Common use of Circular Clause in Contracts

Circular. (a) The Corporation will prepare and file, in consultation with the Purchaser and its advisors, the Circular and Schedule 13E-3 in all jurisdictions where the same is required and mail the Circular to the Corporation Securityholders as required under applicable Laws and the Interim Order. (b) The Corporation shall ensure that each of the Circular and the Schedule 13E-3 complies in all material respects with all applicable Laws, and, without limiting the generality of the foregoing, that the Circular and the Schedule 13E-3 will not contain any Misrepresentation (other than in each case with respect to any information relating to the Purchaser Parties), and shall provide Corporation Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Shareholders’ Meeting. (c) The Circular will include the unanimous recommendation of the Unconflicted Board of Directors that Corporation Shareholders vote in favour of the Arrangement Resolution. (d) The Purchaser will furnish to the Corporation all such information regarding the Purchaser Parties as may be required by the Interim Order or applicable Laws or as may be reasonably required by the Corporation in the preparation of the Circular and the Schedule 13E-3 for inclusion in the Circular and the Schedule 13E-3 and in any amendments or supplements to such documents or other documents related thereto; in particular, in order to assist the Corporation in calculating the paid-up capital of the common shares in the capital of the Corporation for purposes of the Tax Act, the Purchaser will furnish to the Corporation promptly following the date hereof the paid-up capital for purposes of the Tax Act of the common shares in the capital of the Corporation immediately prior to the merger completed on March 31, 2011 in accordance with the Agreement and Plan of Merger and Contribution, dated as of October 4, 2010, among Brookfield Homes Corporation, the Corporation, Brookfield Residential Acquisition Corp. and Brookfield Properties Corporation. The Purchaser shall ensure that no such information will contain any Misrepresentation. The Purchaser shall indemnify and save harmless the Corporation, its subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation, any subsidiary of the Corporation or any of their respective Representatives may be subject or may suffer, in any way caused by, or arising directly or indirectly, from or in consequence of (a) any Misrepresentation or alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) included in the Circular or Schedule 13E-3 that is provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3 and (b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) and provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3. The Corporation hereby confirms that it is acting as agent on behalf of the individuals specified in this Section 2.4(d). (e) The Purchaser and its advisors shall be given a reasonable opportunity to review and comment on the Circular and Schedule 13E-3, prior to the Circular being printed and mailed to the Corporation Securityholders and the Circular and Schedule 13E-3 being filed, and reasonable consideration shall be given to any comments made by the Purchaser and its advisors, provided that all information relating solely to the Purchaser Parties included in the Circular and Schedule 13E-3 shall be in form and substance satisfactory to Brookfield, acting reasonably. The Corporation shall provide the Purchaser with a final copy of the Circular prior to the mailing to the Corporation Securityholders.

Circular. (a) The Corporation will prepare 2.4.1 As soon as reasonably practicable, the Fund and fileBRP Equity shall, in consultation with the Purchaser and its advisors, BRPI (i) prepare the Circular and Schedule 13E-3 together with any other documents required by applicable Laws, (ii) file the Circular in all jurisdictions where the same is required to be filed, and (iii) mail the Circular to the Corporation Securityholders as required under applicable Laws and by the Interim Order. (b) The Corporation 2.4.2 BRPI shall provide the Fund and BRP Equity with all information regarding BREP, BRPI and the BRPI Entities, including any financial statements, required by applicable Laws for inclusion in the Circular or in any amendments or supplements to the Circular, and BRPI shall also use its commercially reasonable efforts to obtain any necessary consents from its auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Circular and to the identification in the Circular of each such advisor. BRPI shall take all reasonable steps to ensure that such information does not include any Misrepresentation concerning BREP, BRPI and the BRPI Entities and enables the Fund and BRP Equity to ensure that the Circular complies with applicable Laws, including, without limitation, the requirement to include prospectus form disclosure required under NI 51-102F5. 