Common use of Circular Clause in Contracts

Circular. (a) The Corporation will prepare and file, in consultation with the Purchaser and its advisors, the Circular and Schedule 13E-3 in all jurisdictions where the same is required and mail the Circular to the Corporation Securityholders as required under applicable Laws and the Interim Order. (b) The Corporation shall ensure that each of the Circular and the Schedule 13E-3 complies in all material respects with all applicable Laws, and, without limiting the generality of the foregoing, that the Circular and the Schedule 13E-3 will not contain any Misrepresentation (other than in each case with respect to any information relating to the Purchaser Parties), and shall provide Corporation Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Shareholders’ Meeting. (c) The Circular will include the unanimous recommendation of the Unconflicted Board of Directors that Corporation Shareholders vote in favour of the Arrangement Resolution. (d) The Purchaser will furnish to the Corporation all such information regarding the Purchaser Parties as may be required by the Interim Order or applicable Laws or as may be reasonably required by the Corporation in the preparation of the Circular and the Schedule 13E-3 for inclusion in the Circular and the Schedule 13E-3 and in any amendments or supplements to such documents or other documents related thereto; in particular, in order to assist the Corporation in calculating the paid-up capital of the common shares in the capital of the Corporation for purposes of the Tax Act, the Purchaser will furnish to the Corporation promptly following the date hereof the paid-up capital for purposes of the Tax Act of the common shares in the capital of the Corporation immediately prior to the merger completed on March 31, 2011 in accordance with the Agreement and Plan of Merger and Contribution, dated as of October 4, 2010, among Brookfield Homes Corporation, the Corporation, Brookfield Residential Acquisition Corp. and Brookfield Properties Corporation. The Purchaser shall ensure that no such information will contain any Misrepresentation. The Purchaser shall indemnify and save harmless the Corporation, its subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation, any subsidiary of the Corporation or any of their respective Representatives may be subject or may suffer, in any way caused by, or arising directly or indirectly, from or in consequence of (a) any Misrepresentation or alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) included in the Circular or Schedule 13E-3 that is provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3 and (b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) and provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3. The Corporation hereby confirms that it is acting as agent on behalf of the individuals specified in this Section 2.4(d). (e) The Purchaser and its advisors shall be given a reasonable opportunity to review and comment on the Circular and Schedule 13E-3, prior to the Circular being printed and mailed to the Corporation Securityholders and the Circular and Schedule 13E-3 being filed, and reasonable consideration shall be given to any comments made by the Purchaser and its advisors, provided that all information relating solely to the Purchaser Parties included in the Circular and Schedule 13E-3 shall be in form and substance satisfactory to Brookfield, acting reasonably. The Corporation shall provide the Purchaser with a final copy of the Circular prior to the mailing to the Corporation Securityholders.

Circular. (a) The Corporation will prepare and fileOn or before the date that is four (4) Business Days following the date that Adenyo obtains the Interim Order, Adenyo shall, in consultation compliance with all Applicable Law and in accordance with the Purchaser requirements of Section 2.4(c) below (i) prepare the Circular, together with any other documents required by Applicable Law to be filed or prepared by Adenyo in connection with the Special Meeting, (ii) convene a meeting of the Board to approve the Circular, and its advisors, (iii) cause the Circular and Schedule 13E-3 other documentation required in all jurisdictions where connection with the same is required and mail Special Meeting to be sent to Shareholders, the Circular to Director, each of the Corporation Securityholders as required under applicable Laws directors of Adenyo and the Interim Orderauditor of Adenyo. (b) The Corporation Adenyo shall ensure that each of the Circular and the Schedule 13E-3 complies in all material respects with all applicable Laws, Applicable Law and, without limiting the generality of the foregoing, that the Circular and the Schedule 13E-3 will does not contain any Misrepresentation “misrepresentation” (as such term is defined in the Securities Act (Ontario), as amended) (a “Misrepresentation”) (other than in each case with respect to any information relating provided in writing by Parent or its external counsel for the purpose of inclusion in the Circular). Each of Parent and Adenyo agrees to co-operate and to promptly correct any Misrepresentation contained in the Circular, by the preparation of a supplement or amendment to the Purchaser Parties)Circular, press release or such other document, as the case may be, that corrects the Misrepresentation or effects such supplement or amendment, and Adenyo will cause the same to be distributed or disseminated to the Shareholders, the Board, the auditors of Adenyo, and the Director in accordance with Applicable Law and in compliance with the Interim Order. Without limiting the generality of the foregoing, Adenyo shall provide Corporation ensure that the Circular provides Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Shareholders’ Special Meeting. (c) The Circular will include the unanimous recommendation of the Unconflicted Board of Directors that Corporation Shareholders vote in favour of the Arrangement Resolution. (d) The Purchaser will furnish . Prior to the Corporation all such information regarding the Purchaser Parties as may be required by the Interim Order or applicable Laws or as may be reasonably required by the Corporation in the preparation of the Circular and the Schedule 13E-3 for inclusion in the Circular and the Schedule 13E-3 and in any amendments or supplements Effective Date, Adenyo agrees to such documents or other documents related thereto; in particular, in order to assist the Corporation in calculating the paid-up capital of the common shares in the capital of the Corporation for purposes of the Tax Act, the Purchaser will furnish to the Corporation promptly following the date hereof the paid-up capital for purposes of the Tax Act of the common shares in the capital of the Corporation immediately prior to the merger completed on March 31, 2011 in accordance with the Agreement and Plan of Merger and Contribution, dated as of October 4, 2010, among Brookfield Homes Corporation, the Corporation, Brookfield Residential Acquisition Corp. and Brookfield Properties Corporation. The Purchaser shall ensure that no such information will contain any Misrepresentation. The Purchaser shall indemnify and save harmless the CorporationParent, its subsidiaries Subsidiaries, and their respective Representatives directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages damages, and expenses to which the Corporation, any subsidiary of the Corporation or any of their respective Representatives them may be subject or may suffer, suffer that results from any Misrepresentation or alleged Misrepresentation in the Circular (other than any such Misrepresentation in any way caused byinformation with respect to Parent or a Buyer included in the Circular and that is provided in writing by or on behalf of Parent or such Buyer for the purpose of inclusion in the Circular). Prior to the Effective Date, Parent agrees to indemnify and save harmless Adenyo, its Subsidiaries, and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages, and expenses to which any of them may be subject or arising directly or indirectly, may suffer that results from or in consequence of (a) any Misrepresentation or alleged Misrepresentation in any information related with respect to the Purchaser, Brookfield Parent or its affiliates (other than information related to the Corporation) a Buyer included in the Circular or Schedule 13E-3 and that is provided in writing by the Purchaser or its Representatives on behalf of Parent or such Buyer for the purpose of inclusion in the Circular or Schedule 13E-3 and (b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) and provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3. The Corporation hereby confirms that it is acting as agent on behalf of the individuals specified in this Section 2.4(d)Circular. (ec) The Purchaser Circular shall include (i) a statement that the Board has unanimously determined that the Arrangement is in the best interests of Adenyo and its advisors the Shareholders, (ii) the unanimous recommendation of the Board that the Shareholders vote in favour of the Arrangement Resolution, and (iii) a statement that each director of Adenyo and each of the officers of Adenyo intends to vote all of such director’s or officer’s Adenyo Shares in favour of the Arrangement Resolution. (d) The Parties shall be given co-operate in the preparation of the Circular. Adenyo shall provide Buyers and Parent and their legal counsel with a reasonable opportunity to review and comment on the Circular and Schedule 13E-3, prior to its approval by the Circular being printed Board and mailed mailing to the Corporation Securityholders Shareholders, and the Circular and Schedule 13E-3 being filed, and reasonable consideration shall be given to any comments made by the Purchaser and its advisors, provided that all information relating solely to the Purchaser Parties included in the Circular and Schedule 13E-3 shall be in form and substance content satisfactory to BrookfieldBuyers and Parent, acting reasonably. The Corporation Adenyo shall provide the Purchaser Buyers and Parent with a final copy of the Circular prior to the mailing of such Circular to the Corporation SecurityholdersShareholders.

Circular. (a1) The Corporation will shall, as promptly as reasonably practicable, prepare and filecomplete, in consultation with the Purchaser and its advisorsPurchaser, the Circular together with any other documents required by Law in connection with the Meeting and Schedule 13E-3 in all jurisdictions where the same is required Arrangement, and mail the Circular to the Corporation Securityholders shall, as required under applicable Laws and promptly as reasonably practicable after obtaining the Interim Order, cause the Circular and such other documents to be filed and sent to each Shareholder and other Person as required by the Interim Order and Law, in each case so as to permit the Meeting to be held by the date specified in Section 2.3(1), provided that Purchaser shall have complied with Section 2.4(4). (b2) The Corporation shall ensure that each of the Circular and the Schedule 13E-3 complies in all material respects with all applicable LawsLaw, anddoes not contain any Misrepresentation (other than, without in each case, with respect to any information furnished by Purchaser, its affiliates and their respective Representatives for inclusion in the Circular, as applicable), and provides Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Meeting. Without limiting the generality of the foregoing, the Circular must include: (i) a copy of the Fairness Opinion, (ii) a statement that the Circular and Board has received the Schedule 13E-3 will not contain any Misrepresentation (other than in each case with respect to any information relating to the Purchaser Parties)Fairness Opinion, and shall provide Corporation Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning that the matters to be placed before them at the Shareholders’ Meeting. (c) The Circular will include Board has unanimously, after having received the unanimous recommendation of the Unconflicted Board Transaction Committee and advice from its financial advisor and outside legal counsel, determined that the Arrangement Resolution is in the best interests of Directors Corporation and is fair to the Shareholders and unanimously recommend that Corporation Shareholders vote in favour of the Arrangement ResolutionResolution (the “Board Recommendation”), and (iii) a statement that each director and senior officer of Corporation intends to vote all of such individual’s Shares in favour of the Arrangement Resolution pursuant to the Support and Voting Agreements. (d3) The Purchaser will furnish to the Corporation all such information regarding the Purchaser Parties as may be required by the Interim Order or applicable Laws or as may be reasonably required by the Corporation in the preparation of the Circular and the Schedule 13E-3 for inclusion in the Circular and the Schedule 13E-3 and in any amendments or supplements to such documents or other documents related thereto; in particular, in order to assist the Corporation in calculating the paid-up capital of the common shares in the capital of the Corporation for purposes of the Tax Act, the Purchaser will furnish to the Corporation promptly following the date hereof the paid-up capital for purposes of the Tax Act of the common shares in the capital of the Corporation immediately prior to the merger completed on March 31, 2011 in accordance with the Agreement and Plan of Merger and Contribution, dated as of October 4, 2010, among Brookfield Homes Corporation, the Corporation, Brookfield Residential Acquisition Corp. and Brookfield Properties Corporation. The Purchaser shall ensure that no such information will contain any Misrepresentation. The Purchaser shall indemnify and save harmless the Corporation, its subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation, any subsidiary of the Corporation or any of their respective Representatives may be subject or may suffer, in any way caused by, or arising directly or indirectly, from or in consequence of (a) any Misrepresentation or alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) included in the Circular or Schedule 13E-3 that is provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3 and (b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) and provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3. The Corporation hereby confirms that it is acting as agent on behalf of the individuals specified in this Section 2.4(d). (e) The give Purchaser and its advisors shall be given legal counsel a reasonable opportunity to review and comment on drafts of the Circular and Schedule 13E-3other related documents, prior including any drafts of any filings required to be made to Securities Authorities in connection with this Agreement, the Circular being printed and mailed to Arrangement or any of the Corporation Securityholders and the Circular and Schedule 13E-3 being filedother transactions contemplated hereby, and shall give reasonable consideration shall be given to any comments made by the Purchaser and its advisorslegal counsel, provided and agrees that all information relating solely to the Purchaser Parties included in the Circular and Schedule 13E-3 shall must be in a form and substance content satisfactory to BrookfieldPurchaser, acting reasonably. The Corporation shall provide the to Purchaser prompt notice and copies of any comments or requests for additional information received from Securities Authorities with respect to any such filings, and shall not communicate with Securities Authorities with respect to any such filings without (a) providing Purchaser and its legal counsel a reasonable opportunity to review and comment on such communication and (b) giving reasonable consideration to any comments made by them. Corporation shall provide Purchaser with a final copy of the Circular prior to the its mailing to the Shareholders. (4) Purchaser shall provide all necessary information concerning Purchaser that is required by Law to be included by Corporation Securityholdersin the Circular or other related documents to Corporation in writing, and shall ensure that such information does not contain any Misrepresentation. (5) Each Party shall promptly notify the other Party if it becomes aware that the Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement as required or appropriate, and Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as required.

Circular. (a) The Corporation will prepare 2.4.1 As soon as reasonably practicable, the Fund and fileBRP Equity shall, in consultation with the Purchaser and its advisors, BRPI (i) prepare the Circular and Schedule 13E-3 together with any other documents required by applicable Laws, (ii) file the Circular in all jurisdictions where the same is required to be filed, and (iii) mail the Circular to the Corporation Securityholders as required under applicable Laws and by the Interim Order. (b) The Corporation 2.4.2 BRPI shall provide the Fund and BRP Equity with all information regarding BREP, BRPI and the BRPI Entities, including any financial statements, required by applicable Laws for inclusion in the Circular or in any amendments or supplements to the Circular, and BRPI shall also use its commercially reasonable efforts to obtain any necessary consents from its auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Circular and to the identification in the Circular of each such advisor. BRPI shall take all reasonable steps to ensure that such information does not include any Misrepresentation concerning BREP, BRPI and the BRPI Entities and enables the Fund and BRP Equity to ensure that the Circular complies with applicable Laws, including, without limitation, the requirement to include prospectus form disclosure required under NI 51-102F5. 2.4.3 On the date of mailing thereof, the Fund, subject to BRPI complying with its obligations under Section 2.4.2 shall ensure that each of the Circular and the Schedule 13E-3 complies in all material respects with all applicable Laws, and, without limiting the generality of the foregoing, that the Circular Laws and the Schedule 13E-3 will not contain any Misrepresentation (other than in each case with respect to any information relating to the Purchaser Parties), Interim Order and shall provide Corporation Shareholders with information in contain sufficient detail to permit them the Unitholders and Preferred Shareholders to form a reasoned judgment concerning the matters to be placed before them at the Shareholders’ Unitholder Meeting and the Preferred Shareholder Meeting, respectively. (c) 2.4.4 The Circular will include shall contain the unanimous recommendation recommendations of the Unconflicted Board Trustees and the directors of Directors BRP Equity to Unitholders and the Preferred Shareholders, respectively, that Corporation Shareholders they vote in favour of the Unitholder Arrangement Resolution and Preferred Shareholder Resolution, respectively, and a statement that each Trustee and each director of BRP Equity, as the case may be, intends to vote all of such individual’s Fund Units and BRP Equity Preferred Shares in favour of the Unitholder Arrangement Resolution and Preferred Shareholder Arrangement Resolution, respectively, and against any resolution submitted by any Unitholder or Preferred Shareholder that is inconsistent with the Arrangement. For greater certainty, nothing in this Agreement restricts or prohibits the Trustees or the board of directors of BRP Equity from, in good faith and upon advice of legal counsel, acting in accordance with their fiduciary duties including, without limitation, withdrawing or proposing to withdraw the approval or recommendation of the Trustees or the directors of BRP Equity, as the case may be, to the Unitholders and Preferred Shareholders, respectively, to vote for the applicable Arrangement Resolutions or adjourning or postponing the applicable Meeting to consider the applicable Arrangement Resolution in the event that there will have developed, occurred or come into effect or existence any event, action, state, condition or occurrence of national or international consequence, or other occurrence of any nature whatsoever, or any adoption, proposed implementation or change in applicable Law or any interpretation thereof by any Governmental Authority which, in the Fund Entities’ reasonable opinion, seriously and adversely affects, or would be expected to seriously and adversely affect, the national or international financial markets in general or the business, operations or affairs of the Fund and the Fund-Owned Entities or the BRPI Entities. (d) The Purchaser will furnish to 2.4.5 Each Party shall promptly notify the Corporation all such information regarding other if, at any time before the Purchaser earlier of the Effective Date and the termination of this Agreement in accordance with its terms, it becomes aware that the Circular contains a Misrepresentation, or that the Circular otherwise requires an amendment or supplement, and the Parties as may be required by the Interim Order or applicable Laws or as may be reasonably required by the Corporation shall co-operate in the preparation of any amendment or supplement to the Circular Circular, as required or appropriate, and the Schedule 13E-3 for inclusion in the Circular and the Schedule 13E-3 and in Fund shall promptly mail or otherwise publicly disseminate any amendments amendment or supplements to such documents or other documents related thereto; in particular, in order to assist the Corporation in calculating the paid-up capital of the common shares in the capital of the Corporation for purposes of the Tax Act, the Purchaser will furnish to the Corporation promptly following the date hereof the paid-up capital for purposes of the Tax Act of the common shares in the capital of the Corporation immediately prior to the merger completed on March 31, 2011 in accordance with the Agreement and Plan of Merger and Contribution, dated as of October 4, 2010, among Brookfield Homes Corporation, the Corporation, Brookfield Residential Acquisition Corp. and Brookfield Properties Corporation. The Purchaser shall ensure that no such information will contain any Misrepresentation. The Purchaser shall indemnify and save harmless the Corporation, its subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation, any subsidiary of the Corporation or any of their respective Representatives may be subject or may suffer, in any way caused by, or arising directly or indirectly, from or in consequence of (a) any Misrepresentation or alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) included in the Circular or Schedule 13E-3 that is provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3 and (b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) and provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3. The Corporation hereby confirms that it is acting as agent on behalf of the individuals specified in this Section 2.4(d). (e) The Purchaser and its advisors shall be given a reasonable opportunity to review and comment on the Circular and Schedule 13E-3, prior supplement to the Circular being printed and mailed to the Corporation Securityholders Unitholders and the Circular and Schedule 13E-3 being filedPreferred Shareholders and, and reasonable consideration shall be given to any comments made if required by the Purchaser Court or applicable Laws, file the same as required under applicable securities Laws and its advisors, provided that all information relating solely to the Purchaser Parties included in the Circular and Schedule 13E-3 shall be in form and substance satisfactory to Brookfield, acting reasonably. The Corporation shall provide the Purchaser with a final copy of the Circular prior to the mailing to the Corporation Securityholdersas otherwise required.

Circular. (a) The Corporation will prepare and fileCompany will, in consultation with Canopy Growth: (i) as soon as reasonably practicable after the Purchaser execution of this Agreement, promptly prepare the Circular together with any other documents required by the OBCA and its advisorsother applicable Laws in connection with the approval of the Arrangement Resolution by the Company Shareholders at the Company Meeting; and (ii) as soon as reasonably practicable after the issuance of the Interim Order, cause the Circular and Schedule 13E-3 in all jurisdictions where the same is required and mail the Circular such other documents to be sent to the Corporation Securityholders Company Shareholders in compliance with the abridged timing contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and filed as required under applicable Laws and by the Interim OrderOrder and applicable Laws. (b) The Corporation Company shall ensure that each of the Circular and the Schedule 13E-3 complies in all material respects with all applicable Laws, and, without limiting the generality of the foregoing, that the disclosure in the Circular and (including with respect to any information incorporated therein by reference) required to be provided in respect of the Schedule 13E-3 Company Meeting (other than information furnished by Canopy Growth) will not contain any Misrepresentation (other than in each case with respect to any information relating to and will provide the Purchaser Parties), and shall provide Corporation Company Shareholders with information in sufficient detail to permit them to form a reasoned judgment judgement concerning the matters to be placed before them at the Shareholders’ Company Meeting. (c) The Company shall use commercially reasonable efforts to obtain any necessary consents from its auditor and any other advisors to the use of any financial or other expert information required to be included in the Circular will include and to the unanimous recommendation identification in the Circular of the Unconflicted Board of Directors that Corporation Shareholders vote in favour of the Arrangement Resolutioneach such advisor. (d) The Purchaser Company and Canopy Growth will furnish to the Corporation all such information regarding the Purchaser Parties as may be required by the Interim Order or applicable Laws or as may be reasonably required by the Corporation cooperate in the preparation preparation, filing and mailing of the Circular and the Schedule 13E-3 for inclusion in the Circular and the Schedule 13E-3 and in any amendments or supplements to such documents or other documents related thereto; in particular, in order to assist the Corporation in calculating the paid-up capital of the common shares in the capital of the Corporation for purposes of the Tax Act, the Purchaser will furnish to the Corporation promptly following the date hereof the paid-up capital for purposes of the Tax Act of the common shares in the capital of the Corporation immediately prior to the merger completed on March 31, 2011 in accordance with the Agreement and Plan of Merger and Contribution, dated as of October 4, 2010, among Brookfield Homes Corporation, the Corporation, Brookfield Residential Acquisition Corp. and Brookfield Properties CorporationCircular. The Purchaser shall ensure that no such information Company will contain any Misrepresentation. The Purchaser shall indemnify and save harmless the Corporation, its subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses provide legal counsel to which the Corporation, any subsidiary of the Corporation or any of their respective Representatives may be subject or may suffer, in any way caused by, or arising directly or indirectly, from or in consequence of (a) any Misrepresentation or alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) included in the Circular or Schedule 13E-3 that is provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3 and (b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) and provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3. The Corporation hereby confirms that it is acting as agent on behalf of the individuals specified in this Section 2.4(d). (e) The Purchaser and its advisors shall be given Canopy Growth with a reasonable opportunity to review and comment on all drafts of the Circular and Schedule 13E-3other documents related thereto prior to filing the Circular with applicable Governmental Entities and printing and mailing the Circular to the Company Shareholders and will give reasonable consideration to such comments. (e) Canopy Growth shall provide the Company with all information concerning Canopy Growth and its affiliates (other than the Company) that the Company reasonably requests for inclusion in the Circular or otherwise required by applicable Laws, prior and Canopy Growth shall ensure that any such information does not contain any Misrepresentation. (f) Canopy Growth acknowledges and agrees that the Company shall be entitled to rely on the accuracy of all information furnished by Canopy Growth, its affiliates and their respective representatives or legal counsel in writing for inclusion in the Circular concerning Canopy Growth and its affiliates. (g) Without limiting the generality of the foregoing, the Circular will include: (i) a copy of the Valuation and the Fairness Opinions; (ii) a statement that the Special Committee has received the Valuation and the Fairness Opinions; (iii) a statement that the Company Board has received the Eight Capital Fairness Opinion; (iv) a statement that the Special Committee has unanimously determined, after receiving legal and financial advice, that: (A) the Arrangement is fair to the Company; (B) the Arrangement and the entering into of this Agreement is in the best interests of the Company; and (C) the Special Committee recommends that the Company Board approve the Arrangement and recommend that the Company Shareholders vote in favour of the Arrangement Resolution and the rationale for that recommendation; (v) a statement (the “Company Board Recommendation”) that the members of the Company Board entitled to vote thereon have unanimously determined, after receiving legal and financial advice, that: (A) the Arrangement is fair to the Company; (B) the Arrangement and the entering into of this Agreement is in the best interests of the Company; and (C) the members of the Company Board entitled to vote thereon recommend that the Company Shareholders vote in favour of the Arrangement Resolution and the rationale for that recommendation, and (vi) a statement that each of the directors and executive officers and certain funds managed by JW Asset Management, LLC have entered into Voting and Support Agreements pursuant to which they have agreed, subject to the terms thereof, among other things, to vote all of their Company Shares in favour of the Arrangement Resolution and against any resolution submitted by any Company Shareholder that is inconsistent therewith. (h) Each Party will promptly notify the other Party if at any time before the Effective Date it becomes aware that the Circular contains any Misrepresentation or otherwise requires any amendment or supplement. In any such event, the Parties will cooperate in the preparation, filing and dissemination of any required supplement or amendment to the Circular being printed and mailed to or such other document, as the Corporation Securityholders and the Circular and Schedule 13E-3 being filedcase may be, and reasonable consideration any related news release or other document necessary or desirable in connection therewith. (i) The Company and Canopy Growth shall be given to each keep the other reasonably informed in a timely manner of any written requests or comments made by the Purchaser and its advisors, provided that all information relating solely to Securities Authorities and/or the Purchaser Parties included TSX in connection with the Circular and Schedule 13E-3 shall be in form and substance satisfactory to Brookfield, acting reasonably. The Corporation shall provide or the Purchaser with a final copy of the Circular prior to the mailing to the Corporation SecurityholdersArrangement.

