Common use of Maturity, Redemption and Preemptive Rights Clause in Contracts

Maturity, Redemption and Preemptive Rights. The Series L Preferred Units have no maturity date and the Partnership shall not be required to redeem the Series L Preferred Units at any time. No holders of the Series L Preferred Units shall, as holders of Series L Preferred Units, have any preemptive rights to purchase or subscribe for Units or any other security of the Partnership. EXHIBIT X Notice of Election by Partner to Convert LTIP Units or Common Units into Series K Preferred Units The undersigned holder of LTIP Units (or Common Units into which LTIP Units were converted) hereby irrevocably elects to convert the number of Vested LTIP Units (or Common Units) in GGP Operating Partnership, LP (the “Partnership”) set forth below into Series K Preferred Units in accordance with the terms of the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, as amended. The undersigned hereby represents, warrants, and certifies that the undersigned: (a) has title to such LTIP Units (or Common Units), free and clear of the rights or interests of any other Person other than the Partnership; (b) has the full right, power, and authority to cause the conversion of such LTIP Units (or Common Units) as provided herein; and (c) has obtained the consent or approval of all persons or entities, if any, having the right to consent or approve such conversion. In accordance with the terms of the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, as amended, the holder of LTIP Units (or Common Units) being converted is obligated, in the event any state or local property transfer tax is payable as a result of such conversion, to assume and pay such transfer tax. Name of Holder: Number of AO LTIP Units to be Converted: Number of FV LTIP Units to be Converted: Number of Common Units to be Converted: (Signature of Holder: Sign Exact Name as Registered with Partnership) (Street Address) (City) (State) (Zip Code) EXHIBIT Y Notice of Election by Partnership to Force Conversion of LTIP Units into Series K Preferred Units GGP Operating Partnership, LP (the “Partnership”) hereby irrevocably elects to cause the number of LTIP Units held by the holder of LTIP Units set forth below to be converted into Series K Preferred Units in accordance with the terms of the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, as amended. To the extent that LTIP Units held by the holder are not free and clear of all liens, claims and encumbrances, or should any such liens, claims and/or encumbrances exist or arise with respect to such LTIP Units, the Series K Preferred Units into which such LTIP Units are converted shall continue to be subject thereto. In accordance with the terms of the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, as amended, the holder of Series K Preferred Units being converted is obligated, in the event any state or local property transfer tax is payable as a result of such conversion, to assume and pay such transfer tax. Name of Holder: Number of AO LTIP Units to be Converted: Number of FV LTIP Units to be Converted: Conversion Date: EXHIBIT Z

Maturity, Redemption and Preemptive Rights. The Series L Preferred Units have no maturity date and the Partnership shall not be required to redeem the Series L Preferred Units at any time. No holders of the Series L Preferred Units shall, as holders of Series L Preferred Units, have any preemptive rights to purchase or subscribe for Units or any other security of the Partnership. EXHIBIT X Notice of Election by Partner to Convert LTIP Units or Common Units into Series K Preferred Units The undersigned holder of LTIP Units (or Common Units into which LTIP Units were converted) hereby irrevocably elects to convert the number of Vested LTIP Units (or Common Units) in GGP Operating PartnershipBPR OP, LP (the “Partnership”) set forth below into Series K Preferred Units in accordance with the terms of the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, as amended. The undersigned hereby represents, warrants, and certifies that the undersigned: (a) has title to such LTIP Units (or Common Units), free and clear of the rights or interests of any other Person other than the Partnership; (b) has the full right, power, and authority to cause the conversion of such LTIP Units (or Common Units) as provided herein; and (c) has obtained the consent or approval of all persons or entities, if any, having the right to consent or approve such conversion. In accordance with the terms of the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, as amended, the holder of LTIP Units (or Common Units) being converted is obligated, in the event any state or local property transfer tax is payable as a result of such conversion, to assume and pay such transfer tax. Name of Holder: Number of AO LTIP Units to be Converted: Number of FV LTIP Units to be Converted: Number of Common Units to be Converted: (Signature of Holder: Sign Exact Name as Registered with Partnership) (Street Address) (City) (State) (Zip Code) EXHIBIT Y Notice of Election by Partnership to Force Conversion of LTIP Units into Series K Preferred Units GGP Operating PartnershipBPR OP, LP (the “Partnership”) hereby irrevocably elects to cause the number of LTIP Units held by the holder of LTIP Units set forth below to be converted into Series K Preferred Units in accordance with the terms of the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, as amended. To the extent that LTIP Units held by the holder are not free and clear of all liens, claims and encumbrances, or should any such liens, claims and/or encumbrances exist or arise with respect to such LTIP Units, the Series K Preferred Units into which such LTIP Units are converted shall continue to be subject thereto. In accordance with the terms of the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, as amended, the holder of Series K Preferred Units being converted is obligated, in the event any state or local property transfer tax is payable as a result of such conversion, to assume and pay such transfer tax. Name of Holder: Number of AO LTIP Units to be Converted: Number of FV LTIP Units to be Converted: Conversion Date: EXHIBIT Z