2.4.3 On the date of mailing thereof, the Fund, subject to BRPI complying with its obligations under Section 2.4.2 shall ensure that each of the Circular and the Schedule 13E-3 complies in all material respects with all applicable Laws, and, without limiting the generality of the foregoing, that the Circular Laws and the Schedule 13E-3 will not contain any Misrepresentation (other than in each case with respect to any information relating to the Purchaser Parties), Interim Order and shall provide Corporation Shareholders with information in contain sufficient detail to permit them the Unitholders and Preferred Shareholders to form a reasoned judgment concerning the matters to be placed before them at the Shareholders’ Unitholder Meeting and the Preferred Shareholder Meeting, respectively. (c) 2.4.4 The Circular will include shall contain the unanimous recommendation recommendations of the Unconflicted Board Trustees and the directors of Directors BRP Equity to Unitholders and the Preferred Shareholders, respectively, that Corporation Shareholders they vote in favour of the Unitholder Arrangement Resolution and Preferred Shareholder Resolution, respectively, and a statement that each Trustee and each director of BRP Equity, as the case may be, intends to vote all of such individual’s Fund Units and BRP Equity Preferred Shares in favour of the Unitholder Arrangement Resolution and Preferred Shareholder Arrangement Resolution, respectively, and against any resolution submitted by any Unitholder or Preferred Shareholder that is inconsistent with the Arrangement. For greater certainty, nothing in this Agreement restricts or prohibits the Trustees or the board of directors of BRP Equity from, in good faith and upon advice of legal counsel, acting in accordance with their fiduciary duties including, without limitation, withdrawing or proposing to withdraw the approval or recommendation of the Trustees or the directors of BRP Equity, as the case may be, to the Unitholders and Preferred Shareholders, respectively, to vote for the applicable Arrangement Resolutions or adjourning or postponing the applicable Meeting to consider the applicable Arrangement Resolution in the event that there will have developed, occurred or come into effect or existence any event, action, state, condition or occurrence of national or international consequence, or other occurrence of any nature whatsoever, or any adoption, proposed implementation or change in applicable Law or any interpretation thereof by any Governmental Authority which, in the Fund Entities’ reasonable opinion, seriously and adversely affects, or would be expected to seriously and adversely affect, the national or international financial markets in general or the business, operations or affairs of the Fund and the Fund-Owned Entities or the BRPI Entities. (d) The Purchaser will furnish to 2.4.5 Each Party shall promptly notify the Corporation all such information regarding other if, at any time before the Purchaser earlier of the Effective Date and the termination of this Agreement in accordance with its terms, it becomes aware that the Circular contains a Misrepresentation, or that the Circular otherwise requires an amendment or supplement, and the Parties as may be required by the Interim Order or applicable Laws or as may be reasonably required by the Corporation shall co-operate in the preparation of any amendment or supplement to the Circular Circular, as required or appropriate, and the Schedule 13E-3 for inclusion in the Circular and the Schedule 13E-3 and in Fund shall promptly mail or otherwise publicly disseminate any amendments amendment or supplements to such documents or other documents related thereto; in particular, in order to assist the Corporation in calculating the paid-up capital of the common shares in the capital of the Corporation for purposes of the Tax Act, the Purchaser will furnish to the Corporation promptly following the date hereof the paid-up capital for purposes of the Tax Act of the common shares in the capital of the Corporation immediately prior to the merger completed on March 31, 2011 in accordance with the Agreement and Plan of Merger and Contribution, dated as of October 4, 2010, among Brookfield Homes Corporation, the Corporation, Brookfield Residential Acquisition Corp. and Brookfield Properties Corporation. The Purchaser shall ensure that no such information will contain any Misrepresentation. The Purchaser shall indemnify and save harmless the Corporation, its subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation, any subsidiary of the Corporation or any of their respective Representatives may be subject or may suffer, in any way caused by, or arising directly or indirectly, from or in consequence of (a) any Misrepresentation or alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) included in the Circular or Schedule 13E-3 that is provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3 and (b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) and provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3. The Corporation hereby confirms that it is acting as agent on behalf of the individuals specified in this Section 2.4(d). (e) The Purchaser and its advisors shall be given a reasonable opportunity to review and comment on the Circular and Schedule 13E-3, prior supplement to the Circular being printed and mailed to the Corporation Securityholders Unitholders and the Circular and Schedule 13E-3 being filedPreferred Shareholders and, and reasonable consideration shall be given to any comments made if required by the Purchaser Court or applicable Laws, file the same as required under applicable securities Laws and its advisors, provided that all information relating solely to the Purchaser Parties included in the Circular and Schedule 13E-3 shall be in form and substance satisfactory to Brookfield, acting reasonably. The Corporation shall provide the Purchaser with a final copy of the Circular prior to the mailing to the Corporation Securityholdersas otherwise required.

