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

to the agreement. In addition, because the BPY General Partner is a wholly-owned subsidiary of BrookfieldAsset Management, it may be unwilling to terminate our Master Services Agreement, even in the case of adefault. If the Managers’ performance does not meet the expectations of investors, and the BPY General Partneris unable or unwilling to terminate our Master Services Agreement, the market price of our units could suffer.Furthermore, the termination of our Master Services Agreement would terminate our company’s rights under theRelationship Agreement and the licensing agreement. See “Relationship Agreement” and “Licensing Agreement”under Item 7.B. “Major Shareholders and Related Party Transactions — Related Party Transactions —Relationship with Brookfield”.The liability of the Managers will be limited under our arrangements with them and we will agree toindemnify the Managers against claims that they may face in connection with such arrangements, which maylead them to assume greater risks when making decisions relating to us than they otherwise would if actingsolely for their own account.Under our Master Services Agreement, the Managers will not assume any responsibility other than toprovide or arrange for the provision of the services described in our Master Services Agreement in good faith andwill not be responsible for any action that the BPY General Partner takes in following or declining to follow theiradvice or recommendations. In addition, under our limited partnership agreement, the liability of the BPYGeneral Partner and its affiliates, including the Managers, is limited to the fullest extent permitted by law toconduct involving bad faith, fraud, gross negligence or willful misconduct or, in the case of a criminal matter,action that was known to have been unlawful. The liability of the Managers under our Master ServicesAgreement will be similarly limited. In addition, we have agreed to indemnify the Managers to the fullest extentpermitted by law from and against any claims, liabilities, losses, damages, costs or expenses incurred by anindemnified person or threatened in connection with our operations, investments and activities or in respect of orarising from our Master Services Agreement or the services provided by the Managers, except to the extent thatthe claims, liabilities, losses, damages, costs or expenses are determined to have resulted from the conduct inrespect of which such persons have liability as described above. These protections may result in the Managerstolerating greater risks when making decisions than otherwise would be the case, including when determiningwhether to use leverage in connection with acquisitions. The indemnification arrangements to which theManagers will be parties may also give rise to legal claims for indemnification that are adverse to our companyand our unitholders.Risks Relating to our UnitsThe price of our units may fluctuate significantly and you could lose all or part of the value of your units.The market price of our units may fluctuate significantly and you could lose all or part of the value ofyour units. Factors that may cause the price of our units to vary include:• changes in our financial performance and prospects and Brookfield’s financial performance andprospects, or in the financial performance and prospects of companies engaged in businesses thatare similar to us or Brookfield;• the termination of our Master Services Agreement or the departure of some or all of Brookfield’sprofessionals;• changes in laws or regulations, or new interpretations or applications of laws and regulations, thatare applicable to us;• sales of our units by our unitholders, including by Brookfield and/or other significant holders of ourunits;23