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

3.3.4 the execution and delivery of this Agreement by the BPY General Partner on behalf of BPY and the performance by BPYof its obligations hereunder do not and will not contravene, breach or result in any default under the organizational documents ofthe BPY General Partner or BPY, as applicable;3.3.5 no authorization, consent or approval, or filing with or notice to any Person is required in connection with the execution,delivery or performance by the BPY General Partner on behalf of BPY of this Agreement; and3.3.6 this Agreement constitutes a valid and legally binding obligation of BPY enforceable against it in accordance with itsterms, subject to: (i) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other laws ofgeneral application limiting the enforcement of creditors’ rights and remedies generally; and (ii) general principles of equity,including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availabilityof equitable remedies, whether such principles are considered in a proceeding at law or in equity.3.4 Representations and Warranties of the Property PartnershipThe Property General Partner, in its capacity as the general partner of Property GP LP, the general partner of the PropertyPartnership hereby represents and warrants to Brookfield that:3.4.1 each of the Property General Partner and the Property Partnership is validly organized and existing under the relevant lawsgoverning its formation and existence;3.4.2 the Property General Partner has the power, capacity and authority to enter into this Agreement and to perform its dutiesand obligations hereunder on behalf of the Property Partnership;3.4.3 the Property General Partner has taken all necessary action to authorize the execution, delivery and performance of thisAgreement on behalf of the Property Partnership;3.4.4 the execution and delivery of this Agreement by the Property General Partner on behalf of the Property Partnership and theperformance by the Property Partnership of its obligations hereunder do not and will not contravene, breach or result in anydefault under the organizational documents of the Property General Partner, Property GP LP or the Property Partnership, asapplicable;3.4.5 no authorization, consent or approval, or filing with or notice to any Person is required in connection with the execution,delivery or performance by the Property General Partner on behalf of the Property Partnership of this Agreement; and3.4.6 this Agreement constitutes a valid and legally binding obligation of the Property Partnership enforceable against it inaccordance with its terms, subject to: (i) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganizationand other laws of general application limiting the enforcement of creditors’ rights and remedies generally;- 13 -