Circular. (a) The Corporation Subject to Purchaser’s compliance with Section 2.5(c), as promptly as reasonably practicable following execution of this Agreement and in any event so as to permit the XS Meeting to occur by the date specified in Section 2.4(a), XS will prepare and and, after obtaining the Interim Order, file, in consultation with the Purchaser and its advisors, the XS Circular and Schedule 13E-3 in all jurisdictions where the same is required and mail the XS Circular to the Corporation XS Securityholders and such other Persons as required under applicable Laws and the Interim Order. (b) The Corporation XS shall ensure that each of the XS Circular and the Schedule 13E-3 complies in all material respects with all applicable Laws, and, without limiting the generality of the foregoing, that the XS Circular and the Schedule 13E-3 will not contain any Misrepresentation misrepresentation (other than in each case with respect to any information relating to Purchaser or its representatives that is furnished in writing by or on behalf of Purchaser for inclusion in the Purchaser PartiesXS Circular pursuant to Section 2.5(c)), and shall provide Corporation Shareholders the XS Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Shareholders’ XS Meeting.. Without limiting the generality of the foregoing, but subject to the terms of this Agreement, the XS Circular must include: (ci) The Circular will include the unanimous recommendation all information, disclosure and other documentation required by MI 61-101 (including in respect of the Unconflicted Board Fairness Opinion), and such other financial, operational and other information and disclosure required under applicable Law; and (ii) a statement that each director and executive officer of Directors XS intends to vote all their XS Securities that Corporation Shareholders vote he or she directly or indirectly owns, if any, in favour of the Arrangement Resolution, to the extent it is able, following its commercially reasonable efforts to obtain the confirmations required in order to allow it to make such statement. (dc) The Purchaser will shall furnish to the Corporation XS all such information regarding the Purchaser Parties as may be required by the Interim Order or applicable Laws or as may be reasonably required by the Corporation XS in the preparation of the XS Circular and the Schedule 13E-3 for inclusion in the XS Circular and the Schedule 13E-3 and in any amendments or supplements to such documents or other documents related thereto; in particular, in order to assist the Corporation in calculating the paid-up capital of the common shares in the capital of the Corporation for purposes of the Tax Act, the Purchaser will furnish to the Corporation promptly following the date hereof the paid-up capital for purposes of the Tax Act of the common shares in the capital of the Corporation immediately prior to the merger completed on March 31, 2011 in accordance with the Agreement and Plan of Merger and Contribution, dated as of October 4, 2010, among Brookfield Homes Corporation, the Corporation, Brookfield Residential Acquisition Corp. and Brookfield Properties Corporation. The Purchaser shall ensure that no such information will contain any Misrepresentation. The Purchaser shall indemnify and save harmless the Corporation, its subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation, any subsidiary of the Corporation or any of their respective Representatives may be subject or may suffer, in any way caused by, or arising directly or indirectly, from or in consequence of (a) any Misrepresentation or alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) included in the Circular or Schedule 13E-3 that is provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3 and (b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) and provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3. The Corporation hereby confirms that it is acting as agent on behalf of the individuals specified in this Section 2.4(d)misrepresentation. (ed) The Purchaser and its advisors shall be given a reasonable opportunity to review and comment on the XS Circular and Schedule 13E-3other related documents, prior to the XS Circular being filed and being printed and mailed to (i) the Corporation XS Securityholders and (ii) such other Persons as required under applicable Laws and the Circular and Schedule 13E-3 being filedInterim Order, and reasonable consideration shall be given to any comments made by the Purchaser and its advisors, provided that all information relating solely to the Purchaser Parties included in the XS Circular and Schedule 13E-3 other related documents shall be in form and substance satisfactory to BrookfieldPurchaser, acting reasonably. The Corporation XS shall provide the Purchaser with a final copy of the XS Circular prior to the mailing of it to (i) the XS Securityholders and (ii) such other Persons as required under applicable Laws and the Interim Order. (e) Each Party shall promptly notify the other Parties if at any time before the Effective Date it becomes aware that the XS Circular contains a misrepresentation, or that otherwise requires an amendment or supplement to the Corporation SecurityholdersXS Circular, and the Parties shall co-operate in the preparation of any amendment or supplement to the XS Circular as required or appropriate, and XS shall promptly as practicable mail or otherwise publicly disseminate or cause to be mailed or otherwise publicly disseminated any amendment or supplement to the XS Circular to (i) the XS Securityholders and (ii) such other Persons as required under applicable Laws and the Interim Order and, if required by the Court or applicable Laws, file or cause to be filed the same with any Governmental Entity and as otherwise required. (f) XS shall keep Purchaser informed of any requests or comments made by any Securities Authorities in connection with the XS Circular.

