BROOKFIELD ASSET MANAGEMENT INC. - and - BROOKFIELD PROPERTY PARTNERS L.P. - and - BROOKFIELD PROPERTY L.P. - and - each of the Managers that has executed this Agreement on Schedule A hereto - and - each of the Holding Entities that has executed this...

Exhibit 4.4

BROOKFIELD ASSET MANAGEMENT INC.

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BROOKFIELD PROPERTY PARTNERS L.P.

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BROOKFIELD PROPERTY L.P.

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each of the Managers that has executed this Agreement on Schedule A hereto

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each of the Holding Entities that has executed this Agreement on Schedule B hereto

FORM OF RELATIONSHIP AGREEMENT

n, 2012

TABLE OF CONTENTS

ARTICLE 1
		INTERPRETATION					4
		1.1		Definitions			4
		1.2		Headings and Table of Contents			6
		1.3		Interpretation			6
		1.4		Invalidity of Provisions			7
		1.5		Entire Agreement			7
		1.6		Waiver, Amendment			8
		1.7		Governing Law			8
ARTICLE 2
		ACQUISITIONS OF COMMERCIAL PROPERTY					8
		2.1		Primary Entity			8
		2.2		Brookfield Group Operations			8
		2.3		Operating Entity Arrangements			8
		2.4		Co-investments with Brookfield; Joint Ventures; Consortium Arrangements			8
		2.5		No Exclusivity			9
		2.6		Limitations on Acquisition Opportunities			10
		2.7		Reporting			11
ARTICLE 3
		REPRESENTATIONS AND WARRANTIES					11
		3.1		Representations and Warranties of Brookfield and the Managers			11
		3.2		Representations and Warranties of the Holding Entities			12
		3.3		Representations and Warranties of BPY			12
		3.4		Representations and Warranties of the Property Partnership			13
ARTICLE 4
		TERMINATION					14
		4.1		Term			14
		4.2		Termination			14
ARTICLE 5
		LIMITATION OF LIABILITY					14
		5.1		No Liability			14
		5.2		Maximum Liability			14
		5.3		Survival			14
ARTICLE 6
		GENERAL PROVISIONS					15
		6.1		Limited Liability of Limited Partners			15
		6.2		Assignment			15
		6.3		Enurement			15
		6.4		Notices			15
		6.5		Further Assurances			16
		6.6		Counterparts			16
		6.7		Other Holding Entities			17

RELATIONSHIP AGREEMENT

THIS AGREEMENT made as of the n day of n, 2012.

BETWEEN:

BROOKFIELD ASSET MANAGEMENT INC. (“Brookfield”), a corporation existing under the laws of the Province of Ontario

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BROOKFIELD PROPERTY PARTNERS L.P. (“BPY”), an exempted limited partnership existing under the laws of Bermuda

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BROOKFIELD PROPERTY L.P. (the “Property Partnership”), an exempted limited partnership existing under the laws of Bermuda

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each of the Managers (as defined below)

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each of the Holding Entities (as defined below)

RECITALS:

WHEREAS members of the BPY Group (as defined below) directly or indirectly hold interests in Commercial Property (as defined below) and will directly or indirectly acquire, from time to time, interests in other Commercial Property;

WHEREAS members of the BPY Group and members of the Brookfield Group (as defined below) have entered into a number of agreements and arrangements in order to enable the BPY Group to be established and to directly or indirectly hold interests in, or operate Commercial Property;

WHEREAS Brookfield has entered into agreements and established protocols with certain of the Operating Entities (as defined below) to govern certain aspects of the relationship between them and members of the Brookfield Group (the “Operating Entity Arrangements”); and

WHEREAS BPY, the Property Partnership, the Holding Entities, the Managers and Brookfield wish to enter into this Agreement to govern certain aspects of the relationship between them and other members of the BPY Group and the Brookfield Group.

