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, 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 Managing 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. 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 as follows: (i) to the Preferred Unitholders in respect of Preferred Units held by them on each such date, such amount of the Income for Canadian Tax Purposes or Loss for Canadian Tax Purposes, as the case may be, as the Managing General Partner determines is reasonable in the circumstances having regard to such factors as the Managing General Partner considers to be relevant, including, the relative Capital Amount of the Preferred Units as compared to all other Units and the relative fair market value of the Preferred Units as compared to all other Units, and (ii) to the Partners other than in respect of Preferred Units the remaining amount of the Income for Canadian Tax Purposes or Loss for Canadian Tax Purposes, as the case may be, 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.

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 Managing 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. 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 as follows: (i) to the Preferred Unitholders in respect of Preferred Units held by them on each such date, such amount of the Income for Canadian Tax Purposes or Loss for Canadian Tax Purposes, as the case may be, as the Managing General Partner determines is reasonable in the circumstances having regard to such factors as the Managing General Partner considers to be relevant, including, the relative Capital Amount of the Preferred Units as compared to all other Units and the relative fair market value of the Preferred Units as compared to all other Units, and (ii) to the Partners other than in respect of Preferred Units the remaining amount of the Income for Canadian Tax Purposes or Loss for Canadian Tax Purposes, as the case may be, 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.

Allocations for Canadian Federal Income Tax Purposes. 4.8.1 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 Managing 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. 4.8.2 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 as follows: (i) to the Preferred Unitholders in respect of Preferred Units held by them on each such date, such amount of the Income for Canadian Tax Purposes or Loss for Canadian Tax Purposes, as the case may be, as the Managing General Partner determines is reasonable in the circumstances having regard to such factors as the Managing General Partner considers to be relevant, including, the relative Capital Amount of the Preferred Units as compared to all other Units and the relative fair market value of the Preferred Units as compared to all other Units, and (ii) to the Partners other than in respect of Preferred Units the remaining amount of the Income for Canadian Tax Purposes or Loss for Canadian Tax Purposes, as the case may be, 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 Sections 4.8.1 and 4.8.2, in respect of the gain(s) for Canadian Tax Purposes realized by the Partnership on the disposition of the common shares of CanHoldco (the “CanHoldco Shares”) or any property substituted therefor for any given fiscal year of the Partnership, the lesser of: (i) the amount of the gain (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 the CanHoldco Shares or any 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) (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 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 Partners (other than the Brookfield Group) in an amount equal to the aggregate Partnership Interests held by such Limited 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 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 Managing 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. 4.8.2 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 as follows: : (i) to the Preferred Unitholders in respect of Preferred Units held by them on each such date, such amount of the Income for Canadian Tax Purposes or Loss for Canadian Tax Purposes, as the case may be, as the Managing General Partner determines is reasonable in the circumstances having regard to such factors as the Managing General Partner considers to be relevant, including, the relative Capital Amount of the Preferred Units as compared to all other Units and the relative fair market value of the Preferred Units as compared to all other Units, and (ii) to the Partners other than in respect of Preferred Units the remaining amount of the Income for Canadian Tax Purposes or Loss for Canadian Tax Purposes, as the case may be, 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 Sections 4.8.1 and 4.8.2, in respect of the gain(s) for Canadian Tax Purposes realized by the Partnership on the disposition of the common shares of CanHoldco (the “CanHoldco Shares”) or any property substituted therefor for any given fiscal year of the Partnership, the lesser of: (i) the amount of the gain (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 the CanHoldco Shares or any 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) (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 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 Partners (other than the Brookfield Group) in an amount equal to the aggregate Partnership Interests held by such Limited 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. 4.8.4. Notwithstanding anything else in this Agreement, if Sections 4.8.4.1, 4.8.4.2 and 4.8.4.3 are all true in a given fiscal year of the Partnership, the Income for Canadian Tax Purposes will be allocated in the manner described below. 4.8.4.1 The Partnership acquires, buys back or otherwise purchases for cancellation Class A Units owned by BEP; 4.8.4.2 The Partnership has Income for Canadian Tax Purposes (in other words, the Partnership does not have a Loss for Canadian Tax Purposes); and 4.8.4.3 The money or property that is used by the Partnership exclusively in whole or in part to buy back such Class A Units from BEP is derived from transactions or events that give rise to positive amounts included in Income for Canadian Tax Purposes. The lesser of (1) the amount of Income for Canadian Tax Purposes, and (2) the aggregate of the positive amounts included in Income for Canadian Tax Purposes described in Section 4.8.4.3 will be allocated exclusively and specially (the “Special Income Allocation Amount”) only to BEP. The balance (if any) of the Income for Canadian Tax Purposes (being the amount remaining after subtracting the Special Income Allocation Amount from the Income for Canadian Tax Purposes) will be allocated to all Partners in accordance with Sections 4.8.1 and 4.8.2. For greater certainty, the money or property received by BEP from the Partnership in connection with the purchase by the Partnership of Class A Units owned by BEP shall not be considered to be a “distribution” for the purposes of Sections 4.8.1 and 4.8.2. 4.8.5. Notwithstanding Sections 4.8.1 and 4.8.2, if in a given fiscal year of the Partnership the Partnership realizes a taxable capital gain in respect of foreign currency for Canadian Tax Purposes as a result of a distribution that is made by the Partnership to a Partner pursuant to clause (y) of the first sentence of Section 5.2.5 (a “Distribution Related Capital Gain”), which distribution is used to offset the repayment by the Partner of loan amounts previously advanced by the Partnership in the prior fiscal year of the Partnership to a Partner pursuant to clause (x) of the first sentence of Section 5.2.5, such Distribution Related Capital Gain for that fiscal year shall be allocated exclusively and specially only to the Partner that received such distribution. Notwithstanding Section 4.8.1 and 4.8.2, if in a given fiscal year of the Partnership the Partnership incurs an allowable capital loss in respect of foreign currency for Canadian Tax Purposes as a result of a distribution that is made by the Partnership to a Partner pursuant to clause (y) of the first sentence of Section 5.2.5 (a “Distribution Related Capital Loss”), which distribution is used to offset the repayment by the Partner of loan amounts previously advanced by the Partnership in the prior fiscal year of the Partnership to a Partner pursuant to clause (x) of the first sentence of Section 5.2.5, such Distribution Related Capital Loss for that fiscal year shall be allocated exclusively and specially only to the Partner that received such distribution. The Partnership’s Income for Canadian Tax Purposes and the Partnership’s Loss for Canadian Tax Purposes, as the case may be, for a fiscal year of the Partnership in which a special allocation of a Distribution Related Capital Gain or a Distribution Related Capital Loss is made pursuant to this Section 4.8.5 shall be adjusted in an appropriate manner to reflect such special allocation and the Partnership’s Income for Canadian Tax Purposes and the Partnership’s Loss for Canadian Tax Purposes, as the case may be and as so adjusted, shall be allocated in accordance with the applicable provisions of Section 4.8.