Circular. (a) The Corporation will Company shall, as promptly as reasonably practicable following the execution of this Agreement, prepare and filecomplete, in consultation with the Purchaser Purchaser, the Circular together with any other documents required by Law in connection with the Meeting and its advisorsthe Arrangement, and the Company shall, as promptly as reasonably practicable after the expiry of the SEC Clearance Period and subject to the receipt of the Interim Order, cause the Circular and such other documents to be filed with any Securities Authority and in all jurisdictions where the Circular is required to be filed and in the form and containing the information required under applicable Laws, including all applicable corporate legislation and Securities Laws and requirements, as to permit the Meeting to be held as soon as reasonably practicable. (b) As promptly as reasonably practicable after the expiry or termination of the SEC Clearance Period, the Company shall mail to each Shareholder and such other third parties as may be required pursuant to the Interim Order and applicable Laws, the Circular and Schedule 13E-3 all other proxy materials for the Meeting, and if necessary in order to comply with applicable Securities Laws, after the Circular shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies. The Company shall cause the Circular to be mailed in all jurisdictions where the same is required and mail the Circular to the Corporation Securityholders as required under applicable Laws and the Interim Orderbe mailed. (bc) The Corporation Company shall ensure that each of the Circular and the Schedule 13E-3 complies in all material respects with all applicable Lawsthe Interim Order and Law, and, without limiting the generality of the foregoing, that the Circular and the Schedule 13E-3 will does not contain any Misrepresentation (other than in each case respect to any written information with respect to any information relating to the Purchaser Parties), that is furnished in writing by or on behalf of the Purchaser for inclusion in the Circular) and shall provide Corporation provides the Shareholders with sufficient information in sufficient detail to permit them to form a reasoned judgment judgement concerning the matters to be placed before them at the Shareholders’ Meeting. (cd) The Without limiting the generality of Section 2.4(a), the Circular will include must include: (i) a summary and a copy of the Fairness Opinion, (ii) a statement that the Transaction Committee has received the Fairness Opinion and has, after receiving advice from its financial advisers and outside legal counsel, unanimously recommended that the Board approve the Arrangement, (iii) a statement that the Board has received the Fairness Opinion and has, after receiving advice from its financial advisers and outside legal counsel and the unanimous recommendation of the Unconflicted Transaction Committee, unanimously determined that the Arrangement Resolution is in the best interests of the Company and is fair to the Shareholders and that the Board of Directors unanimously recommends that Corporation the Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”), and (iv) a statement that each director and officer of the Company has entered into a Voting and Support Agreement pursuant to which such director or officer has agreed to vote all of his or her securities in favour of the Arrangement Resolution. (d) The Purchaser will furnish to the Corporation all such information regarding the Purchaser Parties as may be required by the Interim Order or applicable Laws or as may be reasonably required by the Corporation in the preparation of the Circular and the Schedule 13E-3 for inclusion in the Circular and the Schedule 13E-3 and in any amendments or supplements to such documents or other documents related thereto; in particular, in order to assist the Corporation in calculating the paid-up capital of the common shares in the capital of the Corporation for purposes of the Tax Act, the Purchaser will furnish to the Corporation promptly following the date hereof the paid-up capital for purposes of the Tax Act of the common shares in the capital of the Corporation immediately prior to the merger completed on March 31, 2011 in accordance with the Agreement and Plan of Merger and Contribution, dated as of October 4, 2010, among Brookfield Homes Corporation, the Corporation, Brookfield Residential Acquisition Corp. and Brookfield Properties Corporation. The Purchaser shall ensure that no such information will contain any Misrepresentation. The Purchaser shall indemnify and save harmless the Corporation, its subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation, any subsidiary of the Corporation or any of their respective Representatives may be subject or may suffer, in any way caused by, or arising directly or indirectly, from or in consequence of (a) any Misrepresentation or alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) included in the Circular or Schedule 13E-3 that is provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3 and (b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) and provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3. The Corporation hereby confirms that it is acting as agent on behalf of the individuals specified in this Section 2.4(d). (e) The Company shall give the Purchaser and its advisors shall be given outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and Schedule 13E-3, prior to the Circular being printed and mailed to the Corporation Securityholders and the Circular and Schedule 13E-3 being filedother related documents, and shall give reasonable consideration shall be given to any comments made by the Purchaser and its advisorsoutside legal counsel, provided and agrees that all information relating solely to the Purchaser Parties included that is furnished in writing by or