Circular. (a) The Corporation will prepare and fileAs promptly as reasonably practicable following execution of this Agreement with a targeted date on or before August 31, in consultation with 2018, each of the Purchaser Parties shall furnish all information regarding such Party and its advisors, Subsidiaries as may be required to be included in the Circular under applicable Law, SVT and Schedule 13E-3 Nevada Holdco shall work together to prepare the Circular together with any other documents required by applicable Laws, and SVT and Nevada Holdco shall (i) file the Circular in all jurisdictions where the same is required to be filed, and (ii) mail the Circular to the Corporation Securityholders as required under in accordance with all applicable Laws and the Interim Order. The Circular shall include statements that (A) each director and executive officer of Bxxxx, Briteside and Sea Hunter intends to vote all of such Person’s Nevada Holdco Class A Shares (including any Nevada Holdco Class A Shares issued on exercise of any Bxxxx Options, Bxxxx SAFEs, Briteside Options, Briteside Warrants or Sea Hunter Options), in favour of the Nevada Holdco Continuance Resolution, the Nevada Holdco Business Combination Resolution, and the Resulting Issuer Equity Incentive Plan, subject to the terms of this Agreement, the Bxxxx Shareholders Voting Agreements, the Briteside Members Voting Agreements, and the Sea Hunter Voting Agreement; and (B) each director and executive officer of SVT intends to vote all of such Person’s SVT Shares (including any SVT Shares issued upon the exercise of any SVT Options or SVT Warrants) in favour of the SVT Continuance Resolution and SVT Component of the Business Combination Resolution, subject to the other terms of this Agreement and the SVT Shareholder Voting Agreements. On the date of mailing thereof, the Circular shall comply in all material respects with all applicable Laws and the Interim Order and shall contain sufficient detail to permit the Nevada Holdco Shareholders and the SVT Shareholders to form a reasoned judgement concerning the matters to be placed before them at the Nevada Holdco Meeting and the SVT Meeting, respectively. (b) The Corporation In the event that any Transacting Party provides a notice to the other Transacting Parties regarding a possible Acquisition Proposal pursuant to Sections 4.1(c), 4.2(c), 4.3(c), or 4.4(c), as the case may be, prior to the mailing of the Circular, then unless the Transacting Parties agree otherwise, the Mailing Deadline will be extended until the date that is seven (7) days following the earlier of either (i) written notification from the Transacting Party providing the aforementioned notice to the other Transacting Parties, that its board of directors has determined that the Acquisition Proposal is not a Superior Proposal, (ii) the date on which the Transacting Parties collectively enter into an amended agreement pursuant to Sections 4.1(f), 4.2(f), 4.3(f), or 4.4(f), as the case may be, which results in the Acquisition Proposal in question not being a Superior Proposal, or (iii) if a Superior Proposal is accepted by a Transacting Party the date of which the remaining Transacting Parties collectively enter into an amended agreement to proceed with the Business Combination, on amended terms, as the case may be. In the event that the Mailing Deadline is so extended, the Meeting Deadline and the Outside Date shall be extended by the same number of days as the Mailing Deadline has been extended. (c) Each of the Parties shall ensure that each of the information furnished by such Party that is reasonably required to be included in the Circular and the Schedule 13E-3 under applicable Law complies in all material respects with all applicable Laws, and, without limiting the generality of the foregoing, that such information that is included in the Circular and the Schedule 13E-3 will not contain any Misrepresentation (other than in each case with respect to any information relating to the Purchaser Parties), and shall provide Corporation Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Shareholders’ Meetingmisrepresentation. (cd) The Circular If required by applicable Laws to produce IFRS reconciliations of their U.S. GAAP financial statements for the Circular, Bxxxx, Briteside and Sea Hunter will include the unanimous recommendation use commercially reasonable efforts to produce such reconciliations as promptly as practicable. (e) Subject to Sections 4.2, 4.3 and 4.4, SVT shall cause Nevada Holdco to: (i) solicit proxies in favour of the Unconflicted Board Nevada Holdco Continuance Resolution and the Nevada Holdco Business Combination Resolution, and the approval of Directors the Resulting Issuer Equity Incentive Plan, and against any resolution submitted by any other Nevada Holdco Shareholder, and take all other actions that Corporation are reasonably necessary or desirable to seek such approvals; (ii) recommend to Nevada Holdco Shareholders that they vote in favour of the Arrangement Nevada Holdco Continuance Resolution, the Nevada Holdco Business Combination Resolution, the Resulting Issuer Equity Incentive Plan; and (iii) not make a Nevada Holdco Change in Recommendation. (df) Subject to Section 4.1, SVT shall (i) solicit proxies in favour of the SVT Continuance Resolution and SVT Component of the Business Combination Resolution, and against any resolution submitted by any other SVT Shareholder, and take all other actions that are reasonably necessary or desirable to seek such approvals, (ii) unanimously recommend to SVT Shareholders that they vote in favour of the SVT Continuance and SVT Component of the Business Combination Resolution, and (iii) not make an SVT Change in Recommendation for Bxxxx, SVT Change in Recommendation for Briteside, or SVT Change in Recommendation for Sea Hunter. (g) The Purchaser will furnish Parties shall each also use commercially reasonable efforts to obtain any necessary consents from any of its auditors and any other advisors to the Corporation all such use of any financial, technical or other expert information regarding the Purchaser Parties as may required to be required by the Interim Order or applicable Laws or as may be reasonably required by the Corporation in the preparation of the Circular and the Schedule 13E-3 for inclusion included in the Circular and the Schedule 13E-3 and in any amendments or supplements to such documents or other documents related thereto; in particular, in order to assist the Corporation in calculating the paid-up capital of the common shares in the capital of the Corporation for purposes of the Tax Act, the Purchaser will furnish to the Corporation promptly following the date hereof the paid-up capital for purposes of the Tax Act of the common shares in the capital of the Corporation immediately prior to the merger completed on March 31, 2011 in accordance with the Agreement and Plan of Merger and Contribution, dated as of October 4, 2010, among Brookfield Homes Corporation, the Corporation, Brookfield Residential Acquisition Corp. and Brookfield Properties Corporation. The Purchaser shall ensure that no such information will contain any Misrepresentation. The Purchaser shall indemnify and save harmless the Corporation, its subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation, any subsidiary of the Corporation or any of their respective Representatives may be subject or may suffer, in any way caused by, or arising directly or indirectly, from or in consequence of (a) any Misrepresentation or alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) included identification in the Circular or Schedule 13E-3 that is provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3 and (b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) and provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3. The Corporation hereby confirms that it is acting as agent on behalf of the individuals specified in this Section 2.4(d)each such advisor. (eh) The Purchaser Each of the Parties and its advisors shall be given a reasonable opportunity to review and comment on the Circular and Schedule 13E-3, prior to the Circular being printed and mailed to filed with the Corporation Securityholders and the Circular and Schedule 13E-3 being filedapplicable Governmental Entities, and any reasonable consideration comments of the Parties and their respective advisors shall be given to any comments made by the Purchaser and its advisors, provided that all information relating solely to the Purchaser Parties included in the Circular and Schedule 13E-3 shall be in form and substance satisfactory to Brookfield, acting reasonablyincorporated therein. The Corporation Parties shall each use their commercially reasonable efforts to agree upon the final form of the Circular. SVT shall provide the Purchaser Bxxxx, Briteside, Sea Hunter, and Fxxxx with a final copy copies of the Circular prior to mailing the mailing Circular to the Corporation SecurityholdersSVT Shareholders and Nevada Holdco Shareholders. (i) The Parties shall each promptly notify the other Parties if at any time before the Effective Date, it becomes aware that the Circular contains a misrepresentation about itself, or that otherwise requires an amendment or supplement to the Circular and the Parties shall cooperate in the preparation of any amendment or supplement to the Circular as required or appropriate, and SVT shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Circular to SVT Shareholders and Nevada Holdco Shareholders, and, if required by the Court or applicable Laws, file the same with any Governmental Entity and as otherwise required.

Circular. (a1) The Corporation will Subject to compliance with Section 2.4(5), the Company shall, as promptly as reasonably practicable after the date of this Agreement, prepare and filecomplete, in consultation with the Purchaser and its advisorsPurchaser, the Circular together with any other documents required by Law in connection with the Meeting and Schedule 13E-3 in all jurisdictions where the same is required Arrangement, and mail the Circular to the Corporation Securityholders Company shall, as required under applicable Laws and promptly as reasonably practicable after obtaining the Interim Order, cause the Circular and such other documents to be filed and sent to each Shareholder and other Person as required by the Interim Order and Law, in each case so as to permit the Meeting to be held as soon as reasonably practicable and in any event so as to permit the Meeting to be held by the date specified in Section 2.3(1). (b2) The Corporation On the date of mailing thereof, the Company shall ensure that each of the Circular and the Schedule 13E-3 complies in all material respects with all applicable Lawsthe Interim Order and Law, and, without limiting the generality of the foregoing, that the Circular and the Schedule 13E-3 will does not contain any Misrepresentation (other than in each case respect to any written information with respect to any information relating to the Purchaser Parties)and the Parent that is furnished in writing by or on behalf of the Purchaser and the Parent for inclusion in the Circular, for which the Company shall not be responsible) and shall provide Corporation provides the Shareholders with sufficient information in sufficient detail to permit them to form a reasoned judgment judgement concerning the matters to be placed before them at the Shareholders’ Meeting. . Without limiting the generality of the foregoing, the Circular must include: (a) a summary and a copy of the Fairness Opinions, (b) a statement that the Special Committee has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel, unanimously recommended that the Board approve the Arrangement and that the Shareholders vote in favour of the Arrangement Resolution, (c) The Circular will include a statement that the Board has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel and the unanimous recommendation of the Unconflicted Special Committee, unanimously determined that the Arrangement Resolution is in the best interests of the Company and is fair to the Shareholders and that the Board of Directors unanimously recommends that Corporation the Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”), and (d) a statement that each director of the Company and each member of Senior Management has entered into a D&O Support and Voting Agreement pursuant to which such director or member of Senior Management has agreed to vote all of his or her Shares in favour of the Arrangement Resolution. (d3) The information furnished by or on behalf of the Purchaser will furnish and the Parent in writing to the Corporation all such information regarding the Purchaser Parties as may be required by the Interim Order or applicable Laws or as may be reasonably required by the Corporation in the preparation of the Circular and the Schedule 13E-3 Company specifically for inclusion in the Circular and will not, on the Schedule 13E-3 and in any amendments or supplements to such documents or other documents related thereto; in particular, in order to assist the Corporation in calculating the paid-up capital date of mailing of the common shares in the capital of the Corporation for purposes of the Tax ActCircular, the Purchaser will furnish to the Corporation promptly following the date hereof the paid-up capital for purposes of the Tax Act of the common shares in the capital of the Corporation immediately prior to the merger completed on March 31, 2011 in accordance with the Agreement and Plan of Merger and Contribution, dated as of October 4, 2010, among Brookfield Homes Corporation, the Corporation, Brookfield Residential Acquisition Corp. and Brookfield Properties Corporation. The Purchaser shall ensure that no such information will contain any Misrepresentation. The Purchaser shall indemnify Notwithstanding the foregoing and save harmless for the Corporationavoidance of doubt, its subsidiaries and their respective Representatives from and against no covenant is made by the Company with respect to any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation, any subsidiary of the Corporation information supplied in writing by the Parent, the Purchaser or any of their respective Representatives may be subject affiliates specifically for inclusion or may suffer, in any way caused by, or arising directly or indirectly, from or in consequence of (a) any Misrepresentation or alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) included incorporation by reference in the Circular or Schedule 13E-3 that is provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3 and (b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) and provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3. The Corporation hereby confirms that it is acting as agent on behalf of the individuals specified in this Section 2.4(d)Circular. (e4) The Company shall give the Purchaser and its advisors shall be given outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and Schedule 13E-3, prior to the Circular being printed and mailed to the Corporation Securityholders and the Circular and Schedule 13E-3 being filedother related documents, and shall give reasonable consideration shall be given to any comments made by the Purchaser and its advisorsoutside legal counsel, provided and agrees that all information relating solely to the Purchaser Parties included that is furnished in writing by or on behalf of the Purchaser for inclusion in the Circular and Schedule 13E-3 shall or other related documents must be in a form and substance content satisfactory to Brookfieldthe Purchaser, acting reasonably. The Corporation Company shall provide the Purchaser with a final copy of the Circular prior to the its mailing to the Corporation SecurityholdersShareholders. (5) The Purchaser shall provide, on a timely basis, in writing to the Company all necessary information concerning the Purchaser and the Parent, as applicable, that is required by Law to be included by the Company in the Circular or other related documents to the Company in writing and shall ensure that such information does not contain any Misrepresentation. (6) Each Party shall promptly notify the other Parties if it becomes aware that the Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement, or such other document and any related news release or other document as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity.

Circular. (a) The Corporation will prepare and fileSubject to the Purchaser complying with Section 2.5(e), the Company will, in consultation with the Purchaser Purchaser: (i) as soon as reasonably practicable after the execution of this Agreement, promptly prepare the Circular together with any other documents required by the BCBCA and its advisorsother applicable Laws in connection with the approval of the Arrangement Resolution by the Company Shareholders and the Company Series D Shareholders at the Company Meeting; and (ii) as soon as reasonably practicable after the issuance of the Interim Order, promptly cause the Circular and Schedule 13E-3 in all jurisdictions where the same is required such other documents to be filed and mail the Circular sent to the Corporation Securityholders Company Shareholders and the Company Series D Shareholders in compliance with the abridged timing contemplated by National Instrument 54- 101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and filed as required under applicable Laws and by the Interim OrderOrder and applicable Laws. (b) The Corporation Company shall ensure that each of the Circular and the Schedule 13E-3 complies in all material respects with all applicable Laws, and, without limiting the generality of the foregoing, that the Circular and the Schedule 13E-3 (including with respect to any information incorporated therein by reference) will not contain any Misrepresentation untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than in each case with respect to any information relating to furnished by the Purchaser Parties), Purchaser) and shall will provide Corporation the Company Shareholders and the Company Series D Shareholders with information in sufficient detail to permit them to form a reasoned judgment judgement concerning the matters to be placed before them at the Shareholders’ Company Meeting. (c) The Company shall use commercially reasonable efforts to obtain any necessary consents from its auditor and any other advisors to the use of any financial, technical or other expert information required to be included in the Circular and to the identification in the Circular of each such advisor. (d) The Company and the Purchaser will cooperate in the preparation, filing and mailing of the Circular. The Company will provide legal counsel to the Purchaser with a reasonable opportunity to review and comment on all drafts of the Circular and other documents related thereto prior to filing the Circular with applicable Governmental Authorities and printing and mailing the Circular to the Company Shareholders and the Company Series D Shareholders and will give reasonable consideration to such comments. All information relating solely to the Purchaser included in the Circular shall be provided by the Purchaser in accordance with Section 2.5(e) and shall be in form and content satisfactory to the Purchaser, acting reasonably, and the Circular will include include: (i) a statement that the Company Board has unanimously determined that the Arrangement is fair to the Company Shareholders, the Company Series D Shareholders, and the Company Series E Shareholders and it is in the best interests of the Company; (ii) the unanimous recommendation of the Unconflicted Company Board of Directors that Corporation the Company Shareholders and the Company Series D Shareholders vote in favour of the Arrangement Resolution and the rationale for that recommendation; (iii) a copy of the Fairness Opinion; and (iv) a statement that each of the Supporting and Locked-Up Company Shareholders has signed a Support and Lock-Up Agreement, pursuant to which, and subject to the terms thereof, they have agreed to, among other things, vote their Company Shares and Company Series D Shares, as applicable, in favour of the Arrangement Resolution. (de) The Purchaser will will, in a timely manner, furnish to the Corporation Company with all such information regarding the Purchaser Parties as may reasonably be required by the Interim Order or applicable Laws or as may to be reasonably required by the Corporation in the preparation of the Circular and the Schedule 13E-3 for inclusion included in the Circular pursuant to applicable Laws and the Schedule 13E-3 and in any amendments or supplements to such documents or other documents related thereto; in particular, in order to assist the Corporation in calculating the paid-up capital of the common shares in the capital of the Corporation for purposes of the Tax Act, the Purchaser will furnish to the Corporation promptly following the date hereof the paid-up capital for purposes of the Tax Act of the common shares in the capital of the Corporation immediately prior to the merger completed on March 31, 2011 in accordance with the Agreement and Plan of Merger and Contribution, dated as of October 4, 2010, among Brookfield Homes Corporation, the Corporation, Brookfield Residential Acquisition Corp. and Brookfield Properties Corporation. The Purchaser shall ensure that no such information will contain any Misrepresentation. The Purchaser shall indemnify and save harmless the Corporation, its subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation, any subsidiary of the Corporation or any of their respective Representatives may be subject or may suffer, in any way caused by, or arising directly or indirectly, from or in consequence of (a) any Misrepresentation or alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) included in the Circular or Schedule 13E-3 that is provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3 and (b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) and provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3. The Corporation hereby confirms that it is acting as agent on behalf of the individuals specified in this Section 2.4(d). (ef) The Company shall keep the Purchaser and its advisors shall be given fully informed in a reasonable opportunity to review and comment on the Circular and Schedule 13E-3, prior to the Circular being printed and mailed to the Corporation Securityholders and the Circular and Schedule 13E-3 being filed, and reasonable consideration shall be given to timely manner of any requests or comments made by the Canadian securities regulatory authorities and/or the CSE in connection with the Circular. (g) The Company and the Purchaser and its advisors, provided that all information relating solely will each promptly notify the other if at any time before the Effective Date it becomes aware (in the case of the Company only with respect to the Purchaser Parties included Company and in the Circular and Schedule 13E-3 shall be in form and substance satisfactory to Brookfield, acting reasonably. The Corporation shall provide case of the Purchaser only with a final copy of respect to the Purchaser) that the Circular prior or any other document referred to in Section 2.5(e) contains any misrepresentation or otherwise requires any amendment or supplement and promptly deliver written notice to the mailing other Party setting out full particulars thereof. In any such event, the Company and the Purchaser will cooperate with each other in the preparation, filing and dissemination of any required supplement or amendment to the Corporation SecurityholdersCircular or such other document, as the case may be, and any related news release or other document necessary or desirable in connection therewith.

Circular. (a) As promptly as reasonably practicable after the execution and delivery of this Agreement, the Corporation shall prepare and complete the Circular, together with any other documents required to be filed or prepared by the Corporation under Securities Laws or other applicable Laws in connection with the Meeting. The Corporation will prepare and file, in consultation with the shall provide Purchaser and its advisors, representatives with a reasonable opportunity to review and comment on the Circular and Schedule 13E-3 in any other relevant documentation and will incorporate therein all jurisdictions where the same is required and mail the Circular to the Corporation Securityholders as required under applicable Laws and the Interim Orderreasonable comments made by them. (b) The As promptly as reasonably practicable thereafter (but in any event no later than 15 Business Days after the execution and delivery of this Agreement), but subject to the Purchaser complying with Section 2.3(d), the Corporation shall ensure that each of cause the Circular and other documentation required in connection with the Schedule 13E-3 Meeting to be mailed to the Shareholders and filed as required by applicable Laws and in accordance with the Interim Order, and shall take all measures necessary to abridge the time period contemplated by National Instrument 54-101 — Communication with Beneficial Owners of Securities of a Reporting Issuer pursuant to Section 2.20 thereof. (c) The Corporation will ensure that the Circular complies in all material respects with all applicable Laws, and, without . Without limiting the generality of the foregoing, the Corporation will ensure that the Circular and the Schedule 13E-3 will (i) does not contain any Misrepresentation (other than in each case with respect to any information relating to furnished by or on behalf of the Purchaser Partiesor Newco), (ii) complies with National Instrument 51-102 — Continuous Disclosure Requirements and shall provide Corporation Form 51-102F5 thereunder, and (iii) provides Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Shareholders’ Meeting. (c) . The Circular will also include the unanimous recommendation of the Unconflicted Board of Directors that Corporation the Shareholders vote in favour of the Arrangement ResolutionResolution (unless such recommendation has been withdrawn, modified or amended in accordance with this Agreement) and a copy of the fairness opinion referred to in Section 3.1(c). (d) The Purchaser will will, in a timely and expeditious manner, furnish to the Corporation with all such information regarding the Purchaser Parties and its affiliates, including Newco, as may reasonably be required by the Interim Order or pursuant to applicable Laws or as may to be reasonably required by the Corporation in the preparation of the Circular and the Schedule 13E-3 for inclusion in the Circular and the Schedule 13E-3 and in any amendments or supplements to such documents or other documents related thereto; in particular, in order to assist the Corporation in calculating the paid-up capital of the common shares in the capital of the Corporation for purposes of the Tax Act, the Purchaser will furnish to the Corporation promptly following the date hereof the paid-up capital for purposes of the Tax Act of the common shares in the capital of the Corporation immediately prior to the merger completed on March 31, 2011 in accordance with the Agreement and Plan of Merger and Contribution, dated as of October 4, 2010, among Brookfield Homes Corporation, the Corporation, Brookfield Residential Acquisition Corp. and Brookfield Properties Corporation. The Purchaser shall ensure that no such information will contain any Misrepresentation. The Purchaser shall indemnify and save harmless the Corporation, its subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation, any subsidiary of the Corporation or any of their respective Representatives may be subject or may suffer, in any way caused by, or arising directly or indirectly, from or in consequence of (a) any Misrepresentation or alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) included in the Circular or Schedule 13E-3 that is provided to be filed with Governmental Entities or delivered to Shareholders in connection with the transactions contemplated herein. If requested by the Corporation, the Purchaser or will provide to the Corporation a certificate of the Purchaser, signed by a senior officer of the Purchaser, certifying that the information relating to Purchaser and its Representatives for the purpose of inclusion affiliates, including Newco, contained in the Circular or Schedule 13E-3 and (b) does not contain any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) and provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3. The Corporation hereby confirms that it is acting as agent on behalf of the individuals specified in this Section 2.4(d)Misrepresentation. (e) The Purchaser and its advisors the Corporation shall be given a reasonable opportunity to review and comment on each promptly notify each other if, at any time before the Effective Time, it becomes aware that the Circular and Schedule 13E-3contains any Misrepresentation, prior or that an amendment or supplement to the Circular being printed is otherwise required under applicable Laws. In any such event, the Parties shall cooperate in the preparation of a supplement or amendment to the Circular, and shall cause the same to be mailed to the Corporation Securityholders Shareholders and the Circular and Schedule 13E-3 being filed, and reasonable consideration shall be given to any comments made filed as required by the Purchaser and its advisors, provided that all information relating solely to the Purchaser Parties included in the Circular and Schedule 13E-3 shall be in form and substance satisfactory to Brookfield, acting reasonably. The Corporation shall provide the Purchaser with a final copy of the Circular prior to the mailing to the Corporation Securityholdersapplicable Laws.

