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

(l) cooperate with the sellers and the managing underwriter to facilitate the timely preparation and delivery of certificates(which shall not bear any restrictive legends unless required under applicable law) representing securities sold under anyRegistration Statement or Prospectus, as applicable, and enable such securities to be in such denominations and registeredin such names as the managing underwriter or such sellers may request and keep available and make available to BPY’stransfer agent prior to the Effective Date a supply of such certificates;(m) make available for inspection by any seller, any underwriter participating in any disposition pursuant to any RegistrationStatement or Prospectus, as applicable, and any attorney, accountant or other agent or representative retained by any suchseller or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents andproperties of BPY (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their duediligence responsibility, and cause BPY’s officers, directors and employees to supply all information requested by anysuch Inspector in connection with such Registration Statement or Prospectus, as applicable; provided, however, that, unlessthe disclosure of such Records is necessary to avoid or correct a misstatement or omission in the Registration Statement orProspectus, as applicable, or the release of such Records is ordered pursuant to a subpoena or other order from a court ofcompetent jurisdiction, BPY shall not be required to provide any information under this subparagraph (m) if (i) BPYbelieves, after consultation with counsel for BPY, that to do so would cause BPY to forfeit an attorney-client privilege thatwas applicable to such information or (ii) if either (x) BPY has requested and been granted from the SEC or a CanadianCommission confidential treatment of such information contained in any filing with the SEC or a Canadian Commission ordocuments provided supplementally or otherwise or (y) BPY reasonably determines in good faith that such Records areconfidential and so notifies the Inspectors in writing, unless prior to furnishing any such information with respect to clause(ii) such Holder of Registrable Units requesting such information agrees to enter into a confidentiality agreement incustomary form and subject to customary exceptions; and provided, further, that each Holder of Registrable Units agreesthat it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to BPYand allow BPY, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemedconfidential;(n) furnish to each seller and underwriter a signed counterpart of (i) an opinion or opinions of counsel to BPY, (ii) a comfortletter or comfort letters from BPY’s independent auditors, addressed to the underwriters, each in customary form andcovering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as the managingunderwriter reasonably requests, and (iii) if a Prospectus is filed in Quebec, opinions of Quebec counsel to BPY and theauditors of BPY addressed to the Holder and the underwriter or underwriters of such distribution relating to the translationof the Prospectus;16