Brookfield Asset Management (BAM) SC 13D/A General Growth Properties, Inc.

Exhibit 35 

Joint Filing Agreement

THIS JOINT FILING AGREEMENT is entered into as of August 22, 2016, by and among the parties hereto. The undersigned hereby agree that the Statement on Schedule 13D with respect to the common stock, par value $0.01 per share (the “Common Stock”), of General Growth Properties, Inc., a Delaware corporation, and any amendment thereafter signed by each of the undersigned shall be (unless otherwise determined by the undersigned) filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Dated: August 22, 2016	BROOKFIELD ASSET MANAGEMENT INC.
	By:	/s/ Aleks Novakovic
		Name: Aleks Novakovic
		Title: Managing Partner
	By:	/s/ A.J. Silber
		Name: A.J. Silber
		Title: Vice President, Legal Affairs
Dated: August 22, 2016	PARTNERS LIMITED
	By:	/s/ Brian Lawson
		Name: Brian Lawson
		Title: President
Dated: August 22, 2016	BPG HOLDINGS GROUP INC.
	By:	/s/ Sujoy Gupta
		Name: Sujoy Gupta
		Title: Vice President
Dated: August 22, 2016	BPG HOLDINGS GROUP (US) HOLDINGS INC.
	By:	/s/ Sujoy Gupta
		Name: Sujoy Gupta
		Title: Vice President
Dated: August 22, 2016	Brookfield Asset Management Private Institutional Capital Adviser US, LLC
	By:	/s/ Murray Goldfarb
		Name: Murray Goldfarb
		Title: Managing Partner
	By:	/s/ Melissa Lang
		Name: Melissa Lang
		Title: Secretary
Dated: August 22, 2016	BROOKFIELD HOLDINGS CANADA INC.
	By:	/s/ A.J. Silber
		Name: A.J. Silber
		Title: Vice President
	By:	/s/ Aleks Novakovic
		Name: Aleks Novakovic
		Title: Vice President
Dated: August 22, 2016	BROOKFIELD PROPERTY PARTNERS LIMITED
	By:	/s/ Jane Sheere
		Name: Jane Sheere
		Title: Secretary
Dated: August 22, 2016	Brookfield Property PARTNERS LP
	By: Brookfield Property Partners Limited, its general partner
	By:	/s/ Jane Sheere
		Name: Jane Sheere
		Title: Secretary

Dated: August 22, 2016	Brookfield Property L.P.
	By: Brookfield Property Partners LP, its general partner
	By: Brookfield Property Partners Limited, its general partner
	By:	/s/ Jane Sheere
		Name: Jane Sheere
		Title: Secretary
Dated: August 22, 2016	BROOKFIELD BPY HOLDINGS INC.
	By:	/s/ Allen Yi
		Name: Allen Yi
		Title: Secretary
Dated: August 22, 2016	BROOKFIELD BPY RETAIL HOLDINGS I LLC
	By:	/s/ Jane Sheere
		Name: Jane Sheere
		Title: Secretary
Dated: August 22, 2016	Brookfield BPY Retail Holdings II LLC
	By:	/s/ Jane Sheere
		Name: Jane Sheere
		Title: Secretary
Dated: August 22, 2016	BPY Retail III LLC
	By:	/s/ Jane Sheere
		Name: Jane Sheere
		Title: Secretary
Dated: August 22, 2016	Brookfield Retail Holdings VII LLC
	By:	Brookfield Asset Management Private Institutional Capital Adviser US, LLC, its manager
	By:	/s/ Murray Goldfarb
		Name: Murray Goldfarb
		Title: Managing Partner
	By:	/s/ Melissa Lang
		Name: Melissa Lang
		Title: Secretary
Dated: August 22, 2016	BROOKFIELD RETAIL HOLDINGS WARRANTS LLC
	By:	Brookfield Asset Management Private Institutional Capital Adviser US, LLC, its managing member
	By:	/s/ Murray Goldfarb
		Name: Murray Goldfarb
		Title: Managing Partner
	By:	/s/ Melissa Lang
		Name: Melissa Lang
		Title: Secretary
Dated: August 22, 2016	BROOKFIELD BPY RETAIL HOLDINGS III LLC
	By:	/s/ Jane Sheere
		Name: Jane Sheere
		Title: Secretary