NOW THEREFORE in consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:

ARTICLE 1

INTERPRETATION

1.1 Definitions

In this Agreement, except where the context otherwise requires, the following terms will have the following meanings:

1.1.1 “Affiliate” means, with respect to a Person, any other Person that, directly or indirectly, through one or more intermediaries, Controls or is Controlled by such Person, or is under common Control of a third Person;

1.1.2 “Agreement” means this Relationship Agreement;

1.1.3 “BPY” has the meaning assigned thereto in the preamble;

1.1.4 “BPY General Partner” means Brookfield Property Partners Limited, which is the general partner of BPY;

1.1.5 “BPY Group” means BPY, the Property Partnership, the Holding Entities, the Operating Entities and any other direct or indirect Subsidiary of a Holding Entity;

1.1.6 “Brookfield” has the meaning assigned thereto in the preamble;

1.1.7 “Brookfield Fund” means any private investment entity, managed account, joint venture, consortium, partnership or investment fund established, sponsored or managed by a member of the Brookfield Group;

1.1.8 “Brookfield Group” means Brookfield, any of its Affiliates and any Brookfield Funds, but excludes any member of the BPY Group;

1.1.9 “Business Day” means every day except a Saturday or Sunday, or a day which is a statutory or civic holiday in Bermuda, the Province of Ontario, or the State of New York;

1.1.10 “Commercial Property” means commercial and other real property which generates or has the potential to generate income, including office, retail, multi-family and industrial assets, but excluding, among other things, residential land development, home building, construction, real estate advisory services and other similar operations or services;

1.1.11 “Control” means the control by one Person of another Person in accordance with the following: a Person (“A”) controls another Person (“B”) where A has the power to determine the management and policies of B by contract or status (for example, the status of A being the general partner of B) or by virtue of the beneficial ownership of or control

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over a majority of the voting interests in B; and, for greater certainty and without limitation, if A owns or has control over shares or other securities to which are attached more than 50% of the votes permitted to be cast in the election of directors to the Governing Body of B, or A is the general partner of B, a limited partnership, then in each case A Controls B for this purpose; and the term “Controlled” has the corresponding meaning;

1.1.12 “Governing Body” means (i) with respect to a corporation or limited company, the board of directors of such corporation or limited company, (ii) with respect to a limited liability company, the manager(s) or managing partner(s) of such limited liability company, (iii) with respect to a partnership, the board, committee or other body of each general partner or managing partner of such partnership, that serves a similar function (or if any such general partner or managing partner is itself a partnership, the board, committee or other body of such general or managing partner’s general or managing partner that serves a similar function), and (iv) with respect to any other Person, the body of such Person that serves a similar function, and in the case of each of (i) through (iv) includes any committee or other subdivision of such body and any Person to whom such body has delegated any power or authority, including any officer or managing director;

1.1.13 “Holding Entities” means the entities that have executed this Agreement on Schedule B hereto and any direct wholly-owned Subsidiary of the Property Partnership created or acquired after the date of this Agreement, excluding, for greater certainty, any Operating Entities;

1.1.14 “Liabilities” means any claims, liabilities, losses, damages, costs or expenses (including legal fees) incurred or threatened in connection with any and all actions, suits, investigations, proceedings or claims of any kind whatsoever, whether arising under statute or action of a regulatory authority or otherwise or in connection with the business, investments and activities in respect of or arising from this Agreement;

1.1.15 “Managers” means the entities that have executed this Agreement on Schedule A hereto and any other Affiliate of Brookfield that is appointed from time to time to act as a manager pursuant to the Master Services Agreement;

1.1.16 “Master Services Agreement” means the master services agreement among the Managers, BPY, the Property Partnership, the Holding Entities and others;

1.1.17 “Operating Entities” means, from time to time, the Persons in which the Service Recipients hold interests and that (i) directly hold real property assets, or (ii) indirectly hold real property assets but all of the interests of which are not held by the Service Recipients, other than, in the case of each of (i) and (ii), any Person in which the Service Recipients hold interests for investment purposes only of less than 5% of the outstanding equity securities of that Person;

1.1.18 “Operating Entity Arrangements” has the meaning assigned thereto in the preamble;

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1.1.19 “Person” means any natural person, partnership, limited partnership, limited liability partnership, joint venture, syndicate, sole proprietorship, company or corporation (with or without share capital), limited liability corporation, unlimited liability company, joint stock company, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, regulatory body or agency, government or governmental agency, authority or other entity however designated or constituted and pronouns have a similarly extended meaning;

