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

Reimbursement of Expenses and Certain TaxesWe will also reimburse the Managers for any out-of-pocket fees, costs and expenses incurred in theprovision of the management and administration services, including those of any third party. However, theService Recipients are not required to reimburse the Managers for the salaries and other remuneration of theirmanagement, personnel or support staff who carry out any services or functions for such Service Recipients oroverhead for such persons.The relevant Service Recipient will reimburse the Managers for all other out-of-pocket fees, costs andexpenses incurred in connection with the provision of the services including those of any third party. Suchout-of-pocket fees, costs and expenses are expected to include, among other things: (i) fees, costs and expensesrelating to any debt or equity financing; (ii) fees, costs and expenses incurred in connection with the generaladministration of any Service Recipient in respect of services; (iii) taxes, licenses and other statutory fees orpenalties levied against or in respect of a Service Recipient; (iv) amounts owed by the Managers underindemnification, contribution or similar arrangements; (v) fees, costs and expenses relating to our financialreporting, regulatory filings and investor relations and the fees, costs and expenses of agents, advisors and otherpersons who provide services to or on behalf of a Service Recipient; and (vi) any other fees, costs and expensesincurred by the Managers that are reasonably necessary for the performance by the Managers of their duties andfunctions under our Master Services Agreement.In addition, the Service Recipients are required to pay all fees, costs and expenses incurred in connectionwith the investigation, acquisition, holding or disposal of any asset or business that is made or that is proposed tobe made by us. Such additional fees, expenses and costs represent out-of-pocket costs associated with investmentactivities that will be undertaken pursuant to our Master Services Agreement.The Service Recipients are also required to pay or reimburse the Managers for all sales, use, value added,goods and services, harmonized sales, withholding or other taxes or customs duties or other governmentalcharges levied or imposed by reason of our Master Services Agreement or any agreement it contemplates, otherthan income taxes, corporation taxes, capital taxes or other similar taxes payable by the Managers, which arepersonal to the Managers.AssignmentOur Master Services Agreement may not be assigned by the Managers without the prior written consentof our company except that (i) the Managers may subcontract or arrange for the provision of services by anotherservice provider, provided that the Managers remain liable under the agreement, and (ii) any of the Managersmay assign the agreement to an affiliate or to a person that is its successor by way of merger, amalgamation oracquisition of the business of the Manager.TerminationOur Master Services Agreement continues in perpetuity until terminated in accordance with its terms.However, the Service Recipients may terminate our Master Services Agreement upon written notice oftermination from the BPY General Partner to the Managers if any of the following occurs:• any of the Managers defaults in the performance or observance of any material term, condition orcovenant contained in the agreement in a manner that results in material harm to the ServiceRecipients and the default continues unremedied for a period of 60 days after written notice of thebreach is given to such Manager;• any of the Managers engages in any act of fraud, misappropriation of funds or embezzlementagainst any Service Recipient that results in material harm to the Service Recipients;132