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 5.2.2.4 to 5.2.2.5 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 Sections 5.2.3 and 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 BREP until there has been distributed pursuant to this Section 5.2.2.1 an amount equal to the amount of BREP’s outlays and expenses for the Quarter properly incurred; 5.2.2.2 second, 100% to all Preferred Unitholders pro rata in proportion to their respective relative percentage of Preferred Units held (determined by reference to the aggregate value of the issue price of the Preferred Units held by each Preferred Unitholder relative to the aggregate value of the issue price of all Preferred Units then Outstanding) until there has been distributed pursuant to this Section 5.2.2.2 in respect of each Preferred Unit Outstanding as of the last day of such Quarter an amount equal to all preferential distributions to which the Preferred Unitholders are entitled under the terms of the Preferred Units then Outstanding (including any outstanding accrued and unpaid preferential distributions from prior periods); 5.2.2.3 third, 100% to all Partners other than Preferred Unitholders 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 Equity Unit Outstanding as of the last day of such Quarter an amount equal to the First Distribution Threshold; 5.2.2.4 fourth, (i) 85% to all the Partners other than Preferred Unitholders 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 5.2.2.4 in respect of each Equity 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 5.2.2.5 thereafter, (i) 75% to all Partners other than Preferred Unitholders pro rata in proportion to their respective Percentage Interests and (ii) 25% to the General Partner. 5.2.3. Notwithstanding Section 5.2.2, for any Quarter in which the General Partner determines, in its sole discretion, that all or any portion of any distribution to Preferred Unitholders should not paid until such later time as determined in accordance with the terms of such Preferred Units, the amount of such distribution (or portion thereof) to be paid at such later time shall be deducted from Available Cash for purposes of Section 5.2.2 and shall be distributed to such Preferred Unitholders at such later time. 5.2.4. Subject to the terms of any Preferred Units then Outstanding, 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: 5.2.4.1 first, to Partners other than Preferred Unitholders pro rata in proportion to the Unrecovered Capital Amounts attributable to the Equity Units and General Partner Units held by such Partners until the Unrecovered Capital Amount attributable to each Equity Unit and General Partner Unit is equal to zero; and 5.2.4.2 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 5.2.2.4 to 5.2.2.5 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 Sections 5.2.3 and 5.2.4, any distributions of Available Cash made by the Partnership with respect to any Quarter shall be distributed:distributed:‌ 5.2.2.1 first, 100% to BREP BEP until there has been distributed pursuant to this Section 5.2.2.1 an amount equal to the amount of BREPBEP’s outlays and expenses for the Quarter properly incurred;incurred;‌ 5.2.2.2 second, 100% to all Preferred Unitholders pro rata in proportion to their respective relative percentage of Preferred Units held (determined by reference to the aggregate value of the issue price of the Preferred Units held by each Preferred Unitholder relative to the aggregate value of the issue price of all Preferred Units then Outstanding) until there has been distributed pursuant to this Section 5.2.2.2 in respect of each Preferred Unit Outstanding as of the last day of such Quarter an amount equal to all preferential distributions to which the Preferred Unitholders are entitled under the terms of the Preferred Units then Outstanding (including any outstanding accrued and unpaid preferential distributions from prior periods);periods);‌ 5.2.2.3 third, 100% to all Partners other than Preferred Unitholders 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 Equity Unit Outstanding as of the last day of such Quarter an amount equal to the First Distribution Threshold;Threshold;‌ 5.2.2.4 fourth, (i) 85% to all the Partners other than Preferred Unitholders 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 5.2.2.4 in respect of each Equity 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; andand‌ 5.2.2.5 thereafter, (i) 75% to all Partners other than Preferred Unitholders pro rata in proportion to their respective Percentage Interests and (ii) 25% to the General Partner. Partner.‌ 5.2.3. Notwithstanding Section 5.2.2, for any Quarter in which the General Partner determines, in its sole discretion, that all or any portion of any distribution to Preferred Unitholders should not paid until such later time as determined in accordance with the terms of such Preferred Units, the amount of such distribution (or portion thereof) to be paid at such later time shall be deducted from Available Cash for purposes of Section 5.2.2 and shall be distributed to such Preferred Unitholders at such later time. 5.2.4. Subject to the terms of any Preferred Units then Outstanding, 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: 5.2.4.1 first, to Partners other than Preferred Unitholders pro rata in proportion to the Unrecovered Capital Amounts attributable to the Equity Units and General Partner Units held by such Partners until the Unrecovered Capital Amount attributable to each Equity Unit and General Partner Unit is equal to zero; and 5.2.4.2 thereafter, in accordance with Section 5.2.2.time.‌

