Exhibit
10.50


 


BROOKFIELD
ASSET MANAGEMENT INC.


 


-
and -


 


GENERAL
GROWTH PROPERTIES, INC.


 


 




 





RELATIONSHIP AGREEMENT




 





 


 


November 8,
2010


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE 1

  	
   

  
	
  INTERPRETATION

  	
  3

  
	
  1.1

  	
  Definitions

  	
  3

  
	
  1.2

  	
  Headings and Table of Contents

  	
  5

  
	
  1.3

  	
  Gender and Number

  	
  5

  
	
  1.4

  	
  Invalidity of Provisions

  	
  5

  
	
  1.5

  	
  Entire Agreement

  	
  6

  
	
  1.6

  	
  Waiver, Amendment

  	
  6

  
	
  1.7

  	
  Governing Law

  	
  6

  
	
   

  	
   

  
	
  ARTICLE 2

  	
   

  
	
  ACQUISITIONS

  	
  6

  
	
  2.1

  	
  Primary Vehicle

  	
  6

  
	
  2.2

  	
  No Exclusivity and Limitations on Acquisition
  Opportunities

  	
  7

  
	
   

  	
   

  
	
  ARTICLE 3

  	
   

  
	
  REPRESENTATIONS
  AND WARRANTIES

  	
  9

  
	
  3.1

  	
  Representations and Warranties of Brookfield

  	
  9

  
	
  3.2

  	
  Representations and Warranties of GGP

  	
  10

  
	
   

  	
   

  
	
  ARTICLE 4

  	
   

  
	
  TERMINATION

  	
  10

  
	
  4.1

  	
  Term

  	
  10

  
	
  4.2

  	
  Termination

  	
  10

  
	
   

  	
   

  
	
  ARTICLE 5

  	
   

  
	
  LIMITATION
  OF LIABILITY

  	
  11

  
	
  5.1

  	
  No Liability

  	
  11

  
	
  5.2

  	
  Survival

  	
  11

  
	
   

  	
   

  
	
  ARTICLE 6

  	
   

  
	
  GENERAL
  PROVISIONS

  	
  11

  
	
  6.1

  	
  Assignment

  	
  11

  
	
  6.2

  	
  Enurement

  	
  11

  
	
  6.3

  	
  Notices

  	
  11

  
	
  6.4

  	
  Further Assurances

  	
  12

  
	
  6.5

  	
  Counterparts

  	
  12

  



 

















 


RELATIONSHIP AGREEMENT


 


THIS
AGREEMENT made as of the     th day of
              ,
2010.


 


B
E T W E E N:


 


	
   

  	
   

  	
  BROOKFIELD
  ASSET MANAGEMENT INC. (“Brookfield”),
  a corporation existing under the laws of the Province of Ontario

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  -and-

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GENERAL
  GROWTH PROPERTIES, INC. (“GGP”), a corporation existing under the laws of the state of Delaware

  



 


RECITALS:


 


A.            Members of the GGP Group (as defined below)
directly or indirectly own and operate regional shopping malls (“Regional Malls”) located throughout the United States;


 


B.            An affiliate of Brookfield has entered into an
agreement to sponsor the recapitalization of GGP on the terms and subject to
the conditions set forth in the CIA; and


 


C.            As a condition to the obligation of GGP to
consummate the transactions contemplated by the CIA, Brookfield has agreed to
enter into this Agreement (as defined below) to provide GGP with the benefit of
being associated with the broader Brookfield platform in accessing potential
acquisition and development opportunities for Regional Malls in the United
States and Canada.


 


NOW
THEREFORE, in consideration of the mutual covenants and agreements contained in
this Agreement and other good and valuable consideration (the receipt and
sufficiency of which are hereby acknowledged), the parties hereto agree as
follows:


 


ARTICLE 1

INTERPRETATION


 


1.1                                                                               Definitions


 


In this Agreement, except where the context otherwise requires, the
following terms will have the following meanings:


 


1.1.1           “Affiliate” means, with respect to a
Person, any other Person that, directly or indirectly, through one or more
intermediaries, Controls or is Controlled by such Person, or is under common
Control of a third Person;


 


1.1.2           “Agreement” means this Relationship
Agreement as the same may be amended from time to time, and “herein”, “hereof”,
“hereby”, “hereunder” and similar expressions 


 

















 


refer to this
Agreement and include every instrument supplemental or ancillary to this
Agreement and, except where the context otherwise requires, not to any
particular article or section thereof;


 


