Exhibit 10.8

 

ASSIGNMENT AGREEMENT

 

THIS ASSIGNMENT AGREEMENT (“Agreement”) is entered into as of January 3, 2014 by and between GGP, Inc., a Delaware corporation (“Assignor”) and GGP, LLC, a Delaware limited liability company (“Assignee”).

 

R E C I T A L S

 

WHEREAS, the board of directors and stockholders of Assignor and the sole member and manager of Assignee have determined that it is advisable that Assignor be merged with and into Assignee (the “Merger”);

 

WHEREAS, Assignor is the owner of the membership interests (“LLC Interests”) in the entity specified on Schedule A (the “LLC”);

 

WHEREAS, the LLC is governed by that certain document detailed on Schedule A (the “LLC Agreement”);

 

WHEREAS, Assignor is the owner of the partnership interests (“Partnership Interests”) in each of the entities specified on Schedule B (the “Partnerships”);

 

WHEREAS, the Partnerships are governed by those certain documents detailed on Schedule B (the “Partnership Agreements”);

 

WHEREAS, Assignor is the owner of the stockholder interests (“Stockholder Interests”) in each of the entities specified on Schedule D (the “Corporations”);

 

WHEREAS, the LLC Interest and Partnership Interests are hereinafter sometimes collectively referred to as the “Interests”; and

 

WHEREAS, this Agreement is being executed to evidence the conveyance and assignment of Assignor’s right, title and interest in and to the Interests, and Assignee’s assumption thereof, pursuant to the Merger.

 

NOW, THEREFORE, by virtue of the Merger, and intending to be legally bound thereby, for itself and its successors and assigns, the parties hereto agree and acknowledge as follows:

 

1.                                      Contribution and Assignment of Interests.  Pursuant to the Merger, Assignor hereby grants, transfers, assigns, conveys, delivers and distributes to Assignee, all of its right, title and interest in, to and under the Interests, including all capital and all rights to distributions with respect thereto, as provided in the LLC Agreement and the Partnership Agreements.

 

2.                                      Membership Admission.  Assignee hereby accepts the LLC Interests, and agrees that, as a substituted member of the LLC, it shall be bound by all of the terms, provisions and conditions of the LLC Agreement.

 

3.                                      Withdrawal of Member.  Assignor shall and does hereby withdraw as a member of the LLC and shall thereupon cease to have or exercise any right or power as a member of the LLC.

 











 

4.                                      Admission of Partner.  Assignee hereby accepts the Partnership Interests, and agrees that, as a substituted general partner of the Partnerships, it shall be bound by all of the terms, provisions and conditions of the Partnership Agreements.

 

5.                                      Withdrawal of Partner.  Assignor shall and does hereby withdraw as a general partner of the Partnerships and shall thereupon cease to have or exercise any right or power as a partner of the Partnerships.

 

6.                                      Amendments.  This Agreement shall constitute amendments of the LLC Agreement and the Partnership Agreements regarding the Interests which are being assigned herein, including without limitation the amendment of any schedule or list of members attached or prepared pursuant to the LLC Agreement or the Partnership Agreements, and no member, manager, officer, committee, or partner thereof shall be required to further amend or update any such schedule or list to reflect the assignment(s) contained herein regardless of any such requirements set forth in the LLC Agreement or the Partnership Agreements.

 

7.  Additional Understandings.  The parties covenant and agree, in connection with this Agreement, promptly to execute and deliver any additional documents and instruments and perform any additional acts that may be reasonably necessary or desirable to effectuate and perform more fully the provisions of this Agreement and the assumption provided for herein.

 

8.                                      Governing Law.  This Agreement shall be governed by and in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts of law thereof.

 

9.                                      Counterparts.  This Agreement may be executed in counterparts, each of which as so executed shall be deemed to be an original, but all of which together shall constitute one instrument.

 

10.                               Binding Effect.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

 

SIGNATURES ON FOLLOWING PAGE

 











 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

 

 

	
 
    	
ASSIGNOR:
    
	
 
    	
 
    
	
 
    	
GGP, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Stacie L. Herron
    
	
 
    	
 
    	
Stacie   L. Herron, Vice President
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
ASSIGNEE:
    
	
 
    	
 
    
	
 
    	
GGP,   LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Stacie L. Herron
    
	
 
    	
 
    	
Stacie   L. Herron, Vice President
    


 











 

CONSENT OF LIMITED PARTNER OF

GGP LIMITED PARTNERSHIP II

 

The undersigned being the limited partner of GGP Limited Partnership II, a Delaware limited partnership (the “Partnership”) does hereby consent to (i) the amendment of the Agreement of Limited Partnership of the Partnership dated November 9, 2010 (the “Partnership Agreement”) as set forth in this Agreement, pursuant to Section 12.7 of the Partnership Agreement, and (ii) the assignment of the general partnership interest in the Partnership as set forth in this Agreement, pursuant to Section 10.1 of the Partnership Agreement, and agrees that the assignee of such general partnership interest shall be admitted as a substitute general partner of the Partnership.

 

 

	
 
    	
GGP   REAL ESTATE HOLDING II, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Stacie L. Herron
    
	
 
    	
 
    	
Stacie   L. Herron, Vice President
    


 











 

SCHEDULE A

 

LLC INTERESTS

 

	
Entity Name/Jurisdiction
    	
 
    	
Interest
   Description
    	
 
    	
Membership
   Interest %
    	
 
    	
Governing Document
    
	
MOL   Holding Company, LLC, a Delaware limited liability company
    	
 
    	
100   units of limited liability company interest
    	
 
    	
100%
    	
 
    	
Operating   Agreement dated March 12, 2010
    


 











 

SCHEDULE B

 

PARTNERSHIP INTERESTS

 

	
Entity Name/Jurisdiction
    	
 
    	
Interest Description
    	
 
    	
Governing Document
    
	
GGP   Limited Partnership, a
   Delaware limited partnership
    	
 
    	
1%   general partnership/ common units



100%   Series I Preferred units
    	
 
    	
Third   Amended and Restated
   Limited Partnership Agreement
   dated November 9, 2010, as
   amended
    
	
GGP   Limited Partnership II, a
   Delaware limited partnership
    	
 
    	
2%   general partnership/ common interests



100%   preferred partnership interests
    	
 
    	
Agreement   of Limited Partnership dated November 9, 2010