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

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10.2 Limitation of Liability10.2.1 The Managers assume no responsibility under this Agreement other than to render the Services in good faith and will notbe responsible for any action of a Service Recipient’s Governing Body in following or declining to follow any advice orrecommendations of the relevant Service Provider, including as set forth in Section 3.3 hereof.10.2.2 The Service Recipients hereby agree that no Indemnified Party will be liable to a Service Recipient, a Service Recipient’sGoverning Body (including, for greater certainty, a director or officer of a Service Recipient or another individual with similarfunction or capacity) or any security holder or partner of a Service Recipient for any Liabilities that may occur as a result of anyacts or omissions by the Indemnified Party pursuant to or in accordance with this Agreement, except to the extent that suchLiabilities are finally determined by a final and non-appealable judgment entered by a court of competent jurisdiction to haveresulted from the Indemnified Party’s bad faith, fraud, wilful misconduct, gross negligence, or in the case of a criminal matter,conduct undertaken with knowledge that the conduct was unlawful.10.2.3 The maximum amount of the aggregate liability of the Indemnified Parties pursuant to this Agreement will be equal to theamounts previously paid in respect of Services pursuant to this Agreement in the two most recent calendar years by the ServiceRecipients pursuant to Article 7.10.2.4 For the avoidance of doubt, the provisions of this Section 10.2 will survive the completion of the Services rendered under,or any termination or purported termination of, this Agreement.10.3 Benefit to all Indemnified PartiesThe Service Recipients hereby constitute the Managers as trustees for each of the Indemnified Parties of the covenants ofthe Service Recipients under this Article 10 with respect to such Indemnified Parties and the Managers hereby accept such trust andagree to hold and enforce such covenants on behalf of the Indemnified Parties.ARTICLE 11TERM AND TERMINATION11.1 TermThis Agreement will continue in full force and effect, in perpetuity, until terminated in accordance with Section 11.2 orSection 11.3.11.2 Termination by the Service Recipients11.2.1 The Service Recipients may, subject to Section 11.2.2, terminate this Agreement effective upon written notice oftermination to the Managers without payment of any termination fee if:11.2.1.1 any of the Managers defaults in the performance or observance of any material term, condition or agreementcontained in this Agreement in a manner that results in material harm to the Service Recipients and such default continuesfor a period of 60 days after written notice thereof specifying such default and requesting that the same be remedied in such60-day period; provided, however, that if the fact, circumstance or condition that is the subject of such obligation cannotreasonably be remedied within such 60-day period and if, within such period, the Managers provide reasonable evidence tothe Service Recipients that they have commenced, and thereafter proceed with all due diligence, to remedy the fact,circumstance or condition that is the subject of such obligation, such period will be extended for a reasonable periodsatisfactory to the Service Recipients, acting reasonably, for the Managers to remedy the same;-<strong>20</strong> -
11.2.1.2 any of the Managers engages in any act of fraud, misappropriation of funds or embezzlement against any ServiceRecipient that results in material harm to the Service Recipients;11.2.1.3 there is an event of any gross negligence on the part of any of the Managers in the performance of its obligationsunder this Agreement and such gross negligence results in material harm to the Service Recipients; or11.2.1.4 each of the Managers makes a general assignment for the benefit of its creditors, institutes proceedings to beadjudicated voluntarily bankrupt, consents to the filing of a petition of bankruptcy against it, is adjudicated by a court ofcompetent jurisdiction as being bankrupt or insolvent, seeks reorganization under any bankruptcy law or consents to thefiling of a petition seeking such reorganization or has a decree entered against it by a court of competent jurisdictionappointing a receiver liquidator, trustee or assignee in bankruptcy or in insolvency.11.2.2 This Agreement may only be terminated pursuant to Section 11.2.1 by the BPY General Partner on behalf of BPY withthe prior unanimous approval of the members of the Independent Committee.11.2.3 Each of the Service Recipients hereby agrees and confirms that this Agreement may not be terminated due solely to thepoor performance or underperformance of any of the BPY Group’s operations or any investment made by any member of theBPY Group on the recommendation of any member of the Manager Group.11.3 Termination by the Managers11.3.1 The Managers may terminate this Agreement effective upon written notice of termination to the Service Recipientswithout payment of any termination fee if:11.3.1.1 any Service Recipient defaults in the performance or observance of any material term, condition or agreementcontained in this Agreement in a manner that results in material harm to the Managers and such default continues for aperiod of 60 days after written notice thereof specifying such default and-21 -
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UNITED STATESSECURITIES AND EXCHANG
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TABLE OF CONTENTSINTRODUCTION AND U
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INTRODUCTION AND USE OF CERTAIN TER
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Historical Performance and Market D
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• the departure of some or all of
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(US$ Millions) Mar. 31, 2012 Dec. 3
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Our company is not, and does not in
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Additionally, as part of our strate
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Our inability to enter into renewal
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The computation of cost reimburseme
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management agreement in limited cir
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• differences in cultures;• cha
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• the same professionals within B
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to the agreement. In addition, beca
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our company. In particular, our uni
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fractional units, without reduction
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federal income tax purposes, direct
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Under legislation recently enacted
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the Property Partnership, income fo
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“taxable Canadian property”. Un
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THE SPIN-OFFBackground to and Purpo
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Transaction AgreementsOur company a