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 5.2.2.2 to 5.2.2.4 to 5.2.2.5 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 Sections 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 BREP BBP until there has been distributed pursuant to this Section 5.2.2.1 an amount equal to the amount of BREPBBP’s outlays and expenses for the Quarter properly incurred; 5.2.2.2 second, 100% to all Preferred Unitholders pro rata in proportion to their respective relative percentage of Preferred Units held (determined by reference to the aggregate value of the issue price of the Preferred Units held by each Preferred Unitholder relative to the aggregate value of the issue price of all Preferred Units then Outstanding) until there has been distributed pursuant to this Section 5.2.2.2 in respect of each Preferred Unit Outstanding as of the last day of such Quarter an amount equal to all preferential distributions to which the Preferred Unitholders are entitled under the terms of the Preferred Units then Outstanding (including any outstanding accrued and unpaid preferential distributions from prior periods); 5.2.2.3 third, 100% to all Partners other than Preferred 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 Section 5.2.2.4) all amounts that have been deferred in previous Quarters pursuant to Section 5.2.3 and not yet recovered; 5.2.2.3 third, to the extent that Incentive Distribution Amounts have been deferred in previous Quarters, 100% to the Special Limited Partner until there an amount equal to the aggregate of all Incentive Distribution Amounts accrued in previous Quarters has been distributed distributed; 5.2.2.4 fourth, to all Partners pro rata in proportion to their respective Percentage Interest, up to the Regular Quarterly Distribution Amount per each Partnership Interest held by the applicable Partner; 5.2.2.5 fifth, to the Special Limited Partner until an amount equal to the Incentive Distribution Amount; and 5.2.2.6 thereafter, to all Partners pro rata in proportion to their respective Percentage Interests. 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 Incentive Distribution Amounts pursuant to this Section 5.2.2.3 or 5.2.2.5, the Managing General Partner may elect to pay all or a portion of the distribution pursuant to Section 5.2.2.3 or 5.2.2.5 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 or 5.2.2.5 in Redemption-Exchange Units divided by the Market Value of a BBP Unit on the date that the Special Limited Partner makes such election, provided that (A) any such election shall be made by 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 Equity Unit Outstanding as of the last day of such Quarter an amount equal to the First Distribution Threshold; 5.2.2.4 fourththen 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 (iA) 85% first, up to an amount not to exceed the then current distribution level to all the Partners other than Preferred Unitholders holding Managing General Partner Units pro rata in proportion to their respective Percentage Interests 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 Section 5.2.2.4, and (iiB) 15% to second, the General Partner until there has been distributed difference, if any, between the amounts distributable pursuant to this Section 5.2.2.4 such then current distribution level in respect of each Equity Redemption-Exchange Unit Outstanding as (after giving effect to clause (A) above) and the amount the Managing General Partner elects to defer pursuant to such level in respect 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 5.2.2.5 thereaftereach Redemption-Exchange Unit, (i) 75% to all Partners other than Preferred Unitholders holding Redemption-Exchange Units pro rata in proportion to their respective Percentage Interests and Interest (ii) 25% to the General Partner. 5.2.3. Notwithstanding Section 5.2.2which, 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 Section 5.2.2.4; and 5.2.3.3 in any Quarter in which the General Special Limited Partner determinesmay, in its sole discretion, that all or any portion waive the requirement to make distributions of any distribution to Preferred Unitholders should not paid until such later time as determined in accordance with the terms of such Preferred Units, the amount of such distribution (or portion thereof) to be paid at such later time shall be deducted from Available Cash for purposes of to the Special Limited Partner pursuant to Section 5.2.2 and shall be distributed to such Preferred Unitholders at such later time5.2.2.5. 5.2.4. Subject to the terms of any Preferred Units then Outstanding, Available Cash that is deemed by the Managing General Partner to be cash from Interim Capital Transactions and representative of unrecovered capital (“Capital Surplus”) shall be distributed: 5.2.4.1 first, to Partners other than Preferred Unitholders pro rata in proportion to the Unrecovered Capital Amounts attributable to the Equity Units and Managing General Partner Units held by such Partners until the Unrecovered Capital Amount attributable to each Equity Unit and Managing General Partner Unit is equal to zero; and 5.2.4.2 thereafter, in accordance with Section 5.2.2.