Circular. (a) The Corporation will prepare and fileSubject to the Purchaser complying with Section 2.5(d), the Company will, in consultation with the Purchaser and its advisorsPurchaser: (i) as soon as reasonably practicable after the execution of this Agreement, promptly prepare the Circular together with any other documents required by the BCBCA, the Circular U.S. Exchange Act or any other applicable Laws in connection with the approval of the Arrangement Resolution by the Company Shareholders at the Company Meeting; and (ii) as soon as reasonably practicable after the issuance of the Interim Order and Schedule 13E-3 in all jurisdictions where the same is required and mail clearing of any SEC comments, cause the Circular to be sent to the Corporation Securityholders Company Shareholders in compliance with the accelerated timing contemplated by National Instrument 54-101 — Communication with Beneficial Owners of Securities of a Reporting Issuer and filed as required under applicable Laws and by the Interim OrderOrder and applicable Laws. (b) The Corporation Company shall ensure that each of the Circular and the Schedule 13E-3 complies in all material respects with all applicable Laws, and, without limiting the generality of the foregoing, that the Circular and the Schedule 13E-3 (including with respect to any information incorporated therein by reference) will not contain any Misrepresentation misrepresentation (other than in each case with respect to any information relating to furnished by the Purchaser Parties), Purchaser) and shall will provide Corporation the Company Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Shareholders’ Company Meeting. (c) The Company and the Purchaser will cooperate in the preparation, filing and mailing of the Circular. The Company will provide the Purchaser and legal counsel to the Purchaser with a reasonable opportunity to review and comment on drafts of the Circular and other documents related thereto prior to filing the Circular with applicable Governmental Authorities and printing and mailing the Circular to the Company Shareholders and will give reasonable consideration to such comments. All information relating solely to the Purchaser included in the Circular shall be provided by the Purchaser in accordance with Section 2.5(d) and shall be in form and content satisfactory to the Purchaser, acting reasonably, and the Circular will include a copy of the unanimous Fairness Opinion and a statement that the Company Special Committee has unanimously determined and the Company Board has unanimously (other than an abstention by a single director) determined that the Arrangement is fair to the Company Shareholders, and it is in the best interests of the Company and the unanimously (other than an abstention by a single director) recommendation of the Unconflicted Company Board of Directors that Corporation the Company Shareholders vote in favour of the Arrangement Resolution and the rationale for that recommendation and a statement that each Director and Named Executive Officer of the Company intends to vote all Company Shares held by him or her in favour of the Arrangement Resolution. (d) The Purchaser will will, in a timely manner, furnish to the Corporation Company with all such information regarding the Purchaser Parties as may reasonably be required by the Interim Order or applicable Laws or as may to be reasonably required by the Corporation in the preparation of the Circular and the Schedule 13E-3 for inclusion included in the Circular pursuant to applicable Laws and the Schedule 13E-3 and in any amendments or supplements to such documents or other documents related thereto; in particular, in order to assist the Corporation in calculating the paid-up capital of the common shares in the capital of the Corporation for purposes of the Tax Act, the Purchaser will furnish to the Corporation promptly following the date hereof the paid-up capital for purposes of the Tax Act of the common shares in the capital of the Corporation immediately prior to the merger completed on March 31, 2011 in accordance with the Agreement and Plan of Merger and Contribution, dated as of October 4, 2010, among Brookfield Homes Corporation, the Corporation, Brookfield Residential Acquisition Corp. and Brookfield Properties Corporation. The Purchaser shall ensure that no such information will contain any Misrepresentation. The Purchaser shall indemnify and save harmless the Corporation, its subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation, any subsidiary of the Corporation or any of their respective Representatives may be subject or may suffer, in any way caused by, or arising directly or indirectly, from or in consequence of (a) any Misrepresentation or alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) included in the Circular or Schedule 13E-3 that is provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3 and (b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) and provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3. The Corporation hereby confirms that it is acting as agent on behalf of the individuals specified in this Section 2.4(d). (e) The Company and the Purchaser will each promptly notify the other if at any time before the Effective Date it becomes aware (in the case of the Company, only with respect to the Company and its advisors shall be given a reasonable opportunity in the case of the Purchaser only with respect to review and comment on the Purchaser) that the Circular or any other document referred to in Section 2.5(d) contains any misrepresentation or otherwise requires any amendment or supplement and Schedule 13E-3promptly deliver written notice to the other Party setting out full particulars thereof. In any such event, prior the Company and the Purchaser will cooperate with each other in the preparation, filing and dissemination of any required supplement or amendment to the Circular being printed and mailed to or such other document, as the Corporation Securityholders and the Circular and Schedule 13E-3 being filedcase may be, and reasonable consideration any related news release or other document necessary or desirable in connection therewith. (f) The Company shall be given to keep the Purchaser fully informed in a timely manner of any requests or comments made by the Purchaser and its advisors, provided that all information relating solely to Canadian or U.S. securities regulatory authorities and/or the Purchaser Parties included TSX in connection with the Circular and Schedule 13E-3 shall be in form and substance satisfactory to Brookfield, acting reasonably. The Corporation shall provide the Purchaser with a final copy of the Circular prior to the mailing to the Corporation SecurityholdersCircular.

Circular. (a) The Corporation will prepare and fileSubject to the Purchaser complying with Section 2.5(g), the Company will, in consultation with the Purchaser and its advisorsPurchaser: (i) as soon as reasonably practicable after the execution of this Agreement, promptly prepare the Circular and Schedule 13E-3 together with any other documents required by the BCBCA or any other applicable Laws in all jurisdictions where connection with the same is required and mail approval of the Arrangement Resolution by the Company Shareholders at the Company Meeting; and (ii) as soon as reasonably practicable after the issuance of the Interim Order, cause the Circular to be sent to the Corporation Securityholders Company Shareholders in compliance with the abridged timing requirements contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and filed as required under applicable Laws and by the Interim OrderOrder and applicable Laws. (b) The Corporation Company shall ensure that each of the Circular and the Schedule 13E-3 complies in all material respects with all applicable Laws, and, without limiting the generality of the foregoing, that the Circular and the Schedule 13E-3 (including with respect to any information incorporated therein by reference): (i) will not contain any Misrepresentation misrepresentation (other than in each case with respect to any information relating to furnished in writing by the Purchaser PartiesPurchaser), and shall provide Corporation ; and (ii) provides the Company Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Shareholders’ Company Meeting. (c) The Company, and the Purchaser will cooperate in the preparation, filing and mailing of the Circular. (d) Prior to filing the Circular with applicable Governmental Authorities and printing and mailing the Circular to the Company Shareholders, the Company will: (i) provide the Purchaser and legal counsel to the Purchaser with a reasonable opportunity to review and comment on drafts of the Circular and other documents related thereto; and (ii) give reasonable consideration to such comments. (e) All information relating solely to the Purchaser included in the Circular shall: (i) be provided by the Purchaser in accordance with Section 2.5(g); and (ii) be in form and content satisfactory to the Purchaser. (f) The Circular will include include: (i) a copy of the Company Board Fairness Opinion; (ii) a statement that the Company Board has unanimously determined, that the Arrangement is: (A) fair to the Company Shareholders; and (B) in the best interests of the Company; (iii) the unanimous recommendation of the Unconflicted Company Board of Directors that Corporation the Company Shareholders vote in favour of the Arrangement Resolution; (iv) the rationale for that recommendation; and (v) a statement that each Support Shareholder intends to vote all Company Shares held by him or her in favour of the Arrangement Resolution. (dg) The Purchaser will will, in a timely manner, furnish to the Corporation Company with all such information regarding the Purchaser Parties as may reasonably be required by the Interim Order or applicable Laws or as may to be reasonably required by the Corporation in the preparation of the Circular and the Schedule 13E-3 for inclusion included in the Circular pursuant to applicable Laws and the Schedule 13E-3 and in any amendments or supplements to such documents or other documents related thereto; in particular, in order to assist the Corporation in calculating the paid-up capital of the common shares in the capital of the Corporation for purposes of the Tax Act, . (h) The Company and the Purchaser will furnish each promptly notify the other if, at any time before the Effective Date, it becomes aware (in the case of the Company, only with respect to the Corporation promptly following Company and in the date hereof the paid-up capital for purposes case of the Tax Act of the common shares in the capital of the Corporation immediately prior to the merger completed on March 31, 2011 in accordance Purchaser only with the Agreement and Plan of Merger and Contribution, dated as of October 4, 2010, among Brookfield Homes Corporation, the Corporation, Brookfield Residential Acquisition Corp. and Brookfield Properties Corporation. The Purchaser shall ensure that no such information will contain any Misrepresentation. The Purchaser shall indemnify and save harmless the Corporation, its subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation, any subsidiary of the Corporation or any of their respective Representatives may be subject or may suffer, in any way caused by, or arising directly or indirectly, from or in consequence of (a) any Misrepresentation or alleged Misrepresentation in any information related respect to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) included in that the Circular or Schedule 13E-3 that is provided by any other document referred to in Section 2.5(g): (i) contains any misrepresentation; or (ii) otherwise requires any amendment or supplement, and promptly deliver written notice to the other Party setting out full particulars thereof. (i) The Company and the Purchaser will cooperate with each other in the preparation, filing and dissemination of any: (i) required supplement or its Representatives for the purpose of inclusion in amendment to the Circular or Schedule 13E-3 and such other document, as the case may be; and (bii) any order made, or any inquiry, investigation or proceeding by any Securities Authority related news release or other Governmental Entity, to the extent based on any Misrepresentation document necessary or any alleged Misrepresentation desirable in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) and provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3. The Corporation hereby confirms that it is acting as agent on behalf of the individuals specified in this Section 2.4(d)connection therewith. (ej) The Company shall keep the Purchaser and its advisors shall be given fully informed, in a reasonable opportunity to review and comment on the Circular and Schedule 13E-3timely manner, prior to the Circular being printed and mailed to the Corporation Securityholders and the Circular and Schedule 13E-3 being filed, and reasonable consideration shall be given to of any requests or comments made by the Purchaser and its advisors, provided that all information relating solely to Canadian regulatory authorities in connection with the Purchaser Parties included in the Circular and Schedule 13E-3 shall be in form and substance satisfactory to Brookfield, acting reasonably. The Corporation shall provide the Purchaser with a final copy of the Circular prior to the mailing to the Corporation SecurityholdersCircular.

Circular. (a1) The Corporation will shall, as promptly as reasonably practicable, prepare and filecomplete, in consultation with the Purchaser and its advisorsPurchaser, the Circular together with any other documents required by Law in connection with the Meeting and Schedule 13E-3 in all jurisdictions where the same is required Arrangement, and mail the Circular to the Corporation Securityholders shall, as required under applicable Laws and promptly as reasonably practicable after obtaining the Interim Order, cause the Circular and such other documents to be filed and sent to each Shareholder and other Person as required by the Interim Order and Law, in each case so as to permit the Meeting to be held by the date specified in Section 2.3(1), provided that Purchaser shall have complied with Section 2.4(4). (b2) The Corporation shall ensure that each of the Circular and the Schedule 13E-3 complies in all material respects with all applicable LawsLaw, anddoes not contain any Misrepresentation (other than, without in each case, with respect to any information furnished by Purchaser, its affiliates and their respective Representatives for inclusion in the Circular, as applicable), and provides Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Meeting. Without limiting the generality of the foregoing, the Circular must include: (i) a copy of the Fairness Opinion, (ii) a statement that the Circular and Board has received the Schedule 13E-3 will not contain any Misrepresentation (other than in each case with respect to any information relating to the Purchaser Parties)Fairness Opinion, and shall provide Corporation Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning that the matters to be placed before them at the Shareholders’ Meeting. (c) The Circular will include Board has unanimously, after having received the unanimous recommendation of the Unconflicted Board Transaction Committee and advice from its financial advisor and outside legal counsel, determined that the Arrangement Resolution is in the best interests of Directors Corporation and is fair to the Shareholders and unanimously recommend that Corporation Shareholders vote in favour of the Arrangement ResolutionResolution (the "Board Recommendation"), and (iii) a statement that each director and senior officer of Corporation intends to vote all of such individual's Shares in favour of the Arrangement Resolution pursuant to the Support and Voting Agreements. (d3) The Purchaser will furnish to the Corporation all such information regarding the Purchaser Parties as may be required by the Interim Order or applicable Laws or as may be reasonably required by the Corporation in the preparation of the Circular and the Schedule 13E-3 for inclusion in the Circular and the Schedule 13E-3 and in any amendments or supplements to such documents or other documents related thereto; in particular, in order to assist the Corporation in calculating the paid-up capital of the common shares in the capital of the Corporation for purposes of the Tax Act, the Purchaser will furnish to the Corporation promptly following the date hereof the paid-up capital for purposes of the Tax Act of the common shares in the capital of the Corporation immediately prior to the merger completed on March 31, 2011 in accordance with the Agreement and Plan of Merger and Contribution, dated as of October 4, 2010, among Brookfield Homes Corporation, the Corporation, Brookfield Residential Acquisition Corp. and Brookfield Properties Corporation. The Purchaser shall ensure that no such information will contain any Misrepresentation. The Purchaser shall indemnify and save harmless the Corporation, its subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation, any subsidiary of the Corporation or any of their respective Representatives may be subject or may suffer, in any way caused by, or arising directly or indirectly, from or in consequence of (a) any Misrepresentation or alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) included in the Circular or Schedule 13E-3 that is provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3 and (b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) and provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3. The Corporation hereby confirms that it is acting as agent on behalf of the individuals specified in this Section 2.4(d). (e) The give Purchaser and its advisors shall be given legal counsel a reasonable opportunity to review and comment on drafts of the Circular and Schedule 13E-3, prior other related documents including any drafts of any filings required to be made to the Circular being printed and mailed to SEC in connection with this Agreement, the Corporation Securityholders and Arrangement or any of the Circular and Schedule 13E-3 being filedother transactions contemplated hereby, and shall give reasonable consideration shall be given to any comments made by the Purchaser and its advisorslegal counsel, provided and agrees that all information relating solely to the Purchaser Parties included in the Circular and Schedule 13E-3 shall must be in a form and substance content satisfactory to BrookfieldPurchaser, acting reasonably. The Corporation shall provide to Purchaser prompt notice and copies of any comments or requests for additional information received from the SEC or its staff with respect to any such filings, and shall not communicate with the SEC or its staff with respect to any such filings without (a) providing Purchaser with and its legal counsel a final copy of reasonable opportunity to review and comment on such communication and (b) giving reasonable consideration to any comments made by them. (4) Purchaser shall provide all necessary information concerning Purchaser that is required by Law to be included by Corporation in the Circular prior or other related documents to Corporation in writing, and shall ensure that such information does not contain any Misrepresentation. (5) Each Party shall promptly notify the mailing other Party if it becomes aware that the Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement as required or appropriate, and Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to Shareholders and, if required by the Corporation SecurityholdersCourt or by Law, file the same with the Securities Authorities or any other Governmental Entity as required.

Circular. (a) The Corporation will As promptly as practicable after the execution and delivery of this Agreement, the Company and its legal counsel shall prepare the Circular, which shall include information provided by Parent regarding the disclosure required to be provided in respect of Purchaser Parties in accordance with applicable Canadian Securities Laws and filethe OBCA, which Parent agrees to provide promptly upon request, together with any other documents required by Securities Legislation and other applicable Laws or the Interim Order in consultation connection with the Purchaser Arrangement, and its advisorsas promptly as practicable after the date of execution of this Agreement, the Company shall cause the Circular and Schedule 13E-3 any other documentation required in all jurisdictions where connection with the same is required Company Meeting to be sent to each Company Securityholder and mail the Circular to the Corporation Securityholders be filed as required under applicable Laws and by the Interim Order, applicable Securities Legislation and the OBCA. The Circular together with any other documents required by Securities Legislation and the OBCA shall be in form and substance satisfactory to Parent, acting reasonably. (b) The Corporation Company, Parent and Purchaser each shall, upon request by another, furnish the other with all information concerning itself, its Subsidiaries, directors, executive officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Circular or any other statement, filing, notice or application made by or on behalf of the Purchaser Parties, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Authority in connection with the Arrangement and the Transactions. (c) The Company shall: (i) permit Parent (and its outside counsel) to review and comment upon drafts of all material to be filed by the Company with the Court or any Governmental Authority in connection with the Arrangement (including the Interim Order, Final Order, Articles of Arrangement, Circular and any supplement or amendment) prior to the service (if applicable) and/or filing of such materials, (ii) give Parent (and its counsel) reasonable time to review and comment upon such materials and (iii) accept any reasonable comments of Parent (and its counsel). (d) The Company shall ensure that each of the Circular and the Schedule 13E-3 complies in all material respects with all applicable Laws, Laws and, without limiting the generality of the foregoing, that the Circular and the Schedule 13E-3 will does not contain any a Misrepresentation (other than in each case with respect to any information relating to provided in writing by Parent or its outside counsel for the Purchaser Partiespurpose of inclusion in the Circular). Without limiting the generality of the foregoing, and the Company shall provide Corporation Shareholders ensure that the Circular provides Company Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Shareholders’ Meeting. (c) The Company Meeting and include in the Circular will include a statement that the unanimous recommendation of Company Board has determined that the Unconflicted Arrangement is fair to the Company Securityholders, and that the Company Board of Directors unanimously recommends that Corporation Shareholders Company Securityholders vote in favour of the Arrangement Resolution. (de) The Purchaser will furnish to Parent shall ensure that the Corporation all such information regarding the Purchaser Parties as may be required provided by the Interim Order or applicable Laws or as may be reasonably required by the Corporation in the preparation of the Circular and the Schedule 13E-3 Parent for inclusion in the Circular and as contemplated in section 2.04(a) complies with all applicable Laws and, without limiting the Schedule 13E-3 and in any amendments or supplements to such documents or other documents related thereto; in particular, in order to assist the Corporation in calculating the paid-up capital generality of the common shares in the capital of the Corporation for purposes of the Tax Actforegoing, the Purchaser will furnish to the Corporation promptly following the date hereof the paid-up capital for purposes of the Tax Act of the common shares in the capital of the Corporation immediately prior to the merger completed on March 31, 2011 in accordance with the Agreement and Plan of Merger and Contribution, dated as of October 4, 2010, among Brookfield Homes Corporation, the Corporation, Brookfield Residential Acquisition Corp. and Brookfield Properties Corporation. The Purchaser shall ensure that no such information will does not contain any a Misrepresentation. The Purchaser shall indemnify and save harmless the Corporation, its subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation, any subsidiary of the Corporation or any of their respective Representatives may be subject or may suffer, in any way caused by, or arising directly or indirectly, from or in consequence of (a) any Misrepresentation or alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) included in the Circular or Schedule 13E-3 that is provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3 and (b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) and provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3. The Corporation hereby confirms that it is acting as agent on behalf of the individuals specified in this Section 2.4(d). (e) The Purchaser and its advisors shall be given a reasonable opportunity to review and comment on the Circular and Schedule 13E-3, prior to the Circular being printed and mailed to the Corporation Securityholders and the Circular and Schedule 13E-3 being filed, and reasonable consideration shall be given to any comments made by the Purchaser and its advisors, provided that all information relating solely to the Purchaser Parties included in the Circular and Schedule 13E-3 shall be in form and substance satisfactory to Brookfield, acting reasonably. The Corporation shall provide the Purchaser with a final copy of the Circular prior to the mailing to the Corporation Securityholders.

