FORM 20-F/A Brookfield Property Partners L.P. - Brookfield Asset ...

Under the terms of the Relationship Agreement, our company, the Property Partnership and the HoldingEntities have acknowledged and agreed that Brookfield carries on a diverse range of businesses worldwide,including the development, ownership and/or management of commercial property, and investing (and advisingon investing) in commercial property, or loans, debt instruments and other securities with underlying collateral orexposure to commercial property and that except as explicitly provided in the Relationship Agreement, theRelationship Agreement does not in any way limit or restrict Brookfield from carrying on its business.Our ability to grow depends in part on Brookfield identifying and presenting us with acquisitionopportunities. Brookfield’s commitment to us and our ability to take advantage of opportunities is subject to anumber of limitations such as our financial capacity, the suitability of the acquisition in terms of the underlyingasset characteristics and its fit with our strategy, limitations arising from the tax and regulatory regimes thatgovern our affairs and certain other restrictions. See Item 3.D. “Key Information — Risk Factors — RisksRelating to Our Relationship with Brookfield”. Under the terms of the Relationship Agreement, our company,the Property Partnership and the Holding Entities have acknowledged and agreed that, subject to providing us theopportunity to participate on the basis described above, Brookfield may pursue other business activities andprovide services to third parties that compete directly or indirectly with us. In addition, Brookfield hasestablished or advised, and may continue to establish or advise, other entities that rely on the diligence, skill andbusiness contacts of Brookfield’s professionals and the information and acquisition opportunities they generateduring the normal course of their activities. Our company, the Property Partnership and the Holding Entities haveacknowledged and agreed that some of these entities may have objectives that overlap with our objectives or mayacquire commercial property that could be considered appropriate acquisitions for us, and that Brookfield mayhave financial incentives to assist those other entities over us. If any of the Managers determines that anopportunity is not suitable for us, Brookfield may still pursue such opportunity on its own behalf. Our company,the Property Partnership and the Holding Entities have further acknowledged and agreed that nothing in theRelationship Agreement will limit or restrict: (i) Brookfield’s ability to make any investment recommendation ortake any other action in connection with its public securities business; (ii) Brookfield from investing in any loansor debt securities or from taking any action in connection with any loan or debt security notwithstanding that theunderlying collateral is comprised of or includes commercial property provided that the original purpose of theinvestment was not to acquire a controlling interest in such property; or (iii) Brookfield from acquiring orholding an investment of less than 5% of the outstanding shares of a publicly traded company or from carryingout any other investment in a company or real estate portfolio where the underlying assets do not principallyconstitute commercial property. Due to the foregoing, we expect to compete from time to time with otheraffiliates of Brookfield Asset Management or other third parties for access to the benefits that we expect torealize from Brookfield Asset Management’s involvement in our business.In the event of the termination of our Master Services Agreement, the Relationship Agreement would alsoterminate, including Brookfield’s commitments to provide us with acquisition opportunities, as described above.Under the Relationship Agreement, our company, the Property Partnership and the Holding Entities haveagreed that none of Brookfield nor any affiliate, director, officer, employee, contractor, agent, advisor, member,partner, shareholder or other representative of Brookfield, will be liable to us for any claims, liabilities, losses,damages, costs or expenses (including legal fees) arising in connection with the business, investments andactivities in respect of or arising from the Relationship Agreement, except to the extent that the claims, liabilities,losses, damages, costs or expenses are determined to have resulted from the person’s bad faith, fraud, willfulmisconduct or gross negligence, or in the case of a criminal matter, action that the person knew to have beenunlawful. The maximum amount of the aggregate liability of Brookfield, or any of its affiliates, or of anydirector, officer, employee, contractor, agent, advisor, member, partner, shareholder or other representative ofBrookfield, will be equal to the amounts previously paid in the two most recent calendar years by the ServiceRecipients pursuant to our Master Services Agreement.124