on behalf of the Purchaser for inclusion in the Circular and Schedule 13E-3 shall or other related documents must be in a form and substance content satisfactory to Brookfieldthe Purchaser, acting reasonably. The Corporation Company shall provide the Purchaser with a final copy of the Circular prior to the its mailing to the Corporation SecurityholdersShareholders. (f) The Purchaser shall provide, in a reasonably timely and expeditious manner, in writing to the Company, the Purchaser Information, as applicable, that is required by the Interim Order or Law to be included by the Company in the Circular or other related documents. The Purchaser shall ensure that the Purchaser Information (i) complies in material respects with the Interim Order and Law and (ii) does not contain any Misrepresentation. (g) The Company shall not be responsible for any information in the Circular relating solely to the Purchaser and its affiliates, nor shall it be responsible or liable for any Misrepresentation or alleged Misrepresentation in any information included in the Circular solely in respect of the information furnished to the Company in writing by the Purchaser or its legal counsel for inclusion in the Circular. (h) Each Party shall promptly notify the other Party if it becomes aware that the Circular contains a Misrepresentation, or otherwise requires an amendment or supplement (including with respect to the Meeting). The Parties shall cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders in and to all jurisdictions where such amendments or supplements are required to be mailed, complying in all material respects with all applicable Laws on the date of the mailing thereof and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as required. (i) The Company shall promptly notify the Purchaser upon the receipt of any correspondence with respect to the Circular or the Arrangement, whether written or oral, from any Securities Authority or the staff of a Securities Authority with respect to the Circular or the Arrangement or any request from any Securities Authority or the staff of a Securities Authority for information related to the Circular or the Arrangement or amendments or supplements to the Circular, and shall promptly provide the Purchaser with copies of all written correspondence between the Company and its Representatives, on the one hand, and the Securities Authority or the staff of the Securities Authority, on the other hand. The Company shall use its commercially reasonable efforts to respond reasonably promptly to any correspondence with respect to the Circular or the Arrangement from any Securities Authority or the staff of a Securities Authority with respect to the Circular or the Arrangement, and the Company shall give reasonable consideration to recommendations provided by the Purchaser and its legal counsel prior to submitting to the Securities Authority or the staff of the Securities Authority any response to any such correspondence. In connection with the filing of the Circular or the dissemination thereof to the Shareholders, or submitting to any Securities Authority or the staff of a Securities Authority any response to any correspondence of any Securities Authority or the staff of the Securities Authority with respect thereto, the Company shall provide the Purchaser and its outside legal counsel a reasonable opportunity to review and comment on such document, responses and/or proposed disclosures and the Company shall give reasonable and due consideration to any reasonable comments of the Purchaser and/or its outside legal counsel prior to such filing, dissemination or submission.

Circular. (a) The Corporation will prepare and fileSubject to the Purchaser complying with Section 2.5(e), the Company will, in consultation with the Purchaser Purchaser: (i) as soon as reasonably practicable after the execution of this Agreement, promptly prepare the Circular together with any other documents required by the BCBCA and its advisorsother applicable Laws in connection with the approval of the Arrangement Resolution by the Company Shareholders and the Company Series D Shareholders at the Company Meeting; and (ii) as soon as reasonably practicable after the issuance of the Interim Order, promptly cause the Circular and Schedule 13E-3 in all jurisdictions where the same is required such other documents to be filed and mail the Circular sent to the Corporation Securityholders Company Shareholders and the Company Series D Shareholders in compliance with the abridged timing contemplated by National Instrument 54- 101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and filed as required under applicable Laws and by the Interim OrderOrder and applicable Laws. (b) The Corporation Company shall ensure that each of the Circular and the Schedule 13E-3 complies in all material respects with all applicable Laws, and, without limiting the generality of the foregoing, that the Circular and the Schedule 13E-3 (including with respect to any information incorporated therein by reference) will not contain any Misrepresentation untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than in each case with respect to any information relating to furnished by the Purchaser Parties), Purchaser) and shall will provide Corporation the Company Shareholders and the Company Series D Shareholders with information in sufficient detail to permit them to form a reasoned judgment judgement concerning the matters to be placed before them at the Shareholders’ Company Meeting. (c) The Company shall use commercially reasonable efforts to obtain any necessary consents from its auditor and any other advisors to the use of any financial, technical or other expert information required to be included in the Circular and to the identification in the Circular of each such advisor. (d) The Company and the Purchaser will cooperate in the preparation, filing and