Circular. (a) The Corporation will prepare As soon as reasonably practicable following the execution of this Agreement and file, in consultation compliance with the Interim Order and Applicable Laws, STEP shall, with assistance from and the participation of the Purchaser Parties: (i) prepare the Circular, together with any other documents required by Applicable Laws in connection with the STEP Meeting, and its advisors(ii) STEP shall, as soon as reasonably practicable after obtaining the Interim Order, cause the Circular and Schedule 13E-3 such documents to be mailed to each STEP Shareholder who is entitled to receive the Circular and such documents pursuant to the Interim Order and Applicable Laws, and to be filed with applicable Securities Authorities, other regulatory authorities and other Governmental Authorities in all jurisdictions where the same is required to be mailed and mail filed so as to permit the Circular STEP Meeting to the Corporation Securityholders as required under applicable Laws and the Interim Orderbe held in accordance with Section 2.4. (b) The Corporation STEP shall ensure that each of the Circular and the Schedule 13E-3 Circular: (i) complies in all material respects with all applicable Laws, and, without limiting the generality of the foregoing, that the Circular Applicable Law and the Schedule 13E-3 will does not contain any Misrepresentation a misrepresentation; and (other than in each case with respect to any information relating to ii) provides the Purchaser Parties), and shall provide Corporation STEP Shareholders with sufficient information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Shareholders’ Meeting.STEP Meeting.‌ (c) The Without limiting the generality of Subsection 2.3(b)(ii), the STEP Circular will include must include: (i) a summary and a copy of the unanimous Fairness Opinion contemplated by Subsection 2.7(a), and the formal valuation contemplated by Subsection 2.7(b); (ii) a statement that based upon, among other things, the receipt by the STEP Special Committee of the Fairness Opinion referred to in Subsection 2.7(a), and the presentation and verbal valuation range in respect of the valuation of the STEP Independent Valuator with respect to a STEP Share that is referred to in Subsection 2.7(b), the recommendation of the Unconflicted STEP Special Committee and, after receiving advice from the STEP Financial Advisor and outside legal counsel and having considered all other relevant factors, the STEP Board has unanimously (other than the directors who abstained due to an actual or perceived conflict): (A) determined that the Arrangement is fair to the STEP Shareholders (other than the ARC Funds) and is in the best interests of Directors STEP; and (B) resolved to recommend that Corporation the STEP Shareholders (other than the ARC Funds) vote in favour of the Arrangement Resolution.Resolution (the "STEP Board Recommendation"); and‌ (iii) a statement that each director and officer of STEP and ARC Energy Fund 6 have entered into a STEP Lock-up Agreement pursuant to which each such Person has agreed to vote all their STEP Shares in favour of the Arrangement Resolution in accordance with the terms of such STEP Lock- up Agreement.‌ (d) The Purchaser will furnish to the Corporation all such information regarding STEP shall allow the Purchaser Parties as may be required by the Interim Order or applicable Laws or as may be reasonably required by the Corporation in the preparation of the Circular and the Schedule 13E-3 for inclusion in the Circular and the Schedule 13E-3 and in any amendments or supplements to such documents or other documents related thereto; in particular, in order to assist the Corporation in calculating the paid-up capital of the common shares in the capital of the Corporation for purposes of the Tax Act, the Purchaser will furnish to the Corporation promptly following the date hereof the paid-up capital for purposes of the Tax Act of the common shares in the capital of the Corporation immediately prior to the merger completed on March 31, 2011 in accordance with the Agreement and Plan of Merger and Contribution, dated as of October 4, 2010, among Brookfield Homes Corporation, the Corporation, Brookfield Residential Acquisition Corp. and Brookfield Properties Corporation. The Purchaser shall ensure that no such information will contain any Misrepresentation. The Purchaser shall indemnify and save harmless the Corporation, its subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation, any subsidiary of the Corporation or any of their respective Representatives may be subject or may suffer, in any way caused by, or arising directly or indirectly, from or in consequence of (a) any Misrepresentation or alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) included in the Circular or Schedule 13E-3 that is provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3 and (b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) and provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3. The Corporation hereby confirms that it is acting as agent on behalf of the individuals specified in this Section 2.4(d). (e) The Purchaser and its advisors shall be given representatives with a reasonable opportunity to review and comment on drafts of the Circular and Schedule 13E-3, prior to the Circular being printed and mailed to the Corporation Securityholders and the Circular and Schedule 13E-3 being filed, other related documents and reasonable consideration shall be given to any comments made by the Purchaser Parties and its advisors, provided their Representatives and shall ensure that the Circular complies in all information relating solely to material respects with Applicable Laws. STEP shall ensure that the Purchaser Parties included in the Circular and Schedule 13E-3 shall be in form and substance satisfactory to Brookfield, acting reasonably. The Corporation shall provide the Purchaser have been provided with a final copy of the Circular prior to mailing the mailing Circular to the Corporation SecurityholdersSTEP Shareholders. (e) The Purchaser Parties shall provide in writing to STEP all necessary information concerning the Purchaser Parties and the Debt Financing Sources, as applicable, that is required by Applicable Law to be included by STEP in the Circular or other related documents to STEP in writing and shall ensure that such information does not contain any misrepresentation. (f) Each Party shall promptly notify the other Party if it becomes aware that the Circular contains a misrepresentation, or otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement as required or appropriate, and STEP shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the STEP Shareholders and, if required by the Court or by Applicable Law, file the same with the Securities Authorities or any other Governmental Authority as required.

Circular. (a) The Corporation will prepare and fileAs promptly as reasonably practicable following execution of this Agreement, the Company shall, in consultation and cooperation with the Purchaser Buyer, prepare the Circular together with any other documents required by applicable Laws in connection with the Meeting and its advisorsthe Plan of Arrangement. The Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Circular and Schedule 13E-3 all other documentation required in all jurisdictions where connection with the same is required Meeting to be sent to each of the Company Shareholders and mail the Circular to the Corporation Securityholders other persons as required under applicable Laws and by the Interim Order. (b) The Corporation Order and applicable Laws, in each case so as to permit the Meeting to be held within the time period specified in Section 2.3(a). On the date of delivery thereof, the Company shall ensure that each of the Circular and the Schedule 13E-3 complies in all material respects with all applicable Laws, and, without limiting the generality of the foregoing, that the Circular Laws and the Schedule 13E-3 will not contain any Misrepresentation (other than in each case with respect to any information relating to the Purchaser Parties), Interim Order and shall provide Corporation Shareholders with information in contain sufficient detail to permit them the Company Shareholders to form a reasoned judgment judgement concerning the matters to be placed before them at the Shareholders’ Meeting. (c) The Circular will include . Without limiting the unanimous recommendation generality of the Unconflicted foregoing, the Circular must include a copy of the fairness opinion received by the Company Board, and statements that: (i) the Company Board has received a fairness opinion and, after receiving legal and financial advice, (other than the directors who have abstained from voting, if any) unanimously determined that the Arrangement is in the best interests of Directors the Company and recommends that Corporation Company Shareholders vote in favour of the Arrangement Resolution; and (ii) each Company Shareholder subject to a Voting Agreement has agreed to vote all of such person’s Common Shares and/or Tracking Shares, as applicable, in favour of the Arrangement Resolution, subject to the terms of such Voting Agreement. (db) Subject to Section 6.1, the Company shall (i) solicit proxies in favour of the Arrangement Resolution, against any resolution submitted by any other Company Shareholder, permitting the Buyer to assist the Company in such solicitation if requested by the Buyer, and take all other actions that are reasonably necessary or desirable to seek the Shareholder Approval, (ii) recommend to Company Shareholders that they vote in favour of the Arrangement Resolution, and (iii) not make a Change in Recommendation. (c) The Purchaser will furnish Buyer shall provide to the Corporation Company all such information regarding the Purchaser Parties Buyer, its affiliates and the Buyer Shares as may be required by the Interim Order or applicable Laws or as may be reasonably required by the Corporation in the preparation of the Circular and the Schedule 13E-3 for inclusion in the Circular and the Schedule 13E-3 and or in any amendments or supplements to such documents or other documents related thereto; in particular, in order to assist the Corporation in calculating the paid-up capital of the common shares in the capital of the Corporation for purposes of the Tax Act, the Purchaser will furnish to the Corporation promptly following the date hereof the paid-up capital for purposes of the Tax Act of the common shares in the capital of the Corporation immediately prior to the merger completed on March 31, 2011 in accordance with the Agreement and Plan of Merger and Contribution, dated as of October 4, 2010, among Brookfield Homes Corporation, the Corporation, Brookfield Residential Acquisition Corp. and Brookfield Properties CorporationCircular. The Purchaser Buyer shall ensure that no such information will contain any Misrepresentation. The Purchaser shall indemnify be complete and save harmless the Corporation, its subsidiaries correct in all material respects and their respective Representatives from comply in all material respects with applicable Laws and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation, any subsidiary of the Corporation or any of their respective Representatives may be subject or may suffer, in any way caused by, or arising directly or indirectly, from or in consequence of (a) any Misrepresentation or alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) included in the Circular or Schedule 13E-3 that is provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3 and (b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) and provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3. The Corporation hereby confirms that it is acting as agent on behalf of the individuals specified in this Section 2.4(d)does not include any misrepresentation. (ed) The Purchaser Buyer and its advisors legal counsel shall be given a reasonable opportunity to review and comment on the Circular and Schedule 13E-3, prior to the Circular being printed and mailed delivered to the Corporation Securityholders and the Circular and Schedule 13E-3 being filedCompany Shareholders, and reasonable consideration shall be given to any comments made by the Purchaser Buyer and its advisorslegal counsel, provided that all information relating solely to the Purchaser Parties Buyer, its affiliates and the Buyer Shares included in the Circular and Schedule 13E-3 shall be in form and substance content satisfactory to BrookfieldBuyer, acting reasonably. The Corporation Company shall provide the Purchaser Buyer with a final copy copies of the Circular prior to delivering the mailing Circular to the Corporation SecurityholdersCompany Shareholders. (e) The Company and the Buyer shall each promptly notify each other if at any time before the Effective Date either Party becomes aware that the Circular contains a misrepresentation, or that otherwise requires an amendment or supplement to the Circular and the Parties shall co-operate in the preparation of any amendment or supplement to the Circular as required or appropriate, and the Company shall promptly deliver any amendment or supplement to the Circular to Company Shareholders and as otherwise required by the Court or applicable Laws.

Circular. (a) The Corporation will prepare and fileCompany shall, in consultation with the Purchaser: (i) as promptly as reasonably practicable after the date of this Agreement, prepare and cause to be filed with the SEC a preliminary version of the Circular; (ii) provide the Purchaser and its advisorslegal counsel with reasonable opportunity to review and comment on: (A) the drafts of the Circular before filing the preliminary version of the Circular with the SEC; and (B) any response to comments received from the SEC. The Company shall in good faith consider all comments reasonably and promptly proposed by the Purchaser or its legal counsel in relation to the Circular, and as soon as reasonably practicable, notify the Purchaser and provide copies of any material communications sent to or received from the SEC in relation to the Circular; and (iii) as soon as reasonably practicable, respond to any comments received from the SEC concerning the Circular and Schedule 13E-3 in all jurisdictions where use commercially reasonable efforts to resolve such comments with the same is required and mail the Circular to the Corporation Securityholders SEC as required under applicable Laws and the Interim Order.promptly as possible; (b) The Corporation Company shall ensure that each of the Circular and the Schedule 13E-3 complies in all material respects with all applicable Laws, and, without limiting the generality of the foregoing, that the Circular and the Schedule 13E-3 (including with respect to any information incorporated therein by reference): (i) will not contain any Misrepresentation misrepresentation (other than in each case with respect to any information relating to furnished in writing by the Purchaser PartiesPurchaser), and shall provide Corporation Shareholders ; and (ii) provides the Affected Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Shareholders’ Company Meeting. (c) All information relating solely to the Purchaser included in the Circular shall: (i) be provided by the Purchaser in accordance with Section 2.5(e); and (ii) be in form and content satisfactory to the Purchaser, acting reasonably. (d) The Circular will include include: (i) a copy of the Company Board Fairness Opinion and the Company Independent Committee Fairness Opinion; (ii) a statement that the Company Independent Committee has unanimously determined and the Company Board has unanimously determined, that the Arrangement is: (A) fair to the Company Shareholders; and (B) in the best interests of the Company; (iii) the unanimous recommendation of the Unconflicted Company Board that the Affected Securityholders vote in favour of Directors the Arrangement Resolution; (iv) the rationale for that Corporation Shareholders recommendation; and (v) a statement that each Director and executive officer of the Company intends to vote all Affected Securities held by him or her in favour of the Arrangement Resolution. (de) The Purchaser will will, in a timely manner, furnish to the Corporation Company with all such information regarding the Purchaser Parties as may reasonably be required to be included in the Circular pursuant to applicable Laws and any other documents related thereto. (f) The Company and the Purchaser will cooperate in the preparation, filing and mailing of the Circular and the Company shall as soon as reasonably practicable after the issuance of the Interim Order, cause the Circular to be sent to the Affected Securityholders in compliance with the abridged timing requirements contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and filed as required by the Interim Order or and applicable Laws or as may be reasonably required by the Corporation in the preparation of the Circular Laws. (g) The Company and the Schedule 13E-3 for inclusion in the Circular and the Schedule 13E-3 and in any amendments or supplements to such documents or other documents related thereto; in particular, in order to assist the Corporation in calculating the paid-up capital of the common shares in the capital of the Corporation for purposes of the Tax Act, the Purchaser will furnish each promptly notify the other if, at any time before the Effective Date, it becomes aware (in the case of the Company, only with respect to the Corporation promptly following Company and in the date hereof the paid-up capital for purposes case of the Tax Act of the common shares in the capital of the Corporation immediately prior to the merger completed on March 31, 2011 in accordance Purchaser only with the Agreement and Plan of Merger and Contribution, dated as of October 4, 2010, among Brookfield Homes Corporation, the Corporation, Brookfield Residential Acquisition Corp. and Brookfield Properties Corporation. The Purchaser shall ensure that no such information will contain any Misrepresentation. The Purchaser shall indemnify and save harmless the Corporation, its subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation, any subsidiary of the Corporation or any of their respective Representatives may be subject or may suffer, in any way caused by, or arising directly or indirectly, from or in consequence of (a) any Misrepresentation or alleged Misrepresentation in any information related respect to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) included in that the Circular or Schedule 13E-3 that is provided by any other document referred to in Section 2.5(d): (i) contains any misrepresentation; or (ii) otherwise requires any amendment or supplement, and promptly deliver written notice to the other Party setting out full particulars thereof. (h) The Company and the Purchaser will cooperate with each other in the preparation, filing and dissemination of any: (i) required supplement or its Representatives for the purpose of inclusion in amendment to the Circular or Schedule 13E-3 and such other document, as the case may be; and (bii) any order made, or any inquiry, investigation or proceeding by any Securities Authority related news release or other Governmental Entity, to the extent based on any Misrepresentation document necessary or any alleged Misrepresentation desirable in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) and provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3. The Corporation hereby confirms that it is acting as agent on behalf of the individuals specified in this Section 2.4(d)connection therewith. (ei) The Company shall keep the Purchaser and its advisors shall be given fully informed, in a reasonable opportunity to review and comment on the Circular and Schedule 13E-3timely manner, prior to the Circular being printed and mailed to the Corporation Securityholders and the Circular and Schedule 13E-3 being filed, and reasonable consideration shall be given to of any requests or comments made by the Purchaser and its advisorsCanadian or United States securities regulatory authorities, provided that all information relating solely to the Purchaser Parties included TSX and/or the NYSE American in connection with the Circular and Schedule 13E-3 shall be in form and substance satisfactory to Brookfield, acting reasonably. The Corporation shall provide the Purchaser with a final copy of the Circular prior to the mailing to the Corporation SecurityholdersCircular.

Circular. (a) The Corporation will prepare and fileREIT shall (i) promptly following execution of this Agreement, in consultation with the Purchaser and its advisorslegal counsel, prepare and complete the Circular together with any other documents required by applicable Laws in connection with the Unitholder Meeting and the Arrangement, and (ii) as promptly as reasonably practicable after obtaining the Interim Order, file the Circular and Schedule 13E-3 such other documents in all jurisdictions where the same is required to be filed with the applicable Securities Authorities and mail the Circular and such other documents required to the Corporation Securityholders be mailed to each REIT Unitholder and any other Person as required under applicable Laws and by the Interim Order, in each case so as to permit the Unitholder Meeting to be held by the date specified in Section 2.3(a). (b) The Corporation On the date of mailing thereof, the REIT shall ensure that each of the Circular and the Schedule 13E-3 complies in all material respects with all applicable Laws, and, without limiting the generality of the foregoing, that the Circular Laws and the Schedule 13E-3 will not contain any Misrepresentation (other than in each case with respect to any information relating to the Purchaser Parties), Interim Order and shall provide Corporation Shareholders with information in contain sufficient detail to permit them the REIT Unitholders to form a reasoned judgment concerning the matters to be placed before them at the Shareholders’ Unitholder Meeting, and, without limiting the generality of the foregoing, shall ensure that the Circular will not contain any Misrepresentation (except that the REIT shall not be responsible for the accuracy of any information included in the Circular relating to the Purchaser and its affiliates that was provided by the Purchaser in writing expressly for inclusion in the Circular pursuant to Section 2.4(d)). (c) The Without limiting the generality of the foregoing, the Circular will shall: (i) include a copy and a summary of the Fairness Opinion; (ii) state that the REIT Board has received the Fairness Opinion, and has unanimously determined, based upon, among other things, the recommendation of a special committee of the REIT Board and consultation with its financial and legal advisors, that the consideration to be received by the REIT Unitholders pursuant to the Arrangement is fair, from a financial point of view, to the REIT Unitholders; (ii) that the Arrangement and entry into of this Agreement are in the best interests of the REIT and that the Arrangement and the transactions contemplated hereby are fair to the REIT Unitholders; (iii) contain the unanimous recommendation of the Unconflicted REIT Board to the REIT Unitholders that they vote in favour of Directors the Arrangement Resolution (the “REIT Board Recommendation”); and (iv) a statement that Corporation Shareholders each Trustee and executive officer of the REIT has entered into a Voting Support Agreement pursuant to which such Trustee or executive officer has agreed to vote all of such individual’s REIT Units in favour of the Arrangement Resolution. (d) The Purchaser will furnish to shall promptly provide the Corporation REIT in writing with all such information regarding the Purchaser Parties and its controlled affiliates as may be required by the Interim Order or applicable Laws or as may be reasonably required by the Corporation in the preparation of the Circular and the Schedule 13E-3 for inclusion in the Circular and the Schedule 13E-3 and or in any amendments or supplements to such documents or other documents related thereto; in particular, in order to assist the Corporation in calculating the paid-up capital of the common shares in the capital of the Corporation for purposes of the Tax Act, the Purchaser will furnish Circular to the Corporation promptly following extent reasonably requested by the date hereof the paid-up capital for purposes of the Tax Act of the common shares in the capital of the Corporation immediately prior to the merger completed on March 31, 2011 in accordance with the Agreement and Plan of Merger and Contribution, dated as of October 4, 2010, among Brookfield Homes Corporation, the Corporation, Brookfield Residential Acquisition Corp. and Brookfield Properties CorporationREIT. The Purchaser shall ensure that no such information will contain does not include any MisrepresentationMisrepresentation concerning the Purchaser or its controlled affiliates. The REIT shall use its commercially reasonable efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial or other expert information required by Law to be included in the Circular and to the identification in the Circular of each such advisor. (e) The REIT shall provide the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Circular and related documents prior to the Circular being printed and filed with any Governmental Entity, and reasonable consideration shall be given to any comments made by the Purchaser and its legal counsel, provided that all information relating solely to the Purchaser and its controlled affiliates included in the Circular shall be in form and content approved in writing by the Purchaser in its sole discretion. The REIT shall provide the Purchaser with final copies of the Circular prior to the mailing thereof to the REIT Unitholders. (f) The REIT and the Purchaser shall each promptly notify the other if at any time before the Effective Date either becomes aware that the Circular contains a Misrepresentation, or otherwise requires pursuant to applicable Law an amendment or supplement, and the REIT and the Purchaser shall co-operate in the preparation of any amendment or supplement to the Circular as required or appropriate, and the REIT shall promptly file and mail or otherwise publicly disseminate any amendment or supplement to the Circular to the REIT Unitholders and, if required by the Court or applicable Laws, file the same with any Governmental Entity or Securities Authorities and as otherwise required pursuant to applicable Law, and the REIT will provide the Purchaser and its legal counsel a reasonable opportunity to review and comment thereon prior to any filing or dissemination and shall give reasonable consideration to any comments made by the Purchaser and its legal counsel. The REIT shall provide the Purchaser with final copies of any such amendments prior to the filing or dissemination thereof. (g) The REIT hereby agrees to indemnify and save harmless the Corporation, Purchaser and its subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation, any subsidiary of the Corporation Purchaser or any of their respective its Representatives may be subject or may suffer, in any way caused bysuffer as a result of, or arising directly or indirectlyfrom, from or in consequence of (a) any Misrepresentation or alleged Misrepresentation contained in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) included in the Circular or Schedule 13E-3 other related documents (other than the information relating to the Purchaser that is was provided by the Purchaser or its Representatives in writing for the purpose of inclusion in the such Circular or Schedule 13E-3 and (b) other related documents), including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Securities Authority or other Governmental EntityEntity based on such a Misrepresentation or alleged Misrepresentation. (h) Unless prohibited by Law, the REIT shall promptly notify the Purchaser upon the receipt of any correspondence with respect to the extent based on Circular or the Arrangement, whether written or oral, from any Misrepresentation Securities Authority or the staff of a Securities Authority with respect to the Circular or the Arrangement or any alleged Misrepresentation in request from any Securities Authority or the staff of a Securities Authority for information related to the Purchaser, Brookfield Circular or its affiliates (other than information related the Arrangement or amendments or supplements to the Corporation) Circular, and provided unless prohibited by Law, shall promptly provide the Purchaser with copies of all correspondence between the REIT and its Representatives, on the one hand, and the Securities Authority or the staff of the Securities Authority, on the other hand. The REIT shall use its Representatives for the purpose of inclusion in commercially reasonable efforts to respond as promptly as reasonably practicable to any correspondence with respect to the Circular or Schedule 13E-3. The Corporation hereby confirms that it is acting as agent on behalf the Arrangement from any Securities Authority or the staff of a Securities Authority with respect to the individuals specified in this Section 2.4(d). (e) The Circular or the Arrangement, and unless prohibited by Law, the REIT shall consult with the Purchaser and its advisors legal counsel prior to submitting to the Securities Authority or the staff of the Securities Authority any response to any such correspondence. In connection with the filing of the Circular or any press release in respect of the Arrangement or the dissemination thereof to the REIT Unitholders, or submitting to any Securities Authority or the staff of a Securities Authority any response to any correspondence of any Securities Authority or the staff of the Securities Authority with respect thereto, unless prohibited by Law, the REIT shall be given provide the Purchaser and its legal counsel a reasonable opportunity to review and comment on such document, responses and/or proposed disclosures and the Circular and Schedule 13E-3, REIT will incorporate any reasonable comments of the Purchaser and/or its legal counsel prior to the Circular being printed and mailed to the Corporation Securityholders and the Circular and Schedule 13E-3 being filedsuch filing, and reasonable consideration shall be given to any comments made by the Purchaser and its advisors, provided that all information relating solely to the Purchaser Parties included in the Circular and Schedule 13E-3 shall be in form and substance satisfactory to Brookfield, acting reasonably. The Corporation shall provide the Purchaser with a final copy of the Circular prior to the mailing to the Corporation Securityholdersdissemination or submission.

