KIRKLAND & ELLIS LLP 300 North LaSalle , Ilinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 James H.M. Sprayregen, P.C. Anup Sathy, P.C. (pro hac vice pending)

Proposed Co-Attorneys for Certain Subsidiary Debtors and Debtors in Possession

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF ------x

In re Chapter 11 Case No.

GENERAL GROWTH 09 - ( ) PROPERTIES, INC., et aI., (Joint Administration Requested) Debtors. ------x

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-ATTORNEYS FOR THE DEBTORS NUNC PRO

TUNC TO THE COMMENCEMENT DATE

TO THE HONORABLE BANKRUPTCY JUDGE:

The above-captioned debtors other than the Specified Debtors (as defined herein),

as debtors and debtors in possession (collectively, the "Debtors"), i submit this application (the

"Application") for the entry of an order, substantially in the form attached hereto as

Exhibit "B", to employ and retain Kirkland & Ellis LLP ("K&E") as their co-attorneys effective

i 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".

K&E i 4235536. nunc pro tunc to the Commencement Date (as defined herein). In support ofthis Application, the

Debtors submit the Declaration of James H.M. Sprayregen, P.C., a partner at K&E (the

"Sprayregen Declaration"), which is attached hereto as Exhibit "C". In further support of this

Application, the Debtors respectfully state as follows.

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 Bankptcy Code. Contemporaneously herewith, the Debtors filed a motion

seeking joint administration oftheir chapter 11 cases pursuant to Rule 1015(b) of the Federal

Rules of Bankptcy Procedure (the "Bankruptcy Rules").

II.

THE DEBTORS' BUSINESS

2. General Growth Properties, Inc. is a publicly-traded real estate investment trust ("REIT") headquartered in Chicago, Ilinois. General Growth Properties, Inc., along with its approximately 750 debtor and non-debtor subsidiaries and affiliates (collectively, the

"GGP Group")2 comprise one ofthe largest REITs in the United States, measured by the number of shopping centers it owns and manages. General Growth

Properties, Inc. is the general partner of GGP Limited Parnership ("GGP LP"), which is the

2 GGP owns 96% of GGP LP, and outside parties hold the remaining 4 percent. Consequently, while the Debtors refer to subsidiares 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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K&E 14235536. entity through which substantially all ofthe GGP Group's business is conducted. GGP LP, in turn, owns or controls, directly or indirectly, GGPLP L.L.C., L.P., and

General Growth Management, Inc. Each ofGGP LP, GGPLP L.L.C. and The Rouse Company

L.P. are debtors in these chapter 11 cases. General Growth Management, Inc. is a non-Debtor affiliate which 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.

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: (a) 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 (b) Master Planned Communities, which includes the development and sale of land, primarily in large-scale, long-term community development projects. The net operating income ("NO I") for GGP's Retail and Other segment was $2.59 bilion 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 milion in 2008.

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K&E 14235536. 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 milion square feet of space and contain over 24,000 retail stores, department stores, restaurants, and other amenities.

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, , maintenance costs, security costs, and other general operating expenses. Many ofthe 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 General Growth Management, Inc. 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.

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K&E 14235536. 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, ; Summerlin, ; and

Houston, . These communities contain approximately 18,500 saleable acres ofland. 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 segment's revenue is generated primarily from the sale of improved land to homebuilders and commercial developers.

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 bilion in total liabilities

(including the GGP Group's proportionate share of joint venture indebtedness). Of the $27.3 billon in total liabilities, $24.85 billion represents the aggregate consolidated outstanding indebtedness of consolidated entities, which includes $6.58 bilion in unsecured, recourse indebtedness and $18.27 bilion in debt secured by properties. For 2008, the GGP Group reported consolidated revenue of approximately $3.4 bilion and net cash from operating activities of$555.6 milion. The GGP Group employs approximately 3,700 people. Additional information regarding the Debtors' businesses, , and the circumstances leading to the filing ofthese chapter 11 cases are set forth in the supporting declarations (collectively, the

"Declarations") filed on the Commencement Date, including the Declaration of James A.

Mesterharm Pursuant to Local Bankptcy Rule 1007-2 (the "First Dav Declaration"), which are incorporated by reference herein.

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K&E 14235536. 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.

RELIEF REQUESTED

10. By this Application, the Debtors seek the entry of an order pursuant to sections 327(a) and 330 ofthe Bankptcy Code, Bankptcy Rules 2014(a) and 2016, and Rules

2014-1 and 2016-1 of the Local Bankptcy Rules for the Southern District of New York (the

"Local Bankruptcy Rules") authorizing the employment and retention of K&E as their co-attorneys in accordance with the terms and conditions set forth in that certain engagement

letter between GGPLP L.L.c., one of the above-captioned Debtors, and K&E, dated as of

December 28,2008 (the "En2a2ement Letter"), a copy of which is attached as Exhibit "1" to

Exhibit "B" attached hereto and incorporated herein by reference.

11. The Debtors have also filed an application to retain and employ W eil,

Gotshal & Manges LLP ("WG&M") as their co-attorneys pursuant to sections 327(a) and 330 of the Bankruptcy Code, Bankrptcy Rules 2014(a) and 2016, and Local Bankruptcy Rules 2014-1

and 2016-1. Subject to the Court's approval, and as set forth more fully below, WG&M will also serve as exclusive attorneys to the Specified Debtors. K&E and WG&M have established specific process management tools to ensure full coordination between WG&M and K&E, including, among other things, use of a single "work-in-progress" mechanism to track all restructuring-related tasks, project tracking chars and frequent conference calls between the

6

K&E 14235536. Debtors, WG&M, and K&E to report on existing work streams and develop new work streams as the Debtors' facts or circumstances may reasonably require.

