WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 Marcia L. Goldstein Gary T. Holtzer Adam P. Strochak Stephen A. Youngman ( pro hac vice pending ) Sylvia A. Mayer ( pro hac vice pending )

Proposed Attorneys for Debtors and Debtors in Possession

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------x : In re : Chapter 11 Case No. : GENERAL GROWTH : 09 - ______( ) PROPERTIES, INC., et al. , : : (Joint Administration Requested) Debtors. : ------x

DEBTORS’ APPLICATION PURSUANT TO SECTIONS 327(a) AND 328(a) OF THE BANKRUPTCY CODE AND RULE 2014(a) OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE FOR AUTHORIZATION TO EMPLOY AND RETAIN WEIL, GOTSHAL & MANGES LLP AS ATTORNEYS FOR THE DEBTORS NUNC PRO TUNC TO THE COMMENCEMENT DATE

TO THE HONORABLE UNITED STATES BANKRUPTCY JUDGE:

South Street Seaport Limited Partnership, its ultimate parent, General Growth

Properties, Inc. (“ GGP ”), and their debtor affiliates, as debtors and debtors in possession

(collectively, “ General Growth ” or the “ Debtors ”), 1 submit this application (the

“Application ”) and respectfully represent as follows:

1 A list of the Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, is attached hereto as Exhibit “A” .

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I.

BACKGROUND

1. Commencing on April 16, 2009 (the “ Commencement Date ”) and continuing thereafter, the Debtors each commenced a voluntary case under chapter 11 of title 11 of the United States Code (the “ Bankruptcy Code ”). The Debtors are authorized to operate their business and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. Contemporaneously herewith, the Debtors filed a motion seeking joint administration of their chapter 11 cases pursuant to Rule 1015(b) of the Federal

Rules of Bankruptcy Procedure (the “ Bankruptcy Rules ”).

II.

THE DEBTORS’ BUSINESS

2. GGP is a publicly-traded real estate investment trust (“ REIT ”) headquartered in Chicago, Illinois. GGP, along with its approximately 750 wholly owned

Debtor and non-Debtor subsidiaries and affiliates (collectively, the “ GGP Group ”), 2 comprise one of the largest shopping center REITs in the United States, measured by the number of shopping centers it owns and manages. GGP is the general partner of GGP Limited Partnership

(“ GGP LP ”), which is the entity through which substantially all of the GGP Group’s business is conducted. GGP LP, in turn, owns or controls, directly or indirectly, GGPLP, L.L.C., The Rouse

Company LP (“ TRCLP ”), and General Growth Management, Inc. (“ GGMI ”). GGMI is a non-

Debtor affiliate that provides management and other services to the GGP Group, to certain joint ventures of the GGP Group, and to third parties in which the GGP Group does not hold an ownership interest.

2 GGP owns 96% of GGP LP, and outside parties hold the remaining 4%. Consequently, while the Debtors refer to subsidiaries owned directly or indirectly by GGP and GGP LP as “wholly owned,” a small percentage of GGP LP actually is held by outside parties.

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3. The GGP Group operates its business on an integrated basis with centralized administration, leasing and management functions that enable the GGP Group to achieve operating efficiencies and revenue enhancement benefiting the overall enterprise. The

Debtors include various wholly owned holding companies and project level operating companies. The non-Debtor subsidiaries and affiliates similarly include various holding companies, management companies, and project level operating companies, as well as all of the joint venture operations.

4. For purposes of public financial reporting, GGP divides its operations into two business segments: (i) Retail and Other, which includes the operation, development and management of shopping centers, office buildings, and other commercial properties, and is the

GGP Group’s primary business; and (ii) Master Planned Communities, which includes the development and sale of land, primarily in large-scale, long-term community development projects. The net operating income (“ NOI ”) for GGP’s Retail and Other segment was $2.59 billion in 2008, a 4.5 percent increase over 2007. The NOI for the substantially smaller Master

Planned Communities decreased from prior years and was approximately $29 million in 2008.

A. Retail and Other

5. The GGP Group owns a portfolio of more than 200 regional shopping centers located in major and middle markets throughout 44 states, including joint venture interests in approximately 48 shopping centers. The GGP Group also owns non-controlling interests in two international joint ventures that own shopping centers in Brazil and Turkey. The shopping centers in which the GGP Group has an ownership interest, or for which it has management responsibility, have approximately 200 million square feet of space and contain over 24,000 retail stores, department stores, restaurants, and other amenities.

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6. The primary source of revenue for the Retail and Other segment is tenant rent. The GGP Group’s retail leases generally include both a base rent component and a charge for the tenant’s share of expenses associated with the operation of the applicable shopping center, such as real estate taxes, utilities, insurance, maintenance costs, security costs, and other general operating expenses. Many of the retail leases also contain scheduled increases during the term of the lease and an overage rent provision under which the tenant may be required to pay additional rent based upon its annual sales. With respect to shopping center properties owned by, or in joint ventures with, third parties, the GGP Group generally conducts its property management activities through GGMI. Consequently, in addition to its rental income, the GGP

Group’s Retail and Other segment also reports revenue earned from such property management services, as well as from strategic partnerships, advertising, sponsorship, vending machines, parking services, and the sale of gift cards.

B. Master Planned Communities

7. In addition to its core shopping center business, the GGP Group also owns and develops large-scale, long-term master planned communities. GGP Group has five master planned communities located in and around Columbia, Maryland; Summerlin, Nevada; and

Houston, Texas. These communities contain approximately 18,500 saleable acres of land. They feature residential, retail, office and mixed-use components as well as schools, civic spaces and other amenities including parks, lakes, golf courses, and wilderness trails. The master planned community segment’s revenue is generated primarily from the sale of improved land to homebuilders and commercial developers.

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C. Financials

8. As of December 31, 2008, the GGP Group as a whole reported approximately $29.6 billion in total assets and approximately $27.3 billion in total liabilities

(including the GGP Group’s proportionate share of joint venture indebtedness). Of the $27.3 billion in total liabilities, $24.85 billion represents the aggregate consolidated outstanding indebtedness of consolidated entities, which includes $6.58 billion in unsecured, recourse indebtedness and $18.27 billion in debt secured by properties. For 2008, the GGP Group reported consolidated revenue of approximately $3.4 billion and net cash from operating activities of $555.6 million. The GGP Group employs approximately 3,700 people. Additional information regarding the Debtors’ business, capital structure, and the circumstances leading to these chapter 11 cases is contained in certain declarations filed concurrently herewith

(collectively, the “ Declarations”).

III.

JURISDICTION

9. This Court has subject matter jurisdiction to consider and determine this matter pursuant to 28 U.S.C. § 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b).

Venue is proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409.

IV.

BASIS FOR RELIEF REQUESTED

A. The Retention of WG&M

10. The Debtors have been informed that Marcia L. Goldstein and Gary T.

Holtzer, members of WG&M, as well as other members of, counsel to, and associates of WG&M who will be employed in these chapter 11 cases, are members in good standing of, among others,

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the Bar of the State of New York and the United States District Court for the Southern District of

New York.

11. The Debtors have selected WG&M as their attorneys because of the firm’s recognized expertise in the field of debtor’s protections, creditors’ rights, and business reorganizations under chapter 11 of the Bankruptcy Code as well as WG&M’s extensive knowledge of the Debtors’ business and financial affairs. Specifically, over the last several decades, WG&M has been actively involved in many major chapter 11 cases. WG&M currently represents or has represented the following debtors: I & II, P.A. Bergner & Co. Holding

Company; Adelphia Business Solutions, Inc.; Agway, Inc.; AI Realty Marketing of New York,

Inc.; Ames Department Stores, Inc.; APW Ltd.; Armstrong World Industries, Inc.; Atkins

Nutritionals, Inc.; Best Products Co., Inc.; Bethlehem Steel Corporation; Bruno’s, Inc.; Carmike

Cinemas, Inc.; Charys Holding Co., Inc. and Crochet & Borel Services, Inc.; Consolidated

Hydro, Inc.; DIMAC Marketing Corporation; Eastern Air Lines, Inc.; Edison Brothers Stores,

Inc. I & II; Enron Corp.; Footstar, Inc.; Formica Corp.; G. Heileman Brewing Company, Inc.;

Genesis Health Services Corp.; Global Crossing Ltd.; Grand Union Corporation; Kasper A.S.L.,

Ltd.; LandSource Communities Development, LLC; Lehman Brothers Holdings, Inc.; Lenox

Sales, Inc.; Lexington Precision Corp.; Loral Space & Communications Ltd.; New World Pasta

Company; Olympia & York Development Limited; Parmalat USA Corp.; Pergament Home

Centers, Inc.; Pilgrim’s Pride Corporation; PRC, LLC; R.H. Macy & Co., Inc.; Regal Cinemas,

Inc.; Republic Engineered Product Holdings; Republic Technologies International, LLC;

Rhythms NetConnections Inc.; SemCrude, L.P.; Silicon Graphics, Inc.; Steve & Barry’s

Manhattan LLC; Sun Healthcare Group, Inc.; Sunbeam Corporation; Texaco Inc..; The Drexel

Burnham Lambert Group, Inc.; The Sharper Image Corp.; TL Administration Corporation;

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United Companies Financial Corporation; Vertis Holdings, Inc.; Washington Mutual, Inc.;

Weiner’s Stores; WestPoint Stevens Inc.; Worldcom, Inc.; and many others.

12. Further, since WG&M was retained by the Debtors in late December the firm has developed extensive institutional knowledge of the Debtors’ business operations, financial affairs, and capital structure at both a corporate level and with respect to GGP Group’s approximately 750 wholly owned entities. WG&M has also acquired significant expertise regarding the unique legal issues associated with these chapter 11 cases. WG&M has devoted a significant level of resources and thousands of hours to this process.

13. Specifically, during WG&M’s prepeptition representation of the Debtors, the firm has been primarily responsible for providing strategic advice regarding restructuring alternatives, developing together with Kirkland & Ellis LLP (“ K&E ”) a comprehensive filing strategy for the Debtors at both the corporate and project levels, counseling the Debtors with respect to, and preparing the documentation necessary for obtaining “first day” relief upon the commencement of these chapter 11 cases, analyzing the Debtors’ indebtedness at both the corporate and project levels, negotiating forbearance agreements with the Debtors’ key creditors, preparing and launching a consent solicitation process with the Debtors’ bondholders, negotiating and obtaining financing, and advising on various tax and litigation issues.

14. Accordingly, WG&M has the necessary background to deal effectively with many of the potential legal issues and problems that may arise in the context of the Debtors’ chapter 11 cases. The Debtors believe that WG&M is both well qualified and uniquely able to represent them in their chapter 11 cases in an efficient and timely manner. Were the Debtors required to retain attorneys other than WG&M in connection with the prosecution of these chapter 11 cases, the Debtors and their respective creditors and estates would be unduly

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prejudiced by the time and expense required for such attorneys to become familiar with the intricacies of the Debtors, their business operations and their financial situation.

15. The Debtors filed or expect to file shortly, applications seeking to employ

Kurtzman Carson Consultants, LLC, as claims and noticing agent, Miller Buckfire & Co., LLC, as the Debtors’ investment banker, AlixPartners, LLP, as restructuring and financial advisor, and

K&E, as co-counsel for certain subsidiary Debtors. WG&M and the Debtors intend to carefully monitor and coordinate the efforts of all professionals retained by the Debtors in these chapter 11 cases and will clearly delineate their respective duties so as to prevent duplication of effort, whenever possible. It is anticipated that the efficient coordination of efforts of the Debtors’ attorneys and other professionals will greatly add to the progress and effective administration of these chapter 11 cases.

B. Scope of Services

16. Subject to the Court’s approval, WG&M will be retained as counsel to the

Debtors, and K&E will be retained as co-counsel for certain subsidiary Debtors. The Debtors are extremely mindful of the need to avoid any duplication of services provided by their legal counsel. WG&M and K&E have been working together for more than three months and have established a track record and specific processes to maintain the efficient coordination of their respective workflows. 3 Subject to the Court’s approval, the Debtors will continue to utilize the coordinated services provided by WG&M and K&E following the Commencement Date. 4

3 The Debtors and the Specified Debtors have also executed (and K&E and WG&M have acknowledged) a common interest agreement pursuant to which both K&E and WG&M may advise various affiliates of the GGP Group on strategies without compromising client confidentiality or privilege.

4 The Debtors reserve the right to amend the respective duties of their co-counsel, WG&M and K&E, to the extent they deem reasonably necessary as the facts and circumstances of these chapter 11 cases continue to evolve.

