0001104659-21-073357 Sample Contracts

BROOKFIELD PROPERTY L.P. - and - Brookfield BPY Holdings Inc. - and - EACH PERSON WHO IS ADMITTED TO THE PARTNERSHIP AS A LIMITED PARTNER FROM TIME TO TIME LIMITED PARTNERSHIP AGREEMENT OF Brookfield Property Preferred L.P. April 13, 2021
Agreement • May 27th, 2021 • BPY Bermuda Holdings IV LTD • Real estate

THIS AGREEMENT is made as of the 13th day of April, 2021 among BROOKFIELD PROPERTY L.P. (the “General Partner”), an exempted limited partnership existing under the laws of Bermuda, as the general partner, Brookfield BPY Holdings Inc., a corporation existing under the laws of the Province of Ontario, as the initial limited partner (the “Initial Limited Partner”), and each person who is admitted to the Partnership (as hereinafter defined) as a limited partner in accordance with the provisions of this Agreement.

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BROOKFIELD PROPERTY PREFERRED L.P. FIRST AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT
Limited Partnership Agreement • May 27th, 2021 • BPY Bermuda Holdings IV LTD • Real estate

THIS AMENDMENT (the “Amendment”) to the Limited Partnership Agreement of Brookfield Property Preferred L.P. (the “Partnership”), dated as of April 13, 2021 (the “Agreement”) is made as of the n day of n, 2021, by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

FORM OF SUBORDINATED GUARANTEE]
BPY Bermuda Holdings IV LTD • May 27th, 2021 • Real estate • Ontario

(hereinafter referred to as “Bermuda Holdco 6” and collectively with BPY, Property Partnership, CanHoldco, CanHoldco 2, Bermuda Holdco, Bermuda Holdco 2, Bermuda Holdco 4 and Bermuda Holdco 5 as the “Guarantors”),

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