Circular. (a) The Corporation will prepare and fileAs promptly as practicable after the date of this Agreement, the Mohawk Parties shall, in consultation and cooperation with the Purchaser Invesque Parties, complete the Circular, together with any other documents required by applicable Law in connection with the Meetings and its advisorsthe Plan of Arrangement. The Mohawk Parties shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Circular and Schedule 13E-3 all other documentation required in all jurisdictions where connection with the same is required Meetings to be sent to each of the REIT Unitholders and mail the Circular to the Corporation Securityholders Partnership Unitholders and other Persons as required under applicable Laws and by the Interim OrderOrder and applicable Law, in each case so as to permit the Meetings to be held by the date specified in Section 2.2(a). (b) The Corporation Mohawk Parties shall ensure that each of the Circular and the Schedule 13E-3 complies in all material respects with all applicable Laws, and, without limiting Law and provides the generality REIT Unitholders and Partnership Unitholders with sufficient information (including a copy of the foregoing, that the Circular and the Schedule 13E-3 will not contain any Misrepresentation (other than in each case with respect to any information relating to the Purchaser Parties), and shall provide Corporation Shareholders with information in sufficient detail this Agreement) to permit them to form a reasoned judgment concerning the matters to be placed before them at the Shareholders’ MeetingMeetings (except that the Mohawk Parties shall not be responsible for any information relating to the Invesque Parties or any of their Affiliates that was provided by the Invesque Parties expressly for inclusion in the Circular pursuant to Section 2.4). Without limiting the generality of the foregoing, the Circular must include: (i) a statement that the Board has determined that the REIT Arrangement Resolution is in the best interests of the REIT and the REIT Unitholders and recommends that the REIT Unitholders vote in favour of the REIT Arrangement Resolution; (ii) a statement that the board of directors of Mohawk Master GP has determined that the Partnership Arrangement Resolution is in the best interests of the Partnership and the Partnership Unitholders and recommends that the Partnership Unitholders vote in favour of the Partnership Arrangement Resolutions ((i) and (ii) collectively referred to as the “Board Recommendations”) and (iii) a statement that each trustee of the REIT, each director of Mohawk Master GP and each Locked-Up Person intends to vote all of such individual’s Units in favour of the applicable Arrangement Resolution and, subject to the terms of the Support Agreements, against any resolution submitted by any Person that is inconsistent with the Arrangement. The Board shall not, and shall not resolve or propose to, withdraw, amend, modify or qualify, propose or state its intention to do so, or fail to reaffirm (without qualification) within two (2) Business Days after having been requested in writing by the Invesque Parties to do so. (c) The Circular will include Mohawk Parties shall give the unanimous recommendation of the Unconflicted Board of Directors that Corporation Shareholders vote in favour of the Arrangement Resolution. (d) The Purchaser will furnish to the Corporation all such information regarding the Purchaser Invesque Parties as may be required by the Interim Order or applicable Laws or as may be reasonably required by the Corporation in the preparation of the Circular and the Schedule 13E-3 for inclusion in the Circular and the Schedule 13E-3 and in any amendments or supplements to such documents or other documents related thereto; in particular, in order to assist the Corporation in calculating the paid-up capital of the common shares in the capital of the Corporation for purposes of the Tax Act, the Purchaser will furnish to the Corporation promptly following the date hereof the paid-up capital for purposes of the Tax Act of the common shares in the capital of the Corporation immediately prior to the merger completed on March 31, 2011 in accordance with the Agreement and Plan of Merger and Contribution, dated as of October 4, 2010, among Brookfield Homes Corporation, the Corporation, Brookfield Residential Acquisition Corp. and Brookfield Properties Corporation. The Purchaser shall ensure that no such information will contain any Misrepresentation. The Purchaser shall indemnify and save harmless the Corporation, its subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation, any subsidiary of the Corporation or any of their respective Representatives may be subject or may suffer, in any way caused by, or arising directly or indirectly, from or in consequence of (a) any Misrepresentation or alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) included in the Circular or Schedule 13E-3 that is provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3 and (b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) and provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3. The Corporation hereby confirms that it is acting as agent on behalf of the individuals specified in this Section 2.4(d). (e) The Purchaser and its advisors shall be given legal counsel a reasonable opportunity to review and comment on drafts of the Circular and Schedule 13E-3, other related documents prior to the Circular being printed and mailed to the Corporation Securityholders and the Circular and Schedule 13E-3 being filedprinted, and shall give reasonable consideration shall be given to any comments made by the Purchaser Invesque Parties and its advisorstheir legal counsel, provided and agrees that all information relating solely to the Purchaser Invesque Parties included in the Circular and Schedule 13E-3 shall must be in a form and substance satisfactory to Brookfieldcontent approved in writing by the Invesque Parties, acting reasonably. The Corporation Mohawk Parties shall provide the Purchaser Invesque Parties with a final copy copies of the Circular prior to the mailing to the Corporation SecurityholdersREIT Unitholders and Partnership Unitholders.

Circular. (a) The As promptly as reasonably practicable after the execution of this Agreement, the Corporation will shall prepare and filecomplete, in consultation with the Purchaser and its advisorsAcquireco, the Circular together with any other documents required by the CBCA, the Securities Act and Schedule 13E-3 other applicable Laws in all jurisdictions where connection with the same is required Meeting and mail the Circular to Arrangement, and the Corporation Securityholders shall, as required under applicable Laws and promptly as practicable after obtaining the Interim Order, cause the Circular and other documentation required in connection with the Meeting to be sent to each Shareholder and beneficial holder of Shares and filed as required by the Interim Order and applicable Laws. (b) The Corporation shall ensure that each of the Circular and the Schedule 13E-3 complies in all material respects with all applicable Laws, Laws and, without limiting the generality of the foregoing, the Corporation shall ensure that the Circular and the Schedule 13E-3 will not contain any Misrepresentation (other than in each case with respect to any information relating to the Purchaser Parties), and shall provide Corporation provides Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Shareholders’ Meeting. The Corporation covenants that the information to be contained in the Circular or any amendment thereto (including any information referred to therein or incorporated therein by reference), other than information furnished to the Corporation by Acquireco, will be complete in all material respects as at the date thereof and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made. The Corporation shall permit Acquireco and its counsel to review and comment on drafts of the Circular and other documents referred to above in the course of its preparation and shall consider in good faith Acquireco’s comments thereon. (c) The Acquireco covenants to furnish to the Corporation, on a timely basis, all information requested by the Corporation that may be required under applicable Laws to be contained in the Circular or any amendment thereto relating to Acquireco and the Guarantors, and Acquireco covenants that all such information (including any information referred to therein or incorporated therein by reference) will include be complete in all material respects as at the unanimous recommendation date thereof and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the Unconflicted Board of Directors that Corporation Shareholders vote circumstances in favour of the Arrangement Resolutionwhich they are made. (d) The Purchaser will furnish Each of the Corporation and Acquireco shall promptly notify each other if at any time before the Effective Time it becomes aware that the Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Corporation all such information regarding Circular, and the Purchaser Parties as may be required by the Interim Order or applicable Laws or as may be reasonably required by the Corporation parties shall co-operate in the preparation of the Circular and the Schedule 13E-3 for inclusion in the Circular and the Schedule 13E-3 and in any amendments such amendment or supplements to such documents or other documents related thereto; in particular, in order to assist the Corporation in calculating the paid-up capital of the common shares in the capital of the Corporation for purposes of the Tax Act, the Purchaser will furnish to the Corporation promptly following the date hereof the paid-up capital for purposes of the Tax Act of the common shares in the capital of the Corporation immediately prior to the merger completed on March 31, 2011 in accordance with the Agreement and Plan of Merger and Contribution, dated supplement as of October 4, 2010, among Brookfield Homes Corporation, the Corporation, Brookfield Residential Acquisition Corp. and Brookfield Properties Corporation. The Purchaser shall ensure that no such information will contain any Misrepresentation. The Purchaser shall indemnify and save harmless the Corporation, its subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation, any subsidiary of the Corporation or any of their respective Representatives may be subject or may suffer, in any way caused by, or arising directly or indirectly, from or in consequence of (a) any Misrepresentation or alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) included in the Circular or Schedule 13E-3 that is provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3 and (b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) and provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3. The Corporation hereby confirms that it is acting as agent on behalf of the individuals specified in this Section 2.4(d)required. (e) The Purchaser and its advisors shall be given a reasonable opportunity to review and comment on the Circular and Schedule 13E-3, prior to the Circular being printed and mailed to the Corporation Securityholders and the Circular and Schedule 13E-3 being filed, and reasonable consideration shall be given to any comments made by the Purchaser and its advisors, provided that all information relating solely to the Purchaser Parties included in the Circular and Schedule 13E-3 shall be in form and substance satisfactory to Brookfield, acting reasonably. The Corporation shall provide the Purchaser with a final copy of the Circular prior to the mailing to the Corporation Securityholders.

Circular. (a) The As promptly as reasonably practicable after the execution of this Agreement, the Corporation will shall prepare and filecomplete, in consultation with the Purchaser and its advisorsAcquireco, the Circular together with any other documents required by the CBCA, the Securities Act and Schedule 13E-3 other applicable Laws in all jurisdictions where connection with the same is required Meeting and mail the Circular to Arrangement, and the Corporation Securityholders shall, as required under applicable Laws and promptly as practicable after obtaining the Interim Order, cause the Circular and other documentation required in connection with the Meeting to be sent to each Shareholder and beneficial holder of Shares and filed as required by the Interim Order and applicable Laws. (b) The Corporation shall ensure that each of the Circular and the Schedule 13E-3 complies in all material respects with all applicable Laws, Laws and, without limiting the generality of the foregoing, the Corporation shall ensure that the Circular and the Schedule 13E-3 will not contain any Misrepresentation (other than in each case with respect to any information relating to the Purchaser Parties), and shall provide Corporation provides Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Shareholders’ Meeting. The Corporation covenants that the information to becontained in the Circular or any amendment thereto (including any information referred to therein or incorporated therein by reference), other than information furnished to the Corporation by Acquireco, will be complete in all material respects as at the date thereof and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made. The Corporation shall permit Acquireco and its counsel to review and comment on drafts of the Circular and other documents referred to above in the course of its preparation and shall consider in good faith Acquireco’s comments thereon. (c) The Acquireco covenants to furnish to the Corporation, on a timely basis, all information requested by the Corporation that may be required under applicable Laws to be contained in the Circular or any amendment thereto relating to Acquireco and the Guarantors, and Acquireco covenants that all such information (including any information referred to therein or incorporated therein by reference) will include be complete in all material respects as at the unanimous recommendation date thereof and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the Unconflicted Board of Directors that Corporation Shareholders vote circumstances in favour of the Arrangement Resolutionwhich they are made. (d) The Purchaser will furnish Each of the Corporation and Acquireco shall promptly notify each other if at any time before the Effective Time it becomes aware that the Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Corporation all such information regarding Circular, and the Purchaser Parties as may be required by the Interim Order or applicable Laws or as may be reasonably required by the Corporation parties shall co-operate in the preparation of the Circular and the Schedule 13E-3 for inclusion in the Circular and the Schedule 13E-3 and in any amendments such amendment or supplements to such documents or other documents related thereto; in particular, in order to assist the Corporation in calculating the paid-up capital of the common shares in the capital of the Corporation for purposes of the Tax Act, the Purchaser will furnish to the Corporation promptly following the date hereof the paid-up capital for purposes of the Tax Act of the common shares in the capital of the Corporation immediately prior to the merger completed on March 31, 2011 in accordance with the Agreement and Plan of Merger and Contribution, dated supplement as of October 4, 2010, among Brookfield Homes Corporation, the Corporation, Brookfield Residential Acquisition Corp. and Brookfield Properties Corporation. The Purchaser shall ensure that no such information will contain any Misrepresentation. The Purchaser shall indemnify and save harmless the Corporation, its subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation, any subsidiary of the Corporation or any of their respective Representatives may be subject or may suffer, in any way caused by, or arising directly or indirectly, from or in consequence of (a) any Misrepresentation or alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) included in the Circular or Schedule 13E-3 that is provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3 and (b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) and provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3. The Corporation hereby confirms that it is acting as agent on behalf of the individuals specified in this Section 2.4(d)required. (e) The Purchaser and its advisors shall be given a reasonable opportunity to review and comment on the Circular and Schedule 13E-3, prior to the Circular being printed and mailed to the Corporation Securityholders and the Circular and Schedule 13E-3 being filed, and reasonable consideration shall be given to any comments made by the Purchaser and its advisors, provided that all information relating solely to the Purchaser Parties included in the Circular and Schedule 13E-3 shall be in form and substance satisfactory to Brookfield, acting reasonably. The Corporation shall provide the Purchaser with a final copy of the Circular prior to the mailing to the Corporation Securityholders.

Circular. (a1) The Corporation will Company shall, as promptly as reasonably practicable, prepare and filecomplete, in consultation with the Parent and the Purchaser and its advisorstheir legal counsel, the Circular together with any other documents required by applicable Law in connection with the Meeting and Schedule 13E-3 in all jurisdictions where the same is required Arrangement, and mail the Circular to the Corporation Securityholders Company shall, as required under applicable Laws and promptly as reasonably practicable after obtaining the Interim Order, cause the Circular and such other documents to be filed and sent to each Shareholder and other person as required by the Interim Order and applicable Law, in each case so as to permit the Meeting to be held by the date specified in Section 2.3(1). (b2) The Corporation Company shall ensure that each of the Circular and the Schedule 13E-3 complies in all material respects with all applicable LawsLaw, anddoes not contain any Misrepresentation (other than, without in each case, with respect to any written information provided by the Parent or the Purchaser and their representatives for inclusion in the Circular) and provides the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Meeting. Without limiting the generality of the foregoing, the Circular must include: (i) a copy of the Fairness Opinion, (ii) a statement that the Circular and Special Committee has received the Schedule 13E-3 will not contain any Misrepresentation (other than in each case with respect to any information relating to the Purchaser Parties)Fairness Opinion, and shall provide Corporation Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning has, after receiving legal and financial advice, unanimously recommended that the matters to be placed before them at Board approve the Shareholders’ Meeting. (c) The Circular will include Arrangement Agreement and that the unanimous recommendation of the Unconflicted Board of Directors that Corporation Shareholders vote in favour of the Arrangement Resolution, (iii) a statement that the Board has received the Fairness Opinion, and has unanimously determined, after receiving legal and financial advice and the recommendation of the Special Committee, that the Arrangement Resolution is in the best interests of the Company and unanimously recommends that the Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”); (iv) a statement that each Supporting Shareholder intends to vote all of such individual’s Common Shares in favour of the Arrangement Resolution and (v) disclosure sufficient to allow the Parent to rely upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereunder. (d3) The Purchaser will furnish to Company shall give the Corporation all such information regarding Parent and the Purchaser Parties as may be required by the Interim Order or applicable Laws or as may be reasonably required by the Corporation in the preparation of the Circular and the Schedule 13E-3 for inclusion in the Circular and the Schedule 13E-3 and in any amendments or supplements to such documents or other documents related thereto; in particular, in order to assist the Corporation in calculating the paid-up capital of the common shares in the capital of the Corporation for purposes of the Tax Act, the Purchaser will furnish to the Corporation promptly following the date hereof the paid-up capital for purposes of the Tax Act of the common shares in the capital of the Corporation immediately prior to the merger completed on March 31, 2011 in accordance with the Agreement and Plan of Merger and Contribution, dated as of October 4, 2010, among Brookfield Homes Corporation, the Corporation, Brookfield Residential Acquisition Corp. and Brookfield Properties Corporation. The Purchaser shall ensure that no such information will contain any Misrepresentation. The Purchaser shall indemnify and save harmless the Corporation, its subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation, any subsidiary of the Corporation or any of their respective Representatives may be subject or may suffer, in any way caused by, or arising directly or indirectly, from or in consequence of (a) any Misrepresentation or alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) included in the Circular or Schedule 13E-3 that is provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3 and (b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) and provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3. The Corporation hereby confirms that it is acting as agent on behalf of the individuals specified in this Section 2.4(d). (e) The Purchaser and its advisors shall be given legal counsel a reasonable opportunity to review and comment on drafts of the Circular and Schedule 13E-3, prior to the Circular being printed and mailed to the Corporation Securityholders and the Circular and Schedule 13E-3 being filedother related documents, and shall give reasonable consideration shall be given to any comments made by the Parent or the Purchaser and its advisorstheir legal counsel, provided and the Company agrees that all information relating solely to the Parent and the Purchaser Parties and their respective Subsidiaries included in the Circular and Schedule 13E-3 shall any information describing the terms of the Arrangement and/ or the Plan of Arrangement must be in a form and substance content satisfactory to Brookfieldthe Parent and the Purchaser, each acting reasonably. (4) The Parent and the Purchaser shall provide to the Company in writing all necessary information concerning the Parent and the Purchaser, respectively, that is required by Law to be included by the Company in the Circular or other related documents required to be filed by the Company in connection therewith, and shall ensure that such information (including with respect to any information incorporated by reference) does not contain any Misrepresentation. (5) Each Party shall promptly notify the other Party if, at any time before the Effective Date, it becomes aware (in the case of the Company, only in respect of information relating to the Company and its Subsidiaries and in the case of the Parent and the Purchaser, only in respect of information relating to the Parent and its Subsidiaries) that the Circular or other related documents contain a Misrepresentation, or otherwise requires an amendment or supplement. The Corporation Parties shall provide cooperate, in a manner consistent with this Section 2.4 above, in the Purchaser with a final copy preparation of any such amendment or supplement as required or appropriate, and the Circular prior Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the mailing to Shareholders and, if required by the Corporation SecurityholdersCourt or by Law, file the same with the applicable Securities Authorities or any other Governmental Authority as required.

Circular. (a) The Corporation will prepare and fileSubject to the Purchaser complying with Section 2.5(c), the Company will, in consultation with the Purchaser and its advisorsPurchaser: (i) as soon as reasonably practicable after the execution of this Agreement, promptly prepare the Circular and Schedule 13E-3 together with any other documents required by the BCBCA or any other applicable Laws in all jurisdictions where connection with the same is required and mail approval of the Arrangement Resolution by the Company Shareholders at the Company Meeting; and (ii) as soon as reasonably practicable after the issuance of the Interim Order, cause the Circular to be sent to the Corporation Securityholders Company Shareholders in compliance with the abridged timing requirements contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and filed as required under applicable Laws and by the Interim OrderOrder and applicable Laws. (b) The Corporation Company shall ensure that each of the Circular and the Schedule 13E-3 complies in all material respects with all applicable Laws, and, without limiting the generality of the foregoing, that the Circular and the Schedule 13E-3 (including with respect to any information incorporated therein by reference): (i) will not contain any Misrepresentation misrepresentation (other than in each case with respect to any information relating to furnished in writing by the Purchaser PartiesPurchaser), and shall provide Corporation ; and (ii) provides the Company Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Shareholders’ Company Meeting. (c) The Company and the Purchaser will cooperate in the preparation, filing and mailing of the Circular and the Purchaser will, in a timely manner, furnish the Company with all such information regarding the Purchaser as may reasonably be required to be included in the Circular pursuant to applicable Laws and any other documents related thereto. The Purchaser will ensure all such information will not contain any misrepresentations. (d) Prior to filing the Circular with applicable Governmental Authorities and printing and mailing the Circular to the Company Shareholders, the Company will: (i) provide the Purchaser and legal counsel to the Purchaser with a reasonable opportunity to review and comment on drafts of the Circular and other documents related thereto; and (ii) give reasonable consideration to such comments. (e) All information relating solely to the Purchaser included in the Circular shall: (i) be provided by the Purchaser in accordance with Section 2.5(c); and (ii) be in form and content satisfactory to the Purchaser, acting reasonably. (f) The Circular will include include: (i) a copy of the Company Board Fairness Opinion; (ii) a statement that the Company Board has unanimously determined (with only an interested director abstaining), that the Arrangement is: (A) fair to the Company Shareholders; and (B) in the best interests of the Company; (iii) the unanimous recommendation of the Unconflicted Company Board of Directors (with only an interested director abstaining) that Corporation the Company Shareholders vote in favour of the Arrangement Resolution.; (div) The Purchaser will furnish the rationale for that recommendation; and (v) a statement that each Director and Company Senior Management has signed a Support Agreement pursuant to which, and subject to the Corporation terms thereof, they have agreed to vote all such information regarding the Purchaser Parties as may be required Company Shares held by the Interim Order or applicable Laws or as may be reasonably required by the Corporation him in the preparation favour of the Circular and the Schedule 13E-3 for inclusion in the Circular and the Schedule 13E-3 and in any amendments or supplements to such documents or other documents related thereto; in particular, in order to assist the Corporation in calculating the paid-up capital of the common shares in the capital of the Corporation for purposes of the Tax Act, the Purchaser will furnish to the Corporation promptly following the date hereof the paid-up capital for purposes of the Tax Act of the common shares in the capital of the Corporation immediately prior to the merger completed on March 31, 2011 in accordance with the Agreement and Plan of Merger and Contribution, dated as of October 4, 2010, among Brookfield Homes Corporation, the Corporation, Brookfield Residential Acquisition Corp. and Brookfield Properties Corporation. The Purchaser shall ensure that no such information will contain any Misrepresentation. The Purchaser shall indemnify and save harmless the Corporation, its subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation, any subsidiary of the Corporation or any of their respective Representatives may be subject or may suffer, in any way caused by, or arising directly or indirectly, from or in consequence of (a) any Misrepresentation or alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) included in the Circular or Schedule 13E-3 that is provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3 and (b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental EntityArrangement Resolution, to the extent based on permitted by applicable Laws; (g) The Company and the Purchaser will each promptly notify the other if, at any Misrepresentation or any alleged Misrepresentation time before the Effective Date, it becomes aware (in any information related the case of the Company, only with respect to the Company and in the case of the Purchaser only with respect to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) and provided by the Purchaser or its Representatives for the purpose of inclusion in that the Circular or Schedule 13E-3. The Corporation hereby confirms that it is acting as agent on behalf of any other document referred to in Section 2.5(f): (i) contains any misrepresentation; or (ii) otherwise requires any amendment or supplement, and promptly deliver written notice to the individuals specified in this Section 2.4(d)other Party setting out full particulars thereof. (eh) The Company and the Purchaser will cooperate with each other in the preparation, filing and its advisors shall be given a reasonable opportunity to review and comment on the Circular and Schedule 13E-3, prior dissemination of any: (i) required supplement or amendment to the Circular being printed and mailed to or such other document, as the Corporation Securityholders and case may be; and (ii) related news release or other document necessary or desirable in connection therewith. (i) The Company shall keep the Circular and Schedule 13E-3 being filedPurchaser fully informed, and reasonable consideration shall be given to in a timely manner, of any requests or comments made by the Purchaser and its advisors, provided that all information relating solely to Canadian regulatory authorities and/or the Purchaser Parties included TSXV in connection with the Circular and Schedule 13E-3 shall be in form and substance satisfactory to Brookfield, acting reasonably. The Corporation shall provide the Purchaser with a final copy of the Circular prior to the mailing to the Corporation SecurityholdersCircular.