Distributions Prior to Dissolution. 5.2.1. 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 5.2.2.4 to 5.2.2.5 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. 5.2.2 Subject to Sections 5.2.3 and 5.2.4Section 5.2.3, any distributions of Available Cash made by the Partnership with respect to any Quarter shall be distributed: 5.2.2.1 first, 100% to BREP BIP until there has been distributed pursuant to this Section 5.2.2.1 an amount equal to the amount of BREPBIP’s outlays and expenses for the Quarter properly incurred; 5.2.2.2 second, 100% to all Preferred Unitholders pro rata in proportion to their respective relative percentage of Preferred Units held (determined by reference to the aggregate value of the issue price of the Preferred Units held by each Preferred Unitholder relative to the aggregate value of the issue price of all Preferred Units then Outstanding) until there has been distributed pursuant to this Section 5.2.2.2 in respect of each Preferred Unit Outstanding as of the last day of such Quarter an amount equal to all preferential distributions to which the Preferred Unitholders are entitled under the terms of the Preferred Units then Outstanding (including any outstanding accrued and unpaid preferential distributions from prior periods); 5.2.2.3 third, 100% to all Partners other than Preferred Unitholders 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 Equity Unit Outstanding as of the last day of such Quarter an amount equal to the First Distribution Threshold; 5.2.2.4 fourth, (i) 85% to all the Partners other than Preferred Unitholders pro rata in proportion to their respective Percentage Interests and (ii) 15% to the General Special Limited Partner until there has been distributed pursuant to this Section 5.2.2.4 in respect of each Equity 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 5.2.2.5 thereafter, (i) 75% to all Partners other than Preferred Unitholders pro rata in proportion to their respective Percentage Interests and (ii) 25% to the General Special Limited Partner. 5.2.3. Notwithstanding Section 5.2.2, for any Quarter in which the General Partner determines, in its sole discretion, that all or any portion of any distribution to Preferred Unitholders should not paid until such later time as determined in accordance with the terms of such Preferred Units, the amount of such distribution (or portion thereof) to be paid at such later time shall be deducted from Available Cash for purposes of Section 5.2.2 and shall be distributed to such Preferred Unitholders at such later time. 5.2.4. 5.2.3 Subject to the terms of any Preferred Units then Outstanding, Available Cash that is deemed by the Managing General Partner to be cash from Interim Capital Transactions and representative of unrecovered capital (“Capital Surplus”) shall be distributed: 5.2.4.1 5.2.3.1 first, to Partners other than Preferred Unitholders pro rata in proportion to the Unrecovered Capital Amounts attributable to the Equity Units and Managing General Partner Units held by such Partners until the Unrecovered Capital Amount attributable to each Equity Unit and Managing General Partner Unit is equal to zero; and 5.2.4.2 5.2.3.2 thereafter, in accordance with Section 5.2.2.

Distributions Prior to Dissolution. 5.2.1. 5.2.1 Prior to the dissolution of the Partnership pursuant to Section 16.117.1, distributions of Available Cash shall be made pursuant to this Section 5.2. Any distribution to the General Partner pursuant to Sections 5.2.2.4 to 5.2.2.5 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. 5.2.2 Subject to Sections 5.2.3 and 5.2.4Section 5.2.3, any distributions of Available Cash made by the Partnership with respect to any Quarter shall be distributed: 5.2.2.1 first, 100% to BREP BIP until there has been distributed pursuant to this Section 5.2.2.1 an amount equal to the amount of BREPBIP’s outlays and expenses for the Quarter properly incurred; 5.2.2.2 second, 100% to all Preferred Unitholders pro rata in proportion to their respective relative percentage of Preferred Units held (determined by reference to the aggregate value of the issue price of the Preferred Units held by each Preferred Unitholder relative to the aggregate value of the issue price of all Preferred Units then Outstanding) until there has been distributed pursuant to this Section 5.2.2.2 in respect of each Preferred Unit Outstanding as of the last day of such Quarter an amount equal to all preferential distributions to which the Preferred Unitholders are entitled under the terms of the Preferred Units then Outstanding (including any outstanding accrued and unpaid preferential distributions from prior periods); 5.2.2.3 third, 100% to all Partners other than Preferred Unitholders 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 Equity Unit Outstanding as of the last day of such Quarter an amount equal to the First Distribution Threshold; 5.2.2.4 fourth, (i) 85% to all the Partners other than Preferred Unitholders pro rata in proportion to their respective Percentage Interests and (ii) 15% to the Special General Partner until there has been distributed pursuant to this Section 5.2.2.4 in respect of each Equity 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 5.2.2.5 thereafter, (i) 75% to all Partners other than Preferred Unitholders pro rata in proportion to their respective Percentage Interests and (ii) 25% to the Special General Partner. Any distribution to the Special General Partner pursuant to Sections 5.2.2.4 and 5.2.2.5 shall be made to the Special General Partner in its capacity as a Special General Partner and without regard to the number of Special General Partner Units held by the Special General Partner. 