduction pursuant to Section 5.4.2 in the amounts otherwise payable to the General Partner shall be adjusted on an equitable basis as necessary in order to take into account the benefit that Limited Partners would have received had the Underlying Incentive Distributions not been paid or payable. 5.4.4. The Incentive Distribution Account shall be adjusted from time to time to deduct the amount of any Applied Incentive Amount or any clawback or similar amount paid or contributed to an Operating Entity or Holding Entity in respect of an Underlying Incentive Distribution. For greater certainty, it is acknowledged that the Incentive Distribution Account may be negative as a result of the adjustment for such clawback or similar amount. In no event will a negative balance in the Incentive Distribution Account require a payment to the General Partner. 5.4.5. Any amounts in the Incentive Distribution Account shall be taken into account in a similar manner to the foregoing in effecting distributions pursuant to Section 16.3.3.

Adjustment to Incentive Distributions Payable to General Partner. 5.4.1. The General Partner shall maintain a notional account (as adjusted pursuant to this Section 5.4, the “Incentive Distribution Account”) that will track the amount of Incentive Distributions that have been paid or are payable in respect of any period following the Closing Date by any Operating Entity or Holding Entity to any member of the Brookfield Group with respect to the Partnership’s Invested Capital in such Operating Entity or Holding Entity (“Underlying Incentive Distributions”). 5.4.2. Notwithstanding anything to the contrary in this Article 5, any amounts otherwise payable to the General Partner pursuant to clause (ii) of either Section 5.2.2.5 5.2.2.3 or Section 5.2.2.6 5.2.2.4 shall, subject to Section 5.4.3, be reduced by (but will not be less than zero) any amount in the Incentive Distribution Account at the time of the distribution (any such amount, once applied to reduce amounts otherwise payable, is referred to as an “Applied Incentive Amount”). 5.4.3. The amount of any reduction pursuant to Section 5.4.2 in the amounts otherwise payable to the General Partner shall be adjusted on an equitable basis as necessary in order to take into account the benefit that Limited Partners would have received had the Underlying Incentive Distributions not been paid or payable. 5.4.4. The Incentive Distribution Account shall be adjusted from time to time to deduct the amount of any Applied Incentive Amount or any clawback or similar amount paid or contributed to an Operating Entity or Holding Entity in respect of an Underlying Incentive Distribution. For greater certainty, it is acknowledged that the Incentive Distribution Account may be negative as a result of the adjustment for such clawback or similar amount. In no event will a negative balance in the Incentive Distribution Account require a payment to the General Partner. 5.4.5. Any amounts in the Incentive Distribution Account shall be taken into account in a similar manner to the foregoing in effecting distributions pursuant to Section 16.3.3.

Adjustment to Incentive Distributions Payable to General Partner. ‌ 5.4.1. The General Partner shall maintain a notional account (as adjusted pursuant to this Section 5.4, the “Incentive Distribution Account”) that will track the amount of Incentive Distributions that have been paid or are payable in respect of any period following the Closing Date by any Operating Entity or Holding Entity to any member of the Brookfield Group with respect to the Partnership’s Invested Capital in such Operating Entity or Holding Entity (“Underlying Incentive Distributions”).Distributions”).‌ 5.4.2. Notwithstanding anything to the contrary in this Article 5, any amounts otherwise payable to the General Partner pursuant to clause (ii) of either Section 5.2.2.5 5.2.2.4 or Section 5.2.2.6 5.2.2.5 shall, subject to Section 5.4.3, (a) be reduced by (but will not be less than zero) any amount in the Incentive Distribution Account at the time of the distribution (any such amount, once applied to reduce amounts otherwise payable, is referred to as an “Applied Incentive Amount”).) and (b) be increased by the Equivalent Security Amount (if positive) in respect of such Quarter.‌ 5.4.3. The amount of any reduction pursuant to Section 5.4.2 in the amounts otherwise payable to the General Partner shall be adjusted on an equitable basis as necessary in order to take into account the benefit that Limited Partners would have received had the Underlying Incentive Distributions not been paid or payable.payable.‌ 5.4.4. The Incentive Distribution Account shall be adjusted from time to time to deduct the amount of any Applied Incentive Amount or any clawback or similar amount paid or contributed to an Operating Entity or Holding Entity in respect of an Underlying Incentive Distribution. For greater certainty, it is acknowledged that the Incentive Distribution Account may be negative as a result of the adjustment for such clawback or similar amount. In no event will a negative balance in the Incentive Distribution Account require a payment to the General Partner. 5.4.5. Any amounts in the Incentive Distribution Account shall be taken into account in a similar manner to the foregoing in effecting distributions pursuant to Section 16.3.3.

