Common use of Company Election to Replace Certain Shares; Company Election to Reserve and Repurchase Certain Shares Clause in Contracts

Company Election to Replace Certain Shares; Company Election to Reserve and Repurchase Certain Shares. (a) In the event that the Company has sold, or has binding commitments to sell on or prior to the Effective Date, Permitted Replacement Shares, the Company may elect by written notice to each Purchaser to reduce the Total Purchase Amount by all or any portion of the number of such Permitted Replacement Shares as the Company may determine in its discretion; provided, that the Total Purchase Amount shall not be less than 190,000,000. No election by the Company under this Section 1.4(a) shall be effective unless received by each Purchaser on or prior to the date that is 15 days before the commencement of the hearing to consider confirmation of the Plan. Any election by the Company under this Section 1.4(a) shall be binding and irrevocable. (b) If the Plan as presented for confirmation provides for the commencement on or within 45 days after the Effective Date of a broadly distributed public offering of New Common Stock, the Company may elect, by written notice to each Purchaser on or prior to the date that is 15 days before the commencement of the hearing to consider confirmation of the Plan, to specify a number of Shares to be purchased by the Purchasers at Closing as Shares to be subject to repurchase after Closing and/or subject to a put option pursuant to this Section 1.4(b) and/or Section 1.4(c), as applicable (the “Reserved Shares”); provided, that the excess of (i) its GGP Pro Rata Share of the Total Purchase Amount minus (ii) its Reserved Shares shall not be less than its GGP Pro Rata Share of 190,000,000. The first 35,000,000 of such Reserved Shares shall constitute “Put Shares” governed by Section 1.4(c). Any Reserved Shares in excess of 35,000,000 Shares shall constitute “Repurchase Shares”. With respect to any Repurchase Shares, the Company shall pay to each Purchaser in cash on the Effective Date an amount equal to $0.25 per Repurchase Share. Upon payment of such amount, the Company shall thereafter have the right to elect by written notice to each Purchaser (a “Repurchase Notice”) on or prior to the 40th day after the Effective Date (or, if not a Business Day, the next Business Day) to repurchase from each Purchaser a number of Shares equal to the lesser of such Purchaser’s Clawback Percentage of (x) the aggregate number of Permitted Replacement Shares (other than any Permitted Replacement Shares applied to reduce the Total Purchase Amount pursuant to Section 1.4(a)) sold by the Company prior to the 45th day after the Effective Date and (y) the sum of the initial number of Repurchase Shares under this Agreement and the initial number of Reserved Shares (as defined in the Fairholme Agreement) under the Fairholme Agreement. The purchase price for any Repurchase Shares shall be $10.00 per Share, payable in cash in immediately available funds against delivery of the Repurchase Shares on a settlement date determined by the Company and each Purchaser and not later than the date that is 45 days after the Effective Date. Any Repurchase Notice under this Section 1.4(b) shall, when taken together with this Agreement, constitute a binding offer and acceptance and be irrevocable. For the purposes of this Section 1.4, “Clawback Percentage” means, for each Purchaser under this Agreement and the Fairholme Agreement, the quotient (expressed as a percentage) of (a) the number of Clawback Shares such Purchaser is purchasing at Closing divided by (b) all the Clawback Shares purchased at Closing under this Agreement and the Fairholme Agreement. The aggregate Clawback Percentages shall at all times equal 100%.

