Common use of Purchase of New Common Stock Clause in Contracts

Purchase of New Common Stock. (a) On the terms and subject to the conditions set forth herein, at the Closing (as defined below), each Purchaser shall purchase from the Company, and the Company shall sell to such Purchaser, a number of shares of New Common Stock (the “Shares”) equal to its GGP Pro Rata Share of the Total Purchase Amount (as defined below) for a price per share equal to $10.00 (the “Per Share Purchase Price” and, in the aggregate, the “Purchase Price”); provided, that no Purchaser shall be obligated to purchase a number of Shares less than its GGP Pro Rata Share of 190,000,000, as determined pursuant to Section 1.4. At the Closing, the Purchasers shall cause the Purchase Price to be paid (i) first, to the extent that the Purchasers elect by written notice to the Company not less than three Business Days prior to the Closing Date, by the application of any claims against the Debtors that are held by the Purchasers and outstanding as of the Effective Date in an amount equal to the allowed amount (inclusive of prepetition and postpetition interest accrued up to and on the Effective Date at the applicable rate provided in the Plan), with each $10.00 in such amount of allowed claims so applied being in satisfaction of the obligation to pay $10.00 of the Purchase Price and (ii) second, by wire transfer of immediately available U.S. Dollar funds. For the avoidance of doubt, the Purchasers may elect which claims to apply in satisfaction of the Purchasers’ obligation to pay the Purchase Price for purposes of clause (i), and the application of such claims against the Purchase Price in accordance with clause (i) shall represent complete satisfaction of the Debtors’ obligations in respect of such allowed claims so applied. For the avoidance of doubt and as provided in the Plan, any application by the Purchaser of allowed claims in satisfaction of a portion of the Purchase Price shall be effected by causing the Debtor liable for such claims to make payment for such claims in accordance with the Plan and by directing the amounts so payable to be paid to the Company and applied in satisfaction of a portion of the Purchase Price. (b) The “Total Purchase Amount” will be 380,000,000, subject to reduction pursuant to Section 1.4. (c) All Shares shall be delivered with any and all issue, stamp, transfer or similar taxes or duties payable in connection with such delivery duly paid by the Company to the extent required under the Confirmation Order or applicable Law. (d) Each Purchaser, in its sole discretion, may assign its rights to receive Shares hereunder or designate that some or all of the Shares be issued in the name of, and delivered to, one or more of the other members of its Purchaser Group or any third party to whom the shares could be transferred immediately after Closing in accordance with Section 6.4, subject to (i) such action not causing any delay in the obtaining of, or significantly increasing the risk of not obtaining, any material authorizations, consents, orders, declarations or approvals necessary to consummate the transactions contemplated by this Agreement or otherwise delaying the consummation of such transactions, (ii) such Person shall be an “accredited investor” (within the meaning of Rule 501 of Regulation D under the Securities Act) and shall have agreed in writing with and for the benefit of the Company to be bound by the terms of this Agreement applicable to such Purchaser set forth in Section 6.4 and the applicable Non-Control Agreement, including the delivery of the letter certifying compliance with the representations and covenants set forth on Exhibit D to the extent applicable to such assignee or designee and (iii) such initial Purchaser not being relieved of any of its obligations under this Agreement ((i), (ii) and (iii) collectively, the “Designation Conditions”). Notwithstanding anything to the contrary in this Agreement, no Purchaser may assign its rights to receive or designate Shares to any Person (other than members of its Purchaser Group) if such assignment or designation would cause a failure of the closing condition in Section 7.1(u) of the Brookfield Agreement. (e) The obligations of each Purchaser hereunder shall be determined as follows: PSCM will deliver written notice to the Company on or before the 20th day following execution of this Agreement wherein PSCM will designate the “GGP Pro Rata Share” and the “GGO Pro Rata Share” for each Purchaser; provided that the aggregate GGP Pro Rata Share of the Purchasers shall equal the quotient of 1.0 divided by 3.5 and the aggregate GGO Pro Rata Share of the Purchasers shall equal 50%. If PSCM fails to make such allocations to Purchasers that are reasonably creditworthy in light of the allocation, each Purchaser (other than Pershing Square International, Ltd. and Pershing Square International V, Ltd.) will be bound jointly and severally hereby, and Pershing Square International Ltd. and Pershing Square International V, Ltd. shall unconditionally guarantee the performance hereunder of the other Purchasers.

