Demand Registration Rights. Except to the extent such any such filing may conflict with the Clear Market Obligations of the Company, the Purchaser has the right to make a demand for the Company to file a registration statement on Form S-3, or if Form S-3 is not available to the Company, on Form S-1, covering the resale by the Purchaser of all of the Registrable Securities under and in accordance with the provisions of the Securities Act. In addition to the above demand rights, at any time the Company is eligible to use Form S-3 with respect to the resale of the Registrable Securities, except to the extent such any such filing may conflict with the Clear Market Obligations of the Company, the Purchaser will have also the right to make up to an additional two (2) demands within any twelve (12) month period for the Company to file a registration statement on Form S-3 covering the resale by the Purchaser of all of the Registerable Securities, by written notice to the Company, signed by Purchaser (the “Demand Notice”) under and in accordance with the provisions of the Securities Act. The Company will use its commercially reasonable efforts to file the Demand Registration Statement within sixty (60) days of the receipt of the Demand Notice; provided, however, that, if the Demand Notice is given within the sixty (60) days after the end of a fiscal year of the Company, then the Company will use its reasonably commercial efforts to file the Demand Registration Statement within one hundred and twenty (120) days following such fiscal year end. The Company shall use its commercially reasonable efforts to cause the Demand Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof and to keep the Demand Registration Statement continuously effective under the Securities Act during the Effectiveness Period. A demand for registration shall not be deemed made for purposes of this [Section 4.2(a)] until such time as the applicable Demand Registration Statement has been declared effective by the Commission, unless the Purchaser withdraws its request for such registration and elects not to pay the registration expenses therefor, in which case the Purchaser will forfeit its right to one Demand Registration Statement pursuant to this [Section 4.2(a)].

Purchaser Demand Rights. On or after ​ and prior to ​, the BlackRock Purchaser (on behalf of itself and any other Holders) shall have the right to dispose of Registrable Securities under a Registration Statement pursuant to an Underwritten Offering if the BlackRock Purchaser reasonably expects (for itself and/or any other Holders) # gross proceeds of at least ​ from such Underwritten Offering or # gross proceeds of at least ​ from such Underwritten Offering and such Registrable Securities represent 100% of the then-outstanding Registrable Securities held by the BlackRock Purchaser and any applicable Selling Holder. The BlackRock Purchaser (on behalf of itself and any other Holders) shall exercise its demand registration right by delivering a written notice to the Partnership specifying that # it is exercising a demand registration right, # the name of each Selling Holder, and # the amount of Registrable Securities to be included in the Underwritten Offering. Promptly upon receipt of the written notice, the Partnership shall enter into an underwriting agreement in a form that is customary in Underwritten Offerings of securities by the Partnership with the Managing Underwriter or Underwriters selected by the Partnership, which shall include, among other provisions, indemnities to the effect and to the extent provided in [Section 2.08], and shall take all such other reasonable actions as are requested by the Managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities; provided, however, the BlackRock Purchaser shall have the right (on behalf of itself and the other Holders) to exercise the demand registration rights set forth in this [Section 2.03] not more than three times (and not more frequently than once in any twelve-month period), and only in the event that either the Partnership has not conducted an Underwritten Offering of Common Units in the preceding twelve-month period in which the BlackRock Purchaser (on behalf of itself or other Holders) was eligible to exercise piggyback registration rights pursuant to [Section 2.02] or, if the Partnership has conducted such an Underwritten Offering, the BlackRock Purchaser (on behalf of itself or other Holders) has been reduced in the amount of Registerable Securities included in such offering pursuant to [Section 2.02(b)] by 25% or more of the Included Registrable Securities; provided, further, the aggregate amount of Registerable Securities that may be included in an Underwritten Offering pursuant to a demand registration right exercised pursuant to this [Section 2.03] shall not exceed one-third of aggregate number of Registrable Securities outstanding as of the latest Closing Date (or such larger number of Registrable Securities to the extent consented to by the Partnership in its sole and absolute discretion); provided, further, that if the Partnership or any of their respective Affiliates # is conducting or actively pursuing a merger, acquisition or disposition transaction with a third party, # is conducting or actively pursuing a securities offering of the Partnership’s Common Units with anticipated gross offering proceeds of at least ​ (other than in connection with any at-the-market offering or similar continuous offering program), or # is in possession of material nonpublic information affecting the Common Units that the Partnership has determined, in the best interests of the Partnership, should not be publicly disclosed at that time, then the Partnership may suspend the BlackRock Purchaser’s right to require the Partnership to conduct an Underwritten Offering on the BlackRock Purchaser’s and such Selling Holder’s behalf pursuant to this [Section 2.03]; provided, however, that the Partnership may only suspend such demand registration right to require the Partnership to conduct an Underwritten Offering pursuant to this [Section 2.03] once in any six-month period and in no event for a period that exceeds an aggregate of 90 days in any 180-day period or 120 days in any 365-day period.

Demand Waiver. Each Co-Borrower waives demand, notice of default or dishonor, notice of payment and nonpayment, notice of any default, nonpayment at maturity, release, compromise, settlement, extension, or renewal of accounts, documents, instruments, chattel paper, and guarantees held by Bank on which such Co-Borrower is liable.