Circular. (a1) The Corporation will shall, as promptly as reasonably practicable after the date of this Agreement, prepare and filecomplete, in consultation with the Purchaser and its advisorsPurchaser, the Circular together with any other documents required by Law in connection with the Meeting and Schedule 13E-3 in all jurisdictions where the same is required Arrangement, and mail the Corporation shall file the Circular to the Corporation Securityholders and such other documents in compliance with applicable Securities Laws. As promptly as required under applicable Laws and reasonably practicable after obtaining the Interim Order, the Corporation shall cause the Circular and such other documents to be filed and sent to each Shareholder and other Person as required by the Interim Order and Law, in each case so as to permit the Meeting to be held by the date specified in Section 2.3(1). (b2) The Corporation shall ensure that each of the Circular and the Schedule 13E-3 complies in all material respects with all applicable Lawsthe Interim Order and Law, and, without limiting the generality of the foregoing, that the Circular and the Schedule 13E-3 will does not contain any Misrepresentation (other than in each case respect to any written information with respect to any information relating to the Purchaser Parties), or the Financing Sources that is furnished in writing by or on behalf of the Purchaser or the Financing Sources for inclusion in the Circular) and shall provide Corporation provides the Shareholders with sufficient information in sufficient detail to permit them to form a reasoned judgment judgement concerning the matters to be placed before them at the Shareholders’ Meeting. . Without limiting the generality of the foregoing, the Circular must include: (a) a summary and a copy of the Fairness Opinions, (b) a statement that the Board has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel, unanimously determined (subject to the obligation of any conflicted directors, if any, to abstain from voting upon the matter) that the Arrangement Resolution is in the best interests of the Corporation and is fair to the Shareholders and that the Board unanimously recommends that the Shareholders vote in favour of the Arrangement Resolution (the "Board Recommendation"), and (c) The Circular will include the unanimous recommendation a statement that each director and officer of the Unconflicted Board Corporation has entered into a D&O Support and Voting Agreement pursuant to which such director or officer has agreed to vote all of Directors that Corporation Shareholders vote his or her Shares in favour of the Arrangement Resolution. (d3) The Purchaser will furnish to Corporation shall give the Corporation all such information regarding the Purchaser Parties as may be required by the Interim Order or applicable Laws or as may be reasonably required by the Corporation in the preparation of the Circular and the Schedule 13E-3 for inclusion in the Circular and the Schedule 13E-3 and in any amendments or supplements to such documents or other documents related thereto; in particular, in order to assist the Corporation in calculating the paid-up capital of the common shares in the capital of the Corporation for purposes of the Tax Act, the Purchaser will furnish to the Corporation promptly following the date hereof the paid-up capital for purposes of the Tax Act of the common shares in the capital of the Corporation immediately prior to the merger completed on March 31, 2011 in accordance with the Agreement and Plan of Merger and Contribution, dated as of October 4, 2010, among Brookfield Homes Corporation, the Corporation, Brookfield Residential Acquisition Corp. and Brookfield Properties Corporation. The Purchaser shall ensure that no such information will contain any Misrepresentation. The Purchaser shall indemnify and save harmless the Corporation, its subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation, any subsidiary of the Corporation or any of their respective Representatives may be subject or may suffer, in any way caused by, or arising directly or indirectly, from or in consequence of (a) any Misrepresentation or alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) included in the Circular or Schedule 13E-3 that is provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3 and (b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) and provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3. The Corporation hereby confirms that it is acting as agent on behalf of the individuals specified in this Section 2.4(d). (e) The Purchaser and its advisors shall be given outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and Schedule 13E-3, prior to the Circular being printed and mailed to the Corporation Securityholders and the Circular and Schedule 13E-3 being filedother related documents, and shall give reasonable consideration shall be given to any comments made by the Purchaser and its advisorsoutside legal counsel, provided and agrees that all information relating solely to the Purchaser Parties included or the Financing Sources that is furnished in writing by or on behalf of the Purchaser or the Financing Sources for inclusion in the Circular and Schedule 13E-3 shall or other related documents must be in a form and substance content satisfactory to Brookfieldthe Purchaser, acting reasonably. The Corporation shall provide the Purchaser with a final copy of the Circular prior to the its mailing to the Shareholders. (4) The Purchaser shall furnish in writing to the Corporation Securityholdersall necessary information concerning the Purchaser and the Financing Sources, as applicable, that is required by Law to be included by the Corporation in the Circular or other related documents to the Corporation in writing and shall ensure that such information does not contain any Misrepresentation. (5) Each Party shall promptly notify the other Party if it becomes aware that the Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as required.

Circular. (a) The Corporation will prepare and fileSubject to the Purchaser complying with Section 2.5(c), the Company will, in consultation with the Purchaser and its advisorsPurchaser: (i) as soon as reasonably practicable after the execution of this Agreement, promptly prepare the Circular and Schedule 13E-3 together with any other documents required by the BCBCA or any other applicable Laws in all jurisdictions where connection with the same is required and mail approval of the Arrangement Resolution by the Affected Securityholders at the Company Meeting; and (ii) as soon as reasonably practicable after the issuance of the Interim Order, cause the Circular to be sent to the Corporation Affected Securityholders in compliance with the abridged timing requirements contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and filed as required under applicable Laws and by the Interim OrderOrder and applicable Laws. (b) The Corporation Company shall ensure that each of the Circular and the Schedule 13E-3 complies in all material respects with all applicable Laws, and, without limiting the generality of the foregoing, that the Circular and the Schedule 13E-3 (including with respect to any information incorporated therein by reference): (i) will not contain any Misrepresentation misrepresentation (other than in each case with respect to any information relating to furnished in writing by the Purchaser PartiesPurchaser), and shall provide Corporation Shareholders ; and (ii) provides the Affected Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Shareholders’ Company Meeting. (c) The Circular Company and the Purchaser will include cooperate in the unanimous recommendation preparation, filing and mailing of the Unconflicted Board of Directors that Corporation Shareholders vote Circular and the Purchaser will, in favour of a timely manner, furnish the Arrangement Resolution. (d) The Purchaser will furnish to the Corporation Company with all such information regarding the Purchaser Parties as may reasonably be required by the Interim Order or applicable Laws or as may to be reasonably required by the Corporation in the preparation of the Circular and the Schedule 13E-3 for inclusion included in the Circular pursuant to applicable Laws and the Schedule 13E-3 and in any amendments or supplements to such documents or other documents related thereto; in particular, in order to assist the Corporation in calculating the paid-up capital of the common shares in the capital of the Corporation for purposes of the Tax Act, the Purchaser will furnish to the Corporation promptly following the date hereof the paid-up capital for purposes of the Tax Act of the common shares in the capital of the Corporation immediately prior to the merger completed on March 31, 2011 in accordance with the Agreement and Plan of Merger and Contribution, dated as of October 4, 2010, among Brookfield Homes Corporation, the Corporation, Brookfield Residential Acquisition Corp. and Brookfield Properties Corporation. The Purchaser shall will ensure that no all such information will not contain any Misrepresentation. The Purchaser shall indemnify and save harmless the Corporation, its subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation, any subsidiary of the Corporation or any of their respective Representatives may be subject or may suffer, in any way caused by, or arising directly or indirectly, from or in consequence of (a) any Misrepresentation or alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) included in the Circular or Schedule 13E-3 that is provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3 and (b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) and provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3. The Corporation hereby confirms that it is acting as agent on behalf of the individuals specified in this Section 2.4(d)misrepresentations. (ed) The Prior to filing the Circular with applicable Governmental Authorities and printing and mailing the Circular to the Affected Securityholders, the Company will: (i) provide the Purchaser and its advisors shall be given legal counsel to the Purchaser with a reasonable opportunity to review and comment on drafts of the Circular and Schedule 13E-3, prior to the Circular being printed and mailed to the Corporation Securityholders and the Circular and Schedule 13E-3 being filed, and other documents related thereto; and (ii) give reasonable consideration shall be given to any comments made by the Purchaser and its advisors, provided that all such comments. (e) All information relating solely to the Purchaser Parties included in the Circular and Schedule 13E-3 shall shall: (i) be provided by the Purchaser in accordance with Section 2.5(c); and (ii) be in form and substance content satisfactory to Brookfieldthe Purchaser, acting reasonably. . (f) The Corporation shall provide the Purchaser with Circular will include: (i) a final copy of the Circular prior Company Board Fairness Opinion and the Company Special Committee Fairness Opinion; (ii) a statement that the Company Special Committee has unanimously determined and the Company Board has unanimously determined, that the Arrangement is: (A) fair to the mailing Company Shareholders; and (B) in the best interests of the Company; (iii) the unanimous recommendation of the Company Board that the Affected Securityholders vote in favour of the Arrangement Resolution; (iv) the rationale for that recommendation; and (v) a statement that each Director and Company Senior Management has signed a Support Agreement pursuant to which, and subject to the Corporation Securityholdersterms thereof, they have agreed to vote all Affected Securities held by him in favour of the Arrangement Resolution (g) The Company and the Purchaser will each promptly notify the other if, at any time before the Effective Date, it becomes aware (in the case of the Company, only with respect to the Company and in the case of the Purchaser only with respect to the Purchaser) that the Circular or any other document referred to in Section 2.5(f): (i) contains any misrepresentation; or (ii) otherwise requires any amendment or supplement, and promptly deliver written notice to the other Party setting out full particulars thereof. (h) The Company and the Purchaser will cooperate with each other in the preparation, filing and dissemination of any: (i) required supplement or amendment to the Circular or such other document, as the case may be; and (ii) related news release or other document necessary or desirable in connection therewith. (i) The Company shall keep the Purchaser fully informed, in a timely manner, of any requests or comments made by the Canadian regulatory authorities and/or the TSX in connection with the Circular.

Circular. (a) The Corporation will BPO will, in a timely and expeditious manner, prepare and file, in consultation with the Purchaser Offerors and its their advisors, the Circular and Schedule 13E-3 in all jurisdictions where the same is required and mail the Circular to the Corporation Securityholders Shareholders as required under applicable Laws and the Interim Order.; (b) The Corporation BPO shall ensure that each of the Circular and the Schedule 13E-3 complies in all material respects with all applicable Laws, and, without limiting the generality of the foregoing, that the Circular and the Schedule 13E-3 will not contain any Misrepresentation (other than in each case with respect to any information relating to the Purchaser PartiesOfferors, including the BPY Units and the Exchange LP Units), and shall provide Corporation Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Shareholders’ Meeting.; (c) The the Circular will include the unanimous recommendation of the Unconflicted Board of Directors that Corporation Shareholders vote in favour of the Arrangement Resolution.; (d) The Purchaser the Offerors will furnish to the Corporation BPO all such information regarding the Purchaser Parties Offerors, including the BPY Units and Exchange LP Units, as may be required by the Interim Order or applicable Laws or as may be reasonably required by the Corporation BPO in the preparation of the Circular and the Schedule 13E-3 for inclusion in the Circular and the Schedule 13E-3 and in any amendments or supplements to such documents Circular or other documents related thereto; in particular, in order to assist the Corporation in calculating the paid-up capital of the common shares in the capital of the Corporation for purposes of the Tax Act, the Purchaser will furnish to the Corporation promptly following the date hereof the paid-up capital for purposes of the Tax Act of the common shares in the capital of the Corporation immediately prior to the merger completed on March 31, 2011 in accordance with the Agreement and Plan of Merger and Contribution, dated as of October 4, 2010, among Brookfield Homes Corporation, the Corporation, Brookfield Residential Acquisition Corp. and Brookfield Properties Corporation. The Purchaser Offerors shall ensure that no such information will contain any Misrepresentation. The Purchaser shall indemnify and save harmless the Corporation, its subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation, any subsidiary of the Corporation or any of their respective Representatives may be subject or may suffer, in any way caused by, or arising directly or indirectly, from or in consequence of (a) any Misrepresentation or alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) included in the Circular or Schedule 13E-3 that is provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3 and (b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) and provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3. The Corporation hereby confirms that it is acting as agent on behalf of the individuals specified in this Section 2.4(d).; and (e) The Purchaser the Offerors and its their advisors shall be given a reasonable opportunity to review and comment on the Circular and Schedule 13E-3Circular, prior to the Circular being printed and printed, mailed to Shareholders and filed in all jurisdictions where the Corporation Securityholders and the Circular and Schedule 13E-3 being filedsame is required, and reasonable consideration shall be given to any comments made by the Purchaser Offerors and its their advisors, provided that all information relating solely to the Purchaser Parties Offerors included in the Circular and Schedule 13E-3 shall be in form and substance satisfactory to BrookfieldBrookfield Property Partners, acting reasonably. The Corporation BPO shall provide the Purchaser Offerors with a final copy of the Circular prior to the mailing to the Corporation SecurityholdersShareholders.

Circular. (a1) The Corporation will Company shall as promptly as practicable prepare and filecomplete, in consultation with the Purchaser and its advisorsAcquiror, the Circular together with any other documents required by Law in connection with the Special Meeting and Schedule 13E-3 in all jurisdictions where the same is required and mail cause the Circular and such other documents to the Corporation Securityholders be filed and sent to each Shareholder and any other Person as required under applicable Laws and by the Interim OrderOrder or Law, in each case so as to permit the Special Meeting to be held by the date specified in Section 2.2(1). (b2) The Corporation Company shall ensure that each of the Circular and the Schedule 13E-3 complies in all material respects with all the Interim Order and applicable Laws, and, without limiting the generality of the foregoing, that the Circular and the Schedule 13E-3 will does not contain any Misrepresentation untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than in each case with respect to any information relating to and provided by the Purchaser Parties)Acquiror, the Acquiror Parent and their affiliates) and shall provide Corporation Shareholders with information in sufficient detail to permit them to form a reasoned judgment judgement concerning the matters to be placed before them at the Shareholders’ Special Meeting. (c) The . Subject to Sections 6.1 to 6.4, the Circular will include the unanimous recommendation Board Recommendation, and a statement that each director and officer of the Unconflicted Board Company intends to vote all of Directors that Corporation Shareholders vote such director's or officer's Common Shares (including any Common Shares issued upon the exercise of any Options) in favour of the Arrangement Resolution, subject to the other terms of this Agreement and the D&O Support and Voting Agreements. (d3) The Purchaser will furnish to Acquiror and the Corporation Acquiror Parent shall provide all such necessary information regarding concerning the Purchaser Parties as may be Acquiror and the Acquiror Parent that is required by the Interim Order or applicable Laws or as may Law to be reasonably required included by the Corporation in the preparation of the Circular and the Schedule 13E-3 for inclusion in the Circular and the Schedule 13E-3 and in any amendments or supplements to such documents or other documents related thereto; in particular, in order to assist the Corporation in calculating the paid-up capital of the common shares in the capital of the Corporation for purposes of the Tax Act, the Purchaser will furnish to the Corporation promptly following the date hereof the paid-up capital for purposes of the Tax Act of the common shares in the capital of the Corporation immediately prior to the merger completed on March 31, 2011 in accordance with the Agreement and Plan of Merger and Contribution, dated as of October 4, 2010, among Brookfield Homes Corporation, the Corporation, Brookfield Residential Acquisition Corp. and Brookfield Properties Corporation. The Purchaser shall ensure that no such information will contain any Misrepresentation. The Purchaser shall indemnify and save harmless the Corporation, its subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation, any subsidiary of the Corporation or any of their respective Representatives may be subject or may suffer, in any way caused by, or arising directly or indirectly, from or in consequence of (a) any Misrepresentation or alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) included Company in the Circular or Schedule 13E-3 that is provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3 and (b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, related documents to the extent based on Company in writing, and shall ensure that such information does not contain any Misrepresentation or any alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) and provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3. The Corporation hereby confirms that it is acting as agent on behalf of the individuals specified in this Section 2.4(d)Misrepresentation. (e4) The Purchaser Acquiror and its advisors legal counsel shall be given a reasonable opportunity to review and comment on the Circular and Schedule 13E-3related documents, prior to the Circular being printed and mailed to Shareholders and filed with the Corporation Securityholders and the Circular and Schedule 13E-3 being filedSecurities Authorities, and reasonable consideration shall be given to any comments made by the Purchaser Acquiror and its advisorscounsel, provided that all information relating solely to the Purchaser Parties Acquiror and the Acquiror Parent included in the Circular and Schedule 13E-3 shall be in form and substance content reasonably satisfactory to Brookfieldthe Acquiror. (5) The Company and the Acquiror shall each promptly notify each other if at any time before the Effective Date, acting reasonably. The Corporation shall provide it becomes aware (in the Purchaser with a final copy case of the Circular prior Company only with respect to the mailing Company and in the case of the Acquiror only with respect to the Corporation SecurityholdersAcquiror or the Acquiror Parent) that the Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Circular, and the Parties shall co-operate in the preparation of any amendment or supplement to the Circular, as required or appropriate, and the Company shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Circular to Shareholders and, if required by the Court or applicable Laws, file the same with the Securities Authorities and as otherwise required.

Circular. (a1) The Corporation will shall, as promptly as reasonably practicable, prepare and filecomplete, in consultation with the Purchaser and its advisorsPurchaser, the Circular together with any other documents required by Law in connection with the Meeting and Schedule 13E-3 in all jurisdictions where the same is required Arrangement, and mail the Circular to the Corporation Securityholders shall, as required under applicable Laws and promptly as reasonably practicable after obtaining the Interim Order, cause the Circular and such other documents to be filed and sent to each Shareholder and other Person as required by the Interim Order and Law, in each case so as to permit the Meeting to be held by the date specified in Section 2.3(1), provided that the Purchaser shall have complied with Section 2.4(4). (b2) The Corporation shall ensure that each of the Circular and the Schedule 13E-3 complies in all material respects with all applicable LawsLaw, and, without limiting the generality of the foregoing, that the Circular and the Schedule 13E-3 will does not contain any Misrepresentation (other than in each case respect to any written information with respect to any information relating to the Purchaser Parties), that is furnished in writing by or on behalf of the Purchaser for inclusion in the Circular) and shall provide Corporation provides the Shareholders with sufficient information in sufficient detail to permit them to form a reasoned judgment judgement concerning the matters to be placed before them at the Shareholders’ Meeting.. Without limiting the generality of the foregoing, but subject to the terms of this Agreement, the Circular must include: (a) a summary and copies of the Fairness Opinions; (b) a statement that the Special Committee has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel and having considered all relevant factors including the terms of the original arrangement agreement and the status of the transaction contemplated thereby, unanimously recommended that the Board approve the Arrangement and that the Shareholders vote in favour of the Arrangement Resolution; (c) The Circular will include a statement that the Board has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel and the unanimous recommendation of the Unconflicted Special Committee and consideration of all relevant factors including the terms of the original arrangement agreement and the status of the transaction contemplated thereby, unanimously determined that the Arrangement Resolution is in the best interests of the Corporation and is fair to the Shareholders and that the Board of Directors unanimously recommends that Corporation the Shareholders vote in favour of the Arrangement Resolution (the "Board Recommendation") and (d) a statement that each director and officer of the Corporation has entered into a D&O Support and Voting Agreement pursuant to which such director or officer has agreed to vote all of his or her Shares in favour of the Arrangement Resolution. (d3) The Purchaser will furnish to Corporation shall give the Corporation all such information regarding the Purchaser Parties as may be required by the Interim Order or applicable Laws or as may be reasonably required by the Corporation in the preparation of the Circular and the Schedule 13E-3 for inclusion in the Circular and the Schedule 13E-3 and in any amendments or supplements to such documents or other documents related thereto; in particular, in order to assist the Corporation in calculating the paid-up capital of the common shares in the capital of the Corporation for purposes of the Tax Act, the Purchaser will furnish to the Corporation promptly following the date hereof the paid-up capital for purposes of the Tax Act of the common shares in the capital of the Corporation immediately prior to the merger completed on March 31, 2011 in accordance with the Agreement and Plan of Merger and Contribution, dated as of October 4, 2010, among Brookfield Homes Corporation, the Corporation, Brookfield Residential Acquisition Corp. and Brookfield Properties Corporation. The Purchaser shall ensure that no such information will contain any Misrepresentation. The Purchaser shall indemnify and save harmless the Corporation, its subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation, any subsidiary of the Corporation or any of their respective Representatives may be subject or may suffer, in any way caused by, or arising directly or indirectly, from or in consequence of (a) any Misrepresentation or alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) included in the Circular or Schedule 13E-3 that is provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3 and (b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) and provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3. The Corporation hereby confirms that it is acting as agent on behalf of the individuals specified in this Section 2.4(d). (e) The Purchaser and its advisors shall be given outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and Schedule 13E-3, prior to the Circular being printed and mailed to the Corporation Securityholders and the Circular and Schedule 13E-3 being filedother related documents, and shall give reasonable consideration shall be given to any comments made by the Purchaser and its advisorsoutside legal counsel, provided and agrees that all information relating solely to the Purchaser Parties included that is furnished in writing by or on behalf of the Purchaser for inclusion in the Circular and Schedule 13E-3 shall or other related documents must be in a form and substance content satisfactory to Brookfieldthe Purchaser, acting reasonably. The Corporation shall provide the Purchaser with a final copy of the Circular prior to the its mailing to the Shareholders. (4) The Purchaser shall provide in writing to the Corporation Securityholdersall necessary information concerning the Purchaser that is required by Law to be included by the Corporation in the Circular or other related documents to the Corporation in writing, and shall ensure that such information does not contain any Misrepresentation. (5) Each Party shall promptly notify the other Party if it becomes aware that the Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as required.

Circular. (a) The Corporation will prepare and fileCompany shall, in consultation with the Purchaser: (i) as promptly as reasonably practicable after the date of this Agreement, prepare and cause to be filed with the SEC a preliminary version of the Circular; (ii) provide the Purchaser and its advisorslegal counsel with reasonable opportunity to review and comment on: (A) the drafts of the Circular before filing the preliminary version of the Circular with the SEC; and (B) any response to comments received from the SEC. The Company shall in good faith consider all comments reasonably and promptly proposed by the Purchaser or its legal counsel in relation to the Circular, and as soon as reasonably practicable, notify the Purchaser and provide copies of any material communications sent to or received from the SEC in relation to the Circular; and (iii) as soon as reasonably practicable, respond to any comments received from the SEC concerning the Circular and Schedule 13E-3 in all jurisdictions where use commercially reasonable efforts to resolve such comments with the same is required and mail the Circular to the Corporation Securityholders SEC as required under applicable Laws and the Interim Order.promptly as possible; (b) The Corporation Company shall ensure that each of the Circular and the Schedule 13E-3 complies in all material respects with all applicable Laws, and, without limiting the generality of the foregoing, that the Circular and the Schedule 13E-3 (including with respect to any information incorporated therein by reference): (i) will not contain any Misrepresentation misrepresentation (other than in each case with respect to any information relating to furnished in writing by the Purchaser PartiesPurchaser), and shall provide Corporation Shareholders ; and (ii) provides the Affected Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Shareholders’ Company Meeting. (c) All information relating solely to the Purchaser included in the Circular shall: (i) be provided by the Purchaser in accordance with Section 2.5(e); and (ii) be in form and content satisfactory to the Purchaser, acting reasonably. (d) The Circular will include include: (i) a copy of the Company Board Fairness Opinion and the Company Independent Committee Fairness Opinion; (ii) a statement that the Company Independent Committee has unanimously determined and the Company Board has unanimously determined, that the Arrangement is: (A) fair to the Company Shareholders; and (B) in the best interests of the Company; (iii) the unanimous recommendation of the Unconflicted Company Board that the Affected Securityholders vote in favour of Directors the Arrangement Resolution; (iv) the rationale for that Corporation Shareholders recommendation; and (v) a statement that each Director and executive officer of the Company intends to vote all Affected Securities held by him or her in favour of the Arrangement Resolution. (de) The Purchaser will will, in a timely manner, furnish to the Corporation Company with all such information regarding the Purchaser Parties as may reasonably be required to be included in the Circular pursuant to applicable Laws and any other documents related thereto. (f) The Company and the Purchaser will cooperate in the preparation, filing and mailing of the Circular and the Company shall as soon as reasonably practicable after the issuance of the Interim Order, cause the Circular to be sent to the Affected Securityholders in compliance with the abridged timing requirements contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and filed as required by the Interim Order or and applicable Laws or as may be reasonably required by the Corporation in the preparation of the Circular Laws. (g) The Company and the Schedule 13E-3 for inclusion in the Circular and the Schedule 13E-3 and in any amendments or supplements to such documents or other documents related thereto; in particular, in order to assist the Corporation in calculating the paid-up capital of the common shares in the capital of the Corporation for purposes of the Tax Act, the Purchaser will furnish each promptly notify the other if, at any time before the Effective Date, it becomes aware (in the case of the Company, only with respect to the Corporation promptly following Company and in the date hereof the paid-up capital for purposes case of the Tax Act of the common shares in the capital of the Corporation immediately prior to the merger completed on March 31, 2011 in accordance Purchaser only with the Agreement and Plan of Merger and Contribution, dated as of October 4, 2010, among Brookfield Homes Corporation, the Corporation, Brookfield Residential Acquisition Corp. and Brookfield Properties Corporation. The Purchaser shall ensure that no such information will contain any Misrepresentation. The Purchaser shall indemnify and save harmless the Corporation, its subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation, any subsidiary of the Corporation or any of their respective Representatives may be subject or may suffer, in any way caused by, or arising directly or indirectly, from or in consequence of (a) any Misrepresentation or alleged Misrepresentation in any information related respect to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) included in that the Circular or Schedule 13E-3 that is provided by any other document referred to in Section 2.5(d): (i) contains any misrepresentation; or (ii) otherwise requires any amendment or supplement, and promptly deliver written notice to the other Party setting out full particulars thereof. (h) The Company and the Purchaser will cooperate with each other in the preparation, filing and dissemination of any: (i) required supplement or its Representatives for the purpose of inclusion in amendment to the Circular or Schedule 13E-3 and such other document, as the case may be; and (bii) any order made, or any inquiry, investigation or proceeding by any Securities Authority related news release or other Governmental Entity, to the extent based on any Misrepresentation document necessary or any alleged Misrepresentation desirable in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) and provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3. The Corporation hereby confirms that it is acting as agent on behalf of the individuals specified in this Section 2.4(d)connection therewith. (ei) The Company shall keep the Purchaser and its advisors shall be given fully informed, in a reasonable opportunity to review and comment on the Circular and Schedule 13E-3timely manner, prior to the Circular being printed and mailed to the Corporation Securityholders and the Circular and Schedule 13E-3 being filed, and reasonable consideration shall be given to of any requests or comments made by the Purchaser and its advisorsCanadian or United States securities regulatory authorities, provided that all information relating solely to the Purchaser Parties included TSX and/or the NYSE American in connection with the Circular and Schedule 13E-3 shall be in form and substance satisfactory to Brookfield, acting reasonably. The Corporation shall provide the Purchaser with a final copy of the Circular prior to the mailing to the Corporation SecurityholdersCircular.

