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

1.6 Waiver, AmendmentExcept as expressly provided in this Agreement, no amendment or waiver of this Agreement will be binding unlessexecuted in writing by the party to be bound thereby. No waiver of any provision of this Agreement will constitute a waiver of anyother provision nor will any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expresslyprovided. A party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single orpartial exercise of any right will not preclude a party from any other or further exercise of that right or the exercise of any other right.1.7 Governing LawThis Agreement will be governed by and interpreted and enforced in accordance with the laws of the Province of Ontarioand the federal laws of Canada applicable therein. Each party irrevocably attorns and submits to the non-exclusive jurisdiction of theOntario courts situated in the City of Toronto and waives objection to the venue of any proceeding in such court or any argument thatsuch court provides an inconvenient forum.ARTICLE 2ACQUISITIONS OF COMMERCIAL PROPERTY2.1 Primary EntitySubject to the other terms in this Article 2, each of Brookfield and the Managers acknowledges and agrees that, during theTerm, the BPY Group will serve as the primary entity through which acquisitions of Commercial Property will be made byBrookfield and its Affiliates on a global basis.2.2 Brookfield Group OperationsEach of the parties acknowledges and agrees that the members of the Brookfield Group carry on a diverse range ofbusinesses worldwide, including the development, ownership and/or management of Commercial Property, and investing (andadvising on investing) in Commercial Property, or loans, debt instruments and other securities with underlying collateral or exposureto Commercial Property. Except as explicitly provided herein, nothing in this Agreement shall in any way limit or restrict members ofthe Brookfield Group from carrying on their respective businesses.2.3 Operating Entity ArrangementsEach of the parties acknowledges and agrees that the Operating Entity Arrangements remain in full force and effect.2.4 Co-investments with Brookfield; Joint Ventures; Consortium Arrangements2.4.1 It is an integral part of the Brookfield Group’s (and the BPY Group’s) strategy to pursue acquisitions through consortiumarrangements with institutional investors, strategic-8 -