Company Election to Replace Certain Shares; Company Election to Reserve and Repurchase Certain Shares. (a) In the event that the Company has sold, or has binding commitments to sell on or prior to the Effective Date, Permitted Replacement Shares, the Company may elect by written notice to each Purchaser to reduce the Total Purchase Amount by all or any portion of the number of such Permitted Replacement Shares as the Company may determine in its discretion; provided, that the Total Purchase Amount shall not be less than 190,000,000. No election by the Company under this Section 1.4(a) shall be effective unless received by each Purchaser on or prior to the date that is 15 days before the commencement of the hearing to consider confirmation of the Plan. Any election by the Company under this Section 1.4(a) shall be binding and irrevocable. (b) If the Plan as presented for confirmation provides for the commencement on or within 45 days after the Effective Date of a broadly distributed public offering of New Common Stock, the Company may elect, by written notice to each Purchaser on or prior to the date that is 15 days before the commencement of the hearing to consider confirmation of the PlanOctober 11, 2010, to specify a number of Shares to be purchased by the Purchasers at Closing as Shares to be subject to repurchase after Closing and/or subject to a put option pursuant to this Section 1.4(b) and/or Section 1.4(c), as applicable (the “Reserved Shares”); provided, that the excess of (i) its GGP Pro Rata Share of the Total Purchase Amount minus (ii) its Reserved Shares shall not be less than its GGP Pro Rata Share of 190,000,000. The first 35,000,000 of such Reserved Shares shall constitute “Put Shares” governed by Section 1.4(c). Any Reserved Shares in excess of 35,000,000 Shares shall constitute “Repurchase Shares”. With respect to any Repurchase Shares, the Company shall pay to each Purchaser in cash on the Effective Date an amount equal to $0.25 per Repurchase Share. Upon payment of such amount, the Company shall thereafter have the right to elect by written notice to each Purchaser (a “Repurchase Notice”) on or prior to the 40th day after the Effective Date (or, if not a Business Day, the next Business Day) to repurchase from each Purchaser a number of Shares equal to the lesser of such Purchaser’s Clawback Percentage of (x) the aggregate number of Permitted Replacement Shares (other than any Permitted Replacement Shares applied to reduce the Total Purchase Amount pursuant to Section 1.4(a)) sold by the Company prior to the 45th day after the Effective Date and (y) the sum of the initial number of Repurchase Shares under this Agreement and the initial number of Reserved Shares (as defined in the Fairholme Agreement) under the Fairholme Agreement. The purchase price for any Repurchase Shares shall be $10.00 per Share, payable in cash in immediately available funds against delivery of the Repurchase Shares on a settlement date determined by the Company and each Purchaser and not later than the date that is 45 days after the Effective Date. Any Repurchase Notice under this Section 1.4(b) shall, when taken together with this Agreement, constitute a binding offer and acceptance and be irrevocable. For the purposes of this Section 1.4, “Clawback Percentage” means, for each Purchaser under this Agreement and the Fairholme Agreement, the quotient (expressed as a percentage) of (a) the number of Clawback Shares such Purchaser is purchasing at Closing divided by (b) all the Clawback Shares purchased at Closing under this Agreement and the Fairholme Agreement. The aggregate Clawback Percentages shall at all times equal 100%.

Company Election to Replace Certain Shares; Company Election to Reserve and Repurchase Certain Shares. (a) In the event that the Company has sold, or has binding commitments to sell on or prior to the Effective Date, Permitted Replacement Shares, the Company may elect by written notice to each Purchaser to reduce the Total Purchase Amount by all or any portion of the number of such Permitted Replacement Shares as the Company may determine in its discretion; provided, that the Total Purchase Amount shall not be less than 190,000,000. No election by the Company under this Section 1.4(a) shall be effective unless received by each Purchaser on or prior to the date that is 15 days before the commencement of the hearing to consider confirmation of the Plan. Any election by the Company under this Section 1.4(a) shall be binding and irrevocable. (b) If the Plan as presented for confirmation provides for the commencement on or within 45 days after the Effective Date of a broadly distributed public offering of New Common Stock, the Company may elect, by written notice to each Purchaser on or prior to the date that is 15 days before the commencement of the hearing to consider confirmation of the PlanOctober 11, 2010, to specify a number of Shares to be purchased by the Purchasers at Closing as Shares to be subject to repurchase after Closing and/or subject to a put option pursuant to this Section 1.4(b) and/or Section 1.4(c), as applicable (the “Reserved Shares”); provided, that the excess of (i) its GGP Pro Rata Share of the Total Purchase Amount minus (ii) its Reserved Shares shall not be less than its GGP Pro Rata Share of 190,000,000. The first 35,000,000 of such If the Company elects to designate any Reserved Shares shall constitute “Put Shares” governed by Section 1.4(c). Any Reserved Shares in excess of 35,000,000 Shares shall constitute “Repurchase Shares”. With respect to any Repurchase Shares, the Company shall pay to each