1.1.20 “Property General Partner” means Brookfield Property General Partner Limited, which is the general partner of Property GP LP;

1.1.21 “Property GP LP” means Brookfield Property GP L.P., which is the general partner of the Property Partnership;

1.1.22 “Property Partnership” has the meaning assigned thereto in the preamble;

1.1.23 “Service Recipients” means BPY, the Property Partnership, the Holding Entities and, at the option of the Holding Entities, any wholly-owned Subsidiary of a Holding Entity, excluding, for greater certainty, any Operating Entities;

1.1.24 “Subsidiary” means, with respect to any Person, (i) any other Person that is directly or indirectly Controlled by such Person, (ii) any trust in which such Person holds all of the beneficial interests or (iii) any partnership, limited liability company or similar entity in which such Person holds all of the interests other than the interests of any general partner, managing member or similar Person; and

1.1.25 “Term” has the meaning assigned thereto in Section 4.1.

1.2 Headings and Table of Contents

The inclusion of headings and a table of contents in this Agreement are for convenience of reference only and will not affect the construction or interpretation hereof.

1.3 Interpretation

In this Agreement, unless the context otherwise requires:

1.3.1 words importing the singular shall include the plural and vice versa, words importing gender shall include all genders or the neuter, and words importing the neuter shall include all genders;

1.3.2 the words “include”, “includes”, “including”, or any variations thereof, when following any general term or statement, are not to be construed as limiting the general term or statement to the specific items or matters set forth or to similar items or matters, but rather as referring to all other items or matters that could reasonably fall within the broadest possible scope of the general term or statement;

1.3.3 references to any Person include such Person’s successors and permitted assigns;

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1.3.4 except as otherwise provided in this Agreement, any reference in this Agreement to a statute, regulation, policy, rule or instrument shall include, and shall be deemed to be a reference also to, all rules and regulations made under such statute, in the case of a statute, to all amendments made to such statute, regulation, policy, rule or instrument, and to any statute, regulation, policy, rule or instrument that may be passed which has the effect of supplementing or superseding the statute, regulation, policy, rule or instrument so referred to;

1.3.5 any reference to this Agreement or any other agreement, document or instrument shall be construed as a reference to this Agreement or, as the case may be, such other agreement, document or instrument as the same may have been, or may from time to time be, amended, varied, replaced, amended and restated, supplemented or otherwise modified; and

1.3.6 in the event that any day on which any amount is to be determined or any action is required to be taken hereunder is not a Business Day, then such amount shall be determined or such action shall be required to be taken at or before the requisite time on the next succeeding day that is a Business Day.

1.4 Invalidity of Provisions

Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction will not affect the validity or enforceability of any other provision hereof. To the extent permitted by applicable law, the parties waive any provision of law which renders any provision of this Agreement invalid or unenforceable in any respect. The parties will engage in good faith negotiations to replace any provision which is declared invalid or unenforceable with a valid and enforceable provision, the economic effect of which comes as close as possible to that of the invalid or unenforceable provision which it replaces.

1.5 Entire Agreement

This Agreement constitutes the entire agreement between the parties pertaining to the subject matter of this Agreement. There are no warranties, conditions, or representations (including any that may be implied by statute) and there are no agreements in connection with such subject matter except as specifically set forth or referred to in this Agreement. No reliance is placed on any warranty, representation, opinion, advice or assertion of fact made either prior to, contemporaneous with, or after entering into this Agreement, or any amendment or supplement hereto, by any party to this Agreement or its directors, officers, employees or agents, to any other party to this Agreement or its directors, officers, employees or agents, except to the extent that the same has been reduced to writing and included as a term of this Agreement, and none of the parties to this Agreement has been induced to enter into this Agreement or any amendment or supplement hereto by reason of any such warranty, representation, opinion, advice or assertion of fact. Accordingly, there will be no liability, either in tort or in contract, assessed in relation to any such warranty, representation, opinion, advice or assertion of fact, except to the extent contemplated above.