Dated: August 22, 2016	BPY RETAIL IV LLC
	By:	/s/ Jane Sheere
		Name: Jane Sheere
		Title: Secretary
Dated: August 22, 2016	BROOKFIELD RETAIL HOLDINGS II SUB II LLC
	By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC, its managing member
	By:	/s/ Murray Goldfarb
		Name: Murray Goldfarb
		Title: Managing Partner
	By:	/s/ Melissa Lang
		Name: Melissa Lang
		Title: Secretary
Dated: August 22, 2016	BROOKFIELD RETAIL HOLDINGS III SUB II LLC
	By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC, its managing member
	By:	/s/ Murray Goldfarb
		Name: Murray Goldfarb
		Title: Managing Partner
	By:	/s/ Melissa Lang
		Name: Melissa Lang
		Title: Secretary
Dated: August 22, 2016	BROOKFIELD RETAIL HOLDINGS IV-A SUB II LLC
	By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC, its managing member
	By:	/s/ Murray Goldfarb
		Name: Murray Goldfarb
		Title: Managing Partner
	By:	/s/ Melissa Lang
		Name: Melissa Lang
		Title: Secretary
Dated: August 22, 2016	BROOKFIELD RETAIL HOLDINGS IV-B SUB II LLC
	By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC, its managing member
	By:	/s/ Murray Goldfarb
		Name: Murray Goldfarb
		Title: Managing Partner
	By:	/s/ Melissa Lang
		Name: Melissa Lang
		Title: Secretary
Dated: August 22, 2016	BROOKFIELD RETAIL HOLDINGS IV-C SUB II LLC
	By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC, its managing member
	By:	/s/ Murray Goldfarb
		Name: Murray Goldfarb
		Title: Managing Partner
	By:	/s/ Melissa Lang
		Name: Melissa Lang
		Title: Secretary

Dated: August 22, 2016	BROOKFIELD RETAIL HOLDINGS IV-D SUB II LLC
	By: Brookfield Asset Management Private Institutional Capital Adviser US, LLC, its managing member
	By:	/s/ Murray Goldfarb
		Name: Murray Goldfarb
		Title: Managing Partner
	By:	/s/ Melissa Lang
		Name: Melissa Lang
		Title: Secretary
Dated: August 22, 2016	BW PURCHASER, LLC
	By:	/s/ Jane Sheere
		Name: Jane Sheere
		Title: Secretary
Dated: August 22, 2016	Brookfield US Holdings Inc.
	By:	/s/ A.J. Silber
		Name: A.J. Silber
		Title: Vice President
Dated: August 22, 2016	Brookfield US Corporation
	By:	/s/ Mark Srulowitz
		Name: Mark Srulowitz
		Title: President
Dated: August 22, 2016	BROOKFIELD BPY RETAIL HOLDINGS II SUBCO LLC
	By:	/s/ Jane Sheere
		Name: Jane Sheere
		Title: Secretary
Dated: August 22, 2016	NEW BROOKFIELD BPY RETAIL HOLDINGS II LLC
	By:	/s/ Jane Sheere
		Name: Jane Sheere
		Title: Secretary
Dated: August 22, 2016	BROOKFIELD OFFICE PROPERTIES INC.
	By:	/s/ Keith Hyde
		Name: Keith Hyde
		Title: Vice President, Taxation
Dated: August 22, 2016	1706065 ALBERTA ULC
	By:	/s/ Keith Hyde
		Name: Keith Hyde
		Title: Vice President, Taxation
Dated: August 22, 2016	BROOKFIELD HOLDING LIMITED LIABILITY COMPANY
	By:	/s/ László Csontos
		Name: Dr. László Csontos
		Title: Managing Director
	By:	/s/ Eamonn John O’Dea
		Name: Eamonn John O’Dea
		Title: Managing Director

Dated: August 22, 2016	BROOKFIELD PROPERTIES, INC.
	By:	/s/ Michelle L. Campbell
		Name: Michelle L. Campbell
		Title: Senior Vice President and Secretary
Dated: August 22, 2016	BOP (US) LLC
	By:	/s/ Michelle L. Campbell
		Name: Michelle L. Campbell
		Title: Senior Vice President and Secretary
Dated: August 22, 2016	BROOKFIELD PROPERTIES SUBCO LLC
	By:	/s/ Michelle L. Campbell
		Name: Michelle L. Campbell
		Title: Senior Vice President and Secretary
Dated: August 22, 2016	BROOKFIELD PROPERTY GROUP LLC
	By:	/s/ Murray Goldfarb
		Name: Murray Goldfarb
		Title: Managing Partner
Dated: August 22, 2016	BPY CANADA SUBHOLDINGS 1 ULC
	By:	/s/ Keith Hyde
		Name: Keith Hyde
		Title: Vice President, Taxation
Dated: August 22, 2016	BROOKFIELD PROPERTY SPLIT CORP.
	By:	/s/ Michelle L. Campbell
		Name: Michelle L. Campbell
		Title: Secretary