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

2.1.5 Priority on Demand Registrations. No securities to be sold for the account of any Person (including BPY) other than aRequesting Holder shall be included in a Demand Registration unless the managing underwriter or underwriters shall advise theRequesting Holders in writing that the inclusion of such securities will not adversely affect the price, timing or distribution ofthe offering or otherwise adversely affect its success (an “Adverse Effect”). Furthermore, if the managing underwriter orunderwriters shall advise the Requesting Holders that, even after exclusion of all securities of other Persons (including BPY)pursuant to the immediately preceding sentence, the amount of Registrable Units proposed to be included in such DemandRegistration by Requesting Holders is sufficiently large to cause an Adverse Effect, the Registrable Units of the RequestingHolders to be included in such Demand Registration shall equal the number of Registrable Units which the Requesting Holdersare so advised can be sold in such offering without an Adverse Effect and such Registrable Units shall be allocated pro rataamong the Requesting Holders on the basis of the number of Registrable Units requested to be included in such registration byeach such Requesting Holder.2.1.6 Deferral of Filing. BPY may defer the filing (but not the preparation) of a Registration Statement or Prospectus, asapplicable, required by Section 2.1 until a date not later than ninety (90) days after the Required Filing Date if (a) at the timeBPY receives the Demand Request, BPY is engaged in confidential negotiations or other confidential activities, disclosure ofwhich would be required in such Registration Statement or Prospectus, as applicable (but would not be required if suchRegistration Statement or Prospectus, as applicable, were not filed), and the Board of Directors of the general partner of BPYdetermines in good faith that such disclosure would be materially detrimental to BPY and its unitholders, (b) prior to receivingthe Demand Request, BPY had determined to effect a registered underwritten public offering of BPY’s securities for BPY’saccount and BPY had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering)and is proceeding with reasonable diligence to effect such offering, or (c) at the time BPY receives the Demand Request, BPY iscurrently engaged in a self-tender or exchange offer and the filing of a Registration Statement or Prospectus, as applicable,would cause a violation of applicable Securities Laws. A deferral of the filing of a Registration Statement or Prospectus, asapplicable, pursuant to this Section 2.1.6 shall be lifted, and the requested Registration Statement or Prospectus, as applicable,shall be filed forthwith, if, in the case of a deferral pursuant to clause (a) of the preceding sentence, the negotiations or otheractivities are disclosed, otherwise become publicly known, or are terminated, or, in the case of a deferral pursuant to clause(b) of the preceding sentence, the proposed registration for BPY’s account is abandoned. In order to defer the filing of aRegistration Statement or Prospectus, as applicable, pursuant to this Section 2.1.6, BPY shall promptly (but in any event withinten (10) days), upon determining to seek such deferral, deliver to the Requesting Holders a certificate signed by an officer or theBoard of Directors of the general partner of BPY stating that BPY is deferring such filing pursuant to this Section 2.1.6 and ageneral statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) days afterreceiving such certificate, the Requesting9