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1.6 Waiver, Amendment

Except as expressly provided in this Agreement, no amendment or waiver of this Agreement will be binding unless executed in writing by the party to be bound thereby. No waiver of any provision of this Agreement will constitute a waiver of any other provision nor will any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided. A party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a party from any other or further exercise of that right or the exercise of any other right.

1.7 Governing Law

This Agreement will be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each party irrevocably attorns and submits to the non-exclusive jurisdiction of the Ontario courts situated in the City of Toronto and waives objection to the venue of any proceeding in such court or any argument that such court provides an inconvenient forum.

ARTICLE 2

ACQUISITIONS OF COMMERCIAL PROPERTY

2.1 Primary Entity

Subject to the other terms in this Article 2, each of Brookfield and the Managers acknowledges and agrees that, during the Term, the BPY Group will serve as the primary entity through which acquisitions of Commercial Property will be made by Brookfield and its Affiliates on a global basis.

2.2 Brookfield Group Operations

Each of the parties acknowledges and agrees that the members of the Brookfield Group carry on a diverse range of businesses worldwide, including the development, ownership and/or management of Commercial Property, and investing (and advising on investing) in Commercial Property, or loans, debt instruments and other securities with underlying collateral or exposure to Commercial Property. Except as explicitly provided herein, nothing in this Agreement shall in any way limit or restrict members of the Brookfield Group from carrying on their respective businesses.

2.3 Operating Entity Arrangements

Each of the parties acknowledges and agrees that the Operating Entity Arrangements remain in full force and effect.

2.4 Co-investments with Brookfield; Joint Ventures; Consortium Arrangements

2.4.1 It is an integral part of the Brookfield Group’s (and the BPY Group’s) strategy to pursue acquisitions through consortium arrangements with institutional investors, strategic

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partners or financial sponsors and to form partnerships to pursue acquisitions on a specialized or global basis, and, notwithstanding Section 2.1 (but subject to Section 2.4.3), there is no minimum level of participation in such arrangements to which the BPY Group is entitled.

2.4.2 Members of the Brookfield Group have established and manage a number of Brookfield Funds whose investment objectives include the acquisition of Commercial Property and members of the Brookfield Group may in the future establish similar funds. Nothing herein shall limit or restrict members of the Brookfield Group from establishing or advising Brookfield Funds or similar entities, or limit or restrict any such entity from carrying out any investment.

2.4.3 For any investment carried out by the Brookfield Group as contemplated by section 2.4.1 or by a Brookfield Fund, in either case, that involves the acquisition of Commercial Property that is suitable for the BPY Group, the appropriate member of the BPY Group will be offered the opportunity to take up the Brookfield Group’s share of such acquisition. Each of the parties acknowledges and agrees that this commitment by the Brookfield Group, and the BPY Group’s ability to take advantage of the opportunities set out in the foregoing sentence, will be subject to a number of limitations including those set out in Sections 2.5 and 2.6.

2.5 No Exclusivity

Each of BPY, the Property Partnership and the Holding Entities acknowledges and agrees that:

2.5.1 the BPY Group will not serve as the exclusive entity through which acquisitions of Commercial Property will be made by Brookfield and its Affiliates on a global basis, no member of the Brookfield Group has any obligation to source acquisition opportunities for any member of the BPY Group, nor has any member of the Brookfield Group agreed to commit to any member of the BPY Group any minimum level of dedicated resources for the pursuit of acquisitions of Commercial Property other than as contemplated by the Master Services Agreement;

2.5.2 subject to providing the BPY Group with the opportunity to participate on the basis described in Section 2.4.3 above, (i) all members of the Brookfield Group may pursue other business activities and provide services to third parties that compete directly or indirectly with the BPY Group, (ii) members of the Brookfield Group have established or advised, and may continue to establish or advise, other entities that rely on the diligence, skill and business contacts of the Brookfield Group’s professionals and the information and acquisition opportunities they generate during the normal course of their activities, (iii) some of these other entities may have objectives that overlap with the BPY Group’s objectives or may acquire Commercial Property that could be considered appropriate acquisitions for the BPY Group, (iv) members of the Brookfield Group may have financial incentives to assist those other entities over the BPY Group, and (v) if any of the Managers determines that an opportunity is not suitable for the BPY Group, any member of the Brookfield Group may still pursue such opportunity on its own behalf;