Purchase of New Common Stock. (a) On the terms and subject to the conditions set forth herein, at the Closing (as defined below), each Purchaser shall purchase from the Company, and the Company shall sell to such Purchaser, a number of 250,000,000 shares of New Common Stock (the “Shares”) equal to its GGP Pro Rata Share of the Total Purchase Amount (as defined below) ), for a price per share equal to $10.00 (the “Per Share Purchase Price” and, in the aggregate, the “Purchase Price”); provided, that no Purchaser shall be obligated to purchase a number of Shares less than its GGP Pro Rata Share of 190,000,000, as determined pursuant to Section 1.4. At the Closing, the Purchasers Purchaser shall cause the Purchase Price to be paid (i) first, to the extent that the Purchasers elect Purchaser elects by written notice to the Company not less than three Business Days prior to the Closing Date, by the application of any claims against the Debtors that are held by the Purchasers Purchaser (or any Person that Purchaser may designate pursuant to Section 1.1(c) (a “Permitted Assign”)) and outstanding as of the Effective Date in an amount equal to the allowed amount (inclusive of prepetition and postpetition interest accrued up to and on the Effective Date at the applicable rate provided in the Plan), with each $10.00 in such amount of allowed claims so applied being in satisfaction of the obligation to pay $10.00 of the Purchase Price and (ii) second, by wire transfer of immediately available U.S. Dollar funds. For the avoidance of doubt, the Purchasers Purchaser may elect which claims to apply in satisfaction of the Purchasers’ Purchaser’s obligation to pay the Purchase Price for purposes of clause (i), and the application of such claims against the Purchase Price in accordance with clause (i) shall represent complete satisfaction of the Debtors’ obligations in respect of such allowed claims so applied. For the avoidance of doubt and as provided in the Plan, any application by the Purchaser or the applicable Permitted Assign of allowed claims in satisfaction of a portion of the Purchase Price shall be effected by causing the Debtor liable for such claims to make payment for such claims in accordance with the Plan and by directing the amounts so payable to be paid to the Company and applied in satisfaction of a portion of the Purchase Price. (b) The “Total Purchase Amount” will be 380,000,000, subject to reduction pursuant to Section 1.4. (c) All Shares shall be delivered with any and all issue, stamp, transfer or similar taxes or duties payable in connection with such delivery duly paid by the Company to the extent required under the Confirmation Order or applicable Law. (dc) Each Purchaser, in its sole discretion, may assign its rights to receive Shares hereunder or designate that some or all of the Shares be issued in the name of, and delivered to, one or more of the other members of its Purchaser Group or any third party to whom the shares could be transferred immediately after Closing in accordance with Section 6.4Brookfield Consortium Members, subject to (i) such action not causing any delay in the obtaining of, or significantly increasing the risk of not obtaining, any material authorizations, consents, orders, declarations or approvals necessary to consummate the transactions contemplated by this Agreement or otherwise delaying the consummation of such transactions, (ii) such Person shall be an “accredited investor” (within the meaning of Rule 501 of Regulation D under the Securities Act) and shall have agreed in writing with and for the benefit of the Company to be bound by the terms of this Agreement applicable to such Purchaser set forth in Section 6.4 of this Agreement and the applicable Non-Control Agreementtransfer restrictions set forth in the Plan, including the delivery of the letter certifying compliance with the representations and covenants set forth on Exhibit D to the extent applicable to such assignee or designee and (iii) such initial Purchaser not being relieved of any of its obligations under this Agreement ((i), (ii) and (iii) collectively, the “Designation Conditions”). Notwithstanding anything to the contrary in this Agreement, no Purchaser may assign its rights to receive or designate Shares to any Person (other than members of its Purchaser Group) if such assignment or designation would cause a failure of the closing condition in Section 7.1(u) of the Brookfield Agreement. (e) The obligations of each Purchaser hereunder shall be determined as follows: PSCM will deliver written notice to the Company on or before the 20th day following execution of this Agreement wherein PSCM will designate the “GGP Pro Rata Share” and the “GGO Pro Rata Share” for each Purchaser; provided that the aggregate GGP Pro Rata Share of the Purchasers shall equal the quotient of 1.0 divided by 3.5 and the aggregate GGO Pro Rata Share of the Purchasers shall equal 50%. If PSCM fails to make such allocations to Purchasers that are reasonably creditworthy in light of the allocation, each Purchaser (other than Pershing Square International, Ltd. and Pershing Square International V, Ltd.) will be bound jointly and severally hereby, and Pershing Square International Ltd. and Pershing Square International V, Ltd. shall unconditionally guarantee the performance hereunder of the other Purchasers.