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17. Specifically, WG&M will advise the Debtors and the Specified Debtors

(as defined in the K&E Retention Application) 5 on (a) obtaining “first day” relief from the Court, including financing, cash collateral usage, adequate protection issues and cash management; (b) negotiating with holders of existing corporate level debt and equity, including holders of the

Rouse Bonds, TRUPS, the GGP LP Notes and the 2008 Facility (each as defined in the First Day

Declaration); 6 (c) various project level restructuring matters; and (d) their plan of reorganization, including confirmation matters and related litigation affecting all Debtors and the Specified

Debtors.

18. K&E will advise the Debtors on (a) filing and corporate governance issues with respect to certain subsidiaries; (b) matters relevant to the GGP Group’s international affiliates; (c) transactional work related to the project level assets, including potential sales of project level assets; (d) various restructuring matters for mortgage level debt (other than the 2008

Facility), including issues and restructuring alternatives relating to commercial mortgage-backed securities; and (e) their plan of reorganization relating to project level issues and mortgage level indebtedness. Relevant confirmation issues would be addressed by K&E and WG&M in a manner consistent with their respective responsibilities, as set forth above.

19. Consistent with and in furtherance of the services set forth above, the

Debtors request that WG&M be authorized to render the following services: (a) advising the

Debtors with respect to their powers and duties as debtors in possession in the continued

5 Contemporaneously herewith, the Debtors filed the Debtors’ Application Pursuant to Sections 327(a) and 328(b) of the Bankruptcy Code and Rule 2014(a) of the Federal Rules of Bankruptcy Procedure for Authorization to Employ and Retain Kirkland & Ellis LLP as Co-Counsel for the Debtors (the “ K&E Retention Application ”).

6 Contemporaneously herewith, the Debtors filed the Declaration of James A. Mesterharm Pursuant to Local Bankruptcy Rule 1007-2 in Support of First Day Motions (the “ First Day Declaration ”).

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management and operation of their business and properties; (b) preparing pleadings, including motions, applications, answers, orders, reports and papers necessary or otherwise beneficial to the administration of the Debtors’ estates and consistent with the services identified herein;

(c) appearing before the Court and any appellate courts to represent the interests of the Debtors’ estates before those courts in connection with the services identified herein; and; (d) performing all other legal services reasonably necessary or otherwise beneficial for the Debtors in connection with the prosecution of these chapter 11 cases in connection with the services identified herein.

C. WG&M’s Disinterestedness

20. To the best of the Debtors’ knowledge, the members, counsel, and associates of WG&M do not have any connection with or any interest adverse to the Debtors, their creditors, or any other party in interest, or their respective attorneys and accountants, except as may be set forth in the affidavit of Gary T. Holtzer, a member of WG&M (the “Holtzer

Affidavit ”), annexed hereto as Exhibit “B” .

21. Based upon the Holtzer Affidavit, the Debtors submit that WG&M is a

“disinterested person,” as that term is defined in section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code. The Debtors have been informed that

WG&M will conduct an ongoing review of its files to ensure that no disqualifying circumstances arise, and if any new relevant facts or relationships are discovered, WG&M will supplement its disclosure to the Court.

D. Professional Compensation

22. As set forth in the Holtzer Affidavit, WG&M received an advance against fees and expenses for services to be performed in preparation for and prosecution of these chapter 11 cases, in the amount disclosed in the Holtzer Affidavit. Prior to the Commencement

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Date, WG&M applied amounts due from the Debtors as compensation for professional services performed relating to the potential restructuring of the Debtors’ financial obligations and the potential commencement of these chapter 11 cases, as well as for the reimbursement of reasonable and necessary expenses incurred in connection therewith against such advance. As of the date hereof, WG&M has a remaining credit balance in favor of the Debtors in the approximate amount of $872,821.07. Once all prepetition amounts have been reconciled, the remaining balance will be applied for future professional services to be performed, and expenses to be incurred.

23. The Debtors understand that WG&M hereafter intends to apply to the

Court for allowances of compensation and reimbursement of expenses in accordance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy

Rules for the Southern District of New York (the “ Local Rules ”), the guidelines (the

“Guidelines ”) established by the United States Trustee for the Southern District of New York

(the “ U.S. Trustee ”), and further orders of this Court (“ Orders ”) for all services performed and expenses incurred after the Commencement Date.

24. For services rendered by WG&M in these cases, the Debtors, subject to the provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the Guidelines, and the Orders, propose to pay WG&M its customary hourly rates that are in effect from time to time, as set forth in the Holtzer Affidavit. The Debtors respectfully submit that such rates are reasonable. WG&M has agreed to notify the Debtors and the U.S. Trustee of any change in the hourly rates charged by WG&M for services rendered. In addition, subject to the provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the Guidelines and any Orders, the

Debtors propose to reimburse WG&M according to its customary reimbursement policies.

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25. WG&M intends to seek reimbursement for expenses incurred in connection with its representation of the Debtors in accordance with WG&M’s normal reimbursement policies, subject to any modifications to such policies that WG&M may be required to make to comply with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and the Guidelines or the Orders. WG&M’s disbursement policies pass through all out of pocket expenses at actual cost or an estimated actual cost when the actual cost is difficult to determine.

For example, with respect to duplication charges, WG&M will charge $.10 per page because the actual cost is difficult to determine. Similarly, as it relates to computerized research, WG&M believes that it does not make a profit on that service as a whole although the cost of any particular search is difficult to ascertain. Other reimbursable expenses (whether the service is performed by WG&M in-house or through a third party vendor) include, but are not limited to, facsimiles, toll calls, overtime, overtime meals, deliveries, court costs, cost of food at meetings, transcript fees, travel, and clerk fees.

V.

NOTICE

26. No trustee, examiner, or statutory creditors’ committee has been appointed in these chapter 11 cases. The Debtors have served notice of this Motion on: (i) the Office of the United States Trustee for the Southern District of New York (Attn: Greg M. Zipes); (ii) the

Securities and Exchange Commission; (iii) the Internal Revenue Service; (iv) EuroHypo AG,

New York Branch, administrative agent for the lenders to certain of the Debtors under (a) the

Second Amended and Restated Credit Agreement dated as of February 24, 2006 and (b) the Loan

Agreement, dated as of July 11, 2008, as amended; (v) Deutsche Bank Trust Company Americas, as administrative agent for the lenders to certain of the Debtors under certain Loan Agreements,

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dated as of January 2, 2008 and February 29, 2009, respectively; (vi) Goldman Sachs Mortgage

Company, as administrative agent for the lenders to certain of the Debtors under the Amended and Restated Credit Agreement, dated as of November 3, 2008; (vii) Wilmington Trust, FSB, as indenture trustee under (a) that certain Indenture, dated as of May 5, 2006, and (b) that certain

Indenture, dated as of April 16, 2007; (viii) LaSalle Bank National Association and Wilmington

Trust, FSB, 7 as indenture trustee under that certain Junior Subordinated Indenture, dated as of

February 24, 2006; (ix) The Bank of New York Mellon Corporation, as indenture trustee under that certain Indenture, dated as of February 24, 1995; and (x) those creditors holding the 100 largest unsecured claims against the Debtors’ estates (on a consolidated basis). The Debtors submit that no other or further notice need be provided.

WHEREFORE the Debtors respectfully request that the Court grant the relief requested herein and such other and further relief as it deems just and proper.

Dated: April 16, 2009 New York, New York

Respectfully submitted,

By: /s/ Ronald L. Gern Name: Ronald L. Gern Title: Senior Vice President & General Counsel GENERAL GROWTH PROPERTIES, INC., et al.

7 Wilmington Trust, FSB recently entered into an agreement pursuant to which it will assume the indenture trustee assignments of LaSalle Bank National Association. As of the Commencement Date, the trustee assignment with respect to this indenture has not yet been transferred to Wilmington Trust, FSB; however, Wilmington Trust, FSB will succeed LaSalle Bank National Association as indenture trustee for this series of notes upon the transfer of the trustee assignment.

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Exhibit A

Debtors

Last Four Last Four Digits of Digits of Debtor Debtor Federal Tax Federal Tax I.D. No. * I.D. No. * 10000 Covington Cross, LLC N/A Austin Mall Limited Partnership N/A 10000 West Charleston Boulevard N/A Austin Mall, LLC N/A LLC Bakersfield Mall, Inc. 10190 Covington Cross, LLC N/A N/A Bakersfield Mall LLC 1120/1140 Town Center Drive, LLC N/A 3084 Baltimore Center Associates Limited 1160/1180 Town Center Drive, LLC N/A 5598 Partnership 1201-1281 Town Center Drive, LLC N/A Baltimore Center Garage Limited N/A Partnership 1251 Center Crossing, LLC N/A Baltimore Center, LLC N/A 1450 Center Crossing Drive, LLC N/A Bay City Mall Associates L.L.C. N/A 1451 Center Crossing Drive, LLC N/A Bay Shore Mall II L.L.C. 9502 1551 Hillshire Drive, LLC N/A Bay Shore Mall, Inc. N/A 1635 Village Centre Circle, LLC N/A Bay Shore Mall Partners 5255 1645 Village Center Circle, LLC N/A Beachwood Place Holding, LLC N/A 9901-9921 Covington Cross, LLC N/A Beachwood Place Mall, LLC N/A 9950-9980 Covington Cross, LLC N/A Bellis Fair Partners 5992 Alameda Mall Associates N/A Benson Park Business Trust N/A Alameda Mall L.L.C. N/A Birchwood Mall, LLC N/A Apache Mall, LLC N/A Boise Mall, LLC N/A Arizona Center Parking, LLC N/A Boise Town Square Anchor N/A Acquisition, LLC Augusta Mall, LLC N/A Boise Towne Plaza L.L.C. N/A Augusta Mall Anchor Acquisition, N/A LLC Boulevard Associates 7916 Augusta Mall Anchor Holding, LLC N/A Boulevard Mall, Inc. N/A Augusta Mall Holding, LLC N/A Boulevard Mall I LLC 3079 Boulevard Mall II LLC 3080 * Pursuant to Treasury Regulation section BTS Properties L.L.C. 301.7701-3(b), certain Debtors are disregarded N/A for tax purposes. “N/A” indicates that a separate The Burlington Town Center LLC N/A tax identification number is not required for these Debtors.

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Last Four Last Four Digits of Digits of Debtor Debtor Federal Tax Federal Tax I.D. No. * I.D. No. * Cache Valley, LLC N/A ER Land Acquisition L.L.C. N/A Caledonian Holding Company, Inc. N/A Fallbrook Square Partners Limited N/A Partnership Century Plaza, Inc. N/A Fallbrook Square Partners L.L.C. N/A Century Plaza L.L.C. 9142 Fallen Timbers Shops, LLC N/A Champaign Market Place L.L.C. N/A Fallen Timbers Shops II, LLC N/A Chapel Hills Mall L.L.C. N/A Faneuil Hall Marketplace, LLC N/A Chattanooga Mall, Inc. N/A Fashion Place, LLC N/A Chico Mall L.L.C. N/A Fashion Place Anchor Acquisition, N/A Chico Mall, L.P. N/A LLC Fashion Show Mall LLC N/A Chula Vista Center, LLC N/A Fifty Columbia Corporate Center, N/A Collin Creek Anchor Acquisition, N/A LLC LLC Forty Columbia Corporate Center, N/A Collin Creek Mall, LLC N/A LLC Fox River Shopping Center, LLC N/A Colony Square Mall L.L.C. N/A Franklin Park Mall, LLC 1736 Columbia Mall L.L.C. N/A Franklin Park Mall Company, LLC N/A Coronado Center L.L.C. N/A Gateway Crossing L.L.C. N/A Coronado Center Holding L.L.C. N/A Gateway Overlook Business Trust N/A Cottonwood Mall, LLC N/A Gateway Overlook II Business Trust N/A Country Hills Plaza, LLC N/A Deerbrook Mall, LLC N/A General Growth Properties, Inc. 3895 DK Burlington Town Center LLC N/A GGP Acquisition, L.L.C. N/A Eagle Ridge Mall, Inc. N/A GGP Ala Moana L.L.C. N/A Eagle Ridge Mall, L.P. 1211 GGP Ala Moana Holdings L.L.C. N/A Eastridge Shopping Center L.L.C. N/A GGP American Holdings Inc. N/A Eden Prairie Anchor Building L.L.C. N/A GGP American Properties Inc. N/A Eden Prairie Mall, Inc. N/A GGP General II, Inc. N/A Eden Prairie Mall L.L.C. 1182 GGP Holding, Inc. 0211 Elk Grove Town Center L.L.C. N/A GGP Holding II, Inc. 7493 Elk Grove Town Center, L.P. N/A GGP Holding Services, Inc. 0219