Adjustment to Incentive Distributions Payable to General Partner. 5.4.1. The General Partner shall maintain a notional account (as adjusted pursuant to this Section 5.4, the “Incentive Distribution Account”) that will track the amount of Incentive Distributions that have been paid or are payable in respect of any period following the Closing Date by any Operating Entity or Holding Entity to any member of the Brookfield Group with respect to the Partnership’s Invested Capital in such Operating Entity or Holding Entity (“Underlying Incentive Distributions”). 5.4.2. Notwithstanding anything to the contrary in this Article 5, any amounts otherwise payable to the General Partner pursuant to clause (ii) of either Section 5.2.2.5 5.2.2.4 or Section 5.2.2.6 5.2.2.5 shall, subject to Section 5.4.3, be reduced by (but will not be less than zero) any amount in the Incentive Distribution Account at the time of the distribution (any such amount, once applied to reduce amounts otherwise payable, is referred to as an “Applied Incentive Amount”). 5.4.3. The amount of any reduction pursuant to Section 5.4.2 in the amounts otherwise payable to the General Partner shall be adjusted on an equitable basis as necessary in order to take into account the benefit that Limited Partners would have received had the Underlying Incentive Distributions not been paid or payable. 5.4.4. The Incentive Distribution Account shall be adjusted from time to time to deduct the amount of any Applied Incentive Amount or any clawback or similar amount paid or contributed to an Operating Entity or Holding Entity in respect of an Underlying Incentive Distribution. For greater certainty, it is acknowledged that the Incentive Distribution Account may be negative as a result of the adjustment for such clawback or similar amount. In no event will a negative balance in the Incentive Distribution Account require a payment to the General Partner. 5.4.5. Any amounts in the Incentive Distribution Account shall be taken into account in a similar manner to the foregoing in effecting distributions pursuant to Section 16.3.3.

Adjustment to Incentive Distributions Payable to General Partner. 5.4.1. The General Partner shall maintain a notional account (as adjusted pursuant to this Section 5.4, the “Incentive Distribution Account”) that will track the amount of Incentive Distributions that have been paid or are payable in respect of any period following the Closing Date by any Operating Entity or Holding Entity to any member of the Brookfield Group with respect to the Partnership’s Invested Capital in such Operating Entity or Holding Entity (“Underlying Incentive Distributions”). 5.4.2. Notwithstanding anything to the contrary in this Article 5, any amounts otherwise payable to the General Partner pursuant to clause (ii) of either Section 5.2.2.5 5.2.2.4 or Section 5.2.2.6 5.2.2.5 shall, subject to Section 5.4.3, (a) be reduced by (but will not be less than zero) any amount in the Incentive Distribution Account at the time of the distribution (any such amount, once applied to reduce amounts otherwise payable, is referred to as an “Applied Incentive Amount”)) and (b) be increased by the Equivalent Security Amount (if positive) in respect of such Quarter. 5.4.3. The amount of any reduction pursuant to Section 5.4.2 in the amounts otherwise payable to the General Partner shall be adjusted on an equitable basis as necessary in order to take into account the benefit that Limited Partners would have received had the Underlying Incentive Distributions not been paid or payable. 5.4.4. The Incentive Distribution Account shall be adjusted from time to time to deduct the amount of any Applied Incentive Amount or any clawback or similar amount paid or contributed to an Operating Entity or Holding Entity in respect of an Underlying Incentive Distribution. For greater certainty, it is acknowledged that the Incentive Distribution Account may be negative as a result of the adjustment for such clawback or similar amount. In no event will a negative balance in the Incentive Distribution Account require a payment to the General Partner. 5.4.5. Any amounts in the Incentive Distribution Account shall be taken into account in a similar manner to the foregoing in effecting distributions pursuant to Section 16.3.3.

Adjustment to Incentive Distributions Payable to General Partner. 5.4.1. The General Partner shall maintain a notional account (as adjusted pursuant to this Section 5.4, the “Incentive Distribution Account”) that will track the amount of Incentive Distributions that have been paid or are payable in respect of any period following the Closing Date by any Operating Entity or Holding Entity to any member of the Brookfield BAM Group with respect to the Partnership’s Invested Capital in such Operating Entity or Holding Entity (“Underlying Incentive Distributions”). 5.4.2. Notwithstanding anything to the contrary in this Article 5, any amounts otherwise payable to the General Partner pursuant to clause (ii) of either Section 5.2.2.5 5.2.2.3 or Section 5.2.2.6 5.2.2.4 shall, subject to Section 5.4.3, be reduced by (but will not be less than zero) any amount in the Incentive Distribution Account at the time of the distribution (any such amount, once applied to reduce amounts otherwise payable, is referred to as an “Applied Incentive Amount”). 5.4.3. The amount of any reduction pursuant to Section 5.4.2 in the amounts otherwise payable to the General Partner shall be adjusted on an equitable basis as necessary in order to take into account the benefit that Limited Partners would have received had the Underlying Incentive Distributions not been paid or payable. 5.4.4. The Incentive Distribution Account shall be adjusted from time to time to deduct the amount of any Applied Incentive Amount or any clawback or similar amount paid or contributed to an Operating Entity or Holding Entity in respect of an Underlying Incentive Distribution. For greater certainty, it is acknowledged that the Incentive Distribution Account may be negative as a result of the adjustment for such clawback or similar amount. In no event will a negative balance in the Incentive Distribution Account require a payment to the General Partner. 5.4.5. Any amounts in the Incentive Distribution Account shall be taken into account in a similar manner to the foregoing in effecting distributions pursuant to Section 16.3.3.