1.1.3           “Brookfield” has the meaning assigned
thereto in the preamble;


 


1.1.4           “Brookfield Group” means Brookfield and
its Affiliates and their respective officers, directors, agents, members or
partners (but excluding, for greater certainty, any member of the GGP Group);


 


1.1.5           “Brookfield Letter” means the letter
agreement entered into between Brookfield and General Growth dated 
        , 2010,


 


1.1.6           “Business Day” means any day, other than
a Saturday, a Sunday or any legal holiday recognized as such by banks in New
York;


 


1.1.7           “CIA” means the Cornerstone Investment
Agreement between REP Investments LLC and GGP, dated as of March 31, 2010,
as the same may be modified or amended from time to time.


 


1.1.8           “Control” means the control of one
Person of another Person in accordance with the following:  a Person (“A”) controls another Person (“B”)
where A has the power to determine the management and policies of B by contract
or status (for example the status of A being the general partner of B) or by
virtue of beneficial ownership of a majority of the voting interests in B; and
for certainty and without limitation, if A owns shares to which more than 50%
of the votes permitted to be cast in the election of directors to the Governing
Body of B or A is the general partner of B, a limited partnership, or A is the
managing member of B, a limited liability company then in each case A Controls
B for this purpose;


 


1.1.9           “Effective Date” means the date
on which the transactions contemplated in the CIA are consummated in accordance
with the terms of the CIA;


 


1.1.10         “GGO” means General Growth Opportunities, Inc., a
corporation existing under the laws of the state of Delaware;


 


1.1.11         “GGO Management Agreement” means the management services
agreement to be entered into by an Affiliate of Brookfield and GGO;


 


1.1.12         “GGP Group” means GGP, the Operating Partnership and any
other direct or indirect Subsidiary of GGP;


 


1.1.13         “Governing
Body” means (i) with respect to a corporation or limited
company, the board of directors of such corporation or limited company,
(ii) with respect to a limited liability company, the manager(s) or
managing partner(s) of such limited liability company, (iii) with
respect to a partnership, the board, committee or other body of the general
partner of such partnership that serves a similar function (or if any such
general partner is itself a partnership, the board, committee or other body of
such general partner’s 


 


4

















 


general partner that serves a similar function) and
(iv) with respect to any other Person, the body of such Person that serves
a similar function;


 


1.1.14         “Liabilities” means any claims,
liabilities, losses, damages, costs or expenses (including legal fees) incurred
or threatened in connection with any and all actions, suits, investigations,
proceedings or claims of any kind whatsoever, whether arising under statute or
action of a regulatory authority or otherwise or in connection with the
business, investments and activities in respect of or arising from this
Agreement;


 


1.1.15         “Operating
Partnership” means GGP Limited Partnership, a Delaware limited
partnership and a Subsidiary of GGP.


 


1.1.16         “Person” means any individual,
partnership, limited partnership, joint venture, syndicate, sole
proprietorship, company or corporation with or without share capital, unincorporated
association, trust, trustee, executor, administrator or other legal personal
representative, regulatory body or agency, government or governmental agency,
authority or entity however designated or constituted;


 


1.1.17         “Regional Mall” means an enclosed
shopping centre with more  than 750,000
square feet of enclosed shopping space;


 


1.1.18         “Subsidiary” means, with respect to any
Person, (i) any other Person that is directly or indirectly Controlled by
such Person, (ii) any trust in which such Person holds all of the
beneficial interests or (iii) any partnership, limited liability company
or similar entity in which such Person holds all of the interests other than
the interests of any general partner, managing member or similar Person;


 


1.1.19         “Target
Area” has the meaning assigned
thereto in Section 2.1


 


1.1.20         “Target
Opportunity” has the meaning
assigned thereto in Section 2.1; and


 


1.1.21         “Term” has the meaning assigned thereto
in Section 4.1.


 


1.2                                                                               Headings and Table of Contents


 


The inclusion of headings and a table of contents in this Agreement are
for convenience of reference only and will not affect the construction or
interpretation hereof.


 


1.3                                                                               Gender and Number


 


In this Agreement, unless the context otherwise requires, words
importing the singular include the plural and vice versa, words importing
gender include all genders or the neuter, and words importing the neuter
include all genders.