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Last Four Last Four Digits of Digits of Debtor Debtor Federal Tax Federal Tax I.D. No. * I.D. No. * GGP Ivanhoe II, Inc. N/A GGP-Mall of Louisiana, L.P. 7204 GGP Ivanhoe IV Services, Inc. 6959 GGP-Mint Hill L.L.C. N/A GGP Jordan Creek L.L.C. N/A GGP-Moreno Valley, Inc. N/A GGP Kapiolani Development L.L.C. N/A GGP-Newgate Mall, LLC N/A GGP Knollwood Mall, LP 1685 GGP-NewPark, Inc. N/A GGP Limited Partnership 6121 GGP-NewPark L.L.C. N/A GGP Natick Residence LLC N/A GGP-North Point, Inc. N/A GGP Savannah L.L.C. N/A GGP-North Point Land L.L.C. N/A GGP Village at Jordan Creek L.L.C. N/A GGP-Pecanland, Inc. N/A GGP/Homart, Inc. 2784 GGP-Pecanland, L.P. 0863 GGP/Homart Services, Inc. 2467 GGP-Pecanland II, L.P. 0891 GGP-Bay City One, Inc. N/A GGP-Redlands Mall L.L.C. N/A GGP-Brass Mill, Inc. N/A GGP-Redlands Mall, L.P. N/A GGP-Burlington L.L.C. 2109 GGP-South Shore Partners, Inc. N/A GGP-Canal Shoppes L.L.C. N/A GGP-Steeplegate, Inc. N/A GGP-Foothills L.L.C. N/A GGP-Tucson Land L.L.C. N/A GGP-Four Seasons L.L.C. N/A GGP-Tucson Mall L.L.C. N/A GGP-Glenbrook L.L.C. N/A GGP-UC L.L.C. N/A GGP-Glenbrook Holding L.L.C. N/A Grand Canal Shops II, LLC N/A GGP-Grandville L.L.C. 6334 Grandville Mall, Inc. N/A GGP-Grandville II L.L.C. N/A Grandville Mall II, Inc. N/A GGP-Grandville Land L.L.C. 1990 Greengate Mall, Inc. 8940 GGP-La Place, Inc. N/A Greenwood Mall Land, LLC N/A GGP-Lakeview Square, Inc. N/A Harbor Place Associates Limited 8763 Partnership GGP-Lansing Mall, Inc. N/A Harborplace Borrower, LLC N/A GGPLP, L.L.C. 9491 HHP Government Services, Limited 5387 GGP-Maine Mall L.L.C. N/A Partnership Hickory Ridge Village Center, Inc. N/A GGP-Maine Mall Holding L.L.C. N/A HMF Properties, LLC N/A GGP-Maine Mall Land L.L.C. N/A

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Last Four Last Four Digits of Digits of Debtor Debtor Federal Tax Federal Tax I.D. No. * I.D. No. * Ho Retail Properties I Limited 6769 Lincolnshire Commons, LLC N/A Partnership Lockport L.L.C. Ho Retail Properties II Limited N/A 5991 Partnership Lynnhaven Holding L.L.C. N/A Hocker Oxmoor, LLC N/A Lynnhaven Mall L.L.C. N/A Hocker Oxmoor Partners, LLC N/A Majestic Partners-Provo, LLC N/A Howard Hughes Canyon Pointe Q4, N/A Mall of Louisiana Holding, Inc. LLC N/A The Howard Hughes Corporation 8800 Mall of Louisiana Land, LP N/A Howard Hughes Properties, Inc. 8603 Mall of Louisiana Land Holding, N/A LLC Howard Hughes Properties, Limited 3933 Mall of the Bluffs, LLC Partnership N/A Howard Hughes Properties IV, LLC N/A Mall St. Matthews Company, LLC N/A Howard Hughes Properties V, LLC N/A Mall St. Vincent, Inc. N/A HRD Parking, Inc. N/A Mall St. Vincent, L.P. 6370 HRD Remainder, Inc. N/A Mayfair Mall, LLC N/A Hulen Mall, LLC N/A MSAB Holdings, Inc. N/A The Hughes Corporation 4858 MSAB Holdings L.L.C. 7198 Kapiolani Condominium N/A MSM Property L.L.C. 2929 Development, LLC Kapiolani Retail, LLC N/A Natick Retail, LLC N/A

Knollwood Mall, Inc. N/A New Orleans Riverwalk Associates 0856 La Place Shopping, L.P. N/A New Orleans Riverwalk Limited 1645 Partnership Lakeside Mall Holding, LLC 7441 Newgate Mall Land Acquisition, N/A Lakeside Mall Property, LLC N/A LLC Newpark Anchor Acquisition, LLC N/A Lakeview Square Limited Partnership 8376 NewPark Mall L.L.C. N/A Land Trust No. 89433 N/A North Plains Mall, LLC N/A Land Trust No. 89434 N/A North Star Anchor Acquisition, LLC N/A Land Trust No. FHB-TRES 200601 N/A North Star Mall, LLC N/A Land Trust No. FHB-TRES 200602 N/A North Town Mall, LLC N/A Landmark Mall L.L.C. N/A Northgate Mall L.L.C. N/A Lansing Mall Limited Partnership 8373 NSMJV, LLC 9431

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Last Four Last Four Digits of Digits of Debtor Debtor Federal Tax Federal Tax I.D. No. * I.D. No. * Oakwood Hills Mall, LLC N/A Price Financing Partnership, L.P. N/A Oakwood Shopping Center Limited 9385 Price GP L.L.C. N/A Partnership Price-ASG L.L.C. Oglethorpe Mall L.L.C. N/A N/A Prince Kuhio Plaza, Inc. Oklahoma Mall L.L.C. 8382 N/A Providence Place Holdings, LLC OM Borrower, LLC N/A N/A RASCAP Realty, Ltd. One Willow Company, LLC N/A N/A Redlands Land Acquisition Company Orem Plaza Center Street, LLC N/A N/A L.L.C. Owings Mills Limited Partnership N/A Redlands Land Acquisition Company N/A LP Park Mall, Inc. N/A Redlands Land Holding L.L.C. N/A Park Mall L.L.C. 8169 Ridgedale Center, LLC N/A Park Square Limited Partnership N/A Rio West L.L.C. N/A Parke West, LLC N/A River Falls Mall, LLC N/A Parkside Limited Partnership N/A River Hills Land, LLC N/A Parkview Office Building Limited N/A River Hills Mall, LLC N/A Partnership PDC Community Centers L.L.C. N/A Rogue Valley Mall L.L.C. N/A PDC-Eastridge Mall L.L.C. N/A Rogue Valley Mall Holding L.L.C. N/A PDC-Red Cliffs Mall L.L.C. N/A Rouse LLC N/A Peachtree Mall L.L.C. N/A The Rouse Company LP N/A Pecanland Anchor Acquisition, LLC N/A The Rouse Company at Owings N/A Mills, LLC Phase II Mall Subsidiary, LLC N/A The Rouse Company BT, LLC N/A Piedmont Mall, L.L.C. N/A The Rouse Company of Florida, LLC N/A Pierre Bossier Mall, LLC N/A The Rouse Company of Louisiana, N/A Pine Ridge Mall L.L.C. N/A LLC The Rouse Company of Michigan, N/A Pines Mall Partners 2185 LLC The Rouse Company of Minnesota, Pioneer Office Limited Partnership N/A 4181 LLC Pioneer Place Limited Partnership 4180 The Rouse Company of Ohio, LLC N/A Price Development Company, N/A The Rouse Company Operating N/A Limited Partnership Partnership LP Price Development TRS, Inc. 8038 Rouse F.S., LLC 9886

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Last Four Last Four Digits of Digits of Debtor Debtor Federal Tax Federal Tax I.D. No. * I.D. No. * Rouse Office Management of N/A Silver Lake Mall, LLC N/A Arizona, LLC Sixty Columbia Corporate Center, Rouse Providence LLC N/A N/A LLC Rouse Ridgedale, LLC N/A Sooner Fashion Mall L.L.C. N/A Rouse Ridgedale Holding, LLC N/A South Shore Partners, L.P. 6053 Rouse SI Shopping Center, LLC N/A South Street Seaport Limited N/A Partnership Rouse Southland, LLC N/A Southlake Mall L.L.C. N/A Rouse-Arizona Center, LLC N/A Southland Center, LLC N/A Rouse-Arizona Retail Center Limited 4885 Southland Center Holding, LLC N/A Partnership Rouse-Fairwood Development 9217 Southland Mall, Inc. N/A Corporation Southland Mall, L.P. Rouse-New Orleans, LLC N/A 1889 Southwest Denver Land L.L.C. Rouse-Oakwood Shopping Center, N/A N/A LLC Southwest Plaza L.L.C. N/A Rouse-Orlando, LLC N/A Spring Hill Mall L.L.C. N/A Rouse-Phoenix Cinema, LLC N/A St. Cloud Land L.L.C. N/A Rouse-Phoenix Corporate Center N/A Limited Partnership St. Cloud Mall L.L.C. N/A Rouse-Phoenix Development N/A Company, LLC St. Cloud Mall Holding L.L.C. N/A Rouse-Phoenix Master Limited 5092 Stonestown Shopping Center L.L.C. Partnership N/A Rouse-Phoenix Theatre Limited N/A Stonestown Shopping Center, L.P. N/A Partnership Rouse-Portland, LLC N/A Summerlin Centre, LLC N/A RS Properties Inc. N/A Summerlin Corporation 5927 Saint Louis Galleria L.L.C. N/A Three Rivers Mall L.L.C. N/A Saint Louis Galleria Anchor N/A Three Willow Company, LLC N/A Acquisition, LLC Town East Mall, LLC Saint Louis Galleria Holding L.L.C. N/A N/A Tracy Mall, Inc. Saint Louis Land L.L.C. N/A N/A Tracy Mall Partners, L.P. Seaport Marketplace, LLC N/A 7674 Tracy Mall Partners I L.L.C. Seaport Marketplace Theatre, LLC N/A 9500 Tracy Mall Partners II, L.P. Sierra Vista Mall, LLC N/A 9495 TRC Co-Issuer, Inc. Sikes Senter, LLC N/A 0460

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Last Four Last Four Digits of Digits of Debtor Debtor Federal Tax Federal Tax I.D. No. * I.D. No. * TRC Willow, LLC N/A White Marsh Mall LLC N/A Tucson Anchor Acquisition, LLC N/A White Marsh Phase II Associates N/A TV Investment, LLC N/A White Mountain Mall, LLC N/A Two Arizona Center, LLC N/A Willow SPE, LLC N/A Two Willow Company, LLC N/A Willowbrook II, LLC N/A Tysons Galleria L.L.C. N/A Willowbrook Mall, LLC N/A U.K.-American Properties, Inc. N/A Woodbridge Center Property, LLC N/A Valley Hills Mall, Inc. N/A The Woodlands Mall Associates, N/A LLC Valley Hills Mall L.L.C. 6809 Valley Plaza Anchor Acquisition, N/A LLC VCK Business Trust N/A Victoria Ward Center L.L.C. N/A Victoria Ward Entertainment Center, N/A L.L.C. Victoria Ward, Limited 7590 Victoria Ward Services, Inc. 8057 The Village of Cross Keys, LLC N/A Visalia Mall L.L.C. N/A Visalia Mall, L.P. N/A Vista Commons, LLC N/A Vista Ridge Mall, LLC N/A VW Condominium Development, N/A LLC Ward Gateway-Industrial-Village, N/A LLC Ward Plaza-Warehouse, LLC N/A Weeping Willow RNA, LLC N/A West Kendall Holdings, LLC N/A Westwood Mall, LLC N/A White Marsh General Partnership N/A White Marsh Mall Associates N/A

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Exhibit B

Affidavit of Gary T. Holtzer

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------x : In re : Chapter 11 Case No. : GENERAL GROWTH : 09 - ______( ) PROPERTIES, INC., et al. , : : (Joint Administration Requested) Debtors. : ------x

AFFIDAVIT OF GARY T. HOLTZER AND DISCLOSURE STATEMENT OF WEIL, GOTSHAL & MANGES LLP PURSUANT TO SECTIONS 327, 328(a), 329 AND 504 OF THE BANKRUPTCY CODE AND BANKRUPTCY RULES 2014(a) AND 2016(b) IN SUPPORT OF APPLICATION OF THE DEBTORS FOR AUTHORIZATION TO EMPLOY AND RETAIN WEIL, GOTSHAL & MANGES LLP AS ATTORNEYS FOR THE DEBTORS

Gary T. Holtzer being duly sworn, deposes and says as follows::

1. I am a member of the firm of Weil, Gotshal & Manges LLP (“ WG&M ” or the

“Firm ”), a law firm with principal offices at 767 Fifth Avenue, New York, New York 10153; regional offices in Houston, Dallas, and Austin, Texas; Washington, D.C.; Miami, Florida;

Boston, Massachusetts; Redwood Shores, California; Providence, Rhode Island; and

Wilmington, Delaware; and foreign offices in London, United Kingdom; Paris, France;

Budapest, Hungary; Warsaw, Poland; Frankfurt and Munich, Germany; Prague, The Czech

Republic; Beijing, Hong Kong and Shanghai, China; and Dubai. I am admitted to practice before this Court.