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2.5.3 nothing herein shall limit or restrict the ability of the Brookfield Group to make any investment recommendation or take any other action in connection with its public securities businesses;

2.5.4 nothing herein shall limit or restrict any member of the Brookfield Group from investing in any loans or debt securities or from taking any action in connection with any loan or debt security notwithstanding that the underlying collateral is comprised of or includes Commercial Property provided that the original purpose of the investment was not to acquire a controlling interest in such Commercial Property; and

2.5.5 nothing herein shall in any way restrict the Brookfield Group from acquiring or holding an investment of less than 5% of the outstanding shares of any publicly traded company or from carrying out any other investment in a company or real estate portfolio where the underlying assets do not principally constitute Commercial Property.

2.6 Limitations on Acquisition Opportunities

Each of the parties acknowledges and agrees that (i) the BPY Group’s ability to grow will depend in part on the Brookfield Group’s ability to identify and present the BPY Group with acquisition opportunities, and (ii) there are a number of factors which could materially and adversely impact the extent to which acquisition opportunities are made available to the BPY Group by the Brookfield Group, including:

2.6.1 the Brookfield Group will only recommend acquisition opportunities that it believes, in its sole discretion, are suitable for the BPY Group;

2.6.2 the same professionals within the Brookfield Group’s organization who are involved in acquisitions of Commercial Property have other responsibilities within the Brookfield Group’s broader asset management business, and the limits on the availability of such individuals will likewise result in a limitation on the availability of acquisition opportunities for the BPY Group;

2.6.3 members of the Brookfield Group may consider certain assets or operations that have both infrastructure related characteristics and commercial property related characteristics to be infrastructure and not commercial property;

2.6.4 members of the Brookfield Group may not consider an acquisition of Commercial Property that comprises part of a broader enterprise to be suitable for the BPY Group, unless the primary purpose of such acquisition, as determined by Brookfield acting in good faith, is to acquire the underlying Commercial Property;

2.6.5 legal, regulatory, tax and other commercial considerations will be an important factor in determining whether an opportunity is suitable for the BPY Group; and

2.6.6 in addition to structural limitations, the determination of whether a particular acquisition is suitable for the BPY Group is highly subjective and is dependent on a number of factors including the BPY Group’s liquidity position at the time, the risk profile of the opportunity, its fit with the balance of the BPY Group’s then current operations and other factors.

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2.7 Reporting

Subject to confidentiality obligations to third parties, Brookfield shall cause the Managers to provide a report to the BPY Group on a quarterly basis of all Commercial Property acquired by the Brookfield Group during the quarter that was not offered to the BPY Group, including an explanation of why such acquisition opportunities were not considered suitable for the BPY Group.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of Brookfield and the Managers

3.1.1 Each of the Managers (or, as applicable, its general partner on its behalf) and Brookfield hereby represents and warrants to each of BPY, the Property Partnership and the Holding Entities that:

3.1.1.1 it (and, as applicable, its general partner) is validly organized and existing under the relevant laws governing its formation and existence;

3.1.1.2 it (or, as applicable, its general partner on its behalf) has the power, capacity and authority to enter into this Agreement and to perform its duties and obligations hereunder;

3.1.1.3 it (or, as applicable, its general partner on its behalf) has taken all necessary action to authorize the execution, delivery and performance of this Agreement;

3.1.1.4 the execution and delivery of this Agreement by it (or, as applicable, its general partner on its behalf) and the performance by it of its obligations hereunder do not and will not contravene, breach or result in any default under its articles, by-laws, constituent documents or other organizational documents (and, if applicable, its general partner’s articles, by-laws, constituent documents or other organizational documents);

3.1.1.5 no authorization, consent or approval, or filing with or notice to any Person is required in connection with the execution, delivery or performance by it (or, as applicable, its general partner on its behalf) of this Agreement; and

3.1.1.6 this Agreement constitutes a valid and legally binding obligation of it enforceable against it in accordance with its terms, subject to: (i) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other laws of general application limiting the enforcement of creditors’ rights and remedies generally; and (ii) general principles of equity, including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies, whether such principles are considered in a proceeding at law or in equity.