5.2.3. Notwithstanding Section 5.2.2, for any Quarter in which the General Partner determines, in its sole discretion, that all or any portion of any distribution to Preferred Unitholders should not paid until such later time as determined in accordance with the terms of such Preferred Units, the amount of such distribution (or portion thereof) to be paid at such later time shall be deducted from Available Cash for purposes of Section 5.2.2 and shall be distributed to such Preferred Unitholders at such later time. 5.2.4. 5.2.3 Subject to the terms of any Preferred Units then Outstanding, Available Cash that is deemed by the Managing General Partner to be cash from Interim Capital Transactions and representative of unrecovered capital (“Capital Surplus”) shall be distributed: 5.2.4.1 5.2.3.1 first, to Partners other than Preferred Unitholders pro rata in proportion to the Unrecovered Capital Amounts attributable to the Equity Units and Managing General Partner Units held by such Partners until the Unrecovered Capital Amount attributable to each Equity Unit and Managing General Partner Unit is equal to zero; and 5.2.4.2 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 Special Limited Partner pursuant to Sections 5.2.2.2 to 5.2.2.4 to 5.2.2.5 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 Sections 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 BREP BBP until there has been distributed pursuant to this Section 5.2.2.1 an amount equal to the amount of BREPBBP’s outlays and expenses for the Quarter properly incurred; 5.2.2.2 second, 100% to all Preferred Unitholders pro rata in proportion to their respective relative percentage of Preferred Units held (determined by reference to the aggregate value of the issue price of the Preferred Units held by each Preferred Unitholder relative to the aggregate value of the issue price of all Preferred Units then Outstanding) until there has been distributed pursuant to this Section 5.2.2.2 in respect of each Preferred Unit Outstanding as of the last day of such Quarter an amount equal to all preferential distributions to which the Preferred Unitholders are entitled under the terms of the Preferred Units then Outstanding (including any outstanding accrued and unpaid preferential distributions from prior periods); 5.2.2.3 third, 100% to all Partners other than Preferred 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 Section 5.2.2.4) all amounts that have been deferred in previous Quarters pursuant to Section 5.2.3 and not yet recovered; 5.2.2.3 third, to the extent that Incentive Distribution Amounts have been deferred in previous Quarters, 100% to the Special Limited Partner until there an amount equal to the aggregate of all Incentive Distribution Amounts accrued in previous Quarters has been distributed distributed; 5.2.2.4 fourth, to all Partners pro rata in proportion to their respective Percentage Interest, up to the Regular Quarterly Distribution Amount per each Partnership Interest held by the applicable Partner; 5.2.2.5 fifth, to the Special Limited Partner until an amount equal to the Incentive Distribution Amount; and 5.2.2.6 thereafter, to all Partners pro rata in proportion to their respective Percentage Interests. 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 Incentive Distribution Amounts pursuant to this Section 5.2.2.3 or 5.2.2.5, the Managing General Partner may elect to pay all or a portion of the distribution pursuant to Section 5.2.2.3 or 5.2.2.5 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 or 5.2.2.5 in Redemption-Exchange Units divided by the Market Value of a BBP Unit on the date that the Special Limited Partner makes such election, provided that (A) any such election shall be made by 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 Equity Unit Outstanding as of the last day of such Quarter an amount equal to the First Distribution Threshold; 5.2.2.4 fourththen 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 (iA) 85% first, up to an amount not to exceed the then current distribution level to all the Partners other than Preferred Unitholders holding Managing General Partner Units pro rata in proportion to their respective Percentage Interests 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 Section 5.2.2.4, and (iiB) 15% to second, the General Partner until there has been distributed difference, if any, between the amounts distributable pursuant to this Section 5.2.2.4 such then current distribution level in respect of each Equity Redemption-Exchange Unit Outstanding as (after giving effect to clause (A) above) and the amount the Managing General Partner elects to defer pursuant to such level in respect 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 5.2.2.5 thereaftereach Redemption-Exchange Unit, (i) 75% to all Partners other than Preferred Unitholders holding Redemption-Exchange Units pro rata in proportion to their respective Percentage Interests and Interest (ii) 25% to the General Partner. 5.2.3. Notwithstanding Section 5.2.2which, 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 Section 5.2.2.4; and 5.2.3.3 in any Quarter in which the General Special Limited Partner determinesmay, in its sole discretion, that all or any portion waive the requirement to make distributions of any distribution to Preferred Unitholders should not paid until such later time as determined in accordance with the terms of such Preferred Units, the amount of such distribution (or portion thereof) to be paid at such later time shall be deducted from Available Cash for purposes of to the Special Limited Partner pursuant to Section 5.2.2 and shall be distributed to such Preferred Unitholders at such later time5.2.2.5. 