2. I submit this affidavit (the “ Holtzer Affidavit ”) to provide the disclosure required under Rules 2014(a) and 2016(b) of the Federal Rules of Bankruptcy Procedure (the

“Bankruptcy Rules ”) in connection with the application, dated April 16, 2009 (the

“Application ”) of South Street Seaport Limited Partnership, its parent, General Growth

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Properties, Inc. (“ GGP ”), and their debtor affiliates, as debtors and debtors in possession

(collectively, “ General Growth ” or the “ Debtors ”), for approval of the Debtors’ retention of

WG&M, as their attorneys in the above-captioned chapter 11 cases (the “ Chapter 11 Cases ”) pursuant to sections 327(a) and 328(a) of title 11 of the United States Code (the “ Bankruptcy

Code ”). Unless otherwise stated in this Affidavit, I have personal knowledge of the facts set forth herein. To the extent any information disclosed herein requires amendment or modification upon WG&M’s completion of further review or as additional party in interest information becomes available to it, a supplemental affidavit will be submitted to the Court reflecting such amended or modified information.

3. Neither I, WG&M, nor any member, counsel to, or associate of the Firm represents any entity other than the Debtors in connection with these Chapter 11 Cases. In addition, except as set forth herein, to the best of my knowledge, after due inquiry, neither I,

WG&M, nor any member, counsel to, or associate of the Firm represents any party in interest in these Chapter 11 Cases in matters related to these Chapter 11 Cases.

WG&M’s Disclosure Procedures

4. WG&M has in the past represented, currently represents, and may in the future represent entities that are claimants or interest holders of the Debtors in matters unrelated to these Chapter 11 Cases. WG&M, which employs approximately 1,200 attorneys, has a large and diversified legal practice that encompasses the representation of many financial institutions and commercial corporations. Some of those entities are, or may consider themselves to be, creditors or parties in interest in the pending Chapter 11 Cases or to otherwise have interests in these cases. Further, WG&M represents a variety of retailers both in and out of bankruptcy, some of whom may be tenants of the Debtors.

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5. In preparing this Affidavit, I used a set of procedures developed by WG&M to ensure compliance with the requirements of the Bankruptcy Code and the Bankruptcy Rules regarding the retention of professionals by a debtor under the Bankruptcy Code (the “ Firm

Disclosure Procedures ”). Pursuant to the Firm Disclosure Procedures, I performed, or caused to be performed, the following actions to identify the parties relevant to this Affidavit and to ascertain WG&M’s connection to such parties:

a. A comprehensive list of the types of entities that may have contacts with the Debtors was developed through discussions with the WG&M attorneys who have provided services to the Debtors and in consultation with senior management of the Debtors (the “ Retention Checklist ”). A copy of the Retention Checklist is attached hereto as Exhibit “1”.

b. WG&M obtained information responsive to the Retention Checklist through several inquiries of the Debtors’ senior management and review of documents provided by the Debtors to WG&M. WG&M then used that information, together with other information identified by WG&M, to compile a list of the names of entities who may be parties in interest in the Chapter 11 Cases (the “ Potential Parties In Interest ”).

c. WG&M maintains a master client database as part of its conflict clearance and billing records. The master client database includes the names of the entities for which any attorney time charges have been billed since the database was first created, approximately 25 years ago (the “ Client Database ”). The Client Database includes the name of each current or former client, the name of the parties who are or were related or adverse to such current or former client, and the names of the WG&M personnel who are or were responsible for current or former matters for such client. It is the policy of WG&M that no new matter may be accepted or opened within the Firm without completing and submitting to those charged with maintaining the conflict clearance system the information necessary to check each such matter for conflicts, including the identity of the prospective client, the name of the matter, adverse parties and, in some cases, parties related to the client or to an adverse party. Accordingly, the database is updated for every new matter undertaken by WG&M. The accuracy of the system is a function of the completeness and accuracy of the information submitted by the attorney opening a new matter.

d. WG&M compared the names of each of the Potential Parties In Interest to client matters in the Client Database for which professional time was

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recorded during the two years prior to the comparison. 1 Any matches to names in the Client Database generated by the comparison were compiled, together with the names of the respective WG&M personnel responsible for the identified client matters (the “ Match List ”).

e. A WG&M attorney then reviewed the Match List and deleted obvious name coincidences and individuals or entities that were adverse to WG&M’s clients in both this matter and the matter referenced on the Match List.

f. Using information in the Client Database concerning entities on the Match List, and making general and, if applicable, specific inquiries of WG&M personnel, WG&M verified that it does not represent and has not represented any entity on the Match List in connection with the Debtors or the Chapter 11 Cases.

g. In addition, a general inquiry to all WG&M personnel (attorneys and staff) was sent by electronic mail to determine whether any such individual or any member of his or her household (a) owns any debt or equity securities of; (b) holds a claim against or interest adverse to; or (c) is or was an officer, director, or employee of any of the Debtors or non-Debtor affiliates.

WG&M’s Connections with the Debtors

6. WG&M compiled responses to the foregoing inquiries for the purposes of preparing this Affidavit. Responses to the inquiry described in paragraph 5(g) hereof indicate that no WG&M personnel or member of the household of any WG&M personnel holds any claims against, stock of, or other interests in any of the Debtors and that no such individuals were ever employed by any of the Debtors.

7. WG&M has rendered legal services to the Debtors since approximately December

2008. During such time, WG&M has played a significant role in advising the Debtors concerning their affairs, debt obligations, and restructuring alternatives. Most recently, WG&M

1 For purposes of the Firm Disclosure Procedures, WG&M considers an entity a “former client” if all matters for such client have been closed or, if any matters for such client have not been closed, if no billable time for such client has been recorded in the past two years. Because the Firm Disclosure Procedures only reflect client activity during the past two years, matches to client matters outside that timeframe are not reflected in this Affidavit.

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has performed services necessary to enable the Debtors to file for protection under chapter 11.

WG&M is responsible for the preparation of the chapter 11 petitions, initial motions, and applications relating to these Chapter 11 Cases and their commencement.

WG&M’s Connections with Potential Parties in Interest in Matters Unrelated to the Chapter 11 Cases

8. Either I or an attorney working under my supervision reviewed the connections between WG&M and the clients identified on the Match List and the connections between those entities and the Debtors and determined, in each case, that WG&M does not hold or represent an interest that is adverse to the Debtors’ estates and that WG&M is a “disinterested person” as such term is defined in section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the

Bankruptcy Code, for the reasons discussed below.

9. Except as described below, WG&M previously has represented, currently represents, and may represent in the future the entities described below (or their affiliates) in matters unrelated to the Debtors. The disclosure list, attached as Exhibit “2” hereto, is the product of implementing the Firm Disclosure Procedures. An entity is listed as a “ Current

Client ” in Exhibit “2” if WG&M has any open matters for such entity or a known affiliate of such entity and attorney time charges have been recorded on any such matters within the past two years. An entity is listed as a “ Former Client ” on Exhibit “2” if WG&M represented such entity or a known affiliate of such entity within the past two years based on recorded attorney time charges on a matter, but all matters for such entity or any known affiliate of such entity have been formally closed. WG&M has not represented, does not represent, and will not represent any of such entities in matters directly related to the Debtors or the Chapter 11 Cases.

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10. To the best of my knowledge and information, none of the entities listed in

Exhibit “2” represents more than one percent (1%) of WG&M’s annual revenues over the past twelve (12) months other than Lehman, General Electric, Microsoft, and Citigroup.

11. In addition to the entities identified in Exhibit “2”, the entities identified in

Exhibit “3”, attached hereto, either (i) have a name similar to a client identified on the Match

List or (ii) are or may be related to such a client (collectively, the “ Potential Clients ”). After a diligent effort, WG&M was unable to determine whether the similarity of names was in fact a name coincidence or whether, and to what extent, the Potential Client is related to a client identified on the Match List. Out of an abundance of caution, however, WG&M has confirmed that, similar to the clients identified above, WG&M has not represented, does not represent, and will not represent any of the Potential Clients in matters directly related to the Debtors or the

Chapter 11 Cases.

12. In addition to the foregoing, through diligent inquiry, I have ascertained no connection, as such term is used in section 101(14)(C) of the Bankruptcy Code, as modified by section 1107(b), and Bankruptcy Rule 2014(a), between WG&M and (i) the United States

Trustee for the Southern District of New York (the “ U.S. Trustee ”) or any person employed by the Office of the U.S. Trustee, (ii) any attorneys, accountants, or financial consultants in the

Chapter 11 Cases, and (iii) any investment bankers that represent or may represent the Debtors or claimants or other parties in interest in the Chapter 11 Cases, except as set forth herein. As part of its practice, WG&M appears in cases, proceedings, and transactions involving many different attorneys, accountants, financial consultants, and investment bankers, some of which now or may in the future represent claimants and other parties in interest in these cases. WG&M has not represented, and will not represent, any of such parties in relation to the Debtors or their Chapter

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11 Cases. WG&M does not have any relationship with any such attorneys, accountants, financial consultants, and investment bankers that would be adverse to the Debtors or their estates.

13. WG&M will continue to apply the Firm Disclosure Procedures as additional information concerning entities having a connection with the Debtors is developed and will file appropriate supplemental disclosure with the Court.

WG&M Is Disinterested

14. Based on the foregoing, insofar as I have been able to ascertain after diligent inquiry, I believe WG&M does not hold or represent an interest adverse to the Debtors’ estates in the matters upon which WG&M is to be employed, and WG&M is “disinterested” as such term is defined in section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the

Bankruptcy Code.

WG&M’s Rates and Billing Practices

15. WG&M is not a creditor of the Debtors. WG&M has received periodic fee advances from the Debtors for professional services to be performed and expenses to be incurred in connection with these Chapter 11 Cases. WG&M used the advance payments to credit the Debtors’ account for actual professional services performed and expenses incurred and reduced the balance of the credit available to the Debtors by the amount of such charges. As of the Commencement Date, (i) the fees and expenses incurred by WG&M approximated

$14,226,899.03 and (ii) WG&M had a remaining credit balance in favor of the Debtors for future professional services to be performed, and expenses to be incurred, in the approximate amount of

$872,821.07. Annexed hereto as Exhibit “4” is an accounting summary of payments made to

WG&M and estimated amounts incurred by WG&M prior to the commencement of these cases.

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None of the Debtors’ prepetition payments to WG&M constitute voidable preferential transfers pursuant to section 547 of the Bankruptcy Code. Indeed, all payments were made in a time and manner consistent with ordinary payment practice between the Debtors and WG&M.

16. WG&M intends to charge the Debtors for services rendered in these

Chapter 11 Cases at WG&M’s normal hourly rates in effect at the time the services are rendered.

WG&M’s current customary hourly rates, subject to change from time to time, are $675 to $950 for members and counsel, $355 to $640 for associates, and $155 to $290 for paraprofessionals.