mailing of the Circular. The Company will provide legal counsel to the Purchaser with a reasonable opportunity to review and comment on all drafts of the Circular and other documents related thereto prior to filing the Circular with applicable Governmental Authorities and printing and mailing the Circular to the Company Shareholders and the Company Series D Shareholders and will give reasonable consideration to such comments. All information relating solely to the Purchaser included in the Circular shall be provided by the Purchaser in accordance with Section 2.5(e) and shall be in form and content satisfactory to the Purchaser, acting reasonably, and the Circular will include include: (i) a statement that the Company Board has unanimously determined that the Arrangement is fair to the Company Shareholders, the Company Series D Shareholders, and the Company Series E Shareholders and it is in the best interests of the Company; (ii) the unanimous recommendation of the Unconflicted Company Board of Directors that Corporation the Company Shareholders and the Company Series D Shareholders vote in favour of the Arrangement Resolution and the rationale for that recommendation; (iii) a copy of the Fairness Opinion; and (iv) a statement that each of the Supporting and Locked-Up Company Shareholders has signed a Support and Lock-Up Agreement, pursuant to which, and subject to the terms thereof, they have agreed to, among other things, vote their Company Shares and Company Series D Shares, as applicable, in favour of the Arrangement Resolution. (de) The Purchaser will will, in a timely manner, furnish to the Corporation Company with all such information regarding the Purchaser Parties as may reasonably be required by the Interim Order or applicable Laws or as may to be reasonably required by the Corporation in the preparation of the Circular and the Schedule 13E-3 for inclusion included in the Circular pursuant to applicable Laws and the Schedule 13E-3 and in any amendments or supplements to such documents or other documents related thereto; in particular, in order to assist the Corporation in calculating the paid-up capital of the common shares in the capital of the Corporation for purposes of the Tax Act, the Purchaser will furnish to the Corporation promptly following the date hereof the paid-up capital for purposes of the Tax Act of the common shares in the capital of the Corporation immediately prior to the merger completed on March 31, 2011 in accordance with the Agreement and Plan of Merger and Contribution, dated as of October 4, 2010, among Brookfield Homes Corporation, the Corporation, Brookfield Residential Acquisition Corp. and Brookfield Properties Corporation. The Purchaser shall ensure that no such information will contain any Misrepresentation. The Purchaser shall indemnify and save harmless the Corporation, its subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation, any subsidiary of the Corporation or any of their respective Representatives may be subject or may suffer, in any way caused by, or arising directly or indirectly, from or in consequence of (a) any Misrepresentation or alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) included in the Circular or Schedule 13E-3 that is provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3 and (b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) and provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3. The Corporation hereby confirms that it is acting as agent on behalf of the individuals specified in this Section 2.4(d). (ef) The Company shall keep the Purchaser and its advisors shall be given fully informed in a reasonable opportunity to review and comment on the Circular and Schedule 13E-3, prior to the Circular being printed and mailed to the Corporation Securityholders and the Circular and Schedule 13E-3 being filed, and reasonable consideration shall be given to timely manner of any requests or comments made by the Canadian securities regulatory authorities and/or the CSE in connection with the Circular. (g) The Company and the Purchaser and its advisors, provided that all information relating solely will each promptly notify the other if at any time before the Effective Date it becomes aware (in the case of the Company only with respect to the Purchaser Parties included Company and in the Circular and Schedule 13E-3 shall be in form and substance satisfactory to Brookfield, acting reasonably. The Corporation shall provide case of the Purchaser only with a final copy of respect to the Purchaser) that the Circular prior or any other document referred to in Section 2.5(e) contains any misrepresentation or otherwise requires any amendment or supplement and promptly deliver written notice to the mailing other Party setting out full particulars thereof. In any such event, the Company and the Purchaser will cooperate with each other in the preparation, filing and dissemination of any required supplement or amendment to the Corporation SecurityholdersCircular or such other document, as the case may be, and any related news release or other document necessary or desirable in connection therewith.