Purchaser in cash on the Effective Date an amount equal to $0.25 per Repurchase Reserved Share. Upon payment of such amount, the Company shall thereafter have the right to elect by written notice to each Purchaser (a “Repurchase Notice”) on or prior to the 40th day after the Effective Date (or, if not a Business Day, the next Business Day) to repurchase from each Purchaser a number of Shares equal to the lesser of such Purchaser’s Clawback Percentage of (x) the aggregate number of Permitted Replacement Shares (other than any Permitted Replacement Shares applied to reduce the Total Purchase Amount pursuant to Section 1.4(a)) sold by the Company prior to the 45th day after the Effective Date and (y) the sum of the initial number of Repurchase Reserved Shares under this Agreement and the initial number of Reserved Repurchase Shares (as defined in the Fairholme Pershing Agreement) under the Fairholme Pershing Agreement. The purchase price for any Repurchase Reserved Shares shall be $10.00 per Share, payable in cash in immediately available funds against delivery of the Repurchase Reserved Shares on a settlement date determined by the Company and each Purchaser and not later than the date that is 45 days after the Effective Date. Any Repurchase Notice under this Section 1.4(b) shall, when taken together with this Agreement, constitute a binding offer and acceptance and be irrevocable. For the purposes of this Section 1.4, “Clawback Percentage” means, for each Purchaser under this Agreement and the Fairholme Pershing Agreement, the quotient (expressed as a percentage) of (a) the number of Clawback Shares such Purchaser is purchasing at Closing divided by (b) all the Clawback Shares purchased at Closing under this Agreement and the Fairholme Pershing Agreement. The aggregate Clawback Percentages shall at all times equal 100%.

Company Election to Replace Certain Shares; Company Election to Reserve and Repurchase Certain Shares. (a) In the event that the Company has sold, or has binding commitments to sell on or prior to the Effective Date, Permitted Replacement Shares, the Company may elect by written notice to each Purchaser to reduce the Total Purchase Amount by all or any portion of the number of such Permitted Replacement Shares as the Company may determine in its discretion; provided, that the Total Purchase Amount shall not be less than 190,000,000. No election by the Company under this Section 1.4(a) shall be effective unless received by each Purchaser on or prior to the date that is 15 days before the commencement of the hearing to consider confirmation of the Plan. Any election by the Company under this Section 1.4(a) shall be binding and irrevocable. (b) If the Plan as presented for confirmation provides for the commencement on or within 45 days after the Effective Date of a broadly distributed public offering of New Common Stock, the Company may elect, by written notice to each Purchaser on or prior to the date that is 15 days before the commencement of the hearing to consider confirmation of the Plan, to specify a number of Shares to be purchased by the Purchasers at Closing as Shares to be subject to repurchase after Closing and/or subject to a put option pursuant to this Section 1.4(b) and/or Section 1.4(c), as applicable (the “Reserved Shares”); provided, that the excess of (i) its GGP Pro Rata Share of the Total Purchase Amount minus (ii) its Reserved Shares shall not be less than its GGP Pro Rata Share of 190,000,000. The first 35,000,000 of such If the Company elects to designate any Reserved Shares shall constitute “Put Shares” governed by Section 1.4(c). Any Reserved Shares in excess of 35,000,000 Shares shall constitute “Repurchase Shares”. With respect to any Repurchase Shares, the Company shall pay to each Purchaser in cash on the Effective Date an amount equal to $0.25 per Repurchase Reserved Share. Upon payment of such amount, the Company shall thereafter have the right to elect by written notice to each Purchaser (a “Repurchase Notice”) on or prior to the 40th day after the Effective Date (or, if not a Business Day, the next Business Day) to repurchase from each Purchaser a number of Shares equal to the lesser of such Purchaser’s Clawback Percentage of (x) the aggregate number of Permitted Replacement Shares (other than any Permitted Replacement Shares applied to reduce the Total Purchase Amount pursuant to Section 1.4(a)) sold by the Company prior to the 45th day after the Effective Date and (y) the sum of the initial number of Repurchase Reserved Shares under this Agreement and the initial number of Reserved Repurchase Shares (as defined in the Fairholme Pershing Agreement) under the Fairholme Pershing Agreement. The purchase price for any Repurchase Reserved Shares shall be $10.00 per Share, payable in cash in immediately available funds against delivery of the Repurchase Reserved Shares on a settlement date determined by the Company and each Purchaser and not later than the date that is 45 days after the Effective Date. Any Repurchase Notice under this Section 1.4(b) shall, when taken together with this Agreement, constitute a binding offer and acceptance and be irrevocable. For the purposes of this Section 1.4, “Clawback Percentage” means, for each Purchaser under this Agreement and the Fairholme Pershing Agreement, the quotient (expressed as a percentage) of (a) the number of Clawback Shares such Purchaser is purchasing at Closing divided by (b) all the Clawback Shares purchased at Closing under this Agreement and the Fairholme Pershing Agreement. The aggregate Clawback Percentages shall at all times equal 100%.