Purchase of New Common Stock. (a) On the terms and subject to the conditions set forth herein, at the Closing (as defined below), each Purchaser shall purchase from the Company, and the Company shall sell to such Purchaser, a number of shares of New Common Stock (the “Shares”) equal to its GGP Pro Rata Share of the Total Purchase Amount (as defined below) for a price per share equal to $10.00 (the “Per Share Purchase Price” and, in the aggregate, the “Purchase Price”); provided, that no Purchaser shall be obligated to purchase a number of Shares less than its GGP Pro Rata Share of 190,000,000, as determined pursuant to Section 1.4. At the Closing, the Purchasers shall cause the Purchase Price to be paid (i) first, to the extent that the Purchasers elect by written notice to the Company not less than three Business Days prior to the Closing Date, by the application of any claims against the Debtors that are held by the Purchasers and outstanding as of the Effective Date in an amount equal to the allowed amount (inclusive of prepetition and postpetition interest accrued up to and on the Effective Date at the applicable rate provided in the Plan), with each $10.00 in such amount of allowed claims so applied being in satisfaction of the obligation to pay $10.00 of the Purchase Price and (ii) second, by wire transfer of immediately available U.S. Dollar funds. For the avoidance of doubt, the Purchasers may elect which claims to apply in satisfaction of the Purchasers’ obligation to pay the Purchase Price for purposes of clause (i), and the application of such claims against the Purchase Price in accordance with clause (i) shall represent complete satisfaction of the Debtors’ obligations in respect of such allowed claims so applied. For the avoidance of doubt and as provided in the Plan, any application by the Purchaser of allowed claims in satisfaction of a portion of the Purchase Price shall be effected by causing the Debtor liable for such claims to make payment for such claims in accordance with the Plan and by directing the amounts so payable to be paid to the Company and applied in satisfaction of a portion of the Purchase Price. (b) The “Total Purchase Amount” will be 380,000,000, subject to reduction pursuant to Section 1.4. (c) All Shares shall be delivered with any and all issue, stamp, transfer or similar taxes or duties payable in connection with such delivery duly paid by the Company to the extent required under the Confirmation Order or applicable Law. (d) Each Purchaser, in its sole discretion, may assign its rights to receive Shares hereunder or designate that some or all of the Shares be issued in the name of, and delivered to, one or more of the other members of its Purchaser Group or any third party to whom the shares could be transferred immediately after Closing in accordance with Section 6.4, subject to (i) such action not causing any delay in the obtaining of, or significantly increasing the risk of not obtaining, any material authorizations, consents, orders, declarations or approvals necessary to consummate the transactions contemplated by this Agreement or otherwise delaying the consummation of such transactions, (ii) such Person shall be an “accredited investor” (within the meaning of Rule 501 of Regulation D under the Securities Act) and shall have agreed in writing with and for the benefit of the Company to be bound by the terms of this Agreement applicable to such Purchaser set forth in Section 6.4 and the applicable Non-Control Agreement, if any, including the delivery of the letter certifying compliance with the representations and covenants set forth on Exhibit D to the extent applicable to such assignee or designee and (iii) such initial Purchaser not being relieved of any of its obligations under this Agreement ((i), (ii) and (iii) collectively, the “Designation Conditions”). Notwithstanding anything to the contrary in this Agreement, no Purchaser may assign its rights to receive or designate Shares to any Person (other than members of its Purchaser Group) if such assignment or designation would cause a failure of the closing condition in Section 7.1(u) of the Brookfield Agreement. (e) The obligations of each Purchaser hereunder shall be determined as follows: PSCM will deliver written notice to the Company on or before the 20th day following execution of this Agreement wherein PSCM will designate the “GGP Pro Rata Share” and the “GGO Pro Rata Share” for each Purchaser; provided that the aggregate GGP Pro Rata Share of the Purchasers shall equal the quotient of 1.0 divided by 3.5 and the aggregate GGO Pro Rata Share of the Purchasers shall equal 50%. If PSCM fails to make such allocations to Purchasers that are reasonably creditworthy in light of the allocation, each Purchaser (other than Pershing Square International, Ltd. and Pershing Square International V, Ltd.) will be bound jointly and severally hereby, and Pershing Square International Ltd. and Pershing Square International V, Ltd. shall unconditionally guarantee the performance hereunder of the other Purchasers.