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• recognize that superior returns
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• Trizec Western Canada - 3.5 mil
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As at the dates set out below, we h
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Office Property Portfolio (1) Asset
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Our strategy is to sign long-term l
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Our portfolio also includes, as at
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The following table presents the le
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properties that we believe have sig
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domestic economy and overall low un
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Environmental ProtectionWe are comm
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consideration for causing the Prope
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Operating EntitiesOur business is o
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Multi-Family and Industrial Platfor
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NOI is used as a key indicator of p
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Opportunistic Investmentsopportunit
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First Quarter Performance Highlight
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development sites, we will proceed
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The decrease in equity accounted in
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RetailIFRS Value - RetailThe follow
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The key valuation metrics of our re
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FFO for the three months ended Marc
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Financial Highlights and Performanc
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Equity accounted investments as at
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Operating results - OfficeThe follo
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The results of operations are prima
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etter than expected leasing market
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interests, of $681 million. Discoun
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NOI increased over the periods due
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The key valuation metrics of these
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increase in interest rates on inter
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more stringent environmental laws a
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Other DerivativesThe following othe
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TRZ Holdings; in the event the JV P
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available- for-sale. Estimation of
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The components of NOI for the three
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The following table presents a reco
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• fund those capital expenditures
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Given the small amount of new offic
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The following table presents certai
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nominating and governance committee
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investments and activities or in re
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7.B. RELATED PARTY TRANSACTIONSRELA
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Other ServicesBrookfield may provid
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Partnership. See Item 10.B. “Addi
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connection with a particular transa
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• recommending to the Holding Ent
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• any of the Managers is grossly
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2002 to directors, executives or se
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Nature and PurposeUnder our limited
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Bermuda Limited Partnership Act 188
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In addition, the BPY General Partne
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Withdrawal of the BPY General Partn
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entity or any other holding entity
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• ratified and confirmed all cont
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agreement, a holder of Property Par
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(including, generally, debt owed to
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In addition, pursuant to the Voting
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In addition, the Property GP LP may
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successor general partner will have
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Indemnification; Limitations on Lia
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subject to U.S. federal income taxa
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the Obama administration proposes t
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asis of units owned by you prior to
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consent of the IRS. The Section 754
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Income Exception, we may determine
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generally would constitute debt-fin
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expected income and assets, the BPY
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any particular time (in light of po
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(c)(d)the amount and description of
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Taxation of Canadian Resident Limit
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Canadian Limited Partner and will b
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CFA in respect of which the FAPI wa
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(under Tax Proposals released on Au
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our actual results of operations an
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10.G. STATEMENT BY EXPERTSThe follo
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PART IIITEM 13.DEFAULTS, DIVIDEND A
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SIGNATURESThe registrant hereby cer
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COMMERCIAL PROPERTY OPERATIONS OF B
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Commercial Property Operations of B
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The financial statements are prepar
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liabilities are provided for using
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In a net investment hedging relatio
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provided in connection with a lease
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over from IAS 39 the requirements f