 


1.4                                                                               Invalidity of Provisions


 


Each of the provisions contained in this Agreement is distinct and severable
and a declaration of invalidity or unenforceability of any such provision or
part thereof by a court of 


 


5

















 


competent jurisdiction will not affect the validity or enforceability of
any other provision hereof. To the extent permitted by applicable law, the
parties waive any provision of law which renders any provision of this
Agreement invalid or unenforceable in any respect.  The parties will engage in good faith negotiations
to replace any provision which is declared invalid or unenforceable with a
valid and enforceable provision, the economic effect of which comes as close as
possible to that of the invalid or unenforceable provision which it replaces.


 


1.5                                                                               Entire Agreement


 


This Agreement constitutes the entire agreement between the parties
pertaining to the subject matter of this Agreement.  For greater certainty, this agreement
supercedes and replaces any covenant in either the CIA or the Brookfield Letter
regarding the subject matter contained herein. 
There are no warranties, conditions, or representations (including any
that may be implied by statute) and there are no agreements in connection with
such subject matter except as specifically set forth or referred to in this
Agreement.  No reliance is placed on any
warranty, representation, opinion, advice or assertion of fact made either
prior to, contemporaneous with, or after entering into this Agreement, or any
amendment or supplement thereto, by any party to this Agreement or its
directors, officers, employees or agents, to any other party to this Agreement
or its directors, officers, employees or agents, except to the extent that the
same has been reduced to writing and included as a term of this Agreement, and
none of the parties to this Agreement has been induced to enter into this
Agreement or any amendment or supplement by reason of any such warranty,
representation, opinion, advice or assertion of fact.  Accordingly, there will be no liability,
either in tort or in contract, assessed in relation to any such warranty,
representation, opinion, advice or assertion of fact, except to the extent
contemplated above.


 


1.6                                                                               Waiver, Amendment


 


Except as expressly provided in this Agreement, no amendment or waiver
of this Agreement will be binding unless executed in writing by the party to be
bound thereby.  No waiver of any
provision of this Agreement will constitute a waiver of any other provision nor
will any waiver of any provision of this Agreement constitute a continuing
waiver unless otherwise expressly provided.


 


1.7                                                                               Governing Law


 


This Agreement will be governed by and construed in accordance with the
laws of the Province of Ontario and the laws of Canada applicable therein.


 


ARTICLE 2

ACQUISITIONS


 


2.1                                                                               Primary Vehicle


 


On the basis and Subject to the other terms in this Article 2,
Brookfield agrees that, during the Term, the GGP Group will serve as the
primary vehicle through which opportunities presented to Brookfield and its
Affiliates to acquire or develop Regional Malls or portfolios of Regional Malls
(“Target Opportunities”) in Canada and
the United States (the “Target Area”)
will be made by Brookfield and its Affiliates.


 


6

















 


2.2                                                                               No Exclusivity and Limitations on
Acquisition Opportunities


 


2.2.1           GGP
acknowledges and agrees that:


 


2.2.1.1               GGO has requested that an Affiliate of
Brookfield provide certain management services to GGO pursuant to the GGO
Management Agreement and nothing in this Agreement shall restrict or limit
members of the Brookfield Group from performing their obligations under the GGO
Management Agreement or from acting in a similar capacity in relation to GGO
following the term of the GGO Management Agreement.


 


2.2.1.2               Nothing in this Agreement shall require
Brookfield to allocate any minimum level of dedicated resources for the pursuit
of Target Opportunities.  Members of the Brookfield Group have established or
advise, and may continue to establish or advise, other Persons that rely on the
diligence, skill and business contacts of the Brookfield Group’s professionals and the information and
acquisition opportunities they generate during the normal course of their
activities.


 


2.2.1.3               The members of the Brookfield Group carry on
a diverse range of businesses in the Target Area and worldwide, including the
development, ownership and/or management of office properties and other real
estate assets, homebuilding operations, and investing and advising on investing
in any of the foregoing or loans, debt instruments and other securities  with
underlying real estate collateral or exposure including Regional Malls, both as
principal and through other public companies that are Brookfield Affiliates or
through private investment vehicles and accounts established or managed by
Brookfield Affiliates.  Except as
explicitly provided herein, nothing in this Agreement shall in any way limit or
restrict members of the Brookfield Group from carrying on their respective
business and in particular:


 


2.2.1.3.1      Nothing shall limit or restrict the ability of the
Brookfield Group from making any investment recommendation or taking any other
action in connection with  its public
securities advisory businesses;


 


2.2.1.3.2      Nothing herein shall limit or restrict any Member of
the Brookfield Group from investing in any loans or debt securities outside of
its public securities advisory businesses or from taking any action in
connection with any loan or debt security notwithstanding that the underlying
collateral is comprised of or includes a Regional Mall or portfolio or Regional
Malls in the Target Area provided that the original purpose of the investment
was not to acquire a Controlling interest in a Regional Mall or portfolio
consisting primarily of Regional Malls; and