Maturity, Redemption and Preemptive Rights. The Series L Preferred Units have no maturity date and the Partnership shall not be required to redeem the Series L Preferred Units at any time. No holders of the Series L Preferred Units shall, as holders of Series L Preferred Units, have any preemptive rights to purchase or subscribe for Units or any other security of the Partnership. EXHIBIT X Notice of Election by Partner to Convert LTIP Units or Common Units into Series K Preferred Units The undersigned holder of LTIP Units (or Common Units into which LTIP Units were converted) hereby irrevocably elects to convert the number of Vested LTIP Units (or Common Units) in GGP Operating PartnershipBPR OP, LP (the “Partnership”) set forth below into Series K Preferred Units in accordance with the terms of the Fifth Sixth Amended and Restated Agreement of Limited Partnership of the Partnership, as amended. The undersigned hereby represents, warrants, and certifies that the undersigned: (a) has title to such LTIP Units (or Common Units), free and clear of the rights or interests of any other Person other than the Partnership; (b) has the full right, power, and authority to cause the conversion of such LTIP Units (or Common Units) as provided herein; and (c) has obtained the consent or approval of all persons or entities, if any, having the right to consent or approve such conversion. In accordance with the terms of the Fifth Sixth Amended and Restated Agreement of Limited Partnership of the Partnership, as amended, the holder of LTIP Units (or Common Units) being converted is obligated, in the event any state or local property transfer tax is payable as a result of such conversion, to assume and pay such transfer tax. Name of Holder: Number of AO LTIP Units to be Converted: Number of FV LTIP Units to be Converted: Number of Common Units to be Converted: (Signature of Holder: Sign Exact Name as Registered with Partnership) (Street Address) (City) (State) (Zip Code) EXHIBIT Y Notice of Election by Partnership to Force Conversion of LTIP Units into Series K Preferred Units GGP Operating PartnershipBPR OP, LP (the “Partnership”) hereby irrevocably elects to cause the number of LTIP Units held by the holder of LTIP Units set forth below to be converted into Series K Preferred Units in accordance with the terms of the Fifth Sixth Amended and Restated Agreement of Limited Partnership of the Partnership, as amended. To the extent that LTIP Units held by the holder are not free and clear of all liens, claims and encumbrances, or should any such liens, claims and/or encumbrances exist or arise with respect to such LTIP Units, the Series K Preferred Units into which such LTIP Units are converted shall continue to be subject thereto. In accordance with the terms of the Fifth Sixth Amended and Restated Agreement of Limited Partnership of the Partnership, as amended, the holder of Series K Preferred Units being converted is obligated, in the event any state or local property transfer tax is payable as a result of such conversion, to assume and pay such transfer tax. Name of Holder: Number of AO LTIP Units to be Converted: Number of FV LTIP Units to be Converted: Conversion Date: EXHIBIT Z