Common use of Allocations for Canadian Federal Income Tax Purposes Clause in Contracts

Allocations for Canadian Federal Income Tax Purposes. 4.8.1. The Income for Canadian Tax Purposes for a given fiscal year of the Partnership will be allocated to each Partner in an amount calculated by multiplying the Income for Canadian Tax Purposes by a fraction, the numerator of which is the sum of the distributions received by such Partner with respect to such fiscal year and the denominator of which is the aggregate amount of the distributions made by the Partnership to Partners with respect to such fiscal year. Generally, the source and character of items of income so allocated to a Partner with respect to a fiscal year of the Partnership will be the same source and character as the distributions received by such Partner with respect to such fiscal year. 4.8.2. If, with respect to a given fiscal year, no distribution is made by the Partnership or the Partnership has a Loss for Canadian Tax Purposes, one quarter of the income, or loss, as the case may be, for purposes of the Income Tax Act of the Partnership for such fiscal year, will be allocated to the Partners of record at the end of each Quarter ending in such fiscal year pro rata to their respective Percentage Interests at each such date. To such end, any Person who was a Partner at any time during such fiscal year but who has disposed of all of such Person’s Partnership Interests before the last day of that fiscal year may be deemed to be a Partner on the last day of such fiscal year for the purposes of subsection 96(1) of the Income Tax Act. Generally, the source and character of such income or losses so allocated to a Partner at the end of each Quarter will be the same source and character as the income or loss earned or incurred by the Partnership in such Quarter. 4.8.3. Notwithstanding anything else in this Agreement, the Income for Canadian Tax Purposes allocated to the Special Limited Partner for a given fiscal year of the Partnership shall not exceed the amount of the distributions (whether in cash or otherwise) actually received by the Special Limited Partner for such year.

Allocations for Canadian Federal Income Tax Purposes. 4.8.1. The Income for Canadian Tax Purposes for a given fiscal year of the Partnership will be allocated to each Partner in an amount calculated by multiplying the Income for Canadian Tax Purposes by a fraction, the numerator of which is the sum of the distributions received by such Partner with respect to such fiscal year and the denominator of which is the aggregate amount of the distributions made by the Partnership to Partners with respect to such fiscal year. Generally, the source and character of items of income so allocated to a Partner with respect to a fiscal year of the Partnership will be the same source and character as the distributions received by such Partner with respect to such fiscal year. 4.8.2. If, with respect to a given fiscal year, no distribution is made by the Partnership or the Partnership has a Loss loss for Canadian purposes of the Income Tax PurposesAct, one quarter of the income, or loss, as the case may be, for purposes of the Income Tax Act of the Partnership for such fiscal year, will be allocated to the Partners of record at the end of each Quarter ending in such fiscal year pro rata to their respective Percentage Interests at each such date. To such end, any Person who was a Partner at any time during such fiscal year but who has disposed of all of such Person’s Partnership Interests Units before the last day of that fiscal year may be deemed to be a Partner on the last day of such fiscal year for the purposes of subsection 96(1) of the Income Tax Act. Generally, the source and character of such income or losses so allocated to a Partner at the end of each Quarter will be the same source and character as the income or loss earned or incurred by the Partnership in such Quarter. 4.8.3. Notwithstanding anything else in this Agreement, the Income for Canadian Tax Purposes allocated to the Special Limited Partner for a given fiscal year of the Partnership shall not exceed the amount of the distributions (whether in cash or otherwise) actually received by the Special Limited Partner for such year.