5.2.4. Subject to the terms of any Preferred Units then Outstanding, Available Cash that is deemed by the Managing General Partner to be cash from Interim Capital Transactions and representative of unrecovered capital (“Capital Surplus”) shall be distributed: 5.2.4.1 first, to Partners other than Preferred Unitholders pro rata in proportion to the Unrecovered Capital Amounts attributable to the Equity Units and Managing General Partner Units held by such Partners until the Unrecovered Capital Amount attributable to each Equity Unit and Managing General Partner Unit is equal to zero; and 5.2.4.2 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 5.2.2.3 to 5.2.2.4 to 5.2.2.5 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 Sections 5.2.3 and 5.2.4Section 5.2.3, any distributions of Available Cash made by the Partnership with respect to any Quarter shall be distributed: 5.2.2.1 first, 100% to BREP until there has been distributed pursuant to this Section 5.2.2.1 an amount equal to the amount of BREP’s outlays and expenses for the Quarter properly incurred; 5.2.2.2 second, 100% to all Preferred Unitholders pro rata in proportion to their respective relative percentage of Preferred Units held (determined by reference to the aggregate value of the issue price of the Preferred Units held by each Preferred Unitholder relative to the aggregate value of the issue price of all Preferred Units then Outstanding) until there has been distributed pursuant to this Section 5.2.2.2 in respect of each Preferred Unit Outstanding as of the last day of such Quarter an amount equal to all preferential distributions to which the Preferred Unitholders are entitled under the terms of the Preferred Units then Outstanding (including any outstanding accrued and unpaid preferential distributions from prior periods); 5.2.2.3 third, 100% to all Partners other than Preferred Unitholders pro rata in proportion to their respective Percentage Interests until there has been distributed pursuant to this Section 5.2.2.3 5.2.2.2 in respect of each Equity Unit Outstanding as of the last day of such Quarter an amount equal to the First Distribution Threshold; 5.2.2.4 fourth5.2.2.3 third, (i) 85% to all the Partners other than Preferred Unitholders pro rata in proportion to their respective Percentage Interests and and, (ii) 15% to the General Partner until there has been distributed pursuant to this Section 5.2.2.4 5.2.2.3 in respect of each Equity Unit Outstanding as of the last day of such Quarter an amount equal to the excess of (ax) the Second Distribution Threshold over (by) the First Distribution Threshold; and 5.2.2.5 5.2.2.4 thereafter, (i) 75% to all Partners other than Preferred Unitholders pro rata in proportion to their respective Percentage Interests and and, (ii) 25% to the General Partner. 5.2.3. Notwithstanding Section 5.2.2, for any Quarter in which the General Partner determines, in its sole discretion, that all or any portion of any distribution to Preferred Unitholders should not paid until such later time as determined in accordance with the terms of such Preferred Units, the amount of such distribution (or portion thereof) to be paid at such later time shall be deducted from Available Cash for purposes of Section 5.2.2 and shall be distributed to such Preferred Unitholders at such later time. 5.2.4. Subject to the terms of any Preferred Units then Outstanding, 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: 5.2.4.1 5.2.3.1 first, to Partners other than Preferred Unitholders pro rata in proportion to the Unrecovered Capital Amounts attributable to the Equity Units and General Partner Units held by such the Partners until the Unrecovered Capital Amount attributable to each Equity Unit and General Partner Unit is equal to zero; and 5.2.4.2 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 5.2.2.4 to 5.2.2.5 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 Sections 5.2.3 and 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 BREP BEP until there has been distributed pursuant to this Section 5.2.2.1 an amount equal to the amount of BREPBEP’s outlays and expenses for the Quarter properly incurred; 5.2.2.2 second, 100% to all Preferred Unitholders pro rata in proportion to their respective relative percentage of Preferred Units held (determined by reference to the aggregate value of the issue price of the Preferred Units held by each Preferred Unitholder relative to the aggregate value of the issue price of all Preferred Units then Outstanding) until there has been distributed pursuant to this Section 5.2.2.2 in respect of each Preferred Unit Outstanding as of the last day of such Quarter an amount equal to all preferential distributions to which the Preferred Unitholders are entitled under the terms of the Preferred Units then Outstanding (including any outstanding accrued and unpaid preferential distributions from prior periods); 5.2.2.3 third, 100% to all Partners other than Preferred Unitholders 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 Equity Unit Outstanding as of the last day of such Quarter an amount equal to the First Distribution Threshold; 5.2.2.4 fourth, (i) 85% to all the Partners other than Preferred Unitholders 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 5.2.2.4 in respect of each Equity 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 5.2.2.5 thereafter, (i) 75% to all Partners other than Preferred Unitholders pro rata in proportion to their respective Percentage Interests and (ii) 25% to the General Partner. 