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

• any of the Managers is grossly negligent in the performance of its obligations under the agreementand such gross negligence results in material harm to the Service Recipients; or• certain events relating to the bankruptcy or insolvency of each of the Managers.The Service Recipients have no right to terminate for any other reason, including if any of the Managersor Brookfield experiences a change of control. The BPY General Partner may only terminate our Master ServicesAgreement on behalf of our company with the prior unanimous approval of the BPY General Partner’sindependent directors.Our Master Services Agreement expressly provides that our Master Services Agreement may not beterminated by the BPY General Partner due solely to the poor performance or the underperformance of any ofour operations.The Managers may terminate our Master Services Agreement upon written notice of termination to theBPY General Partner if any Service Recipient defaults in the performance or observance of any material term,condition or covenant contained in the agreement in a manner that results in material harm to the Managers andthe default continues unremedied for a period of 60 days after written notice of the breach is given to the ServiceRecipient. The Managers may also terminate our Master Services Agreement upon the occurrence of certainevents relating to the bankruptcy or insolvency of the Service Recipients.If our Master Services Agreement is terminated, the licensing agreement, the Relationship Agreement andany of Brookfield Asset Management’s obligations under the Relationship Agreement will also terminate.Indemnification and Limitations on LiabilityUnder our Master Services Agreement, the Managers have not assumed and do not assume anyresponsibility other than to provide or arrange for the provision of the services called for thereunder in good faithand will not be responsible for any action that the Service Recipients take in following or declining to follow theadvice or recommendations of the Managers. In addition, under our Master Services Agreement, the Managersand the related indemnified parties will not be liable to the Service Recipients for any act or omission, except forconduct that involved bad faith, fraud, willful misconduct, gross negligence or in the case of a criminal matter,conduct that the indemnified person knew was unlawful. The maximum amount of the aggregate liability of theManagers or any of their affiliates, or of any director, officer, agent, subcontractor, contractor, delegate, member,partner, shareholder, employee or other representative of the Managers or any of their affiliates, will be equal tothe amounts previously paid by the Service Recipients in respect of services pursuant to our Master ServicesAgreement in the two most recent calendar years. The Service Recipients have agreed to indemnify theManagers, their affiliates, directors, officers, agents, subcontractors, delegates, members, partners, shareholdersand employees to the fullest extent permitted by law from and against any claims, liabilities, losses, damages,costs or expenses (including legal fees) incurred by an indemnified person or threatened in connection with ourrespective businesses, investments and activities or in respect of or arising from our Master Services Agreementor the services provided by the Managers, except to the extent that the claims, liabilities, losses, damages, costsor expenses are determined to have resulted from the indemnified person’s bad faith, fraud or willful misconduct,gross negligence or in the case of a criminal matter, action that the indemnified person knew to have beenunlawful.Outside ActivitiesOur Master Services Agreement does not prohibit the Managers or their affiliates from pursuing otherbusiness activities or providing services to third parties that compete directly or indirectly with us.133