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

(including, generally, debt owed to Brookfield but not amounts owed under the Brookfield revolvingcredit facility that will be in place at closing of the spin-off) with recourse against our company, theProperty Partnership or a Holding Entity, less all cash held by such entities;• fourth, 100% of any available cash then remaining to the owners of the Property Partnership’spartnership interests, pro rata to their percentage interests, until an amount equal to the FirstDistribution Threshold, estimated to be $0.275 per unit, has been distributed in respect of each limitedpartnership unit during such quarter;• fifth, 85% of any available cash then remaining to the owners of the Property Partnership’spartnership interests, pro rata to their percentage interests, and 15% to the Property GP LP, until anamount equal to the Second Distribution Threshold, estimated to be $0.30 per unit, has beendistributed in respect of each Property Partnership limited partnership unit during such quarter; and• thereafter, 75% of any available cash then remaining to the owners of the Property Partnership’spartnership interests, pro rata to their percentage interests, and 25% to the Property GP LP.If, prior to the dissolution of the Property Partnership, available cash in any quarter is not sufficient to pay adistribution to the owners of all Property Partnership interests, pro rata to their percentage interest, then theProperty General Partner may elect to pay the distribution at the then current level first to our company, inrespect of the Class A Units of the Property Partnership held by our company, and then to the holders of theRedemption-Exchange Units to the extent practicable, and shall accrue any such deficiency for payment fromavailable cash in future quarters as described above.If, prior to the dissolution of the Property Partnership, available cash is deemed by the Property GP LP, inits sole discretion, to be (i) attributable to sales or other dispositions of the Property Partnership’s assets, and(ii) representative of unrecovered capital, then such available cash shall be distributed to the partners of theProperty Partnership in proportion to the unrecovered capital attributable to the Property Partnership interestsheld by the partners until such time as the unrecovered capital attributable to each such partnership interest isequal to zero. Thereafter, distributions of available cash made by the Property Partnership (to the extent madeprior to dissolution) will be made in accordance with the Regular Distribution Waterfall.Upon the occurrence of an event resulting in the dissolution of the Property Partnership, all cash andproperty of the Property Partnership in excess of that required to discharge the Property Partnership’s liabilitieswill be distributed as follows: (i) to the extent such cash and/or property is attributable to a realization eventoccurring prior to the event of dissolution, such cash and/or property will be distributed in accordance with theRegular Distribution Waterfall and/or the distribution waterfall applicable to unrecovered capital, (ii) theaggregate amount of distributions previously deferred in respect of the Redemption-Exchange Units and notpreviously recovered and (iii) all other cash and/or property will be distributed in the manner set forth below:• first, 100% to our company until our company has received an amount equal to the excess of: (i) theamount of our outlays and expenses incurred during the term of the Property Partnership; over (ii) theaggregate amount of distributions received by our company pursuant to the first tier of the RegularDistribution Waterfall during the term of the Property Partnership;• second, 100% to the Property GP LP until the Property GP LP has received an amount equal to thefair market value of the equity enhancement distribution entitlement, as determined by a qualifiedindependent valuator in accordance with the Property Partnership’s limited partnership agreement,provided that such amount may not exceed 2.5 times the aggregate equity enhancement distributionpayments made to the Property GP LP during the immediately prior 24 months;• third, 100% to the partners of the Property Partnership, in proportion to their respective amounts ofunrecovered capital in the Property Partnership;151