5.2.3. Notwithstanding Section 5.2.2, for any Quarter in which the General Partner determines, in its sole discretion, that all or any portion of any distribution to Preferred Unitholders should not paid until such later time as determined in accordance with the terms of such Preferred Units, the amount of such distribution (or portion thereof) to be paid at such later time shall be deducted from Available Cash for purposes of Section 5.2.2 and shall be distributed to such Preferred Unitholders at such later time. 5.2.4. Subject to the terms of any Preferred Units then Outstanding, 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: 5.2.4.1 first, to Partners other than Preferred Unitholders pro rata in proportion to the Unrecovered Capital Amounts attributable to the Equity Units and General Partner Units held by such Partners until the Unrecovered Capital Amount attributable to each Equity Unit and General Partner Unit is equal to zero; and 5.2.4.2 thereafter, in accordance with Section 5.2.2. 5.2.5. Notwithstanding anything to the contrary in Section 5.2.2, any Partner may, in lieu of receiving one or more (the “Selected Distributions”) of the distributions described therein at the times indicated in this Agreement, choose to (x) be loaned an amount from the Partnership equal to the amount of any Selected Distribution, net of any applicable withholdings that would be applicable to such distribution if made pursuant to the foregoing provisions of Section 5.2.2, and (y) have the distribution of the Selected Distribution (net of any applicable withholdings) made to it on the first (1st) Business Day following the end of the fiscal year in which such distribution(s) would otherwise have been made in accordance with this Agreement. Each such loan made in a fiscal year will be denominated in U.S. Dollars, will not bear interest and will be due and payable in full on the first (1st) Business Day following the end of the fiscal year during which such loan was made. For greater certainty, if a Partner who has received such a loan in a fiscal year ceases to be a Partner of the Partnership, it shall still receive a distribution pursuant to clause (y) of the immediately preceding sentence on the first (1st) Business Day following the end of that fiscal year. With respect to amounts required to be distributed to a Partner pursuant to clause (y) of the first sentence of this Section 5.2.5, whether or not such Person has ceased to be a Partner at any time after the making of a loan to that Person, such Person shall be deemed to have irrevocably directed that the amount of any such net distribution be applied to offset such Person’s repayment of the corresponding loan amount previously advanced under clause (x) of the first sentence of this Section 5.2.5. For greater certainty, any distributions made pursuant to clause (y) of the first sentence of this Section 5.2.5 that are offset against loan amounts previously advanced pursuant to clause (x) of the first sentence of this Section 5.2.5 shall be made without further reference to the distribution waterfall set forth in Section 5.2.2. A distribution made pursuant to clause (y) of the first sentence of this Section 5.2.5 shall be considered for all purposes (including for purposes of the calculation under Section 5.2.2.4) to have been paid and received at the time of the making and receipt of the corresponding loan made pursuant to clause (x) of the first sentence of this Section 5.2.5 and not on the first (1st) Business Day following the end of the fiscal year in which such loan was made.

Distributions Prior to Dissolution. 5.2.1. 5.2.1 Prior to the dissolution of the Partnership pursuant to Section 16.117.1, distributions of Available Cash shall be made pursuant to this Section 5.2. Any distribution to the General Partner pursuant to Sections 5.2.2.4 to 5.2.2.5 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. 5.2.2 Subject to Sections 5.2.3 and 5.2.4Section 5.2.3, any distributions of Available Cash made by the Partnership with respect to any Quarter shall be distributed: 5.2.2.1 first, 100% to BREP BIP until there has been distributed pursuant to this Section 5.2.2.1 an amount equal to the amount of BREPBIP’s outlays and expenses for the Quarter properly incurred; 5.2.2.2 second, 100% to all Preferred Unitholders pro rata in proportion to their respective relative percentage of Preferred Units held (determined by reference to the aggregate value of the issue price of the Preferred Units held by each Preferred Unitholder relative to the aggregate value of the issue price of all Preferred Units then Outstanding) until there has been distributed pursuant to this Section 5.2.2.2 in respect of each Preferred Unit Outstanding as of the last day of such Quarter an amount equal to all preferential distributions to which the Preferred Unitholders are entitled under the terms of the Preferred Units then Outstanding (including any outstanding accrued and unpaid preferential distributions from prior periods); 5.2.2.3 third, 100% to all Partners other than Preferred Unitholders 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 Equity Unit Outstanding as of the last day of such Quarter an amount equal to the First Distribution Threshold; 5.2.2.4 fourth, (i) 85% to all the Partners other than Preferred Unitholders pro rata in proportion to their respective Percentage Interests and (ii) 15% to the Special General Partner until there has been distributed pursuant to this Section 5.2.2.4 in respect of each Equity 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 5.2.2.5 thereafter, (i) 75% to all Partners other than Preferred Unitholders pro rata in proportion to their respective Percentage Interests and (ii) 25% to the Special General Partner. Any distribution to the Special General Partner pursuant to Sections 5.2.2.4 and 5.2.2.5 shall be made to the Special General Partner in its capacity as a Special General Partner and without regard to the number of Special General Partner Units held by the Special General Partner. 