SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BROOKFIELD RETAIL HOLDINGS II SUB II LLC A DELAWARE LIMITED LIABILITY COMPANYLimited Liability Company Agreement • November 5th, 2013 • Brookfield Asset Management Inc. • Operators of nonresidential buildings • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Brookfield Retail Holdings II Sub II LLC (the “Company”) is made and entered into November 1, 2013 (the “Effective Date”) by and among Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P., a Manitoba limited partnership, as the managing member (the “Managing Member”) and those persons who are or become members of the Company in accordance with the provisions hereof and whose names are set forth as “Members” on the books and records of the Company (the “Non-Managing Members”, and together with the Managing Member each in its capacity as a member of the Company, the “Members”).
JOINT FILING AGREEMENTJoint Filing Agreement • November 5th, 2013 • Brookfield Asset Management Inc. • Operators of nonresidential buildings
THIS JOINT FILING AGREEMENT is entered into as of November 5, 2013, by and among the parties hereto. The undersigned hereby agree that the Statement on Schedule 13D with respect to the common stock, par value $0.01 per share (the “Common Stock”), of Rouse Properties, Inc., a Delaware corporation, and any amendment thereafter signed by each of the undersigned shall be (unless otherwise determined by the undersigned) filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