 


2.2.1.3.3      The Brookfield Group has established and manages a
real estate investment turnaround program and a general real estate opportunity
fund whose investment objectives include Target Opportunities in the 


 


7

















 


Target Area and may in the future establish similar
funds (“Brookfield Funds”). Nothing herein
shall limit or restrict Brookfield or any member of the Brookfield Group from
establishing or advising a Brookfield Fund or carrying out any investment
provided that for any investment carried out by a Brookfield Fund that involves
a Target Opportunity in the Target Area the GGP Group will be offered the
opportunity to take up a portion of Brookfield’s share of such Target
Opportunity (subject to any limitations required by Brookfield Fund investors)
and, where applicable be the property manager of the underlying Regional
Mall(s).


 


2.2.1.3.4      Nothing herein shall in any way restrict Brookfield
from acquiring or holding an investment of less than 5% of the outstanding
shares of any publicly traded company or from carrying out any other investment
of a company or real estate portfolio where the underlying assets do not
principally constitute Regional Malls.


 


2.2.1.4               In the event that GGP  declines any Target Opportunity  that Brookfield has made available to the GGP
Group (or does not confirm that it wishes to pursue such opportunity within a
reasonable period of time after such opportunity has been presented),
Brookfield may pursue such Target Opportunity for its own account, without
restriction.


 


8

















 


ARTICLE 3

REPRESENTATIONS AND WARRANTIES


 


3.1                                                                               Representations and Warranties of
Brookfield


 


Brookfield hereby represents and warrants that:


 


3.1.1           it is validly organized and existing under the relevant laws governing
its formation and existence;


 


3.1.2           it has the power, capacity and authority to enter into this Agreement
and to perform its duties and obligations hereunder;


 


3.1.3           it has taken all necessary action to authorize the execution, delivery
and performance of this Agreement;


 


3.1.4           the execution and delivery of this Agreement by it and the performance
by it of its obligations hereunder do not and will not contravene, breach or
result in any default under its articles, by-laws, constituent documents or
other organizational documents;


 


3.1.5           no authorization, consent or approval, or filing with or notice to any
Person is required in connection with the execution, delivery or performance by
it of this Agreement; and


 


3.1.6           this Agreement constitutes a valid and legally binding obligation of it
enforceable against it in accordance with its terms, subject to
(i) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance,
reorganization and other laws of general 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 availability of
equitable remedies, whether such principles are considered in a proceeding at
law or in equity.


 


9

















 


3.2                                                                               Representations and Warranties of
GGP


 


GGP hereby represents and warrants that:


 


3.2.1           it is validly organized and existing under the relevant laws governing
its formation and existence;


 


3.2.2           it has the power, capacity and authority to enter into this Agreement
and to perform its duties and obligations hereunder;


 


3.2.3           it has taken all necessary action to authorize the execution, delivery
and performance of this Agreement;


 


3.2.4           the execution and delivery of this Agreement by it and the performance
by it of its obligations hereunder do not and will not contravene, breach or
result in any default under its articles, by-laws, constituent documents or
other organizational documents;


 


3.2.5           no authorization, consent or approval, or filing with or notice to any
Person is required in connection with the execution, delivery or performance by
it of this Agreement; and


 


3.2.6           this Agreement constitutes a valid and legally binding obligation of it
enforceable against it in accordance with its terms, subject
to:  (i) applicable bankruptcy, insolvency, moratorium,
fraudulent conveyance, reorganization and other laws of general 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 availability of equitable remedies, whether such principles are
considered in a proceeding at law or in equity.


 


ARTICLE 4

TERMINATION


 


4.1                                                                               Term


 


The term of this Agreement (“Term”) will
begin on the Effective Date and will continue in full force and effect for so
long as Brookfield is entitled to nominate three directors to the Board of
Directors of GGP.


 


4.2                                                                               Termination


 


The rights and obligations of the parties
to this Agreement will terminate and no longer be of any effect concurrently
with the termination of this Agreement in accordance with its terms, other than
Article 5, which shall survive termination.