Circular. (a) The Corporation will As promptly as reasonably practicable following execution of this Agreement, the Purchaser shall (i) prepare and filecomplete, in consultation with the Purchaser and its advisorsSellers, the Circular together with any other documents required by Applicable Securities Laws in connection with the Meeting and Schedule 13E-3 the Transactions, (ii) file the Circular in all Canadian jurisdictions where the same is required to be filed under applicable Laws, and mail (iii) send the Circular to the Corporation Securityholders as required under applicable Laws and Applicable Securities Laws, in each case so as to permit the Interim OrderMeeting to be held in compliance with Applicable Securities Laws. (b) The Corporation Purchaser shall ensure that each of the Circular and the Schedule 13E-3 complies in all material respects with all applicable Laws, and, without limiting the generality of the foregoing, that the Circular and the Schedule 13E-3 will does not contain any Misrepresentation (other than than, in each case case, with respect to to: (i) any information furnished by and relating to the Purchaser PartiesSellers, their affiliates and their respective Representatives for inclusion in the Circular (including any historical consolidated financial statements of the Corporation); and (ii) information derived from the materials described in clause (i) above (including any pro forma financial statements), and shall provide Corporation Shareholders with information if approved in sufficient detail to permit them to form a reasoned judgment concerning writing by the matters to be placed before them at Sellers (such exceptions, collectively, the Shareholders“Sellers’ MeetingInformation”). (c) The Circular will include Prior to the unanimous recommendation printing of the Unconflicted Board of Directors that Corporation Shareholders vote in favour of the Arrangement Resolution. (d) The Purchaser will furnish to the Corporation all such information regarding the Purchaser Parties as may be required by the Interim Order or applicable Laws or as may be reasonably required by the Corporation in the preparation of the Circular and the Schedule 13E-3 for inclusion in the Circular and the Schedule 13E-3 and in any amendments or supplements to such documents or other documents related thereto; in particular, in order to assist the Corporation in calculating the paid-up capital of the common shares in the capital of the Corporation for purposes of the Tax ActCircular, the Purchaser will furnish to the Corporation promptly following the date hereof the paid-up capital for purposes of the Tax Act of the common shares in the capital of the Corporation immediately prior to the merger completed on March 31, 2011 in accordance with the Agreement Sellers and Plan of Merger and Contribution, dated as of October 4, 2010, among Brookfield Homes Corporation, the Corporation, Brookfield Residential Acquisition Corp. and Brookfield Properties Corporation. The Purchaser shall ensure that no such information will contain any Misrepresentation. The Purchaser shall indemnify and save harmless the Corporation, its subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation, any subsidiary of the Corporation or any of their respective Representatives may be subject or may suffer, in any way caused by, or arising directly or indirectly, from or in consequence of (a) any Misrepresentation or alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) included in the Circular or Schedule 13E-3 that is provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3 and (b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) and provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3. The Corporation hereby confirms that it is acting as agent on behalf of the individuals specified in this Section 2.4(d). (e) The Purchaser and its advisors Sellers’ legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Circular and Schedule 13E-3, prior to the Circular being printed and mailed to the Corporation Securityholders and the Circular and Schedule 13E-3 being filedother documents related thereto, and reasonable consideration shall be given to any comments made by the Purchaser Sellers and its advisorsSellers’ legal counsel, provided that all information relating solely Sellers’ Information, the description of the background to the Transactions and the summary of the terms, conditions and effects of the Transactions must be in a form and content satisfactory to the Sellers, acting reasonably. (d) The Sellers shall promptly provide the Purchaser Parties with all necessary Sellers’ Information that is required by Law or any Governmental Authorities to be included by the Purchaser in the Circular or other related documents and use Commercially Reasonable Efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Circular and Schedule 13E-3 to the identification in the Circular of each such advisor and shall be in form and substance satisfactory to Brookfieldensure that all Sellers’ Information does not contain any Misrepresentation concerning the Sellers, acting reasonablyany of its Subsidiaries or the Purchased Shares. (e) Each Party shall promptly notify the other Party if it becomes aware that the Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Corporation Parties shall provide cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Purchaser with a final copy of shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to any Person to whom the Circular prior was required to be mailed under Applicable Securities Laws and, if required by Law, file the mailing to the Corporation Securityholderssame with any Governmental Authority as required.

Circular. (a) The Corporation will prepare Desert Lion and fileCamex shall use all commercially reasonable efforts to prepare, in consultation with as promptly as practicable after the Purchaser and its advisorsdate of this Agreement, the Circular and Schedule 13E-3 in all jurisdictions where the same is required and mail the Circular to the Corporation Securityholders as Circular, together with any other documents required under applicable Canadian Securities Laws and the Interim OrderTSXV-V in connection with the Camex Meeting and the Desert Lion Meeting. (b) The Corporation As soon as practicable after the date hereof, Desert Lion shall ensure that each of call and hold the Desert Lion Meeting and Camex shall call and hold the Camex Meeting and Desert Lion and Camex shall deliver the Circular and all other documentation required in connection with the Schedule 13E-3 complies in all material respects with all applicable LawsDesert Lion Meeting and the Camex Meeting to the Desert Lion Shareholders and the Camex Shareholders, and, without limiting respectively. The Desert Lion Meeting and the generality Camex Meeting shall be held at the earliest practicable date following the mailing of the foregoing, that the Circular and the Schedule 13E-3 will not contain any Misrepresentation (other than in each case with respect to any information relating to the Purchaser Parties), and shall provide Corporation Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Shareholders’ Meeting.Circular. 010017000-00145797; 2 36 (c) The Circular will include shall include, inter alia, the unanimous recommendation of the Unconflicted Board of Directors of Camex that Corporation the Camex Shareholders vote in favour of approval of the Arrangement Reverse Take-Over Resolution and the Camex Other Resolutions and the unanimous recommendation of the Board of Directors of Desert Lion that its shareholders vote in favour of approval of the Amalgamation Resolution. (d) The Purchaser will furnish to the Corporation all such information regarding the Purchaser Parties as may be required by the Interim Order or applicable Laws or as may be reasonably required by the Corporation in the preparation Each of the Circular Camex and the Schedule 13E-3 for inclusion in the Circular and the Schedule 13E-3 and in any amendments or supplements to such documents or other documents related thereto; in particular, in order to assist the Corporation in calculating the paid-up capital of the common shares in the capital of the Corporation for purposes of the Tax Act, the Purchaser will furnish to the Corporation promptly following the date hereof the paid-up capital for purposes of the Tax Act of the common shares in the capital of the Corporation immediately prior to the merger completed on March 31, 2011 in accordance with the Agreement and Plan of Merger and Contribution, dated as of October 4, 2010, among Brookfield Homes Corporation, the Corporation, Brookfield Residential Acquisition Corp. and Brookfield Properties Corporation. The Purchaser shall ensure that no such information will contain any Misrepresentation. The Purchaser shall indemnify and save harmless the Corporation, its subsidiaries Desert Lion and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation, any subsidiary of the Corporation or any of their respective Representatives may be subject or may suffer, in any way caused by, or arising directly or indirectly, from or in consequence of (a) any Misrepresentation or alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) included in the Circular or Schedule 13E-3 that is provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3 and (b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) and provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3. The Corporation hereby confirms that it is acting as agent on behalf of the individuals specified in this Section 2.4(d). (e) The Purchaser and its advisors legal counsel shall be given a reasonable opportunity to review and comment on the Circular of the other and Schedule 13E-3, prior to the Circular being printed and mailed to the Corporation Securityholders and the Circular and Schedule 13E-3 being filedother documents related thereto before they become final, and reasonable consideration shall be given to any comments made by the Purchaser such Party and its advisorslegal counsel, provided that all information relating solely to the Purchaser Parties a Party included in the Circular and Schedule 13E-3 shall be in form and substance content satisfactory to Brookfieldsuch Party, acting reasonably. The Corporation shall provide . (e) Desert Lion covenants that the Purchaser Circular will comply as to form in all material respects with a final copy Canadian Securities Law and that none of the information to be supplied by Desert Lion for inclusion or incorporation by reference in the Circular will at the time of the mailing of the Circular contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If, at any time prior to the Effective Time, any event with respect to Desert Lion, its officers and directors or the Desert Lion Subsidiary shall occur that is required to be described in the Circular, Desert Lion shall give prompt written notice to Camex of such event. (f) Camex covenants that the Circular will comply as to form in all material respects with Canadian Securities Law and that none of the information to be supplied by Camex for inclusion or incorporation by reference in the Circular will at the time of the mailing of the Circular contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the Corporation SecurityholdersEffective Time any event with respect to Camex, its officers and directors or the Camex Subsidiary shall occur that is required to be described in the Circular, Camex shall give prompt written notice to Desert Lion of such event.

Circular. (a) The Corporation will prepare Fund shall, as promptly as practicable after the execution and file, delivery of this Agreement and in consultation with the Purchaser and the Purchaser’s Counsel, and in any event within 25 days of the execution and delivery of this Agreement, the Fund shall complete the Circular together with any other documents required by the Fund Declaration of Trust, applicable Securities Laws or other applicable Laws in connection with the Fund Meeting, in each case in form and substance satisfactory to the Purchaser and its advisors, acting reasonably; provided, however, that if the failure to complete the Circular within such period is as a result of the failure of the Purchaser to provide any information required by the Fund to complete the Circular, the period within which the Circular must be completed shall be extended for an additional five (5) Business Days from the date that all such information has been received by the Fund. (b) Subject to section 6.6, the Circular shall include a copy of the Fairness Opinion and shall include the Fund Board’s unanimous recommendation that the Unitholders vote in favour of the Unitholder Resolution, provided, however, that references herein to the unanimous recommendation of the Fund Board shall not include Trustees who have declared a conflict of interest and have not participated in such recommendation. (c) The Purchaser and the Purchaser’s Counsel shall be entitled to review the Circular and Schedule 13E-3 such other documents and amendments thereto and the Fund shall consider (acting reasonably) all comments provided by the Purchaser or the Purchaser’s Counsel, provided that any statements in the Circular and such other documents and amendments thereto relating to the Purchaser and its affiliates and the Unitholder Resolution shall be in form and substance satisfactory to the Purchaser, acting reasonably. (d) The Fund will file the Circular and any other documentation required to be filed under applicable Laws in all jurisdictions where the same Circular is required to be filed by the Fund and mail or cause to be mailed the Circular and any other documentation required to be mailed under applicable Laws to the Corporation Securityholders Unitholders as of the record date established for the Fund Meeting, the Trustee and the auditors of the Fund. The Purchaser will provide such assistance as the Fund may reasonably request in such regard. (e) If at any time prior to the Time of Closing any event shall occur, or fact or information shall be discovered, that should be set forth in an amendment of or a supplement to the Circular, the Fund shall, to the extent required by applicable Law, prepare such amendment or supplement as soon thereafter as is reasonably practicable and cause such amendment or supplement to be distributed to each Unitholder, the Trustees and the auditors of the Fund and filed as required under the Fund Declaration of Trust and applicable Securities Laws. (f) The Purchaser and the Fund shall proceed diligently, in a coordinated fashion and use commercially reasonable efforts to cooperate in the preparation of the Circular and any amendment or supplement thereto, and of any exemptive relief applications or orders and any other documents deemed reasonably necessary by any of them to discharge their respective obligations under applicable Laws. The Purchaser and the Fund shall furnish to each other, on a timely basis, all information as may be reasonably required to effectuate the actions in section 6.7 and section 6.8, and each covenants that no information so furnished by it in writing in connection with those actions will contain any Misrepresentation. (g) The Fund and the Purchaser shall each promptly notify the other if, at any time before the Closing, it becomes aware that the Circular or any application for an order hereunder contains any Misrepresentation, or that otherwise requires an amendment or supplement to the Circular or such application. In any such event, the Fund and each of the Purchasers shall cooperate in the preparation of a supplement or amendment to the Circular or such application, as required and as the case may be, that corrects that Misrepresentation and, if required, shall cause the same to be distributed to the Unitholders as of the record date established for the Fund Meeting, the Trustee and the auditors of the Fund and filed as required under applicable Laws and Law in all jurisdictions where the Interim OrderCircular is required to be filed by the Fund. (bh) The Corporation Fund shall ensure that each of the Circular and the Schedule 13E-3 complies in all material respects with all applicable Laws, Laws and, without limiting the generality of the foregoing, that the Circular and the Schedule 13E-3 will does not contain any a Misrepresentation (other than in each case except that this covenant shall not apply with respect to any information relating to or provided in writing by the Purchaser Partiesto the Fund for inclusion in the Circular). The Purchaser shall ensure that no information regarding itself, its subsidiaries or each of their respective directors, officers and shareholders delivered to the Fund for inclusion in the Circular contains a Misrepresentation. Without limiting the generality of the foregoing, the Fund shall provide Corporation Shareholders ensure that the Circular provides the Unitholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Shareholders’ Fund Meeting. (ci) The Circular will include Fund represents that the unanimous recommendation Trustees have been advised and believe that each of the Unconflicted Board Trustees and senior officers of Directors that Corporation Shareholders vote EDS Group intends to vote, or cause to be voted, all Units of which he or she is the beneficial owner in favour of the Arrangement Unitholder Resolution. (d) The Purchaser will furnish to the Corporation all such information regarding the Purchaser Parties as may be required by the Interim Order or applicable Laws or as may be reasonably required by the Corporation in the preparation of the Circular and the Schedule 13E-3 for inclusion in the Circular and the Schedule 13E-3 and in any amendments or supplements to such documents or other documents related thereto; in particular, in order to assist the Corporation in calculating the paid-up capital of the common shares in the capital of the Corporation for purposes of the Tax Act, the Purchaser will furnish to the Corporation promptly following the date hereof the paid-up capital for purposes of the Tax Act of the common shares in the capital of the Corporation immediately prior to the merger completed on March 31, 2011 in accordance with the Agreement and Plan of Merger and Contribution, dated as of October 4, 2010, among Brookfield Homes Corporation, the Corporation, Brookfield Residential Acquisition Corp. and Brookfield Properties Corporation. The Purchaser shall ensure that no such information will contain any Misrepresentation. The Purchaser shall indemnify and save harmless the Corporation, its subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation, any subsidiary of the Corporation or any of their respective Representatives may be subject or may suffer, in any way caused by, or arising directly or indirectly, from or in consequence of (a) any Misrepresentation or alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) included in the Circular or Schedule 13E-3 that is provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3 and (b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) and provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3. The Corporation hereby confirms that it is acting as agent on behalf of the individuals specified in this Section 2.4(d). (e) The Purchaser and its advisors shall be given a reasonable opportunity to review and comment on the Circular and Schedule 13E-3, prior to the Circular being printed and mailed to the Corporation Securityholders and the Circular and Schedule 13E-3 being filed, and reasonable consideration shall be given to any comments made by the Purchaser and its advisors, provided that all information relating solely to the Purchaser Parties included in the Circular and Schedule 13E-3 shall be in form and substance satisfactory to Brookfield, acting reasonably. The Corporation shall provide the Purchaser with a final copy of the Circular prior to the mailing to the Corporation Securityholders.

Circular. (a) The Corporation Subject to Purchaser’s compliance with Section 2.5(c), as promptly as reasonably practicable following execution of this Agreement and in any event so as to permit the XS Meeting to occur by the date specified in Section 2.4(a), XS will prepare and and, after obtaining the Interim Order, file, in consultation with the Purchaser and its advisors, the XS Circular and Schedule 13E-3 in all jurisdictions where the same is required and mail the XS Circular to the Corporation XS Securityholders and such other Persons as required under applicable Laws and the Interim Order. (b) The Corporation XS shall ensure that each of the XS Circular and the Schedule 13E-3 complies in all material respects with all applicable Laws, and, without limiting the generality of the foregoing, that the XS Circular and the Schedule 13E-3 will not contain any Misrepresentation misrepresentation (other than in each case with respect to any information relating to Purchaser or its representatives that is furnished in writing by or on behalf of Purchaser for inclusion in the Purchaser PartiesXS Circular pursuant to Section 2.5(c)), and shall provide Corporation Shareholders the XS Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Shareholders’ XS Meeting.. Without limiting the generality of the foregoing, but subject to the terms of this Agreement, the XS Circular must include: (ci) The Circular will include the unanimous recommendation all information, disclosure and other documentation required by MI 61-101 (including in respect of the Unconflicted Board Fairness Opinion), and such other financial, operational and other information and disclosure required under applicable Law; and (ii) a statement that each director and executive officer of Directors XS intends to vote all their XS Securities that Corporation Shareholders vote he or she directly or indirectly owns, if any, in favour of the Arrangement Resolution, to the extent it is able, following its commercially reasonable efforts to obtain the confirmations required in order to allow it to make such statement. (dc) The Purchaser will shall furnish to the Corporation XS all such information regarding the Purchaser Parties as may be required by the Interim Order or applicable Laws or as may be reasonably required by the Corporation XS in the preparation of the XS Circular and the Schedule 13E-3 for inclusion in the XS Circular and the Schedule 13E-3 and in any amendments or supplements to such documents or other documents related thereto; in particular, in order to assist the Corporation in calculating the paid-up capital of the common shares in the capital of the Corporation for purposes of the Tax Act, the Purchaser will furnish to the Corporation promptly following the date hereof the paid-up capital for purposes of the Tax Act of the common shares in the capital of the Corporation immediately prior to the merger completed on March 31, 2011 in accordance with the Agreement and Plan of Merger and Contribution, dated as of October 4, 2010, among Brookfield Homes Corporation, the Corporation, Brookfield Residential Acquisition Corp. and Brookfield Properties Corporation. The Purchaser shall ensure that no such information will contain any Misrepresentation. The Purchaser shall indemnify and save harmless the Corporation, its subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation, any subsidiary of the Corporation or any of their respective Representatives may be subject or may suffer, in any way caused by, or arising directly or indirectly, from or in consequence of (a) any Misrepresentation or alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) included in the Circular or Schedule 13E-3 that is provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3 and (b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) and provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3. The Corporation hereby confirms that it is acting as agent on behalf of the individuals specified in this Section 2.4(d)misrepresentation. (ed) The Purchaser and its advisors shall be given a reasonable opportunity to review and comment on the XS Circular and Schedule 13E-3other related documents, prior to the XS Circular being filed and being printed and mailed to (i) the Corporation XS Securityholders and (ii) such other Persons as required under applicable Laws and the Circular and Schedule 13E-3 being filedInterim Order, and reasonable consideration shall be given to any comments made by the Purchaser and its advisors, provided that all information relating solely to the Purchaser Parties included in the XS Circular and Schedule 13E-3 other related documents shall be in form and substance satisfactory to BrookfieldPurchaser, acting reasonably. The Corporation XS shall provide the Purchaser with a final copy of the XS Circular prior to the mailing of it to (i) the XS Securityholders and (ii) such other Persons as required under applicable Laws and the Interim Order. (e) Each Party shall promptly notify the other Parties if at any time before the Effective Date it becomes aware that the XS Circular contains a misrepresentation, or that otherwise requires an amendment or supplement to the Corporation SecurityholdersXS Circular, and the Parties shall co-operate in the preparation of any amendment or supplement to the XS Circular as required or appropriate, and XS shall promptly as practicable mail or otherwise publicly disseminate or cause to be mailed or otherwise publicly disseminated any amendment or supplement to the XS Circular to (i) the XS Securityholders and (ii) such other Persons as required under applicable Laws and the Interim Order and, if required by the Court or applicable Laws, file or cause to be filed the same with any Governmental Entity and as otherwise required. (f) XS shall keep Purchaser informed of any requests or comments made by any Securities Authorities in connection with the XS Circular.

