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

MASTER SERVICES AGREEMENTTHIS AGREEMENT made as of the day of , 2012.BETWEEN:BROOKFIELD ASSET MANAGEMENT INC. (“Brookfield”), a corporation existing under the laws of theProvince of Ontario- and -BROOKFIELD PROPERTY PARTNERS L.P. (“BPY”), an exempted limited partnership existing under thelaws of Bermuda- and -BROOKFIELD PROPERTY L.P. (the “Property Partnership”), an exempted limited partnership existing underthe laws of Bermuda- and -each of the Managers (as defined below)- and -each of the Holding Entities (as defined below)RECITALS:A. The Service Recipients (as defined below) directly or indirectly hold interests in commercial property assets and will directlyor indirectly acquire, from time to time, interests in other commercial property assets; andB. BPY, the Property Partnership and the Holding Entities (as defined below) wish to engage the Managers to provide or arrangefor other Service Providers (as defined below) to provide to the Service Recipients certain management and administration services,subject to the terms and conditions of this Agreement, and the Managers wish to accept such engagement.NOW THEREFORE in consideration of the mutual covenants and agreements contained in this Agreement and othergood and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:1.1 DefinitionsARTICLE 1INTERPRETATIONIn this Agreement, except where the context otherwise requires, the following terms will have the following meanings:1.1.1 “Affiliate” means, with respect to a Person, any other Person that, directly or indirectly, through one or moreintermediaries, Controls or is Controlled by such Person, or is under common Control of a third Person;