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3.2 Representations and Warranties of the Holding Entities

3.2.1 Each of the Holding Entities hereby represents and warrants to each of the Managers and Brookfield that:

3.2.1.1 it is validly organized and existing under the relevant laws governing its formation and existence;

3.2.1.2 it has the power, capacity and authority to enter into this Agreement and to perform its duties and obligations hereunder;

3.2.1.3 it has taken all necessary action to authorize the execution, delivery and performance of this Agreement;

3.2.1.4 the execution and delivery of this Agreement by it and the performance by it of its obligations hereunder do not and will not contravene, breach or result in any default under its articles, by-laws, constituent documents or other organizational documents;

3.2.1.5 no authorization, consent or approval, or filing with or notice to any Person is required in connection with the execution, delivery or performance by it of this Agreement; and

3.2.1.6 this Agreement constitutes a valid and legally binding obligation of it enforceable against it in accordance with its terms, subject to: (i) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other laws of general application limiting the enforcement of creditors’ rights and remedies generally; and (ii) general principles of equity, including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies, whether such principles are considered in a proceeding at law or in equity.

3.3 Representations and Warranties of BPY

The BPY General Partner, in its capacity as the general partner of BPY, hereby represents and warrants to Brookfield that:

3.3.1 each of BPY and the BPY General Partner is validly organized and existing under the relevant laws governing its formation and existence;

3.3.2 the BPY General Partner has the power, capacity and authority to enter into this Agreement and to perform its duties and obligations hereunder on behalf of BPY;

3.3.3 the BPY General Partner has taken all necessary action to authorize the execution, delivery and performance of this Agreement on behalf of BPY;

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3.3.4 the execution and delivery of this Agreement by the BPY General Partner on behalf of BPY and the performance by BPY of its obligations hereunder do not and will not contravene, breach or result in any default under the organizational documents of the BPY General Partner or BPY, as applicable;

3.3.5 no authorization, consent or approval, or filing with or notice to any Person is required in connection with the execution, delivery or performance by the BPY General Partner on behalf of BPY of this Agreement; and

3.3.6 this Agreement constitutes a valid and legally binding obligation of BPY enforceable against it in accordance with its terms, subject to: (i) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other laws of general application limiting the enforcement of creditors’ rights and remedies generally; and (ii) general principles of equity, including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies, whether such principles are considered in a proceeding at law or in equity.

3.4 Representations and Warranties of the Property Partnership

The Property General Partner, in its capacity as the general partner of Property GP LP, the general partner of the Property Partnership hereby represents and warrants to Brookfield that:

3.4.1 each of the Property General Partner and the Property Partnership is validly organized and existing under the relevant laws governing its formation and existence;

3.4.2 the Property General Partner has the power, capacity and authority to enter into this Agreement and to perform its duties and obligations hereunder on behalf of the Property Partnership;

3.4.3 the Property General Partner has taken all necessary action to authorize the execution, delivery and performance of this Agreement on behalf of the Property Partnership;

3.4.4 the execution and delivery of this Agreement by the Property General Partner on behalf of the Property Partnership and the performance by the Property Partnership of its obligations hereunder do not and will not contravene, breach or result in any default under the organizational documents of the Property General Partner, Property GP LP or the Property Partnership, as applicable;

3.4.5 no authorization, consent or approval, or filing with or notice to any Person is required in connection with the execution, delivery or performance by the Property General Partner on behalf of the Property Partnership of this Agreement; and

3.4.6 this Agreement constitutes a valid and legally binding obligation of the Property Partnership enforceable against it in accordance with its terms, subject to: (i) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other laws of general application limiting the enforcement of creditors’ rights and remedies generally;

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and (ii) general principles of equity, including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies, whether such principles are considered in a proceeding at law or in equity.

ARTICLE 4

TERMINATION

4.1 Term

The term of this Agreement (“Term”) will begin on the date hereof and will continue in full force and effect until terminated in accordance with Section 4.2.

4.2 Termination

The rights and obligations of the parties to this Agreement will automatically terminate and no longer be of any effect upon the termination of the Master Services Agreement in accordance with its terms.