5.2.3. Notwithstanding Section 5.2.2, for any Quarter in which the General Partner determines, in its sole discretion, that all or any portion of any distribution to Preferred Unitholders should not paid until such later time as determined in accordance with the terms of such Preferred Units, the amount of such distribution (or portion thereof) to be paid at such later time shall be deducted from Available Cash for purposes of Section 5.2.2 and shall be distributed to such Preferred Unitholders at such later time. 5.2.4. 5.2.3 Subject to the terms of any Preferred Units then Outstanding, Available Cash that is deemed by the Managing General Partner to be cash from Interim Capital Transactions and representative of unrecovered capital (“Capital Surplus”) shall be distributed: 5.2.4.1 5.2.3.1 first, to Partners other than Preferred Unitholders pro rata in proportion to the Unrecovered Capital Amounts attributable to the Equity Units and Managing General Partner Units held by such Partners until the Unrecovered Capital Amount attributable to each Equity Unit and Managing General Partner Unit is equal to zero; and 5.2.4.2 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 Special Limited Partner pursuant to Sections 5.2.2.2 to 5.2.2.4 to 5.2.2.5 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 Sections 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 BREP BBP until there has been distributed pursuant to this Section 5.2.2.1 an amount equal to the amount of BREPBBP’s outlays and expenses for the Quarter properly incurred; 5.2.2.2 second, 100% to all Preferred Unitholders pro rata in proportion to their respective relative percentage of Preferred Units held (determined by reference to the aggregate value of the issue price of the Preferred Units held by each Preferred Unitholder relative to the aggregate value of the issue price of all Preferred Units then Outstanding) until there has been distributed pursuant to this Section 5.2.2.2 in respect of each Preferred Unit Outstanding as of the last day of such Quarter an amount equal to all preferential distributions to which the Preferred Unitholders are entitled under the terms of the Preferred Units then Outstanding (including any outstanding accrued and unpaid preferential distributions from prior periods); 5.2.2.3 third, 100% to all Partners other than Preferred 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 Section 5.2.2.4) all amounts that have been deferred in previous Quarters pursuant to Section 5.2.3 and not yet recovered; 5.2.2.3 third, to the extent that Incentive Distribution Amounts have been deferred in previous Quarters, 100% to the Special Limited Partner until there an amount equal to the aggregate of all Incentive Distribution Amounts accrued in previous Quarters has been distributed distributed; 5.2.2.4 fourth, to all Partners pro rata in proportion to their respective Percentage Interest, up to the Regular Quarterly Distribution Amount per each Partnership Interest held by the applicable Partner; 5.2.2.5 fifth, to the Special Limited Partner until an amount equal to the Incentive Distribution Amount; and 5.2.2.6 thereafter, to all Partners pro rata in proportion to their respective Percentage Interests. 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 Incentive Distribution Amounts pursuant to this Section 5.2.2.3 or 5.2.2.5, the Managing General Partner may elect to pay all or a portion of the distribution pursuant to Section 5.2.2.3 or 5.2.2.5 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 or 5.2.2.5 in Redemption-Exchange Units divided by the Market Value of a BBP Unit on the date that the Special Limited Partner makes such election, provided that (A) any such election shall be made by 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 Equity Unit Outstanding as of the last day of such Quarter an amount equal to the First Distribution Threshold; 5.2.2.4 fourththen 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 (iA) 85% first, up to an amount not to exceed the then current distribution level to all the Partners other than Preferred Unitholders holding Managing General Partner Units pro rata in proportion to their respective Percentage Interests 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 Section 5.2.2.4, and (iiB) 15% to second, the General Partner until there has been distributed difference, if any, between the amounts distributable pursuant to this Section 5.2.2.4 such then current distribution level in respect of each Equity Redemption-Exchange Unit Outstanding as (after giving effect to clause (A) above) and the amount the Managing General Partner elects to defer pursuant to such level in respect 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 5.2.2.5 thereaftereach Redemption-Exchange Unit, (i) 75% to all Partners other than Preferred Unitholders holding Redemption- Exchange Units pro rata in proportion to their respective Percentage Interests and Interest (ii) 25% to the General Partner. 