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 Managing 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. 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 as follows: (i) to the Preferred Unitholders in respect of Preferred Units held by them on each such date, such amount of the Income for Canadian Tax Purposes or Loss for Canadian Tax Purposes, as the case may be, as the Managing General Partner determines is reasonable in the circumstances having regard to such factors as the Managing General Partner considers to be relevant, including, the relative Capital Amount of the Preferred Units as compared to all other Units and the relative fair market value of the Preferred Units as compared to all other Units, and (ii) to the Partners other than in respect of Preferred Units the remaining amount of the Income for Canadian Tax Purposes or Loss for Canadian Tax Purposes, as the case may be, 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 Sections 4.8.1 and 4.8.2, the gain(s) for Canadian Tax Purposes realized by the Partnership on the disposition of the common shares of Brookfield Infrastructure Holdings (Canada) Inc. (the “CanHoldco Shares”) for any given fiscal year of the Partnership, in an aggregate amount equal to 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 computed in accordance with the Income Tax Act, will be allocated to the Initial Limited Partner (or to the Initial Limited Partner and any member of the BAM 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 Special General Partner if the Special General Partner is a member of the BAM Group at the time of allocation and no other members of the BAM Group hold any Partnership Interests of the Partnership (other than Managing General Partner Units) at such time or to the Managing General Partner if the Managing General Partner is a member of the BAM Group at the time of allocation and no other members of the BAM Group hold any Partnership Interests of the Partnership at such time); 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.