ARTICLE 5

LIMITATION OF LIABILITY

5.1 No Liability

Each of BPY, the Property Partnership and the Holding Entities hereby agrees that no member of the Brookfield Group, nor any Affiliate, director, officer, employee, contractor, agent, advisor, member, partner, shareholder or other representative of any member of the Brookfield Group, will be liable to any member of the BPY Group or any Governing Body, member of any Governing Body, officer, security holder or partner of any member of the BPY Group for any Liabilities that may occur as a result of any acts or omissions by any member of the Brookfield Group pursuant to or in accordance with this Agreement, except to the extent that such Liabilities are finally determined by a final and non-appealable judgment entered by a court of competent jurisdiction to have resulted from a Brookfield Group member’s bad faith, fraud, wilful misconduct, gross negligence, or in the case of a criminal matter, conduct undertaken with knowledge that the conduct was unlawful.

5.2 Maximum Liability

The parties acknowledge and agree that the maximum amount of the aggregate Liability of any member of the Brookfield Group and any Affiliate, director, officer, employee, contractor, agent, advisor, member, partner, shareholder or other representative of any member of the Brookfield Group pursuant to this Agreement will be equal to the amounts previously paid in the two most recent calendar years by the Service Recipients pursuant to the Master Services Agreement.

5.3 Survival

The provisions of this Article 5 will survive the termination of this Agreement.

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ARTICLE 6

GENERAL PROVISIONS

6.1 Limited Liability of Limited Partners

The parties acknowledge that each of BPY, the Property Partnership and BGRE Partners LP is a limited partnership, a limited partner of which is liable for any liabilities or losses of the relevant partnership only to the extent of the amount that such limited partner has contributed, or agreed to contribute, to the capital of the relevant partnership and such limited partner’s pro rata share of any undistributed income.

6.2 Assignment

6.2.1 None of the rights or obligations hereunder shall be assignable or transferable by any party without the prior written consent of the other parties.

6.2.2 Any purported assignment of this Agreement in violation of this Article 6 shall be null and void.

6.3 Enurement

This Agreement will enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

6.4 Notices

Any notice or other communication required or permitted to be given hereunder will be in writing and will be given by prepaid first-class mail, by facsimile or other means of electronic communication or by hand-delivery as hereinafter provided. Any such notice or other communication, if mailed by prepaid first-class mail at any time other than during a general discontinuance of postal service due to strike, lockout or otherwise, will be deemed to have been received on the fourth Business Day after the post-marked date thereof, or if sent by facsimile or other means of electronic communication, will be deemed to have been received on the Business Day following the sending, or if delivered by hand will be deemed to have been received at the time it is delivered to the applicable address noted below either to the individual designated below or to an individual at such address having apparent authority to accept deliveries on behalf of the addressee. Notice of change of address will also be governed by this section. In the event of a general discontinuance of postal service due to strike, lock-out or otherwise, notices or other communications will be delivered by hand or sent by facsimile or other means of electronic communication and will be deemed to have been received in accordance with this section. Notices and other communications will be addressed as follows:

6.4.1 if to BPY:

Brookfield Property Partners Limited

00 Xxxxx Xxxxxx

Xxxxxxxx XX 00

Xxxxxxx

Xxxxxxxxx: Secretary

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6.4.2 if to the Property Partnership:

Brookfield Property General Partner Limited

00 Xxxxx Xxxxxx

Xxxxxxxx XX 00

Xxxxxxx

Xxxxxxxxx: Secretary

6.4.3 if to Brookfield:

Brookfield Asset Management Inc.

Xxxxx 000, Xxxxxxxxxx Xxxxx

000 Xxx Xxxxxx, Xxx 000

Xxxxxxx, Xxxxxxx

X0X 0X0

Attention: Vice President, Legal Affairs

6.4.4 if to any of the Managers, at the applicable address listed on Schedule A hereto

6.4.5 if to any of the Holding Entities, at the applicable address listed on Schedule B hereto

or to such other addresses as a party may from time to time notify the others in accordance with this Section 6.4.