17. WG&M also intends to seek reimbursement for expenses incurred in connection with its representation of the Debtors in accordance with WG&M’s normal reimbursement policies, subject to any modifications to such policies that WG&M may be required to make to comply with orders of this Court, the Bankruptcy Code, the Bankruptcy

Rules, the Local Rules of the Bankruptcy Court for the Southern District of New York (the

“Local Rules ”), and the guidelines (the “ Guidelines ”) established by the United States Trustee for the Southern District of New York. WG&M’s disbursement policies pass through all out of pocket expenses at actual cost or an estimated actual cost when the actual cost is difficult to determine. For example, with respect to duplication charges, WG&M will charge $.10 per page because the actual cost is difficult to determine. Similarly, as it relates to computerized research,

WG&M believes that it does not make a profit on that service as a whole although the cost of any particular search is difficult to ascertain. Other reimbursable expenses (whether the service is performed by WG&M in-house or through a third party vendor) include, but are not limited to, facsimiles, toll calls, overtime, overtime meals, deliveries, court costs, cost of food at meetings, transcript fees, travel, and clerk fees.

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18. No promises have been received by WG&M, or any member, counsel, or associate thereof, as to payment or compensation in connection with the Chapter 11 Cases other than in accordance with the provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local

Rules, the Guidelines, and the retainer letter between the Debtors and WG&M, dated as of

December 19, 2008. WG&M has no agreement with any other entity to share with such entity any compensation received by WG&M or by such entity.

19. The Debtors’ Application requests, pursuant to section 328(a) of the

Bankruptcy Code, approval of their retention of WG&M on rates, terms, and conditions consistent with what WG&M charges non-chapter 11 debtors, namely, prompt payment of

WG&M’s hourly rates as adjusted from time to time and reimbursement of out-of-pocket disbursements at cost or based on formulas that approximate the actual cost where the actual cost is not easily ascertainable. Subject to these terms and conditions, WG&M intends to apply pursuant to section 330 of the Bankruptcy Code for allowances of compensation for professional services rendered in these Chapter 11 Cases and for reimbursement of actual and necessary expenses incurred in connection therewith in accordance with the provisions of the Bankruptcy

Code, the Bankruptcy Rules, the Local Rules, the Guidelines, and any Orders.

Coordination with Other Professionals for the Debtors

20. WG&M is aware that the Debtors have submitted, or intend to submit, applications to retain Kurtzman Carson Consultants, LLC, as claims and noticing agent, Miller

Buckfire & Co., LLC, as the Debtors’ investment banker, AlixPartners, LLP, as restructuring and financial advisor, and Kirkland & Ellis LLP (“ K&E ”), as co-counsel for certain subsidiary

Debtors. WG&M intends to carefully monitor and coordinate the efforts of all professionals retained by the Debtors in the Chapter 11 Cases and will clearly delineate their respective duties

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so as to prevent duplication of effort, whenever possible.

21. With respect to K&E, the Debtors are extremely mindful of the need to avoid any duplication of services provided by their legal counsel. WG&M and K&E have been working together for more than three months and have established a track record and specific processes to maintain the efficient coordination of their respective workflows. 2 Subject to the

Court’s approval, the Debtors will continue to utilize the coordinated services provided by

WG&M and K&E following the Commencement Date.

22. The foregoing constitutes the statement of WG&M pursuant to sections

327(a), 328(a), 329, and 504 of the Bankruptcy Code and Bankruptcy Rules 2014(a) and

2016(b).

Dated: April 16, 2009 New York, New York

/s/ Gary T. Holtzer_____ Gary T. Holtzer, Esq. Sworn and subscribed to before me this 16th day of April, 2009

/s/ Andrea Wilmer Andrea Wilmer Notary Public, State of New York No. 01W16172356 Qualified in Kings County Commission Expires August 6, 2011

2 WG&M and K&E have also executed a common interest agreement pursuant to which both firms may advise various affiliates of the GGP Group (as defined in the Application) on strategies that may implicate the entire GGP Group without compromising client confidentiality or privilege.

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Exhibit 1

Retention Checklist

List of Entity Names for Debtors and Non-Debtor Affiliates List of Property Names for Debtors and Non-Debtor Affiliates List of Trade Names and Aliases for Debtor Entities and Non-Debtor Affiliates Third Party Partners and Members of LLC, Partnership and Joint Venture Debtor and Non- Debtor Affiliates Consolidated List of 100 Largest Unsecured Creditors 2006 Loan Agreement Prepetition Agents and Lenders 2008 Loan Agreement Prepetition Agents and Lenders Goldman Bridge Loan Prepetition Agents and Lenders Rouse Bonds Prepetition Indenture Trustees and Known Bondholders Other Prepetition Secured Credit Agents and Lenders Former Employees of Debtor or Underwriting Investment Bankers – All persons who were officers, directors or employees of Debtor or any underwriting investment banker during the two years prior to the Petition Date, who are now attorneys at Weil, Gotshal & Manges LLP Underwriting Investment Bankers for Debtor’s Securities Significant Stockholders Officers, Directors, and Officer and Director Affiliations Professionals Competitors Lessors Representative Tenants Litigation Parties and Parties Which May Assert Claims Against the Debtors

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Exhibit 2

Current and Former Clients

Matched Entity Relationship to Debtors Relationship to WG&M

AlixPartners Professionals Current Client

Apple Computer Representative Tenants Current Client

2006 Loan Agreement Prepetition Agents and Lenders; Other Prepetition Secured Credit Agents and Lenders; Rouse Bonds Banc of America Securities LLC Current Client Prepetition Indentures Trustees and Known Bondholders; Underwriting Investment Bankers for Debtor's Bonds

Other Prepetition Secured Credit Agents and Lenders; Bank of America Rouse Bonds Prepetition Current Client Indentures Trustees and Known Bondholders

2006 Loan Agreement Prepetition Agents and Bank of America, N.A. Lenders; Other Prepetition Current Client Secured Credit Agents and Lenders

2006 Loan Agreement Bank of America, TX Prepetition Agents and Current Client Lenders

2008 Loan Agreement Bank of Ireland Prepetition Agents and Current Client Lenders

Rouse Bonds Prepetition Bank of New York Mellon (The) Indentures Trustees and Current Client Known Bondholders

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Matched Entity Relationship to Debtors Relationship to WG&M

Rouse Bonds Prepetition Barclays Indentures Trustees and Current Client Known Bondholders

2006 Loan Agreement Barclays Bank PLC Prepetition Agents and Current Client Lenders

Rouse Bonds Prepetition Barclays Capital Indentures Trustees and Current Client Known Bondholders

Rouse Bonds Prepetition Barclays Capital, Inc. Indentures Trustees and Current Client Known Bondholders

Barnes & Noble Representative Tenants Affiliate of Current Client

Barneys New York Representative Tenants Current Client

2006 Loan Agreement Bayerische Landesbank Prepetition Agents and Current Client Lenders

Other Prepetition Secured Bear Stearns & Co. Current Client Credit Agents and Lenders

Bed Bath & Beyond Representative Tenants Current Client

Rouse Bonds Prepetition BNP Paribas Prime Brokerage, Inc. Indentures Trustees and Affiliate of Current Client Known Bondholders

Rouse Bonds Prepetition BNP Paribas, New York Branch Indentures Trustees and Affiliate of Current Client Known Bondholders

Rouse Bonds Prepetition BNY Asset Management Indentures Trustees and Affiliate of Current Client Known Bondholders

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Matched Entity Relationship to Debtors Relationship to WG&M

2006 Loan Agreement Calyon New York Branch Prepetition Agents and Affiliate of Current Client Lenders

Children’s Place Representative Tenants Current Client

Other Prepetition Secured CIGNA Corporation Current Client Credit Agents and Lenders

Circuit City Representative Tenants Current Client

Rouse Bonds Prepetition Citibank, N.A. Indentures Trustees and Current Client Known Bondholders

Other Prepetition Secured Citicorp North America Affiliate of Current Client Credit Agents and Lenders

2006 Loan Agreement Prepetition Agents and Citicorp North America, Inc. Lenders; Other Prepetition Affiliate of Current Client Secured Credit Agents and Lenders

Other Prepetition Secured Credit Agents and Lenders; Rouse Bonds Prepetition Citigroup Global Markets Inc. Indentures Trustees and Current Client Known Bondholders; Underwriting Investment Bankers for Debtor's Bonds

Citigroup Global Markets Realty Other Prepetition Secured Affiliate of Current Client Corp. Credit Agents and Lenders

Other Prepetition Secured Citigroup, Inc. Current Client Credit Agents and Lenders

2006 Loan Agreement Credit Suisse Prepetition Agents and Current Client Lenders

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Matched Entity Relationship to Debtors Relationship to WG&M

Other Prepetition Secured Credit Suisse First Boston Current Client Credit Agents and Lenders

Rouse Bonds Prepetition Credit Suisse Securities (USA) LLC Indentures Trustees and Affiliate of Current Client Known Bondholders

Deloitte & Touche Professionals Current Client

2006 Loan Agreement Deutsche Bank AG New York Prepetition Agents and Current Client Branch Lenders

2006 Loan Agreement Deutsche Bank AG, Cayman Islands Prepetition Agents and Affiliate of Current Client Lenders

Rouse Bonds Prepetition Indentures Trustees and Known Bondholders; Deutsche Bank Securities Inc. Underwriting Investment Current Client Bankers for Debtor's Bonds

Rouse Bonds Prepetition Indentures Trustees and Deutsche Bank Securities, Inc. Known Bondholders; Other Current Client Prepetition Secured Credit Agents and Lenders

2008 Loan Agreement Deutsche Bank Trust Company Prepetition Agents and Affiliate of Current Client Lenders

Deutsche Bank Trust Company Other Prepetition Secured Affiliate of Current Client Americas Credit Agents and Lenders

2006 Loan Agreement Fidelity Advisor Series I Prepetition Agents and Affiliate of Current Client Lenders

NY2:\1969689\35\167TL35!.DOC\47658.0007 4

Matched Entity Relationship to Debtors Relationship to WG&M

2006 Loan Agreement Fidelity American High Yield Fund Prepetition Agents and Affiliate of Current Client Lenders

2006 Loan Agreement Fidelity Canadian Balanced Fund Prepetition Agents and Affiliate of Current Client Lenders

2006 Loan Agreement Fidelity Central Investment Prepetition Agents and Affiliate of Current Client Lenders

Rouse Bonds Prepetition Fidelity International Limited (U.K.) Indentures Trustees and Affiliate of Current Client Ltd Known Bondholders

Rouse Bonds Prepetition Fidelity Management & Research Indentures Trustees and Affiliate of Current Client Company Known Bondholders

Gap Representative Tenants Current Client

Gap Kids Representative Tenants Affiliate of Current Client

2006 Loan Agreement General Electric Capital Corp. Prepetition Agents and Current Client Lenders

GMAC Commercial Mortgage Other Prepetition Secured Affiliate of Current Client Association Credit Agents and Lenders

Godiva Chocolatier Representative Tenants Current Client

Other Prepetition Secured Goldman Sachs Bank USA Affiliate of Current Client Credit Agents and Lenders

Other Prepetition Secured Goldman Sachs Group, Inc. Affiliate of Current Client Credit Agents and Lenders

Rouse Bonds Prepetition Affiliate of Current Client Goldman Sachs International Indentures Trustees and Known Bondholders

NY2:\1969689\35\167TL35!.DOC\47658.0007 5

Matched Entity Relationship to Debtors Relationship to WG&M

2006 Loan Agreement Goldman Sachs Lending Partners Prepetition Agents and Affiliate of Current Client LLC Lenders

2008 Loan Agreement Goldman Sachs Mortgage Co. Prepetition Agents and Affiliate of Current Client Lenders

Goldman Bridge Loan Prepetition Agents and Goldman Sachs Mortgage Company lenders; Other Prepetition Affiliate of Current Client Secured Credit Agents and Lenders

Rouse Bonds Prepetition Goldman Sachs, & Co. Indentures Trustees and Current Client Known Bondholders

Rouse Bonds Prepetition Indentures Trustees and Goldman, Sachs & Co. Known Bondholders; Current Client Underwriting Investment Bankers for Debtor's Bonds

Home Depot Representative Tenants Current Client

2008 Loan Agreement Hypo Real Estate Capital Corporation Prepetition Agents and Affiliate of Current Client Lenders

2006 Loan Agreement Prepetition Agents and ING Real Estate Finance (USA) LLC Lenders; 2008 Loan Affiliate of Current Client Agreements Prepetition Agents and Lenders

Rouse Bonds Prepetition J.P. Morgan Indentures Trustees and Affiliate of Current Client Known Bondholders

Rouse Bonds Prepetition J.P. Morgan Clearing Indentures Trustees and Affiliate of Current Client Known Bondholders

NY2:\1969689\35\167TL35!.DOC\47658.0007 6

Matched Entity Relationship to Debtors Relationship to WG&M

Rouse Bonds Prepetition J.P. Morgan Securities (U.S.) Indentures Trustees and Affiliate of Current Client Known Bondholders

Rouse Bonds Prepetition Indentures Trustees and J.P. Morgan Securities Inc. Known Bondholders; Current Client Underwriting Investment Bankers for Debtor's Bonds

Rouse Bonds Prepetition J.P. Morgan Securities Inc. – Fixed Indentures Trustees and Affiliate of Current Client Known Bondholders

Rouse Bonds Prepetition J.P. Morgan Securities, Inc. Indentures Trustees and Current Client Known Bondholders

JC Penney Company, Inc Representative Tenants Current Client

JC Penney Home Store Representative Tenants Affiliate of Current Client

JCPenney Representative Tenants Current Client

JCPenny Home Store Representative Tenants Affiliate of Current Client.