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Values are most sensitive to change
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NOTE 7: EQUITY ACCOUNTED INVESTMENT
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Included in other non-current asset
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NOTE 13: CAPITAL SECURITIESCapital
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The major components of income tax
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(b) Property net operating incomeNe
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NOTE 22: CAPITAL MANAGEMENT AND LIQ
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Other derivativesThe following othe
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The following table outlines financ
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NOTE 24: RELATED PARTIESIn the norm
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(US$ Millions) Revenue Net operatin
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Schedule III -Supplemental Schedule
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(b) Adoption of Accounting Standard
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distributed by GGP. The Business su
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NOTE 10: OTHER NON-CURRENT LIABILIT
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(b) Property net operating incomePr
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NOTE 19: RELATED PARTIESIn the norm
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The following summary presents fina
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Report of Independent Registered Ch
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BROOKFIELD PROPERTY PARTNERS L.P.NO
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Report of Independent Registered Ch
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BROOKFIELD PROPERTY PARTNERS LIMITE
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TRZ HOLDINGS LLC AND SUBSIDIARIESCo
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Independent Auditor’s ReportTo th
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TRZ HOLDINGS LLC AND SUBSIDIARIESCO
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TRZ HOLDINGS LLC AND SUBSIDIARIESCO
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TRZ HOLDINGS LLC AND SUBSIDIARIESNO
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the associated lease and any contra
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Accounting for Uncertain Tax Positi
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3. REAL ESTATEThe Company’s inves
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Statement of Operations Information
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Future amortization of these intang
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Collateralized Property Loans — P
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Subsequent to April 9, 2009, in con
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INDEX TO UNAUDITED PRO FORMA FINANC
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BROOKFIELD PROPERTY PARTNERS L.P.Un
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BROOKFIELD PROPERTY PARTNERS L.P.Un
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The company and Brookfield intend f
Page 299 and 300: The unaudited pro forma balance she
Page 301 and 302: (g) Exclusion of Brookfield’s 2%
Page 303 and 304: REF58435NAME OF PARTNERSHIP:CERTIFI
Page 305 and 306: DECLARATIONMade pursuant to The Exe
Page 307 and 308: REF58435BERMUDALimited Partnership
Page 309 and 310: Registration No. 46137BERMUDACERTIF
Page 311 and 312: Dated the 8thday of March 2012.THE
Page 313 and 314: THIS LIMITED PARTNERSHIP AGREEMENT
Page 315 and 316: 11. TERM: DISSOLUTION: CONTINUATION
Page 317 and 318: 15.2 any certificates or other inst
Page 319 and 320: Exhibit 4.1MASTER PURCHASE AGREEMEN
Page 321 and 322: 2. Covenants to Complete the Reorga
Page 323 and 324: 4.5 Brookfield and BPY will also, d
Page 325 and 326: IN WITNESS WHEREOF the parties here
Page 327 and 328: The Australian Operations are compr
Page 329 and 330: TABLE OF CONTENTSARTICLE 1INTERPRET
Page 331 and 332: MASTER SERVICES AGREEMENTTHIS AGREE
Page 333 and 334: 1.1.15 “Equity Enhancement Distri
Page 335 and 336: 1.1.35 “Permit” means any conse
Page 337 and 338: 1.3.5 any reference to this Agreeme
Page 339 and 340: 2.3 Other ManagersThe Managers may,
Page 341 and 342: 3.2.2 For greater certainty and not
Page 343 and 344: ARTICLE 6INFORMATION AND RECORDS6.1
Page 345 and 346: Recipients elect to pay all or a po
Page 347 and 348: ARTICLE 8BROOKFIELD’S OBLIGATIONB
Page 349: and against any claims, liabilities
Page 353 and 354: 11.6 Release of Money or other Prop
Page 355 and 356: 12.4.2 if to the Property Partnersh
Page 357 and 358: IN WITNESS WHEREOF the parties have
Page 359 and 360: BROOKFIELD DEVELOPMENTS EUROPELTD.B
Page 361 and 362: BROOKFIELD BPY PROPERTY HOLDINGS II
Page 363 and 364: 6. Governing Law. This Joinder will
Page 365 and 366: Exhibit 4.4BROOKFIELD ASSET MANAGEM
Page 367 and 368: BETWEEN:RECITALS:RELATIONSHIP AGREE
Page 369 and 370: over a majority of the voting inter
Page 371 and 372: 1.3.4 except as otherwise provided
Page 373 and 374: partners or financial sponsors and
Page 375 and 376: 2.7 ReportingSubject to confidentia
Page 377 and 378: 3.3.4 the execution and delivery of
Page 379 and 380: ARTICLE 6GENERAL PROVISIONS6.1 Limi
Page 381 and 382: 6.7 Other Holding EntitiesThe parti
Page 383 and 384: Schedule AIN WITNESS WHEREOF the Ma
Page 385 and 386: Schedule BIN WITNESS WHEREOF the Ho
Page 387 and 388: Exhibit 4.5BROOKFIELD ASSET MANAGEM
Page 389 and 390: THIS AGREEMENT made as of the day
Page 391 and 392: 1.1.17 “FINRA” means Financial
Page 393 and 394: 1.1.39 “U.S. Exchange Act” mean
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Page 397 and 398: 2.1.5 Priority on Demand Registrati
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2.5 Registration ProceduresWhenever
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(g)(h)(i)(j)(k)as practicable there
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(o)(p)(q)(r)(s)(t)(u)cause the Regi
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contained in any Registration State
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fault of the indemnifying party and
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have been delivered by BPY and subs
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IN WITNESS WHEREOF the parties have
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TABLE OF CONTENTSARTICLE 1INTERPRET
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ARTICLE 1INTERPRETATION1.1 Definiti
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1.3.6 in the event that any day on
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2.1.3.3 any plan or proposal for a
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3.2.4 the execution and delivery of
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5.5 NoticesAny notice or other comm
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IN WITNESS WHEREOF the parties have
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FORM 20-F/A Brookfield Property Partners L.P. - Brookfield Asset ...

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