| (12) | Each of the Reporting Persons, as an indirect parent of BRH Warrants, Retail Mall, BW Purchaser, New GGP Warrants, New GGP Subco, BRH II Sub, BPH VII, BPY V, BPY I and New LLC I, may be deemed to have an indirect pecuniary interest in an indeterminate portion of the shares of Common Stock that are directly beneficially owned by BRH Warrants, Retail Mall, BW Purchaser, New GGP Warrants, New GGP Subco, BRH II Sub, BPH VII, BPY V, BPY I and New LLC I. In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock held by BRH Warrants, Retail Mall, BW Purchaser, New GGP Warrants, New GGP Subco, BRH II Sub, BPH VII, BRH V-B, BRH V-D, BPY V, BPY I and New LLC I is reported herein. Each of the Reporting Persons disclaims beneficial ownership of all shares of Common Stock that are beneficially owned by BRH Warrants, Retail Mall, BW Purchaser, New GGP Warrants, New GGP Subco, BRH II Sub, BPH VII, BPY V, BPY I and New LLC I, except to the extent of any indirect pecuniary interest therein. |