Rouse Bonds Prepetition Jefferies & Company Indentures Trustees and Affiliate of Current Client Known Bondholders

Third Party Partners and Members of LLC, Partnership JP Morgan Affiliate of Current Client and Joint Venture Debtor and Non-Debtor Affiliates

Rouse Bonds Prepetition JP Morgan Chase Indentures Trustees and Current Client Known Bondholders

Other Prepetition Secured JP Morgan Chase & Co. Current Client Credit Agents and Lenders

NY2:\1969689\35\167TL35!.DOC\47658.0007 7

Matched Entity Relationship to Debtors Relationship to WG&M

Rouse Bonds Prepetition Indentures Trustees and JP Morgan Chase Bank Known Bondholders Current Client

Rouse Bonds Prepetition JP Morgan Chase Bank Indentures Trustees and Current Client Known Bondholders

2006 Loan Agreement JP Morgan Chase Bank, N.A. Prepetition Agents and Current Client Lenders

Rouse Bonds Prepetition JP Morgan Chase Bank, National Indentures Trustees and Current Client Association Known Bondholders

Rouse Bonds Prepetition JP Morgan International Indentures Trustees and Affiliate of Current Client Known Bondholders

Rouse Bonds Prepetition JP Morgan Trust Company, National Indentures Trustees and Affiliate of Current Client Association Known Bondholders

Rouse Bonds Prepetition JPMorgan Chasebank/Greenwich Indentures Trustees and Affiliate of Current Client Capital Known Bondholders

2006 Loan Agreement KBC Bank NV Prepetition Agents and Current Client Lenders

Underwriting Investment Lehman Brothers Inc. Current Client Bankers for Debtor's Bonds

Other Prepetition Secured Lehman Brothers, Inc. Current Client Credit Agents and Lenders

2006 Loan Agreement Lehman Commercial Paper Inc. Prepetition Agents and Current Client Lenders

NY2:\1969689\35\167TL35!.DOC\47658.0007 8

Matched Entity Relationship to Debtors Relationship to WG&M

2006 Loan Agreement Prepetition Agents and M&T Bank Lenders; 2008 Loan Current Client Agreement Prepetition Agents and Lenders

Rouse Bonds Prepetition Manufacturers and Traders Trust Indentures Trustees and Current Client Company Known Bondholders

2006 Loan Agreement Merrill Lynch Bank USA Prepetition Agents and Affiliate of Current Client Lenders

Rouse Bonds Prepetition Merrill Lynch Global Securities Indentures Trustees and Affiliate of Current Client Known Bondholders

Merrill Lynch Mortgage Lending, Other Prepetition Secured Affiliate of Current Client Inc. Credit Agents and Lenders

Consolidated List of 100 Microsoft Licensing, GP Affiliate of Current Client Largest Unsecured Creditors

Other Prepetition Secured Credit Agents and Lenders; Morgan Stanley Rouse Bonds Prepetition Current Client Indentures Trustees and Known Bondholders

Rouse Bonds Prepetition Indentures Trustees and Morgan Stanley & Co. Incorporated Known Bondholders; Current Client Underwriting Investment Bankers for Debtor's Bonds

2006 Loan Agreement Morgan Stanley Bank Prepetition Agents and Affiliate of Current Client Lenders

Rouse Bonds Prepetition Morgan Stanley DW Inc. Indentures Trustees and Affiliate of Current Client Known Bondholders

NY2:\1969689\35\167TL35!.DOC\47658.0007 9

Matched Entity Relationship to Debtors Relationship to WG&M

2008 Loan Agreement Morgan Stanley Senior Funding Inc. Prepetition Agents and Affiliate of Current Client Lenders

Rouse Bonds Prepetition Oaktree Capital Management, L.P. Indentures Trustees and Current Client Known Bondholders

Pier 1 Import Representative Tenants Current Client

Rouse Bonds Prepetition Prudential Indentures Trustees and Current Client Known Bondholders

Other Prepetition Secured Prudential Asset Resources Affiliate of Current Client Credit Agents and Lenders

Other Prepetition Secured Prudential Financial Inc. Current Client Credit Agents and Lenders

2006 Loan Agreement Putnam Asset Allocation Fund Prepetition Agents and Affiliate of Current Client Lenders

2006 Loan Agreement Putnam Asset Allocation Funds Prepetition Agents and Affiliate of Current Client Lenders

2006 Loan Agreement Putnam Bank Loan Fund (Cayman) Prepetition Agents and Affiliate of Current Client Lenders

2006 Loan Agreement Putnam Diversified Income Trust Prepetition Agents and Affiliate of Current Client Lenders

2006 Loan Agreement Putnam Floating Rate Income Fund Prepetition Agents and Affiliate of Current Client Lenders

NY2:\1969689\35\167TL35!.DOC\47658.0007 10

Matched Entity Relationship to Debtors Relationship to WG&M

2006 Loan Agreement Putnam High Yield Advantage Fund Prepetition Agents and Affiliate of Current Client Lenders

2006 Loan Agreement Putnam High Yield Trust Prepetition Agents and Affiliate of Current Client Lenders

2006 Loan Agreement Putnam Master Intermediate Income Prepetition Agents and Affiliate of Current Client Lenders

2006 Loan Agreement Putnam Premier Income Trust Prepetition Agents and Affiliate of Current Client Lenders

2006 Loan Agreement Putnam Variable Trust Prepetition Agents and Affiliate of Current Client Lenders

2006 Loan Agreement Putnam Variable Trust-PVT Diversifi Prepetition Agents and Affiliate of Current Client Lenders

2006 Loan Agreement Putnam Variable Trust-PVT High Prepetition Agents and Affiliate of Current Client Lenders

Rouse Bonds Prepetition Indentures Trustees and Rothschild et Cie Banque Known Bondholders Current Client

Representative Tenants Saks Fifth Avenue Incorporated Affiliate of Current Client

Litigation Parties and Parties Schindler Elevator Corp. Which May Assert Claims Current Client Against the Debtors

NY2:\1969689\35\167TL35!.DOC\47658.0007 11

Matched Entity Relationship to Debtors Relationship to WG&M

Consolidated List of 100 Sephora Largest Unsecured Creditors; Current Client Representative Tenants

Sports Authority Representative Tenants Current Client

Steve & Barry’s Representative Tenants Current Client

Target Corporation Representative Tenants Current Client

Teachers Insurance and Annuity Other Prepetition Secured Affiliate of Current Client Association Credit Agents and Lenders

Rouse Bonds Prepetition The Bank of New York Mellon Indentures Trustees and Current Client Known Bondholders

Consolidated List of 100 The Bank of New York Mellon Trust Largest Unsecured Creditors; Affiliate of Current Client Company, N.A. Other Prepetition Secured Credit Agents and Lenders

The Bank of New York Rouse Bonds Prepetition Mellon/DBAG London Global Indentures Trustees and Affiliate of Current Client Market Known Bondholders

Rouse Bonds Prepetition The Bank of New York Indentures Trustees and Affiliate of Current Client Mellon/Mellon Trust Known Bondholders

2006 Loan Agreement The Prudential Insurance Company Prepetition Agents and Current Client of America Lenders

Other Prepetition Secured TIAA Commercial Loan Services Affiliate of Current Client Credit Agents and Lenders

2006 Loan Agreement UBS AG Stamford Branch Prepetition Agents and Current Client Lenders

NY2:\1969689\35\167TL35!.DOC\47658.0007 12

Matched Entity Relationship to Debtors Relationship to WG&M

Rouse Bonds Prepetition UBS Financial Services, Inc. Indentures Trustees and Current Client Known Bondholders

Rouse Bonds Prepetition Indentures Trustees and UBS Investment Bank Known Bondholders; Affiliate of Current Client Underwriting Investment Bankers for Debtor's Bonds

Rouse Bonds Prepetition Indentures Trustees and UBS Securities LLC Known Bondholders; Current Client Underwriting Investment Bankers for Debtor's Bonds

Rouse Bonds Prepetition UBS Securities, Ltd. (U.K.) Indentures Trustees and Affiliate of Current Client Known Bondholders

Other Prepetition Secured UBS Warburg Affiliate of Current Client Credit Agents and Lenders

2006 Loan Agreement Wachovia Bank – Institutional Prepetition Agents and Affiliate of Current Client Lenders

2006 Loan Agreement Prepetition Agents and Wachovia Bank National Association Lenders; 2008 Loan Affiliate of Current Client Agreement Prepetition Agents and Lenders

2006 Loan Agreement Prepetition Agents and Lenders; 2008 Loan Wachovia Bank, National Agreement Prepetition Agents Affiliate of Current Client Association and Lenders; Other Prepetition Secured Credit Agents and Lenders

NY2:\1969689\35\167TL35!.DOC\47658.0007 13

Matched Entity Relationship to Debtors Relationship to WG&M

2008 Loan Agreement Wachovia Capital Markets LLC Prepetition Agents and Current Client Lenders

2006 Loan Agreement Prepetition Agents and Wachovia Capital Markets, LLC Lenders; Underwriting Current Client Investment Bankers for Debtor's Bonds

Other Prepetition Secured Wachovia Corporation Affiliate of Current Client Credit Agents and Lenders

Other Prepetition Secured Wachovia Securities Affiliate of Current Client Credit Agents and Lenders

Wal-Mart Representative Tenants Current Client

Litigation Parties and Parties Wal-Mart Real Estate Business Trust Which May Assert Claims Affiliate of Current Client Against the Debtors

Other Prepetition Secured Wells Fargo Current Client Credit Agents and Lenders

Wells Fargo Bank Lessor Current Client

Rouse Bonds Prepetition Wells Fargo Bank, National Indentures Trustees and Current Client Association Known Bondholders

Wells Fargo Brokerage Services, Underwriting Investment Affiliate of Current Client LLC Bankers for Debtor's Bonds

2006 Loan Agreement West LB AG, New York Branch Prepetition Agents and Affiliate of Current Client Lenders

Consolidated List of 100 Wilmington Trust Current Client Largest Unsecured Creditors

NY2:\1969689\35\167TL35!.DOC\47658.0007 14

Matched Entity Relationship to Debtors Relationship to WG&M

Rouse Bonds Prepetition Wilmington Trust Company Indentures Trustees and Current Client Known Bondholders

Rouse Bonds Prepetition Wilmington Trust Corp. Indentures Trustees and Current Client Known Bondholders

Zales Jewelers Representative Tenants Current Client

NY2:\1969689\35\167TL35!.DOC\47658.0007 15

Exhibit 3

Potential Clients

Matched Entity Relationship to Debtors Relationship to WG&M

Affiliate Related to Current AMC 15 Representative Tenants Client

Affiliate Related to Current AMC Theatres Representative Tenants Client

Litigation Parties and Parties May Be Related to Former American Express Which May Assert Claims Client Against the Debtors

American General Accident and Life May Be Affiliate of Current Lessor Insurance Company Client

American General Finance Other Prepetition Secured May Be Affiliate of Current Corporation Credit Agents and Lenders Client

American General Life and Accident May Be Affiliate of Current Lessor Insurance Company Client

Third Party Partners and Affiliate Related to Current Members of LLC, Partnership AON Risk Services, Inc. Client; Related to Former and Joint Venture Debtor and Client Non-Debtor Affiliates

Other Prepetition Secured May Be Affiliate of Current Archon Financial, L.P. Credit Agents and Lenders Client

2006 Loan Agreement May Be Related to Current Atrium V Prepetition Agents and Client Lenders

Rouse Bonds Prepetition AXA Rosenberg Investment Indentures Trustees and May Be Affiliate of Current Management, LLC (U.S.) Known Bondholders Client