Circular. (a) The Corporation will Company shall as promptly as practicable prepare and filecomplete, in consultation with the Purchaser and its advisorsAcquiror, the Circular together with any other documents required by Law in connection with the Special Meeting and Schedule 13E-3 in all jurisdictions where the same is required and mail cause the Circular and such other documents to the Corporation Securityholders be filed and sent to each Shareholder and any other Person as required under applicable Laws and by the Interim OrderOrder or Law, in each case so as to permit the Special Meeting to be held by the date specified in Section 2.2(a). (b) The Corporation Company shall ensure that each of the Circular and the Schedule 13E-3 complies in all material respects with all the Interim Order and applicable Laws, and, without limiting the generality of the foregoing, that the Circular and the Schedule 13E-3 will does not contain any Misrepresentation untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than in each case with respect to any information relating to the Purchaser Parties), and provided by Acquiror and its affiliates) and shall provide Corporation Shareholders with information in sufficient detail to permit them to form a reasoned judgment judgement concerning the matters to be placed before them at the Shareholders’ Special Meeting. (c) The . Subject to Sections 7.1 to 7.4, the Circular will include the unanimous recommendation Board Recommendation, and a statement that the Significant Shareholder and each director of Company and each Executive intends to vote all of such director's or Executive's Common Shares (including any Common Shares issued upon the Unconflicted Board exercise of Directors that Corporation Shareholders vote any Options) in favour of the Arrangement Resolution, subject to the other terms of this Agreement and the Lock-up Agreements. (dc) The Purchaser Acquiror will furnish to the Corporation Company all such information regarding the Purchaser Parties Acquiror and its affiliates as may be required by the Interim Order or applicable Laws or as may Law to be reasonably required by the Corporation in the preparation of the Circular and the Schedule 13E-3 for inclusion included in the Circular and the Schedule 13E-3 and in any amendments or supplements to such documents or other documents related thereto; in particular, in order to assist including the Corporation in calculating the paidinformation about Acquiror which is required under Item 14.2 of Form 51-up capital 102F5 of the common shares in the capital of the Corporation for purposes of the Tax Act, the Purchaser will furnish to the Corporation promptly following the date hereof the paidNational Instrument 51-up capital for purposes of the Tax Act of the common shares in the capital of the Corporation immediately prior to the merger completed on March 31, 2011 in accordance with the Agreement and Plan of Merger and Contribution, dated as of October 4, 2010, among Brookfield Homes Corporation, the Corporation, Brookfield Residential Acquisition Corp. and Brookfield Properties Corporation102 - Continuous Disclosure Obligations. The Purchaser Acquiror shall ensure that no such information will contain include any untrue statement of a material fact or omit to state a material fact required to be stated in the Circular in order to make any information so furnished or any information concerning Acquiror and its affiliates not misleading in light of the circumstances in which it is disclosed (a “Misrepresentation”). The Purchaser shall indemnify Acquiror hereby indemnifies and save saves harmless the Corporation, Company and its subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and reasonable expenses to which the Corporation, any subsidiary of the Corporation Company or any of their respective its Representatives may be subject or may suffer, in any way caused bysuffer as a result of, or arising directly or indirectlyfrom, from or in consequence of (a) any Misrepresentation or alleged Misrepresentation contained in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) included in the Circular or Schedule 13E-3 that is was provided by the Purchaser Acquiror or its Representatives specifically for the purpose inclusion therein, including as a result of inclusion in the Circular or Schedule 13E-3 and (b) any order made, or any inquiry, investigation or proceeding instituted by any Securities Authority Authorities or other Governmental Entity, to the extent Entity based on any such a Misrepresentation or any alleged Misrepresentation in any Misrepresentation; provided that the information related to the Purchaser, Brookfield or regarding Acquiror and its affiliates (other than information related to the Corporation) and provided by the Purchaser or its Representatives for the purpose of inclusion is included in the Circular or Schedule 13E-3. The Corporation hereby confirms that it is acting as agent on behalf of in the individuals specified in this Section 2.4(d)form furnished to Company by Acquiror. (ed) The Purchaser Acquiror and its advisors legal counsel shall be given a reasonable opportunity to review and comment on the Circular and Schedule 13E-3related documents, prior to the Circular being printed and mailed to Shareholders and filed with the Corporation Securityholders and the Circular and Schedule 13E-3 being filedSecurities Authorities, and reasonable consideration shall be given to any comments made by the Purchaser Acquiror and its advisorscounsel, provided that all information relating solely to the Purchaser Parties Acquiror included in the Circular and Schedule 13E-3 shall be in form and substance content reasonably satisfactory to BrookfieldAcquiror. (e) Company and Acquiror shall each promptly notify each other if at any time before the Effective Date, acting reasonably. The Corporation shall provide it becomes aware (in the Purchaser case of Company only with respect to Company and in the case of Acquiror only with respect to Acquiror) that the Circular contains an untrue statement of a final copy material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the Circular prior circumstances in which they are made, or that otherwise requires an amendment or supplement to the mailing Circular, and the Parties shall co-operate in the preparation of any amendment or supplement to the Corporation SecurityholdersCircular, as required or appropriate, and Company shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Circular to Shareholders and, if required by the Court or applicable Laws, file the same with the Securities Authorities and as otherwise required.

Circular. (a1) The Corporation will shall promptly prepare and filecomplete, in consultation with the Purchaser and its advisorsPurchaser, the Circular together with any other documents required by Law in connection with the Meeting and Schedule 13E-3 in all jurisdictions where the same is required Arrangement, and mail the Circular to the Corporation Securityholders as required under applicable Laws and shall, promptly after obtaining the Interim Order, cause the Circular and such other documents to be filed and sent to each Shareholder and other Person as required by the Interim Order and Law, in each case so as to permit the Meeting to be held by the date specified in Section 2.3(a). (b2) The Corporation shall ensure that each of the Circular and the Schedule 13E-3 complies in all material respects with all applicable LawsLaw, and, without does not contain any Misrepresentation and provides Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Meeting. Without limiting the generality of the foregoing, the Circular must include: (i) a copy of the Opinion received by the Board, (ii) a statement that the Circular Board and the Schedule 13E-3 will not contain any Misrepresentation (other than Special Committee have unanimously determined that the Arrangement Resolution is in each case with respect to any information relating the best interests of Corporation and is fair to the Purchaser Parties), Shareholders and shall provide Corporation Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Shareholders’ Meeting. (c) The Circular will include the unanimous recommendation of the Unconflicted Board of Directors unanimously recommend that Corporation Shareholders vote in favour of the Arrangement ResolutionResolution (the "Board Recommendation"), (iii) a description of the factors considered, including consultation in the evaluation of the Arrangement with legal and financial advisors, by the Special Committee and the Board in connection with such determination and recommendation and (iv) a statement that each director and executive officer of Corporation intends to vote all of such individual's Common Shares in favour of the Arrangement Resolution and against any resolution submitted by any Shareholder that is inconsistent with the Arrangement. (d3) The Corporation shall give Purchaser will furnish and its legal counsel a reasonable opportunity to the Corporation all such information regarding the Purchaser Parties as may be required by the Interim Order or applicable Laws or as may be reasonably required by the Corporation in the preparation review and comment on drafts of the Circular and the Schedule 13E-3 for inclusion other related documents, and shall give reasonable consideration to any comments made by Purchaser and its counsel, and agrees that all information relating solely to Purchaser included in the Circular must be in a form and content satisfactory to Purchaser, acting reasonably. (4) Purchaser shall provide all necessary information concerning Purchaser that is required by Law to be included by Corporation in the Schedule 13E-3 and in any amendments or supplements to such documents Circular or other related documents related thereto; in particular, in order to assist the Corporation in calculating the paid-up capital of the common shares in the capital of the Corporation for purposes of the Tax Actwriting, the Purchaser will furnish and shall use its commercially reasonable efforts to the Corporation promptly following the date hereof the paid-up capital for purposes of the Tax Act of the common shares in the capital of the Corporation immediately prior to the merger completed on March 31, 2011 in accordance with the Agreement and Plan of Merger and Contribution, dated as of October 4, 2010, among Brookfield Homes Corporation, the Corporation, Brookfield Residential Acquisition Corp. and Brookfield Properties Corporation. The Purchaser shall ensure that no such information will does not contain any Misrepresentation. The . (5) Purchaser shall indemnify hereby indemnifies and save saves harmless the Corporation, its subsidiaries Subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation, any subsidiary of the Corporation Subsidiary or any of their respective Representatives may be subject or may suffer, in any way caused bysuffer as a result of, or arising directly or indirectlyfrom, from or in consequence of (a) any Misrepresentation or alleged Misrepresentation contained in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) included in the Circular or Schedule 13E-3 that is was provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3 and (b) Circular, including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Securities Authority or other Governmental Entity, to the extent Entity based on any such a Misrepresentation or any alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) and provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3. The Corporation hereby confirms that it is acting as agent on behalf of the individuals specified in this Section 2.4(d)Misrepresentation. (e6) The Purchaser and its advisors Each Party shall be given a reasonable opportunity to review and comment on promptly notify the other Parties if it becomes aware that the Circular and Schedule 13E-3contains a Misrepresentation, prior to or otherwise requires an amendment or supplement. The Parties shall cooperate in the Circular being printed and mailed to the Corporation Securityholders and the Circular and Schedule 13E-3 being filedpreparation of any such amendment or supplement as required or appropriate, and reasonable consideration Corporation shall be given promptly mail, file or otherwise publicly disseminate any such amendment or supplement to any comments made Shareholders and, if required by the Purchaser and its advisorsCourt or by Law, provided that all information relating solely to file the Purchaser Parties included in same with the Circular and Schedule 13E-3 shall be in form and substance satisfactory to Brookfield, acting reasonably. The Corporation shall provide the Purchaser with a final copy of the Circular prior to the mailing to the Corporation SecurityholdersSecurities Authorities or any other Governmental Entity as required.

Circular. (a) The Corporation will prepare and fileSubject to the Purchaser complying with Section 2.5(d), the Company will, in consultation with the Purchaser and its advisorsPurchaser: (i) as soon as reasonably practicable after the execution of this Agreement, promptly prepare the Circular together with any other documents required by the BCBCA and Schedule 13E-3 other applicable Laws in all jurisdictions where connection with the same is required and mail approval of the Arrangement Resolution by the Exeter Shareholders at the Exeter Meeting; and (ii) as soon as reasonably practicable after the issuance of the Interim Order, cause the Circular to be sent to the Corporation Securityholders Exeter Shareholders in compliance with the accelerated timing contemplated by National Instrument 54-101 “Communication with Beneficial Owners of Securities of a Reporting Issuer” and filed as required under applicable Laws and by the Interim OrderOrder and applicable Laws. (b) The Corporation Company shall ensure that each of the Circular and the Schedule 13E-3 complies in all material respects with all applicable Laws, and, without limiting the generality of the foregoing, that the Circular and the Schedule 13E-3 (including with respect to any information incorporated therein by reference) will not contain any Misrepresentation untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than in each case with respect to any information relating to furnished by the Purchaser Parties), Purchaser) and shall will provide Corporation the Exeter Shareholders with information in sufficient detail to permit them to form a reasoned judgment judgement concerning the matters to be placed before them at the Shareholders’ Exeter Meeting. (c) The Company and the Purchaser will cooperate in the preparation, filing and mailing of the Circular. The Company will provide legal counsel to the Purchaser with a reasonable opportunity to review and comment on all drafts of the Circular and other documents related thereto prior to filing the Circular with applicable Governmental Authorities and printing and mailing the Circular to the Exeter Shareholders and will give reasonable consideration to such comments. All information relating solely to the Purchaser included in the Circular shall be provided by the Purchaser in accordance with Section 2.5(d) and shall be in form and content satisfactory to the Purchaser, acting reasonably, and the Circular will include a copy of the Fairness Advisor Fairness Opinion and the Fairness Opinion and a statement that the Exeter Board has unanimously determined that the Arrangement is fair, from a financial point of view, to the Exeter Shareholders, and it is in the best interests of the Company and the unanimous recommendation of the Unconflicted Exeter Board of Directors that Corporation the Exeter Shareholders vote in favour of the Arrangement Resolution and the rationale for that recommendation and a statement that each director and officer of the Company intends to vote all Exeter Shares held by him or her in favour of the Arrangement Resolution. (d) The Purchaser will will, in a timely manner, furnish to the Corporation Company with all such information regarding the Purchaser Parties as may be required by to be included in the Interim Order or Circular pursuant to applicable Laws and any other documents related thereto. The Purchaser shall also use commercially reasonable efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial or as may other expert information in its possession or under its control required to be reasonably required by the Corporation in the preparation of the Circular and the Schedule 13E-3 for inclusion included in the Circular and the Schedule 13E-3 and in any amendments or supplements to such documents or other documents related thereto; in particular, in order to assist the Corporation in calculating the paid-up capital of the common shares in the capital of the Corporation for purposes of the Tax Act, the Purchaser will furnish to the Corporation promptly following the date hereof the paid-up capital for purposes of the Tax Act of the common shares in the capital of the Corporation immediately prior to the merger completed on March 31, 2011 in accordance with the Agreement and Plan of Merger and Contribution, dated as of October 4, 2010, among Brookfield Homes Corporation, the Corporation, Brookfield Residential Acquisition Corp. and Brookfield Properties Corporation. The Purchaser shall ensure that no such information will contain any Misrepresentation. The Purchaser shall indemnify and save harmless the Corporation, its subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation, any subsidiary of the Corporation or any of their respective Representatives may be subject or may suffer, in any way caused by, or arising directly or indirectly, from or in consequence of (a) any Misrepresentation or alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) included identification in the Circular or Schedule 13E-3 that is provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3 and (b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) and provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3. The Corporation hereby confirms that it is acting as agent on behalf of the individuals specified in this Section 2.4(d)each such advisor. (e) The Company and the Purchaser will each promptly notify the other if at any time before the Effective Date it becomes aware (in the case of the Company only with respect to the Company and its advisors shall be given a reasonable opportunity in the case of the Purchaser only with respect to review and comment on the Purchaser) that the Circular or any other document referred to in Section 2.5(d) contains any misrepresentation or otherwise requires any amendment or supplement and Schedule 13E-3promptly deliver written notice to the other Party setting out full particulars thereof. In any such event, prior the Company and the Purchaser will cooperate with each other in the preparation, filing and dissemination of any required supplement or amendment to the Circular being printed and mailed to or such other document, as the Corporation Securityholders and the Circular and Schedule 13E-3 being filedcase may be, and reasonable consideration any related news release or other document necessary or desirable in connection therewith. (f) The Company shall be given to keep the Purchaser fully informed in a timely manner of any requests or comments made by the Purchaser and its advisors, provided that all information relating solely to Canadian securities regulatory authorities in connection with the Purchaser Parties included in the Circular and Schedule 13E-3 shall be in form and substance satisfactory to Brookfield, acting reasonably. The Corporation shall provide the Purchaser with a final copy of the Circular prior to the mailing to the Corporation SecurityholdersCircular.

Circular. (a) As promptly as reasonably practicable after the execution and delivery of this Agreement (but in any case no later than five Business Days after the execution and delivery of this Agreement), the Corporation shall prepare and complete the Circular, together with any other documents required to be filed or prepared by the Corporation under Securities Laws or other applicable Laws in connection with the Meeting. The Corporation will prepare and file, in consultation with shall provide the Purchaser and its advisors, representatives with a reasonable opportunity to review and comment on the Circular and Schedule 13E-3 in any other relevant documentation and will incorporate therein all jurisdictions where the same is required and mail the Circular to the Corporation Securityholders as required under applicable Laws and the Interim Orderreasonable comments made by them. (b) The As promptly as reasonably practicable after obtaining the Interim Order (but in any event no later than five Business Days after receipt thereof), the Corporation shall ensure that each of cause the Circular and other documentation required in connection with the Schedule 13E-3 Meeting to be mailed to the Securityholders and filed as required by the Interim Order and applicable Laws, and shall take all measures necessary to abridge the time period contemplated by Regulation 54-101 respecting Communication with Beneficial Owners of Securities of a Reporting Issuer pursuant to Section 2.20 thereof. (c) The Corporation will ensure that the Circular complies in all material respects with all applicable Laws, and, without . Without limiting the generality of the foregoing, the Corporation will ensure that the Circular and the Schedule 13E-3 will (i) does not contain any Misrepresentation Misrepresentation, (other than in each case ii) complies with respect to any information relating to the Purchaser Parties)Regulation 51-102 respecting Continuous Disclosure Requirements and Form 51-102F5 thereunder, and shall provide Corporation (iii) provides Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Shareholders’ Meeting. (c) . The Circular will also include the unanimous recommendation of the Unconflicted Board of Directors that Corporation the Shareholders vote in favour of the Arrangement ResolutionResolution (unless such recommendation has been withdrawn, modified or amended in accordance with this Agreement) and a copy of the fairness opinion referred to in Paragraph 3.1(d). (d) The Corporation shall promptly notify the Purchaser, and the Purchaser will furnish shall promptly notify the Corporation if, at any time before the Effective Time, it becomes aware that the Circular contains any Misrepresentation, or that an amendment or supplement to the Corporation all Circular is otherwise required under applicable Laws. In any such information regarding event, the Purchaser Parties as may be required by the Interim Order or applicable Laws or as may be reasonably required by the Corporation shall cooperate in the preparation of the Circular and the Schedule 13E-3 for inclusion in the Circular and the Schedule 13E-3 and in any amendments a supplement or supplements to such documents or other documents related thereto; in particular, in order to assist the Corporation in calculating the paid-up capital of the common shares in the capital of the Corporation for purposes of the Tax Act, the Purchaser will furnish amendment to the Corporation promptly following Circular, and shall cause the date hereof the paid-up capital for purposes of the Tax Act of the common shares in the capital of the Corporation immediately prior same to the merger completed on March 31, 2011 in accordance with the Agreement and Plan of Merger and Contribution, dated as of October 4, 2010, among Brookfield Homes Corporation, the Corporation, Brookfield Residential Acquisition Corp. and Brookfield Properties Corporation. The Purchaser shall ensure that no such information will contain any Misrepresentation. The Purchaser shall indemnify and save harmless the Corporation, its subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation, any subsidiary of the Corporation or any of their respective Representatives may be subject or may suffer, in any way caused by, or arising directly or indirectly, from or in consequence of (a) any Misrepresentation or alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) included in the Circular or Schedule 13E-3 that is provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3 and (b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) and provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3. The Corporation hereby confirms that it is acting as agent on behalf of the individuals specified in this Section 2.4(d). (e) The Purchaser and its advisors shall be given a reasonable opportunity to review and comment on the Circular and Schedule 13E-3, prior to the Circular being printed and mailed to the Corporation Securityholders and the Circular and Schedule 13E-3 being filed, and reasonable consideration shall be given to any comments made filed as required by the Purchaser and its advisors, provided that all information relating solely to the Purchaser Parties included in the Circular and Schedule 13E-3 shall be in form and substance satisfactory to Brookfield, acting reasonably. The Corporation shall provide the Purchaser with a final copy of the Circular prior to the mailing to the Corporation Securityholdersapplicable Laws.

Circular. (a) The Corporation will prepare and fileCompany shall, in consultation with the Purchaser: (i) as promptly as reasonably practicable after the date of this Agreement, prepare the Circular; (ii) provide the Purchaser and its advisors, legal counsel with reasonable opportunity to review and comment on drafts of the Circular and Schedule 13E-3 the Company shall in good faith consider all jurisdictions where comments reasonably and promptly proposed by the same is required and mail the Circular Purchaser or its legal counsel in relation to the Corporation Securityholders as required under applicable Laws and the Interim OrderCircular. (b) The Corporation Company shall ensure that each of the Circular and the Schedule 13E-3 complies in all material respects with all applicable Laws, and, without limiting the generality of the foregoing, that the Circular and the Schedule 13E-3 (including with respect to any information incorporated therein by reference): (i) will not contain any Misrepresentation misrepresentation (other than in each case with respect to any information relating to furnished in writing by the Purchaser PartiesPurchaser), and shall provide Corporation Shareholders ; and (ii) provides the Affected Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Shareholders’ Company Meeting. (c) All information relating solely to the Purchaser included in the Circular shall: (i) be provided by the Purchaser in accordance with Section 2.4(e); and (ii) be in form and content satisfactory to the Purchaser, acting reasonably. (d) The Circular will include include: (i) a copy of the Fairness Opinion; (ii) a statement that the Company Independent Committee has unanimously determined and the Company Board has unanimously determined, that the Arrangement is: (A) fair to the Company Shareholders; and (B) in the best interests of the Company; (iii) the unanimous recommendation of the Unconflicted Company Board that the Affected Securityholders vote in favour of Directors the Arrangement Resolution; (iv) the rationale for that Corporation Shareholders recommendation; and (v) a statement that each Director and executive officer of the Company intends to vote all Affected Securities held by him or her in favour of the Arrangement Resolution. (de) The Purchaser will will, in a timely manner, furnish to the Corporation Company with all such information regarding the Purchaser Parties as may reasonably be required to be included in the Circular pursuant to applicable Laws and any other documents related thereto. (f) The Company and the Purchaser will cooperate in the preparation, filing and mailing of the Circular and the Company shall as soon as reasonably practicable after the issuance of the Interim Order, cause the Circular to be sent to the Affected Securityholders in compliance with the abridged timing requirements contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and filed as required by the Interim Order or and applicable Laws or as may be reasonably required by the Corporation in the preparation of the Circular Laws. (g) The Company and the Schedule 13E-3 for inclusion in the Circular and the Schedule 13E-3 and in any amendments or supplements to such documents or other documents related thereto; in particular, in order to assist the Corporation in calculating the paid-up capital of the common shares in the capital of the Corporation for purposes of the Tax Act, the Purchaser will furnish each promptly notify the other if, at any time before the Effective Date, it becomes aware (in the case of the Company, only with respect to the Corporation promptly following Company and in the date hereof the paid-up capital for purposes case of the Tax Act of the common shares in the capital of the Corporation immediately prior to the merger completed on March 31, 2011 in accordance Purchaser only with the Agreement and Plan of Merger and Contribution, dated as of October 4, 2010, among Brookfield Homes Corporation, the Corporation, Brookfield Residential Acquisition Corp. and Brookfield Properties Corporation. The Purchaser shall ensure that no such information will contain any Misrepresentation. The Purchaser shall indemnify and save harmless the Corporation, its subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation, any subsidiary of the Corporation or any of their respective Representatives may be subject or may suffer, in any way caused by, or arising directly or indirectly, from or in consequence of (a) any Misrepresentation or alleged Misrepresentation in any information related respect to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) included in that the Circular or Schedule 13E-3 that is provided by any other document referred to in Section 2.4(d): (i) contains any misrepresentation; or (ii) otherwise requires any amendment or supplement, and promptly deliver written notice to the other Party setting out full particulars thereof. (h) The Company and the Purchaser will cooperate with each other in the preparation, filing and dissemination of any: (i) required supplement or its Representatives for the purpose of inclusion in amendment to the Circular or Schedule 13E-3 and such other document, as the case may be; and (bii) any order made, or any inquiry, investigation or proceeding by any Securities Authority related news release or other Governmental Entity, to the extent based on any Misrepresentation document necessary or any alleged Misrepresentation desirable in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) and provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3. The Corporation hereby confirms that it is acting as agent on behalf of the individuals specified in this Section 2.4(d)connection therewith. (ei) The Company shall keep the Purchaser and its advisors shall be given fully informed, in a reasonable opportunity to review and comment on the Circular and Schedule 13E-3timely manner, prior to the Circular being printed and mailed to the Corporation Securityholders and the Circular and Schedule 13E-3 being filed, and reasonable consideration shall be given to of any requests or comments made by the Purchaser and its advisors, provided that all information relating solely to securities regulatory authorities in connection with the Purchaser Parties included in the Circular and Schedule 13E-3 shall be in form and substance satisfactory to Brookfield, acting reasonably. The Corporation shall provide the Purchaser with a final copy of the Circular prior to the mailing to the Corporation SecurityholdersCircular.