HOLDER'S ADDRESS SHOWN ON THE REGISTER OF THE COMPANY MAINTAINED BY THE
WARRANT AGENT AND TO THE COMPANY OR THE WARRANT AGENT AS FOLLOWS:
If to the Company, to:
General Growth Properties, Inc.
110 N. Wacker Drive
37
Chicago IL 60606
Attention: Ronald L. Gern, Esq.
Fax: 312-960-5485
with a copy to (which shall not constitute notice):
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
Attention:
Marcia L. Goldstein, Esq.
Frederick S. Green, Esq.
Gary T. Holtzer, Esq.
Malcolm E. Landau, Esq.
Facsimile: (212) 310-8007
If to the Warrant Agent, to:
[·]
or such other address as shall have been furnished to the party giving or making
such notice, demand or delivery.
(B)
ANY NOTICE REQUIRED TO BE GIVEN BY THE
COMPANY TO THE HOLDERS PURSUANT TO THIS AGREEMENT, SHALL BE MADE BY MAILING BY
REGISTERED MAIL, RETURN RECEIPT REQUESTED, TO THE HOLDERS AT THEIR RESPECTIVE
ADDRESSES SHOWN ON THE REGISTER OF THE COMPANY MAINTAINED BY THE WARRANT AGENT.
THE COMPANY HEREBY IRREVOCABLY AUTHORIZES THE WARRANT AGENT, IN THE NAME AND AT
THE EXPENSE OF THE COMPANY, TO MAIL ANY SUCH NOTICE UPON RECEIPT THEREOF FROM
THE COMPANY. ANY NOTICE THAT IS MAILED IN THE MANNER HEREIN PROVIDED SHALL BE
CONCLUSIVELY PRESUMED TO HAVE BEEN DULY GIVEN WHEN MAILED, WHETHER OR NOT THE
HOLDER RECEIVES THE NOTICE.
12.7
APPLICABLE LAW; JURISDICTION.
THIS AGREEMENT AND
EACH WARRANT ISSUED HEREUNDER AND ALL RIGHTS ARISING HEREUNDER SHALL BE GOVERNED
BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.
IN CONNECTION WITH ANY ACTION,
SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE WARRANTS,
THE PARTIES HERETO AND EACH HOLDER IRREVOCABLY SUBMIT TO (I) THE EXCLUSIVE
JURISDICTION OF THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF
NEW YORK UNTIL THE CHAPTER 11 CASES OF THE COMPANY AND ITS AFFILIATES ARE
CLOSED, AND (II) THE NONEXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT
LOCATED WITHIN THE COUNTY OF NEW YORK, STATE OF NEW YORK.
12.8
PERSONS BENEFITING.
THIS AGREEMENT SHALL BE
BINDING UPON AND INURE TO THE BENEFIT OF THE COMPANY AND THE WARRANT AGENT, AND
THEIR RESPECTIVE SUCCESSORS, ASSIGNS, BENEFICIARIES, EXECUTORS AND
ADMINISTRATORS, AND THE HOLDERS FROM TIME TO TIME OF THE WARRANTS.
THE HOLDERS
OF THE WARRANTS ARE EXPRESS THIRD PARTY BENEFICIARIES OF THIS AGREEMENT AND EACH
SUCH HOLDER OF WARRANTS IS HEREBY CONFERRED THE BENEFITS, RIGHTS AND REMEDIES
UNDER OR BY REASON OF THE PROVISIONS OF THIS AGREEMENT AS IF A SIGNATORY
HERETO.
NOTHING IN THIS AGREEMENT IS INTENDED OR SHALL BE CONSTRUED TO CONFER
UPON ANY PERSON, OTHER THAN THE COMPANY, THE WARRANT
38
AGENT AND THE HOLDERS OF THE WARRANTS, ANY RIGHT, REMEDY OR CLAIM UNDER OR BY
REASON OF THIS AGREEMENT OR ANY PART HEREOF.
12.9
RELATIONSHIP TO INVESTMENT AGREEMENT AND STOCK
PURCHASE AGREEMENTS.
THE WARRANTS ISSUED HEREUNDER HAVE BEEN FULLY PAID UPON
ISSUANCE AND SHALL REMAIN ISSUED, OUTSTANDING AND BINDING ON THE PARTIES IN
ACCORDANCE WITH THE TERMS HEREOF NOTWITHSTANDING ANY FAILURE OF THE TRANSACTIONS