6.5 Further Assurances

Each of the parties hereto will promptly do, make, execute or deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as the other party hereto may reasonably require from time to time for the purpose of giving effect to this Agreement and will use reasonable efforts and take all such steps as may be reasonably within its power to implement to their full extent the provisions of this Agreement.

6.6 Counterparts

This Agreement may be signed in counterparts and each of such counterparts will constitute an original document and such counterparts, taken together, will constitute one and the same instrument.

- 16 -

6.7 Other Holding Entities

The parties acknowledge that any Holding Entity that is not a party to this Agreement will execute a counterpart of this Agreement agreeing to be bound by the terms of this Agreement.

[NEXT PAGE IS SIGNATURE PAGE]

- 17 -

IN WITNESS WHEREOF the parties have executed this Agreement as of the day and year first above written.

BROOKFIELD ASSET MANAGEMENT INC.
By:
		Name:
		Title:
BROOKFIELD PROPERTY PARTNERS L.P.,
By:		BROOKFIELD PROPERTY PARTNERS LIMITED, its general partner
		Name:
		Title:
BROOKFIELD PROPERTY L.P.
By:		BROOKFIELD PROPERTY GP L.P., its general partner
By:		BROOKFIELD PROPERTY GENERAL PARTNER LIMITED, its general partner
		Name:
		Title:

Schedule A

IN WITNESS WHEREOF the Managers have executed this Agreement as of the day and year first above written.

BROOKFIELD ASSET MANAGEMENT (BARBADOS) INC.
By:
		Name:
		Title:
Address for Notice:
Brookfield Asset Management (Barbados) Inc.
Xxxxx Xxxxx, 0xx Xxxxx
Xxxxxx Xxxxxxxx Xxxx
Xx. Xxxxxxx, Barbados
Attention: Secretary
BGRE PARTNERS LP
By:		BGRE PARTNERS GP INC., its general partner
		Name:
		Title:
Address for Notice:
BGRE Partners GP Inc.
Xxxxx 000, Xxxxxxxxxx Xxxxx
000 Xxx Xxxxxx, Xxx 000
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: General Counsel

BROOKFIELD DEVELOPMENTS EUROPE LTD.

By:

Name:

Title:

Address for Notice:

Brookfield Developments Europe Ltd.

00 Xxxxxxx Xxxxxx

Xxxxxx X0X 0XX

Attention: Secretary

BROOKFIELD GLOBAL REAL ESTATE LLC

By:

Name:

Title:

Address for Notice:

Brookfield Global Real Estate LLC

Three World Financial Center

000 Xxxxx Xxxxxx, 00xx Xxxxx

Xxx Xxxx, Xxx Xxxx

00000-0000

Attention: General Counsel

Schedule B

IN WITNESS WHEREOF the Holding Entities have executed this Agreement as of the day and year first above written.

BROOKFIELD BPY HOLDINGS (CANADA) INC.

By:

Name:

Title:

Address for Notice:

Brookfield BPY Holdings (Canada) Inc.

Xxxxx 000, Xxxxxxxxxx Xxxxx

000 Xxx Xxxxxx, Xxx 000

Xxxxxxx, Xxxxxxx

X0X 0X0

Attention: General Counsel

BPY BERMUDA HOLDINGS I LIMITED

By:

Name:

Title:

Address for Notice:

BPY Bermuda Holdings I Limited

00 Xxxxx Xxxxxx

Xxxxxxxx XX 00

Xxxxxxx

Xxxxxxxxx: Secretary

BROOKFIELD BPY PROPERTY HOLDINGS I INC.

By:

Name:

Title:

Address for Notice:

Brookfield BPY Property Holdings I Inc.

Three World Financial Centre

000 Xxxxx Xxxxxx, 00xx Xxxxx

Xxx Xxxx, Xxx Xxxx

00000-0000

Attention: General Counsel

BROOKFIELD BPY RETAIL HOLDINGS I INC.

By:

Name:

Title:

Address for Notice:

Brookfield BPY Retail Holdings I Inc.

Three World Financial Centre

000 Xxxxx Xxxxxx, 00xx Xxxxx

Xxx Xxxx, Xxx Xxxx

00000-0000

Attention: General Counsel