Allocations for Canadian Federal Income Tax Purposes. ‌ 4.8.1. The Income for Canadian Tax Purposes for a given fiscal year of the Partnership will be allocated to each Partner in an amount calculated by multiplying the Income for Canadian Tax Purposes by a fraction, the numerator of which is the sum of the distributions received by such Partner with respect to such fiscal year and the denominator of which is the aggregate amount of the distributions made by the Partnership to Partners with respect to such fiscal year, provided that the numerator and denominator will not include any distributions on the Preferred Units that are in satisfaction of accrued distributions on the Preferred Units that were not paid in a previous fiscal year of the Partnership where the General Partner determines that the inclusion of such distributions would result in a Preferred Unitholder being allocated more income than it would have if the distributions were paid in the fiscal year of the Partnership in which they were accrued. Generally, the source and character of items of income so allocated to a Partner with respect to a fiscal year of the Partnership will be the same source and character as the distributions received by such Partner with respect to such fiscal year.year.‌ 4.8.2. If, with respect to a given fiscal year, no distribution is made by the Partnership or the Partnership has a Loss for Canadian Tax Purposes, one quarter of the income, Income for Canadian Tax Purposes or lossLoss for Canadian Tax Purposes, as the case may be, for purposes of the Income Tax Act of the Partnership for such fiscal year, will be allocated to the Partners of record at the end of each Quarter ending in such fiscal year pro rata as follows: (i) to their respective Percentage Interests at the Preferred Unitholders in respect of Preferred Units held by them on each such date. To , such end, any Person who was a Partner at any time during such fiscal year but who has disposed amount of all of such Person’s Partnership Interests before the last day of that fiscal year may be deemed to be a Partner on the last day of such fiscal year for the purposes of subsection 96(1) of the Income Tax Act. Generally, the source and character of such income or losses so allocated to a Partner at the end of each Quarter will be the same source and character as the income or loss earned or incurred by the Partnership in such Quarter. 4.8.3. Notwithstanding anything else in this Agreement, the Income for Canadian Tax Purposes allocated or Loss for Canadian Tax Purposes, as the case may be, as the General Partner determines is reasonable in the circumstances having regard to such factors as the Special Limited General Partner for a given fiscal year considers to be relevant, including, the relative Capital Amount of the Partnership shall not exceed Preferred Units as compared to all other Units and the amount relative fair market value of the distributions (whether in cash or otherwise) actually received by the Special Limited Partner for such year.Preferred Units as compared to all other Units, and‌

Allocations for Canadian Federal Income Tax Purposes. 4.8.1. The Income for Canadian Tax Purposes for a given fiscal year of the Partnership will be allocated to each Partner in an amount calculated by multiplying the Income for Canadian Tax Purposes by a fraction, the numerator of which is the sum of the distributions received by such Partner with respect to such fiscal year and the denominator of which is the aggregate amount of the distributions made by the Partnership to Partners with respect to such fiscal year. Generally, the source and character of items of income so allocated to a Partner with respect to a fiscal year of the Partnership will be the same source and character as the distributions received by such Partner with respect to such fiscal year. 4.8.2. If, with respect to a given fiscal year, no distribution is made by the Partnership or the Partnership has a Loss loss for Canadian Tax Purposesfederal income tax purposes, one quarter of the income, or loss, as the case may be, for Canadian federal income tax purposes of the Income Tax Act of the Partnership for such fiscal year, will be allocated to the Partners of record at the end of each Quarter ending in such fiscal year pro rata to their respective Percentage Interests at each such date. To such end, any Person who was a Partner at any time during such fiscal year but who has disposed of all of such Person’s Partnership Interests Units before the last day of that fiscal year may be deemed to be a Partner on the last day of such fiscal year for the purposes of subsection 96(1) of the Income Tax Act. Generally, the source and character of such income or losses so allocated to a Partner at the end of each Quarter will be the same source and character as the income or loss earned or incurred by the Partnership in such Quarter. 4.8.3. Notwithstanding anything else Sections 4.8.1 and 4.8.2, in this Agreement, respect of the Income gain(s) for Canadian Tax Purposes allocated to realized by the Special Limited Partner Partnership on the disposition of the common shares of CanHoldco (the “CanHoldco Shares”) or any property substituted therefor for a any given fiscal year of the Partnership shall not exceed Partnership, the lesser of: (i) the amount of the distributions gain (whether if any) and (ii) the Initial Aggregate Gain less any amounts previously allocated pursuant to this Section 4.8.3 (taking into account such changes in cash the CanHoldco Shares or otherwiseany property substituted therefor if any so as to trace the accrued gains to the original CanHoldco Shares), shall be allocated as follows: 4.8.3.1 such portion thereof that (A) actually received (i) the Brookfield Group Allocable Gain is to (ii) the Initial Aggregate Gain, multiplied by (B) the portion that (i) the holdings of Partnership Units by the Special Brookfield Group at such time is to (ii) the holdings of Partnership Units by the Brookfield Group at the date of Fund Conversion, shall be allocated to Brookfield Group pro rata in proportion to their respective Partnership Interests at the time of the disposition of the CanHoldco Shares or any property substituted therefor; and 4.8.3.2 the remainder of such gain shall be allocated to the Limited Partner for Partners (other than the Brookfield Group) in an amount equal to the aggregate Partnership Interests held by such yearLimited Partners at the time of the disposition of the CanHoldco Shares or any property substituted therefor . Any gain (or loss) not allocated by Section 4.8.3 shall be allocated in accordance with Sections 4.8.1 and 4.8.2.