Company Election to Replace Certain Shares; Company Election to Reserve and Repurchase Certain Shares. (a) In the event that the Company has sold, or has binding commitments to sell on or prior to the Effective Date, Permitted Replacement Shares, the Company may elect by written notice to each Purchaser to reduce the Total Purchase Amount by all or any portion of the number of Shares purchased by Purchaser pursuant to Section 1.1(a) by such Permitted Replacement Shares number as the Company may determine in its discretion; provided, that the Total Purchase Amount number of Shares purchased by Purchaser pursuant to Section 1.1(a) shall not be less than 190,000,00024,390,244. No election by the Company under this Section 1.4(a) shall be effective unless received by each Purchaser on or at least five (5) Business Days prior to the date that is 15 days before the commencement of the hearing to consider confirmation of the PlanClosing. Any election by the Company under this Section 1.4(a) shall be binding and irrevocable. (b) If the Plan as presented for confirmation provides for the commencement on or within 45 days after the Effective Date of a broadly distributed public offering of New Common Stock, the The Company may elect, elect by written notice to each Purchaser on or at least five (5) Business Days prior to the date that is 15 days before the commencement of the hearing to consider confirmation of the Plan, Closing to specify a number of Shares to be purchased by the Purchasers Purchaser at Closing as Shares to be subject to repurchase after Closing and/or subject to a put option pursuant to this Section 1.4(b) and/or Section 1.4(c), as applicable (the “Reserved Shares”); provided, that the excess of Shares purchased by Purchaser pursuant to Section 1.1(a) (iafter taking into account any reduction pursuant to Section 1.4(a)) its GGP Pro Rata Share of minus the Total Purchase Amount minus (ii) its Reserved Shares shall not be less than its GGP Pro Rata Share of 190,000,00024,390,244. The first 35,000,000 of such Reserved Shares shall constitute “Put Shares” governed by Section 1.4(c). Any Reserved Shares in excess of 35,000,000 Shares shall constitute “Repurchase Shares”. With respect to any Repurchase Shares, If the Company shall pay elects to each Purchaser in cash on the Effective Date an amount equal to $0.25 per Repurchase Share. Upon payment of such amountdesignate any Reserved Shares, the Company shall thereafter have the right to elect by written notice to each Purchaser (a the “Repurchase Notice”) on or prior to the 40th 45th day after the Effective Date (or, if not a Business Day, the next Business Day) to repurchase (with proceeds from each the sale of Permitted Replacement Shares) from Purchaser a number of Shares equal up to the lesser of such Purchaser’s Clawback Percentage of (x) the aggregate number of Permitted Replacement Shares (other than any Permitted Replacement Shares applied to reduce the Total Purchase Amount pursuant to Section 1.4(a)) sold by the Company prior to the 45th day after the Effective Date and (y) the sum of the initial number of Repurchase Shares under this Agreement and the initial number of Reserved Shares (as defined in the Fairholme Agreement) under the Fairholme AgreementShares. The purchase price for any Repurchase repurchased Reserved Shares shall be $10.00 10.25 per Share, payable in cash in immediately available funds against delivery of the Repurchase repurchased Reserved Shares on a settlement date determined by the Company and each Purchaser and not later than the date that is 45 days after the Effective Date. Any Repurchase Notice under this Section 1.4(b) shall, when taken together with this Agreement, constitute a binding offer and acceptance and be irrevocable. For the purposes of this Section 1.4, “Clawback Percentage” means, for each Purchaser under this Agreement and the Fairholme Agreement, the quotient (expressed as a percentage) of (a) the number of Clawback Shares such Purchaser is purchasing at Closing divided by (b) all the Clawback Shares purchased at Closing under this Agreement and the Fairholme Agreement. The aggregate Clawback Percentages shall at all times equal 100%.