Circular. (a) The Corporation will Company shall as promptly as practicable prepare and filecomplete, in consultation with the Purchaser and its advisorsAcquiror, the Circular together with any other documents required by Law in connection with the Special Meeting and Schedule 13E-3 in all jurisdictions where the same is required and mail cause the Circular and such other documents to the Corporation Securityholders be filed and sent to each Shareholder and any other Person as required under applicable Laws and by the Interim OrderOrder or Law, in each case so as to permit the Special Meeting to be held by the date specified in Section 2.2(a). (b) The Corporation Company shall ensure that each of the Circular and the Schedule 13E-3 complies in all material respects with all the Interim Order and applicable Laws, and, without limiting the generality of the foregoing, that the Circular and the Schedule 13E-3 will does not contain any Misrepresentation untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than in each case with respect to any information relating to the Purchaser Parties), and provided by Acquiror and its affiliates) and shall provide Corporation Shareholders with information in sufficient detail to permit them to form a reasoned judgment judgement concerning the matters to be placed before them at the Shareholders’ Special Meeting. (c) The . Subject to Sections 7.1 to 7.4, the Circular will include the unanimous recommendation Board Recommendation, and a statement that the Significant Shareholder and each director of Company and each Executive intends to vote all of such director's or Executive's Common Shares (including any Common Shares issued upon the Unconflicted Board exercise of Directors that Corporation Shareholders vote any Options) in favour of the Arrangement Resolution, subject to the other terms of this Agreement and the Lock-up Agreements. (dc) The Purchaser Acquiror will furnish to the Corporation Company all such information regarding the Purchaser Parties Acquiror and its affiliates as may be required by the Interim Order or applicable Laws or as may Law to be reasonably required by the Corporation in the preparation of the Circular and the Schedule 13E-3 for inclusion included in the Circular and the Schedule 13E-3 and in any amendments or supplements to such documents or other documents related thereto; in particular, in order to assist including the Corporation in calculating the paidinformation about Acquiror which is required under Item 14.2 of Form 51-up capital 102F5 of the common shares in the capital of the Corporation for purposes of the Tax Act, the Purchaser will furnish to the Corporation promptly following the date hereof the paidNational Instrument 51-up capital for purposes of the Tax Act of the common shares in the capital of the Corporation immediately prior to the merger completed on March 31, 2011 in accordance with the Agreement and Plan of Merger and Contribution, dated as of October 4, 2010, among Brookfield Homes Corporation, the Corporation, Brookfield Residential Acquisition Corp. and Brookfield Properties Corporation102 - Continuous Disclosure Obligations. The Purchaser Acquiror shall ensure that no such information will contain include any untrue statement of a material fact or omit to state a material fact required to be stated in the Circular in order to make any information so furnished or any information concerning Acquiror and its affiliates not misleading in light of the circumstances in which it is disclosed (a “Misrepresentation”). The Purchaser shall indemnify Acquiror hereby indemnifies and save saves harmless the Corporation, Company and its subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and reasonable expenses to which the Corporation, any subsidiary of the Corporation Company or any of their respective its Representatives may be subject or may suffer, in any way caused bysuffer as a result of, or arising directly or indirectlyfrom, from or in consequence of (a) any Misrepresentation or alleged Misrepresentation contained in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) included in the Circular or Schedule 13E-3 that is was provided by the Purchaser Acquiror or its Representatives specifically for the purpose inclusion therein, including as a result of inclusion in the Circular or Schedule 13E-3 and (b) any order made, or any inquiry, investigation or proceeding instituted by any Securities Authority Authorities or other Governmental Entity, to the extent Entity based on any such a Misrepresentation or any alleged Misrepresentation in any Misrepresentation; provided that the information related to the Purchaser, Brookfield or regarding Acquiror and its affiliates (other than information related to the Corporation) and provided by the Purchaser or its Representatives for the purpose of inclusion is included in the Circular or Schedule 13E-3. The Corporation hereby confirms that it is acting as agent on behalf of in the individuals specified in this Section 2.4(d)form furnished to Company by Acquiror. (ed) The Purchaser Acquiror and its advisors legal counsel shall be given a reasonable opportunity to review and comment on the Circular and Schedule 13E-3related documents, prior to the Circular being printed and mailed to Shareholders and filed with the Corporation Securityholders and the Circular and Schedule 13E-3 being filedSecurities Authorities, and reasonable consideration shall be given to any comments made by the Purchaser Acquiror and its advisorscounsel, provided that all information relating solely to the Purchaser Parties Acquiror included in the Circular and Schedule 13E-3 shall be in form and substance content reasonably satisfactory to BrookfieldAcquiror. (e) Company and Acquiror shall each promptly notify each other if at any time before the Effective Date, acting reasonably. The Corporation shall provide it becomes aware (in the Purchaser case of Company only with respect to Company and in the case of Acquiror only with respect to Acquiror) that the Circular contains an untrue statement of a final copy material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the Circular prior circumstances in which they are made, or that otherwise requires an amendment or supplement to the mailing Circular, and the Parties shall co-operate in the preparation of any amendment or supplement to the Corporation SecurityholdersCircular, as required or appropriate, and Company shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Circular to Shareholders and, if required by the Court or applicable Laws, file the same with the Securities Authorities and as otherwise required.