Allocations for Canadian Federal Income Tax Purposes. 4.8.1. The Income for Canadian Tax Purposes for a given fiscal year of the Partnership will be allocated to each Partner in an amount calculated by multiplying the Income for Canadian Tax Purposes by a fraction, the numerator of which is the sum of the distributions received by such Partner with respect to such fiscal year and the denominator of which is the aggregate amount of the distributions made by the Partnership to Partners with respect to such fiscal year. Generally, the source and character of items of income so allocated to a Partner with respect to a fiscal year of the Partnership will be the same source and character as the distributions received by such Partner with respect to such fiscal year. 4.8.2. If, with respect to a given fiscal year, no distribution is made by the Partnership or the Partnership has a Loss loss for Canadian Tax Purposesfederal income tax purposes, one quarter of the income, or loss, as the case may be, for Canadian federal income tax purposes of the Income Tax Act of the Partnership for such fiscal year, will be allocated to the Partners of record at the end of each Quarter ending in such fiscal year pro rata to their respective Percentage Interests at each such date. To such end, any Person who was a Partner at any time during such fiscal year but who has disposed of all of such Person’s Partnership Interests Units before the last day of that fiscal year may be deemed to be a Partner on the last day of such fiscal year for the purposes of subsection 96(1) of the Income Tax Act. Generally, the source and character of such income or losses so allocated to a Partner at the end of each Quarter will be the same source and character as the income or loss earned or incurred by the Partnership in such Quarter. 4.8.3. Notwithstanding anything else in this AgreementSections 4.8.1 and 4.8.2, the Income gain(s) for Canadian Tax Purposes allocated to realized by the Special Limited Partner Partnership on the disposition of the common shares of CanHoldco (the “CanHoldco Shares”) for a any given fiscal year of the Partnership shall not exceed Partnership, in an aggregate amount equal to the amount of accrued gain on the distributions (whether CanHoldco Shares on the date of the transfer of the CanHoldco Shares to the Partnership in cash or otherwise) actually received by connection with the Special Reorganization computed in accordance with the Income Tax Act, will be allocated to the Initial Limited Partner for (or to the Initial Limited Partner and any member of the BPY Group to which the Initial Limited Partner assigns any Partnership Interests in proportion to their respective holdings of the aggregate Partnership Interests held by them at the time of the disposition of the CanHoldco Shares or to the general partner of the Partnership if the general partner is a member of the BPY Group at the time of allocation and no other members of the BPY Group hold any Partnership Interests of the Partnership at such yeartime); provided, however, that any such gain(s) that exceed in the aggregate the amount of accrued gain on the CanHoldco Shares on the date of the transfer of the CanHoldco Shares to the Partnership in connection with the Reorganization will be allocated in accordance with Sections 4.8.1 and 4.8.2.