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

Holder may withdraw such Demand Request by giving notice to BPY; if withdrawn, the Demand Request shall be deemed notto have been made for all purposes of this Agreement. BPY may defer the filing of a particular Registration Statement orProspectus, as applicable, pursuant to this Section 2.1.6 only once.2.2 Piggyback Registrations2.2.1 Right to Piggyback. Each time BPY proposes to (a) register any of its equity securities (other than pursuant to an ExcludedRegistration) under Canadian Securities Laws or U.S. Securities Laws for sale to the public (whether for the account of BPY orthe account of any securityholder of BPY) or (b) sell any of its equity securities (other than pursuant to an ExcludedRegistration) and with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale,(clause (a) and (b) are each referred to as a “Piggyback Registration”), BPY shall give prompt written notice to each Holder ofRegistrable Units (which notice shall be given not less than twenty (20) days prior to the anticipated filing date of BPY’sRegistration Statement, Shelf Registration or Prospectus, as applicable, or not less than ten (10) days in the case of a “boughtdeal” or “registered direct” financing), which notice shall offer each such Holder the opportunity to include any or all of itsRegistrable Units in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject to the limitationscontained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Units included in such RegistrationStatement, Shelf Registration or Prospectus, as applicable, shall so advise BPY in writing (stating the number of RegistrableUnits desired to be registered) within ten (10) days after the date of such notice from BPY (or within one (1) Business Day in thecase of a “bought deal” financing). Any Holder shall have the right to withdraw such Holder’s request for inclusion of suchHolder’s Registrable Units in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to thisSection 2.2.1 by giving written notice to BPY of such withdrawal provided, however, that such request is made prior to theexecution of an underwriting agreement (or similar agreement) with respect to such offering. Subject to Section 2.2.2 below,BPY shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Units sorequested to be included therein; provided, however, that BPY may at any time withdraw or cease proceeding with any suchregistration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equitysecurities originally proposed to be registered or sold.2.2.2 Priority on Piggyback Registrations(a) If a Piggyback Registration is an underwritten offering, and if the managing underwriter advises BPY that the inclusion ofRegistrable Units requested to be included in a Registration Statement, Shelf Registration or Prospectus, as applicable,would cause an Adverse Effect, BPY shall only be required to include such number of Registrable Units in suchRegistration Statement, Shelf Registration or Prospectus, as applicable, as such underwriter advises in writing would notcause an Adverse Effect, with priority given as10