If at any time during the Eligible Period the Stockholder requests in writing (the “Stockholder Demand”) that the Company file a registration statement on Form S-1 (or any successor form to Form S-1) for a public offering of shares of the Registrable Shares of all the Stockholders of the Company and shall, subject to [Section 4.1], file such Registration Statement with the SEC as soon as practical after its receipt of such request. The Company shall use commercially reasonable efforts to cause such Registration Statement to be declared effective as soon thereafter as practicable and keep such Registration Statement effective until all the Stockholders, excluding any officers or directors, notify the Company in writing that the Company is no longer required to keep such Registration Statement effective.

Loan Demand. The Lender has the right to demand repayment plus interest rate with 90 day notice.

At any time while a Registration Statement is effective, any Notice Holder or group of Notice Holders holding a majority of the Registrable Securities then outstanding may make written requests (each, an “Underwritten Offering Demand Request”) to the Company for Underwritten Offerings (each, a “Demand Underwritten Offering”) of Registrable Securities included in such Registration Statement. Any Underwritten Offering Demand Request will specify # the names of the requesting Notice Holders and number of Registrable Securities proposed to be registered on behalf of each such Notice Holder, # the desired Offering Launch Date for the Demand Underwritten Offering, which shall not be less than ten (10) (nor more than twenty (20)) Business Days following the date on which the Underwritten Offering Demand Request is provided to the Company and # a single Person (the “Demand Offering Representative”) appointed by Notice Holders of a majority of the Registrable Securities proposed, in the Underwritten Offering Demand Request, to be registered who shall serve as the representative of the Notice Holders with respect to the Demand Underwritten Offering. Notwithstanding the foregoing:

Transportation Demand Management Plan. Tenant shall participate in the Transportation Management Association (“TMA”) responsible for implementing and administering the Transportation Demand Management Plan (“TDMP”) for the Project and shall cooperate with Landlord and comply with those elements of the TDMP that are applicable to the Building or to Tenant’s occupancy and use of the Premises. Tenant acknowledges that Operating Expenses shall include expenses and assessments related to the TMA and TDMP. Neither this Paragraph nor any other provision of this Lease is intended to or shall create any rights or benefits in any other person, firm, company, governmental entity or the public.

The ​ hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights.

Rights and Remedies Upon Default. Upon the occurrence of any Event of Default, the ​ without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law) to or upon the ​, any Subsidiary or any other person (all and each of which demands, presentments, protests, advertisements and notices are hereby waived), may exercise all rights and remedies under the ​’s or its Subsidiaries’ agreements with the ​ or its Affiliates, applicable law, in equity or otherwise and may declare all or any part of any Obligations not payable on demand to be immediately due and payable without demand or notice of any kind and terminate any obligation it may have to grant any additional loan, credit or other financial accommodation to the ​ or any Subsidiary. All or any part of any Obligations whether or not payable on demand, shall be immediately due and payable automatically upon the occurrence of an Event of Default in sub-paragraph # above. The provisions hereof are not intended in any way to affect any rights of the ​ with respect to any Obligations which may now or hereafter be payable on demand.

Presentment or other demand for payment, notice of dishonor and protest are hereby expressly waived. No failure to exercise, and no delay in exercising any rights hereunder on the part of the holder hereof shall operate as a waiver of any such rights.

Rights and Remedies. Upon the occurrence and during the continuance of an Event of Default, Bank may, without notice or demand, do any or all of the following:

The NRC shall not exercise rights under this [Article 7.2] before the second anniversary of the Effective Date, but the NRC’s demand for justification can be made earlier.

from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights.

To the extent that any payment is made under this guaranty (a “Guarantor Payment”) by a Guarantor, which Guarantor Payment, taking into account all other Guarantor Payments then previously or concurrently made by all other ​, exceeds the amount which such Guarantor would otherwise have paid if each Guarantor had paid the aggregate Obligations satisfied by such Guarantor Payment in the same proportion that such Guarantor’s Allocable Amount (as defined below) (in effect immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of all of ​ in effect immediately prior to the making of such Guarantor Payment, then, following the date on which the Obligations shall be paid and satisfied in full and each Guarantor shall have performed all of its obligations hereunder, such Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each of the other ​ for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

Purchase Rights. If, at any time when any Notes are issued and outstanding, the Borrower issues any convertible securities or rights to purchase stock, warrants, securities or other property (the “Purchase Rights”) pro rata to the record holders of any class of Common Stock, then the Holder of this Note will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such Holder could have acquired if such Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without regard to any limitations on conversion contained herein) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

Dividend Rights. The holders of Class A Stock, Class B Stock, Class C Stock and Common Stock shall be entitled to receive dividends from the Corporation as follows:

Upon any liquidation, dissolution, or winding up of the Corporation or GGP OP, whether voluntary or involuntary (a “Liquidation Event”), in each case, that is not a Market Capitalization Liquidation Event (as defined below) or substantially concurrent with the liquidation, dissolution, or winding up of BPY, whether voluntary or involuntary (a “BPY Liquidation Event”), subject to the prior rights of holders of all classes and series of Preferred Stock at the time outstanding having prior rights upon liquidation and after payment in full to any Tendering Class A Shareholder that has not received with respect to any Tendered Class A Share # at or prior to ​, New York City time, or the Close of Business, as applicable, on the Specified Exchange Date, the amount to which such Tendering Class A Shareholder is entitled pursuant to [[subsection C(3), or (ii)])]])] at or prior to ​ New York City time, or the Close of Business, as applicable, on the applicable Secondary Exchange Date, the Secondary Exchange Amount, but before any dividend or other distribution, transfer or payment (payable in securities, cash, assets, property or Capital Stock of the Corporation or otherwise) shall be made to the holders of the Class B Stock, Class C Stock or any Common Stock, the holders of Class A Stock