 


10














 


ARTICLE 5

LIMITATION OF LIABILITY


 


5.1                                                                               No Liability


 


GGP hereby agrees that no member of the Brookfield Group, nor any
director, officer, agent, member, partner, shareholder or employee of any
member of the Brookfield Group, will be liable to any member of the GGP Group
for any Liabilities that may occur as a result of any acts or omissions by any
member of the Brookfield Group pursuant to or in accordance with this
Agreement, except to the extent that such Liabilities are finally determined by
a final and non-appealable judgment entered by a court of competent
jurisdiction to have resulted from a Brookfield Group member’s bad faith,
fraud, wilful misconduct, gross negligence, or in the case of a criminal
matter, conduct undertaken with knowledge that the conduct was unlawful.  For greater certainty, Brookfield makes no
representations or warranties of any kind whatsoever regarding the suitability
or characteristics of any Target Opportunity that may be presented or its
ability to source or make available Target Opportunities or concerning any
other matter whatsoever, and the parties agree that nothing herein or the
activities of the Brookfield Group contemplated hereby constitutes investment
advice or establishes any fiduciary duties on the part of any member of the
Brookfield Group to any member of the GGP Group.


 


5.2                                                                               Survival


 


The provisions of this Article 5 will survive the termination of
this Agreement.


 


ARTICLE 6

GENERAL PROVISIONS


 


6.1                                                                               Assignment


 


6.1.1           None of the
rights or obligations hereunder shall be assignable or transferable by any
party without the prior written consent of the other party.


 


6.1.2           Any purported assignment of this Agreement in
violation of this Article 6 shall be null and void.


 


6.2                                                                               Enurement


 


This Agreement will
enure to the benefit of and be binding upon the parties hereto and their
respective successors and permitted assigns.


 


6.3                                                                               Notices


 


Any notice or other communication required or permitted to be given
hereunder will be in writing and will be given by prepaid first-class mail, by
facsimile or other means of electronic communication or by hand-delivery as
hereinafter provided.  Any such notice or
other communication, if mailed by prepaid first-class mail at any time other
than during a general 


 


11

















 


discontinuance of postal service due to strike, lockout or otherwise,
will be deemed to have been received on the 4th Business Day after the post-marked date thereof, or if sent by
facsimile or other means of electronic communication, will be deemed to have
been received on the Business Day following the sending, or if delivered by
hand will be deemed to have been received at the time it is delivered to the
applicable address noted below either to the individual designated below or to
an individual at such address having apparent authority to accept deliveries on
behalf of the addressee.  Notice of
change of address will also be governed by this section.  In the event of a general discontinuance of
postal service due to strike, lock-out or otherwise, notices or other
communications will be delivered by hand or sent by facsimile or other means of
electronic communication and will be deemed to have been received in accordance
with this section. Notices and other communications will be addressed as
follows:


 


	
   

  	
  6.3.1

  	
  if to GGP:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  General
  Growth Properties, Inc.

  
	
   

  	
   

  	
  110
  N. Wacker Drive

  
	
   

  	
   

  	
  Chicago, IL 60606

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:     Secretary

  
	
   

  	
   

  	
  Telecopier number: 312-960-5485

  
	
   

  	
   

  	
   

  
	
   

  	
  6.3.2

  	
  if to Brookfield:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Brookfield Asset Management Inc.

  
	
   

  	
   

  	
  Suite 300, Brookfield Place

  
	
   

  	
   

  	
  181 Bay Street, Box 762,

  
	
   

  	
   

  	
  Toronto, Ontario

  
	
   

  	
   

  	
  M5J 2T3

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:     General
  Counsel

  
	
   

  	
   

  	
  Telecopier number: 416-365-9642

  



 


6.4                                                                               Further Assurances


 


Each of the parties hereto will promptly do, make, execute or deliver,
or cause to be done, made, executed or delivered, all such further acts,
documents and things as the other party hereto may reasonably require from time
to time for the purpose of giving effect to this Agreement and will use
reasonable efforts and take all such steps as may be reasonably within its
power to implement to their full extent the provisions of this Agreement.


 


6.5                                                                               Counterparts


 


This Agreement may be signed in counterparts and each of such
counterparts will constitute an original document and such counterparts, taken
together, will constitute one and the same instrument.


 


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[NEXT PAGE IS SIGNATURE PAGE]


 


13

















 


IN
WITNESS WHEREOF the parties have executed this Agreement as of the
day and year first above written.


 


 


	
   

  	
  BROOKFIELD ASSET
  MANAGEMENT, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


[Signature Page to Brookfield Relationship
Agreement]


 

















 


	
   

  	
  GENERAL GROWTH PROPERTIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


[Signature Page to Brookfield Relationship
Agreement]