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

In addition, the Property GP LP may make amendments to the Property Partnership’s limited partnershipagreement without the approval of any limited partner if those amendments, in the discretion of the Property GP LP:1. do not adversely affect the Property Partnership’s limited partners considered as a whole(including any particular class of partnership interests as compared to other classes of partnershipinterests) in any material respect;2. are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in anyopinion, directive, order, ruling or regulation of any governmental agency or judicial authority;3. are necessary or appropriate for any action taken by the Property GP LP relating to splits orcombinations of units under the provisions of the Property Partnership’s limited partnershipagreement; or4. are required to effect the intent expressed in this Form 20-F or the intent of the provisions of theProperty Partnership’s limited partnership agreement or are otherwise contemplated by theProperty Partnership’s limited partnership agreement.Opinion of Counsel and Limited Partner ApprovalThe Property GP LP will not be required to obtain an opinion of counsel that an amendment will notresult in a loss of limited liability to the limited partners if one of the amendments described above under “— NoLimited Partner Approval” should occur. No other amendments to the Property Partnership’s limited partnershipagreement will become effective without the approval of holders of at least 90% of the Property Partnership’sunits, unless it obtains an opinion of counsel to the effect that the amendment will not (i) cause the PropertyPartnership to be treated as an association taxable as a corporation or otherwise taxable as an entity for taxpurposes (provided that for U.S. tax purposes the Property GP LP has not made the election described belowunder “— Election to be Treated as a Corporation”), or (ii) affect the limited liability under the Bermuda LimitedPartnership Act 1883 of any of the Property Partnership’s limited partners.In addition to the above restrictions, any amendment that would have a material adverse effect on therights or preferences of any type or class of partnership interests in relation to other classes of partnershipinterests will also require the approval of the holders of at least a majority of the outstanding partnership interestsof the class so affected.In addition, any amendment that reduces the voting percentage required to take any action must beapproved by the written consent or affirmative vote of limited partners whose aggregate outstanding voting unitsconstitute not less than the voting requirement sought to be reduced.Sale or Other Disposition of AssetsThe Property Partnership’s limited partnership agreement generally prohibits the Property GP LP, withoutthe prior approval of the holders of a majority of the units of the Property Partnership, from causing the PropertyPartnership to, among other things, sell, exchange or otherwise dispose of all or substantially all of the PropertyPartnership’s assets in a single transaction or a series of related transactions, including by approving on theProperty Partnership’s behalf the sale, exchange or other disposition of all or substantially all of the assets of theProperty Partnership’s subsidiaries. However, the Property GP LP, in its sole discretion, may mortgage, pledge,hypothecate or grant a security interest in all or substantially all of the Property Partnership’s assets (includingfor the benefit of persons who are not the Property Partnership or the Property Partnership’s subsidiaries) withoutthat approval. The Property GP LP may also sell all or substantially all of the Property Partnership’s assets underany forced sale of any or all of the Property Partnership’s assets pursuant to the foreclosure or other realizationupon those encumbrances without that approval.155