5.2.3. Notwithstanding Section 5.2.2which, 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 Section 5.2.2.4; and 5.2.3.3 in any Quarter in which the General Special Limited Partner determinesmay, in its sole discretion, that all or any portion waive the requirement to make distributions of any distribution to Preferred Unitholders should not paid until such later time as determined in accordance with the terms of such Preferred Units, the amount of such distribution (or portion thereof) to be paid at such later time shall be deducted from Available Cash for purposes of to the Special Limited Partner pursuant to Section 5.2.2 and shall be distributed to such Preferred Unitholders at such later time5.2.2.5. 5.2.4. Subject to the terms of any Preferred Units then Outstanding, Available Cash that is deemed by the Managing General Partner to be cash from Interim Capital Transactions and representative of unrecovered capital (“Capital Surplus”) shall be distributed: 5.2.4.1 first, to Partners other than Preferred Unitholders pro rata in proportion to the Unrecovered Capital Amounts attributable to the Equity Units and Managing General Partner Units held by such Partners until the Unrecovered Capital Amount attributable to each Equity Unit and Managing General Partner Unit is equal to zero; and 5.2.4.2 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 Special Limited Partner pursuant to Sections 5.2.2.4 5.2.2.5 to 5.2.2.5 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 Sections 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 BREP BPY until there has been distributed pursuant to this Section 5.2.2.1 an amount equal to the amount of BREPBPY’s outlays and expenses for the Quarter properly incurred; 5.2.2.2 second, 100% to all Preferred Redemption-Exchange Unitholders pro rata in proportion to their respective relative percentage Percentage Interests (which, for purposes of Preferred this Section 5.2.2.2, will be calculated using Redemption-Exchange Units held only) (determined by reference to the aggregate value of the issue price of the Preferred Units held by each Preferred Unitholder relative to the aggregate value of the issue price of all Preferred Units then Outstanding) until there has which distribution will be treated as having been distributed made pursuant to this Sections 5.2.2.4 or 5.2.2.5, as applicable) all amounts that have been deferred in previous Quarters pursuant to Section 5.2.2.2 in respect of each Preferred Unit Outstanding as of the last day of such Quarter an amount equal to all preferential distributions to which the Preferred Unitholders are entitled under the terms of the Preferred Units then Outstanding (including any outstanding accrued 5.2.3 and unpaid preferential distributions from prior periods)not yet recovered; 5.2.2.3 third, 100% to the 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 other than Preferred Unitholders 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 Equity Unit Outstanding as of the last day of such Quarter an amount equal to the First Distribution Threshold; 5.2.2.4 fourth5.2.2.5 fifth, (i) 85% to all the Partners other than Preferred Unitholders pro rata in proportion to their respective Percentage Interests and (ii) 15% to the General Special Limited Partner until there has been distributed pursuant to this Section 5.2.2.4 5.2.2.5 in respect of each Equity 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 5.2.2.5 5.2.2.6 thereafter, (i) 75% to all Partners other than Preferred Unitholders pro rata in proportion to their respective Percentage Interests and (ii) 25% to the General 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, that 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 any a portion of any the distribution pursuant to Preferred Unitholders should not paid until such later time as determined Section 5.2.2.3 in accordance with the terms of such Preferred Units, Redemption-Exchange Units equal to the amount of such distribution (or portion thereof) in cash that the Special Limited Partner has elected to be paid at 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 later time election, provided that (A) any such election shall be deducted from 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 for purposes to distribute in respect of Section 5.2.2 and shall be distributed 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 Preferred Unitholders at such later time. 5.2.4. Subject level in respect of each Redemption-Exchange Unit and instead distribute (A) first, up to an amount not to exceed the terms of any Preferred Units then Outstanding, Available Cash that is deemed by the current distribution level to all Partners holding Managing General Partner to be cash from Interim Capital Transactions and representative of unrecovered capital (“Capital Surplus”) shall be distributed: 5.2.4.1 first, to Partners other than Preferred Unitholders Units pro rata in proportion to the Unrecovered Capital Amounts attributable to the Equity Units and their respective Percentage Interest (which, for purposes of this Section 5.2.3.2, will be calculated using Managing General Partner Units held by such Partners until the Unrecovered Capital Amount attributable only) which distribution will be treated as having been made to each Equity Unit and 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 is equal (after giving effect to zeroclause (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 5.2.4.2 thereafter5.2.3.3 in any Quarter the Special Limited Partner may, in accordance with Section 5.2.2its 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.