Purchase of New Common Stock. (a) On the terms and subject to the conditions set forth herein, at the Closing (as defined below), each Purchaser shall purchase from the Company, and the Company shall sell to such Purchaser, a number of shares of New Common Stock (the “Shares”) equal to its GGP Pro Rata Share of the Total Purchase Amount (as defined below) for a price per share equal to $10.00 (the “Per Share Purchase Price” and, in the aggregate, the “Purchase Price”); provided, that no Purchaser shall be obligated to purchase a number of Shares less than its GGP Pro Rata Share of 190,000,000, as determined pursuant to Section 1.4. At the Closing, the Purchasers shall cause the Purchase Price to be paid (i) first, to the extent that the Purchasers elect by written notice to the Company not less than three Business Days prior to the Closing Date, by the application of any claims against the Debtors that are held by the Purchasers and outstanding as of the Effective Date in an amount equal to the allowed amount (inclusive of prepetition and postpetition interest accrued up to and on the Effective Date at the applicable rate provided in the Plan), with each $10.00 in such amount of allowed claims so applied being in satisfaction of the obligation to pay $10.00 of the Purchase Price and (ii) second, by wire transfer of immediately available U.S. Dollar funds. For the avoidance of doubt, the Purchasers may elect which claims to apply in satisfaction of the Purchasers’ obligation to pay the Purchase Price for purposes of clause (i), and the application of such claims against the Purchase Price in accordance with clause (i) shall represent complete satisfaction of the Debtors’ obligations in respect of such allowed claims so applied. For the avoidance of doubt and as provided in the Plan, any application by the Purchaser of allowed claims in satisfaction of a portion of the Purchase Price shall be effected by causing the Debtor liable for such claims to make payment for such claims in accordance with the Plan and by directing the amounts so payable to be paid to the Company and applied in satisfaction of a portion of the Purchase Price. (b) The “Total Purchase Amount” will be 380,000,000, subject to reduction pursuant to Section 1.4. (c) All Shares shall be delivered with any and all issue, stamp, transfer or similar taxes or duties payable in connection with such delivery duly paid by the Company to the extent required under the Confirmation Order or applicable Law. (d) Each Purchaser, in its sole discretion, may assign its rights to receive Shares hereunder or designate that some or all of the Shares be issued in the name of, and delivered to, one or more of the other members of its Purchaser Group or any third party to whom the shares could be transferred immediately after Closing in accordance with Section 6.4, subject to (i) such action not causing any delay in the obtaining of, or significantly increasing the risk of not obtaining, any material authorizations, consents, orders, declarations or approvals necessary to consummate the transactions contemplated by this Agreement or otherwise delaying the consummation of such transactions, (ii) such Person shall be an “accredited investor” (within the meaning of Rule 501 of Regulation D under the Securities Act) and shall have agreed in writing with and for the benefit of the Company to be bound by the terms of this Agreement applicable to such Purchaser set forth in Section 6.4 and the applicable Non-Control Agreement, including the delivery of the letter certifying compliance with the representations and covenants set forth on Exhibit D to the extent applicable to such assignee or designee and (iii) such initial Purchaser not being relieved of any of its obligations under this Agreement ((i), (ii) and (iii) collectively, the “Designation Conditions”). Notwithstanding anything to the contrary in this Agreement, no Purchaser may assign its rights to receive or designate Shares to any Person (other than members of its Purchaser Group) if such assignment or designation would cause a failure of the closing condition in Section 7.1(u) of the Brookfield Agreement. (e) The obligations of each Purchaser hereunder shall be determined as follows: PSCM will deliver written notice to the Company on or before the 20th day following execution of this Agreement wherein PSCM will designate the “GGP Pro Rata Share” and the “GGO Pro Rata Share” for each Purchaser; provided that the aggregate GGP Pro Rata Share of the Purchasers shall equal the quotient of 1.0 divided by 3.5 and the aggregate GGO Pro Rata Share of the Purchasers shall equal 50%. If PSCM fails to make such allocations to Purchasers that are reasonably creditworthy in light of the allocation, each Purchaser (other than Pershing Square International, Ltd. and Pershing Square International V, Ltd.) will be bound jointly and severally hereby, and Pershing Square International Ltd. and Pershing Square International V, Ltd. shall unconditionally guarantee the performance hereunder of the other Purchasers.