NY2:\1969689\35\167TL35!.DOC\47658.0007

Matched Entity Relationship to Debtors Relationship to WG&M

Bailey, Banks & Biddle Representative Tenants Related to Current Client

Rouse Bonds Prepetition May Be Affiliate of Current Bank One, National Association Indentures Trustees and Client Known Bondholders

Affiliate Related to Current Bass Pro Shops Outdoor World Representative Tenants Client

Beall's Representative Tenants May Be Current Client

Related to Current Client; Best Buy Representative Tenants Related to Former Client

Rouse Bonds Prepetition Affiliate Related to Current BlackRock Advisors, LLC Indentures Trustees and Client Known Bondholders

Bloomingdales Representative Tenants Related to Current Client

May Be Affiliate of Current Bon-Ton Department Stores, Inc. Representative Tenants Client

Underwriting Investment May Be Affiliate of Current BT. Alex Brown Incorporated Bankers for Debtor's Bonds Client

Affiliate May Be Related to C & C Representative Tenants Current Client

Affiliate May Be Related to C&C Casa E Construção Representative Tenants Current Client

May Be Current Client; May Litigation Parties and Parties Be Related to Current and Center Partners, Ltd. Which May Assert Claims Former Clients; Affiliate May Against the Debtors Be Related to Current and Former Clients

2006 Loan Agreement May Be Related to Current Chang Hwa Commercial Bank Ltd. Prepetition Agents and Client Lenders

NY2:\1969689\35\167TL35!.DOC\47658.0007 2

Matched Entity Relationship to Debtors Relationship to WG&M

Rouse Bonds Prepetition Clearview Correspondent Services, Affiliate May Be Related to Indentures Trustees and LLC Current Client Known Bondholders

Other Prepetition Secured Commerzbank Related to Current Client Credit Agents and Lenders

2006 Loan Agreement Commerzbank AG Prepetition Agents and Related to Current Client Lenders

2006 Loan Agreement Affiliate Related to Current Commerzbank AG, New York Prepetition Agents and Client Lenders

Underwriting Investment Affiliate Related to Current Commerzbank Capital Markets Corp. Bankers for Debtor's Bonds Client

May Be Related to Current Dick’s Sporting Goods Representative Tenants Client

May Be Related to Current Dick’s Sporting Goods, Inc. Representative Tenants Client

Dresdner Kleinwort Wasserstein- Underwriting Investment May Be Affiliate of Current Grantchester, Inc. Bankers for Debtor's Bonds Client

Rouse Bonds Prepetition Affiliate Related to Current E*Trade Clearing LLC Indentures Trustees and Client Known Bondholders

2006 Loan Agreement Affiliate May Be Related to Erste Bank, NY Branch Prepetition Agents and Current Client Lenders

2006 Loan Agreement Affiliate May Be Related to Fidelity Advisor Series I Prepetition Agents and Former Client Lenders

2006 Loan Agreement Affiliate May Be Related to Fidelity American High Yield Fund Prepetition Agents and Former Client Lenders

NY2:\1969689\35\167TL35!.DOC\47658.0007 3

Matched Entity Relationship to Debtors Relationship to WG&M

2006 Loan Agreement Affiliate May Be Related to Fidelity Canadian Balanced Fund Prepetition Agents and Former Client Lenders

2006 Loan Agreement Affiliate May Be Related to Fidelity Central Investment Prepetition Agents and Former Client Lenders

2006 Loan Agreement May Be Related to Current First Hawaiian Bank Prepetition Agents and Client Lenders

2006 Loan Agreement Affiliate May Be Related to First Trust/Four Corners Senior Prepetition Agents and Current Client Lenders

May Be Affiliate of Current FMR LLC Significant Stockholders Client

2006 Loan Agreement Affiliate May Be Related to Fortress Credit Investments I Ltd. Prepetition Agents and Former Client; May Be Lenders Affiliate of Current Client

2006 Loan Agreement Affiliate May Be Related to Fortress Credit Investments II Ltd. Prepetition Agents and Former Client; May Be Lenders Affiliate of Current Client

Gottschalks Representative Tenants Related to Current Client

2006 Loan Agreement May Be Affiliate of Current Guggenheim Structured Real Estate Prepetition Agents and Client Lenders

May Be Affiliate of Current Hallmark Representative Tenants Client

Rouse Bonds Prepetition Harford Investment Management Indentures Trustees and May Be Affiliate of Current Company Known Bondholders Client

NY2:\1969689\35\167TL35!.DOC\47658.0007 4

Matched Entity Relationship to Debtors Relationship to WG&M

2006 Loan Agreement May Be Affiliate of Current Hartford Mezzanine Investors I Prepetition Agents and Client Lenders

Officers, Directors, and May Be Related to Current John V. Howard Officer and Director Client Affiliations

Other Prepetition Secured Affiliate May Be Related to Key Bank Credit Agents and Lenders Current Client

2006 Loan Agreement May Be Related to Current KeyBank National Association Prepetition Agents and Client Lenders

Other Prepetition Secured Affiliate May Be Related to Keybank Real Estate Capital Credit Agents and Lenders Current Client

2006 Loan Agreement May Be Related to Current Keystone Nazareth Bank & Trust Co. Prepetition Agents and Client Lenders

May Be Affiliate of Current Lenscrafters Representative Tenants Client

Litigation Parties and Parties May Be Related to Current Lexington Insurance Company Which May Assert Claims Client Against the Debtors

Affiliate Related to Current Limited Too Representative Tenants Client

Other Prepetition Secured Affiliate May Be Related to LNR Partners, Inc. Credit Agents and Lenders Current Client

Affiliate May Be Related to Loews Cineplex Representative Tenants Current Client

Affiliate Related to Current Macy s Annex II Representative Tenants Client

NY2:\1969689\35\167TL35!.DOC\47658.0007 5

Matched Entity Relationship to Debtors Relationship to WG&M

Affiliate Related to Current Macy s Children Store Representative Tenants Client

Affiliate Related to Current Macy s Home Store Representative Tenants Client

Affiliate Related to Current Macy s Junior Representative Tenants Client

Affiliate Related to Current Macy s Mens & Home Representative Tenants Client

Affiliate Related to Current Macy s Womens Representative Tenants Client

Litigation Parties and Parties Affiliate Related to Current Macy’s Retail Holding Inc. Which May Assert Claims Client Against the Debtors

Affiliate Related to Current Macy’s, Inc. Representative Tenants Client

Litigation Parties and Parties Mary Lynne Roberts and May Be Related to Current Which May Assert Claims Thomas Roberts Client Against the Debtors

Rouse Bonds Prepetition Merrill Lynch, Pierce Fenner & May Be Affiliate of Current Indentures Trustees and Smith Client Known Bondholders

Merrill Lynch, Pierce, Fenner & Underwriting Investment May Be Affiliate of Current Smith Incorporated Bankers for Debtor's Bonds Client

Metropolitan Life Insurance Affiliate May Be Related to Other Prepetition Secured Company Current Client; Related to Credit Agents and Lenders Current Client

National Association of Real Estate Affiliation of Officers & May Be Related to Current Investment Trusts (NAREIT) Directors Client

NY2:\1969689\35\167TL35!.DOC\47658.0007 6

Matched Entity Relationship to Debtors Relationship to WG&M

2006 Loan Agreement Affiliate May Be Related to National City Bank NA Prepetition Agents and Current Client; May Be Lenders Related to Current Client

Neiman Marcus Representative Tenants Related to Current Client

Neuberger Berman Management, Inc. Representative Tenants Related to Current Client

2006 Loan Agreement New York Life Insurance and May Be Related to Current Prepetition Agents and Annuity Client Lenders

2006 Loan Agreement May Be Related to Current New York Life Insurance Company Prepetition Agents and Client Lenders

Rouse Bonds Prepetition New York Life Investment May Be Related to Current Indentures Trustees and Management, LLC Client Known Bondholders

Nordstrom Significant Tenant Related to Current Client

Lessor; Representative Nordstrom, Inc. Related to Current Client Tenants

Other Prepetition Secured Northwestern Mutual Related to Current Client Credit Agents and Lenders

Northwestern Mutual Life Insurance Other Prepetition Secured Affiliate Related to Current Company Credit Agents and Lenders Client

Rouse Bonds Prepetition Affiliate May Be Related to Onex Credit Partners, LLC Indentures Trustees and Current Client; Affiliate May Known Bondholders be Related to Former Client

Other Prepetition Secured Affiliate Related to Current Principal Financial Group, Inc. Credit Agents and Lenders Client

2006 Loan Agreement Affiliate Related to Former Putnam Asset Allocation Fund Prepetition Agents and Client Lenders

NY2:\1969689\35\167TL35!.DOC\47658.0007 7

Matched Entity Relationship to Debtors Relationship to WG&M

2006 Loan Agreement Affiliate Related to Former Putnam Asset Allocation Funds Prepetition Agents and Client Lenders

2006 Loan Agreement Affiliate Related to Former Putnam Bank Loan Fund (Cayman) Prepetition Agents and Client Lenders

2006 Loan Agreement Affiliate Related to Former Putnam Diversified Income Trust Prepetition Agents and Client Lenders

2006 Loan Agreement Affiliate Related to Former Putnam Floating Rate Income Fund Prepetition Agents and Client Lenders

2006 Loan Agreement Affiliate Related to Former Putnam High Yield Advantage Fund Prepetition Agents and Client Lenders

2006 Loan Agreement Related to Former Client; Putnam High Yield Trust Prepetition Agents and Affiliate Related to Former Lenders Client

2006 Loan Agreement Affiliate Related to Former Putnam Master Intermediate Income Prepetition Agents and Client Lenders

2006 Loan Agreement Affiliate Related to Former Putnam Premier Income Trust Prepetition Agents and Client Lenders

2006 Loan Agreement Affiliate Related to Former Putnam Variable Trust Prepetition Agents and Client Lenders

2006 Loan Agreement Affiliate Related to Former Putnam Variable Trust-PVT Diversi Prepetition Agents and Client Lenders

NY2:\1969689\35\167TL35!.DOC\47658.0007 8

Matched Entity Relationship to Debtors Relationship to WG&M

2006 Loan Agreement Affiliate Related to Former Putnam Variable Trust-PVT High Prepetition Agents and Client Lenders

2006 Loan Agreement Affiliate May Be Related to Qualcomm Global Trading Inc. Prepetition Agents and Current Client Lenders

2006 Loan Agreement May Be Affiliate of Current Raymond James Bank, FSB Prepetition Agents and Client Lenders

Rouse Bonds Prepetition May Be Affiliate of Current Raymond, James & Associates, Inc. Indentures Trustees and Client Known Bondholders

Rouse Bonds Prepetition Indentures Trustees and May Be Affiliate of Current RBC Capital Markets Corporation Known Bondholders; Client Underwriting Investment Bankers for Debtor's Bonds

2006 Loan Agreement May Be Affiliate of Current Sandelman Partners CRE CDO 1 Ltd. Prepetition Agents and Client Lenders

Sandelman Partners CRE CDO I, Other Prepetition Secured May Be Affiliate of Current Ltd. Credit Agents and Lenders Client

Underwriting Investment May Be Affiliate of Current Scotia Capital (USA) Inc. Bankers for Debtor's Bonds Client

Rouse Bonds Prepetition Affiliate May Be Related to SEI Private Trust Ccompany Indentures Trustees and Former Client Known Bondholders

Affiliate May Be Related to Shoppers Food And Pharmacy Representative Tenants Current Client

NY2:\1969689\35\167TL35!.DOC\47658.0007 9

Matched Entity Relationship to Debtors Relationship to WG&M

May Be Affiliate of Current Litigation Parties and Parties Client; Affiliate May Be Skanska USA Building, Inc. Which May Assert Claims Related to Current and Against the Debtors Former Clients

Third Party Partners and Members of LLC, Partnership Affiliate May Be Related to Stichting Pension Funds ABP and Joint Venture Debtor and Former Client Non-Debtor Affiliates

2006 Loan Agreement May Be Affiliate of Current Stone Tower CLO VI Ltd. Prepetition Agents and Client Lenders

Rouse Bonds Prepetition May Be Affiliate of Current TD Ameritrade Clearing Inc. Indentures Trustees and Client Known Bondholders

Rouse Bonds Prepetition TD Asset Management USA Inc. May Be Affiliate of Current Indentures Trustees and Client Known Bondholders

Rouse Bonds Prepetition TD Bank (The) Indentures Trustees and May Be Current Client Known Bondholders