Circular. (a) The Corporation will prepare and fileSubject to the Purchaser complying with Section 2.5(c), the Company will, in consultation with the Purchaser and its advisorsPurchaser: (i) as soon as reasonably practicable after the execution of this Agreement, promptly prepare the Circular and Schedule 13E-3 together with any other documents required by the BCBCA or any other applicable Laws in all jurisdictions where connection with the same is required and mail approval of the Arrangement Resolution by the Company Shareholders at the Company Meeting; and (ii) as soon as reasonably practicable after the issuance of the Interim Order, cause the Circular to be sent to the Corporation Securityholders Company Shareholders in compliance with the abridged timing requirements contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and filed as required under applicable Laws and by the Interim OrderOrder and applicable Laws. (b) The Corporation Company shall ensure that each of the Circular and the Schedule 13E-3 complies in all material respects with all applicable Laws, and, without limiting the generality of the foregoing, that the Circular and the Schedule 13E-3 (including with respect to any information incorporated therein by reference): (i) will not contain any Misrepresentation misrepresentation (other than in each case with respect to any information relating to furnished in writing by the Purchaser PartiesPurchaser), and shall provide Corporation ; and (ii) provides the Company Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Shareholders’ Company Meeting. (c) The Company and the Purchaser will cooperate in the preparation, filing and mailing of the Circular and the Purchaser will, in a timely manner, furnish the Company with all such information regarding the Purchaser as may reasonably be required to be included in the Circular pursuant to applicable Laws and any other documents related thereto. The Purchaser will ensure all such information will not contain any misrepresentations. (d) Prior to filing the Circular with applicable Governmental Authorities and printing and mailing the Circular to the Company Shareholders, the Company will: (i) provide the Purchaser and legal counsel to the Purchaser with a reasonable opportunity to review and comment on drafts of the Circular and other documents related thereto; and (ii) give reasonable consideration to such comments. (e) All information relating solely to the Purchaser included in the Circular shall: (i) be provided by the Purchaser in accordance with Section 2.5(c); and (ii) be in form and content satisfactory to the Purchaser, acting reasonably. (f) The Circular will include include: (i) a copy of the Company Board Fairness Opinion; (ii) a statement that the Company Board has unanimously determined (with only an interested director abstaining), that the Arrangement is: (A) fair to the Company Shareholders; and (B) in the best interests of the Company; (iii) the unanimous recommendation of the Unconflicted Company Board of Directors (with only an interested director abstaining) that Corporation the Company Shareholders vote in favour of the Arrangement Resolution.; (div) The Purchaser will furnish the rationale for that recommendation; and (v) a statement that each Director and Company Senior Management has signed a Support Agreement pursuant to which, and subject to the Corporation terms thereof, they have agreed to vote all such information regarding the Purchaser Parties as may be required Company Shares held by the Interim Order or applicable Laws or as may be reasonably required by the Corporation him in the preparation favour of the Circular and the Schedule 13E-3 for inclusion in the Circular and the Schedule 13E-3 and in any amendments or supplements to such documents or other documents related thereto; in particular, in order to assist the Corporation in calculating the paid-up capital of the common shares in the capital of the Corporation for purposes of the Tax Act, the Purchaser will furnish to the Corporation promptly following the date hereof the paid-up capital for purposes of the Tax Act of the common shares in the capital of the Corporation immediately prior to the merger completed on March 31, 2011 in accordance with the Agreement and Plan of Merger and Contribution, dated as of October 4, 2010, among Brookfield Homes Corporation, the Corporation, Brookfield Residential Acquisition Corp. and Brookfield Properties Corporation. The Purchaser shall ensure that no such information will contain any Misrepresentation. The Purchaser shall indemnify and save harmless the Corporation, its subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation, any subsidiary of the Corporation or any of their respective Representatives may be subject or may suffer, in any way caused by, or arising directly or indirectly, from or in consequence of (a) any Misrepresentation or alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) included in the Circular or Schedule 13E-3 that is provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3 and (b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental EntityArrangement Resolution, to the extent based on permitted by applicable Laws; (g) The Company and the Purchaser will each promptly notify the other if, at any Misrepresentation or any alleged Misrepresentation time before the Effective Date, it becomes aware (in any information related the case of the Company, only with respect to the Company and in the case of the Purchaser only with respect to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) and provided by the Purchaser or its Representatives for the purpose of inclusion in that the Circular or Schedule 13E-3. The Corporation hereby confirms that it is acting as agent on behalf of any other document referred to in Section 2.5(f): (i) contains any misrepresentation; or (ii) otherwise requires any amendment or supplement, and promptly deliver written notice to the individuals specified in this Section 2.4(d)other Party setting out full particulars thereof. (eh) The Company and the Purchaser will cooperate with each other in the preparation, filing and its advisors shall be given a reasonable opportunity to review and comment on the Circular and Schedule 13E-3, prior dissemination of any: (i) required supplement or amendment to the Circular being printed and mailed to or such other document, as the Corporation Securityholders and case may be; and (ii) related news release or other document necessary or desirable in connection therewith. (i) The Company shall keep the Circular and Schedule 13E-3 being filedPurchaser fully informed, and reasonable consideration shall be given to in a timely manner, of any requests or comments made by the Purchaser and its advisors, provided that all information relating solely to Canadian regulatory authorities and/or the Purchaser Parties included TSXV in connection with the Circular and Schedule 13E-3 shall be in form and substance satisfactory to Brookfield, acting reasonably. The Corporation shall provide the Purchaser with a final copy of the Circular prior to the mailing to the Corporation SecurityholdersCircular.