Litigation Parties and Parties May Be Related to Current Teresa Barrett Which May Assert Claims Client Against the Debtors

Affiliate Related to Current The Neiman Marcus Group, Inc. Representative Tenants Client

Urban Land Institute Affiliation of Officers & May Be Related to Current Directors Client

Affiliation of Officers & May Be Related to Current Urban Land Institute (ULI) Directors Client

2006 Loan Agreement Affiliate Related to Current Wachovia Bank – Institutional Prepetition Agents and Client; Affiliate May Be Lenders Related to Former Client

NY2:\1969689\35\167TL35!.DOC\47658.0007 10

Matched Entity Relationship to Debtors Relationship to WG&M

2006 Loan Agreement Related to Current Client; Prepetition Agents and Affiliate Related to Current Wachovia Bank National Association Lenders; 2008 Loan Client; Affiliate May Be Agreement Prepetition Agents Related to Former Client and Lenders

2006 Loan Agreement Prepetition Agents and Related to Current Client; Lenders; 2008 Loan Wachovia Bank, National Affiliate Related to Current Agreement Prepetition Agents Association Client; Affiliate May Be and Lenders; Other Related to Former Client Prepetition Secured Credit Agents and Lenders

Litigation Parties and Parties Affiliate May Be Related to Wal-Mart Real Estate Business Trust Which May Assert Claims Current and Former Clients Against the Debtors

Zell/Lurie Real Estate Center at the Affiliation of Officers & May Be Related to Current Wharton School Directors Client

NY2:\1969689\35\167TL35!.DOC\47658.0007 11

Exhibit 4

Account Summary of Payments

Fee Advance Date Transaction Amount Balance Fee advance received by WG&M via wire transfer from General Growth Properties, 12/31/2008 Inc. (Initial) $1,250,000.00 $1,250,000.00 Invoice Number: 10356710. Fee advance amount drawn down based on services performed from the period through 12/31/08. This amount represents the fees and expenses associated with all such services, including fees and expenses already recorded in WG&M’s billing 1/9/2009 system. $1,167,227.51 $82,772.49 Fee advance received by WG&M via wire transfer from General Growth Properties, 1/16/2009 Inc. $1,167,227.51 $1,250,000.00 Invoice Number: 10357629. Fee advance amount drawn down based on services performed from the period through 1/07/09. This amount represents the fees and expenses associated with all such services, including fees and expenses already recorded in WG&M’s billing 1/23/2009 system. $1,121,228.63 $128,771.37 Fee advance received by WG&M via wire transfer from General Growth Properties, 1/27/2009 Inc. $1,121,228.63 $1,250,000.00 Invoice Number: 10359035. Fee advance amount drawn down based on services performed from the period through 1/14/09. This amount represents the fees and expenses associated with all such services, including fees and expenses already recorded in WG&M’s billing 1/28/2009 system. $1,067,439.66 $182,560.34 Fee advance received by WG&M via wire transfer from General Growth Properties, 1/29/2009 Inc. $1,067,439.66 $1,250,000.00

NY2:\1969689\35\167TL35!.DOC\47658.0007

Fee Advance Date Transaction Amount Balance Invoice Number: 10359193. Fee advance amount drawn down based on services performed from the period through 1/22/09. This amount represents the fees and expenses associated with all such services, including fees and expenses already recorded in WG&M’s billing 1/31/2009 system. $1,173,525.20 $76,474.80 Fee advance received by WG&M via wire transfer from General Growth Properties, 2/11/2009 Inc. $1,173,525.20 $1,250,000.00 Invoice Number: 10359947. Fee advance amount drawn down based on services performed from the period through 1/31/09. This amount represents the fees and expenses associated with all such services, including fees and expenses already recorded in WG&M’s billing 2/12/2009 system. $1,134,370.52 $115,629.48 Fee advance received by WG&M via wire transfer from General Growth Properties, 2/19/2009 Inc. $1,134,370.52 $1,250,000.00 Invoice Number: 10361149. Fee advance amount drawn down based on services performed from the period through 2/07/09. This amount represents the fees and expenses associated with all such services, including fees and expenses already recorded in WG&M’s billing 2/26/2009 system. $502,138.33 $747,861.67 Fee advance received by WG&M via wire transfer from General Growth Properties, 3/4/2009 Inc. $502,138.33 $1,250,000.00 Invoice Number: 10361150. Fee advance amount drawn down based on services performed from the period through 2/14/09. This amount represents the fees and expenses associated with all such services, including fees and expenses already recorded in WG&M’s billing 3/4/2009 system. $629,531.21 $620,468.79 Fee advance received by WG&M via wire transfer from General Growth Properties, 3/10/2009 Inc. $1,900,000.00 $2,520,468.79

NY2:\1969689\35\167TL35!.DOC\47658.0007 2

Fee Advance Date Transaction Amount Balance Invoice Number: 10362231. Fee advance amount drawn down based on services performed from the period through 3/6/09. This amount represents the fees and expenses associated with all such services, including fees and expenses already 3/11/2009 recorded in WG&M’s billing system. $1,727,198.12 $793,270.67 Fee advance received by WG&M via wire transfer from General Growth Properties, 3/12/2009 Inc. $629,531.21 $1,422,801.88 Invoice Number: 10363074. Fee advance amount drawn down based on services performed from the period through 3/13/09. This amount represents the fees and expenses associated with all such services, including fees and expenses already recorded in WG&M’s billing system. ($10K was credited to client on 3/13/2009 this bill) $1,214,287.99 $208,513.89 Fee advance received by WG&M via wire transfer from General Growth Properties, 3/19/2009 Inc. $2,500,000.00 $2,708,513.89 Invoice Number: 10364694. Fee advance amount drawn down based on services performed from the period through 3/20/09. This amount represents the fees and expenses associated with all such services, including fees and expenses already recorded in WG&M’s billing 3/24/2009 system. $800,559.55 $1,907,954.34 Fee advance received by WG&M via wire transfer from General Growth Properties, 3/27/2009 Inc. $500,000.00 $2,407,954.34 Invoice Number: 10365548. Fee advance amount drawn down based on services performed from the period through 3/27/09. This amount represents the fees and expenses associated with all such services, including fees and expenses already recorded in WG&M’s billing 3/31/2009 system. $1,142,124.98 $1,265,829.36 Fee advance received by WG&M via wire transfer from General Growth Properties, 4/3/2009 Inc. $1,142,124.98 $2,407,954.34

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Fee Advance Date Transaction Amount Balance Invoice Number: 10366314. Fee advance amount drawn down based on services performed from the period through 4/03/09. This amount represents the fees and expenses associated with all such services, including fees and expenses already recorded in WG&M’s billing 4/13/2009 system. $1,012,134.06 $1,395,820.28 Fee advance received by WG&M via wire transfer from General Growth Properties, 4/13/2009 Inc. $1,012,134.06 $2,407,954.34 Invoice Number: 10366532. Fee advance amount drawn down based on services performed from the period through 4/15/09. This amount represents the fees and expenses associated with all such services, including fees and expenses already recorded in WG&M’s billing 4/16/2009 system. $1,535,133.27 $872,821.07

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Exhibit C

Proposed Order

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------x : In re : Chapter 11 Case No. : GENERAL GROWTH : 09 - ______( ) PROPERTIES, INC., et al. , : : (Joint Administration Requested) Debtors. : ------x

ORDER PURSUANT TO SECTIONS 327(a) AND 328(a) OF THE BANKRUPTCY CODE AND RULE 2014(a) OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE AUTHORIZING THE EMPLOYMENT AND RETENTION OF WEIL,GOTSHAL & MANGES LLP AS ATTORNEYS FOR THE DEBTORS

Upon the application, dated April 16, 2009 (the “ Application ”) 1 of South Street

Seaport Limited Partnership, its ultimate parent, General Growth Properties, Inc. (“ GGP ”), and their debtor affiliates, as debtors and debtors in possession (collectively, “ General Growth ” or the “ Debtors ”), pursuant to sections 327(a) and 328(a) of title 11 of the United States Code (the

“Bankruptcy Code ”) and Rule 2014(a) and 2016(b) of the Federal Rules of Bankruptcy

Procedure (the “ Bankruptcy Rules ”), requesting authority to employ and retain Weil, Gotshal &

Manges LLP (“ WG&M ”) as their attorneys, effective as of the commencement of these cases, under a general retainer, all as more fully set forth in the Application; and upon consideration of the Affidavit of Gary T. Holtzer, Esq., a member of WG&M, dated April 16, 2009 (the “ Holtzer

Affidavit ”); and the Court being satisfied, based on the representations made in the Application and the Holtzer Affidavit, that WG&M represents or holds no interest adverse to the Debtors or their estates and is disinterested under section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code, all as more fully described in the Application; and the

1 Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Application.

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Court having jurisdiction to consider the Application and grant the requested relief in accordance with 28 U.S.C. §§ 157 and 1334 and the Standing Order M-61 Referring to Bankruptcy Judges for the Southern District of New York Any and All Proceedings Under Title 11, dated July 10,

1984 (Ward, Acting C.J.); and consideration of the Application being a core proceeding pursuant to 28 U.S.C. § 157(b); and venue being proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and the Debtors having provided notice of the Application and Hearing (as defined below) to o trustee, examiner, or statutory creditors’ committee has been appointed in these

Chapter 11 Cases. The Debtors have served notice of this Application on: (i) the Office of the

United States Trustee for the Southern District of New York (Attn: Greg M. Zipes); (ii) the

Securities and Exchange Commission; (iii) the Internal Revenue Service; (iv) EuroHypo AG,

New York Branch, administrative agent for the lenders to certain of the Debtors under (a) the

Second Amended and Restated Credit Agreement dated as of February 24, 2006 and (b) the Loan

Agreement, dated as of July 11, 2008, as amended; (v) Deutsche Bank Trust Company Americas, as administrative agent for the lenders to certain of the Debtors under certain Loan Agreements, dated as of January 2, 2008 and February 29, 2009, respectively; (vi) Goldman Sachs Mortgage

Company, as administrative agent for the lenders to certain of the Debtors under the Amended and Restated Credit Agreement, dated as of November 3, 2008; (vii) Wilmington Trust, FSB, as indenture trustee under (a) that certain Indenture, dated as of May 5, 2006, and (b) that certain

Indenture, dated as of April 16, 2007; (viii) LaSalle Bank National Association and Wilmington

Trust, FSB, 2 as indenture trustee under that certain Junior Subordinated Indenture, dated as of

2 Wilmington Trust, FSB recently entered into an agreement pursuant to which it will assume the indenture trustee assignments of LaSalle Bank National Association. As of the Commencement Date, the trustee assignment with respect to this indenture has not yet been transferred to Wilmington Trust, FSB; however, Wilmington Trust, FSB will succeed LaSalle Bank National Association as indenture trustee for this series of notes upon the transfer of the trustee assignment.

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February 24, 2006; (ix) The Bank of New York Mellon Corporation, as indenture trustee under that certain Indenture, dated as of February 24, 1995; and (x) those creditors holding the 100 largest unsecured claims against the Debtors’ estates (on a consolidated basis); and the Court having held a hearing to consider the requested relief (the “ Hearing ”); and upon the

Declarations, the record of the Hearing, and all of the proceedings before the Court, the Court finds and determines that the requested relief is in the best interests of the Debtors, their estates, creditors, and all parties in interest; the Debtors have provided due and proper notice of the

Application and Hearing and no further notice is necessary; the legal and factual bases set forth in the Application establish just and sufficient cause to grant the requested relief herein; and therefor, it is

ORDERED that the Application is approved; and it is further

ORDERED that pursuant to sections 327(a) and 328(a) of the Bankruptcy Code, the Debtors’ retention of WG&M as their attorneys under a general retainer in accordance with

WG&M’s normal hourly rates and disbursement policies as set forth in the WG&M Affidavit is approved nunc pro tunc to the Commencement Date; and it is further

ORDERED that WG&M shall apply for compensation and reimbursement in accordance with the procedures set forth in sections 330 and 331 of the Bankruptcy Code, applicable provisions of the Bankruptcy Rules, the Local Bankruptcy Rules for the Southern

District of New York, the guidelines established by the Office of the United States Trustee, and such other procedures as may be fixed by order of this Court; and it is further

ORDERED that notice of the Application as provided herein shall be deemed good and sufficient notice of the Application; and it is further

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ORDERED that this Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation, interpretation and/or enforcement of this

Order.

Dated: ______, 2009 New York, New York

UNITED STATES BANKRUPTCY JUDGE

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