A. Retention of K&E

12. The Debtors seek to retain K&E because ofK&E's recognized expertise and extensive experience and knowledge in the field of debtors' protections, creditors' rights, and business reorganizations under chapter 11 of the Bankruptcy Code. K&E has been actively involved in major chapter 11 cases and has represented debtors in many cases, including, among others: In re Charter Commc'ns. Inc., Case No. 09-11435 (Bank. S.D.N.Y. April 15, 2009); In re Masonite Corp., Case No. 09-10844 (Bank. D. DeL. April 14,2009); In re Chemtura Corp.,

Case No. 09-11233 (Bankr. S.D.N.Y. Mar. 18,2009) (retention application pending); In re

Tronox Inc., Case No. 09-10156 (Bank. S.D.N.Y. Feb. 6,2009); In re Portola Packaging. Inc.,

Case No. 08-12001 (Bankr. D. DeL. Sept. 22, 2008); In re Hines Horticulture. Inc.. Case No.

08-11922 (Bank. D. DeL. Sep. 10,2008); In re Pierre Foods. Inc., Case No. 08-11480 (Bank.

D. DeL. Aug. 13,2008); In re ACG Holdings. Inc., Case No. 08-11467 (Bank. D. DeL.

Aug. 12,2008); In re Tropicana Entm't. LLC, Case No. 08-10856 (Bankr. D. DeL.

May 30,2008); In re Kimball HilL Inc., Case No. 08-10095 (Bank. N.D. IlL. May 13, 2008); In re Wellman. Inc., Case No. 08-10595 (Bank. S.D.N.Y. Mar. 19,2008); In re Leiner Health

Prods.. Inc., Case No. 08-10446 (Bank. D. DeL. Mar. 12,2008); In re DJK ResidentiaL Inc.,

Case No. 08-10375 (Bankr. S.D.N.Y. Feb. 26, 2008); In re Movie Gallery. Inc., Case No. 07-

33486 (Bankr. E.D. Va. Oct. 22, 2007); In re Dura Auto. Sys.. Inc., Case No. 06-11202 (Bank.

D. DeL. Nov. 20, 2006); In re Musicland Holding Corp., Case No. 06-10064 (Bank. S.D.N.Y.

Feb. 21, 2006 In re Calpine Corp., Case No. 05-60200 (Bank. S.D.N.Y. Jan. 25, 2006); In re

Tower Auto., Inc., Case No. 05-10578 (Ban. S.D.N.Y. Mar. 5,2005); In re NRG Energy. Inc.,

7

K&E 14235536. Case No. 03-13024 (Bankr. S.D.N.Y. June 2, 2003); In re Cornerstone Propane L.P., Case No.

04-13856 (Bank. S.D.N.Y. June 24,2004); In re Solutia Inc., Case No. 03-17949 (Bank.

S.D.N.Y. Mar. 11,2005).

13. Not only does K&E have significant expertise with representing chapter 11 debtors in general, but K&E has developed particular expertise with the Debtors' businesses and many of the legal issues that the Debtors wil encounter in these chapter 11 cases.

Since K&E was retained as the Debtors' co-attorneys in late December 2008, K&E has been working with the Debtors and their advisors to understand the Debtors' day-to-dayoperations, corporate structure, cash flows, and debt obligations. K&E has committed a significant level of resources and devoted thousands of working hours to this process. As a result, K&E has become intimately familiar with the GGP Group's numerous properties and their affiliated entities, including the financial and corporate governance issues unique to each entity and how such entities are integrated into the GGP Group's complex corporate structure and overall restructuring strategy.

14. Among other things, K&E has analyzed certain aspects of more than 200 loan agreements arising from the Debtors' mortgage level debt. In particular, this review encompassed the Debtors' various loan agreements connected with their more than 100 commercial mortgage-backed securities transactions and the various pooling and servicing agreements associated with those loans (including the relevants rights, remedies, and events of default and other provisions arising from each agreement). K&E has also begun developing strategies with respect to the long-term considerations for the Debtors' project level assets and undertaken a comprehensive review of the organizational documents relevant to each entity.

8

K&E 14235536. And, throughout this time, K&E has been coordinating all aspects of this representation with their co-attorneys, WG&M.

15. Consistent with these efforts, and at the Debtors' direction, K&E has concentrated its strategic focus on four key areas: (a) assisting the Debtors and their advisors with understanding the complexities of the approximately 100 commercial mortgage-backed securities transactions (involving more than $10 billon dollars in secured indebtedness) in which the Debtors have participated; (b) advising the Debtors with respect to various corporate governance issues at many ofthe project entities within the GGP Group's corporate structure;

(c) legal diligence and analysis with respect to the Debtors' project level subsidiaries; and

(d) developing aspects of a restructuring strategy for the Debtors' project level assets and mortgage level indebtedness. During this time, K&E has also established a close working relationship with the Debtors' other advisors, including with respect to the various project level issues that wil be handled by WG&M.

16. Having worked closely with K&E over the last few months to prepare the

Debtors for chapter 11, the Debtors have become comfortable with K&E and its restructuring approach. Accordingly, the Debtors believe that K&E is both well-qualified and uniquely able to represent them in these chapter 11 cases in an efficient and timely manner. Given the prohibitive amount oftime and expense necessary to replicate K&E's comprehensive familiarity with the

Debtors' individual affiliates and their respective restructuring needs, the Debtors believe they would be substantially prejudiced by their inability to retain K&E as their co-attorneys as provided herein.

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K&E 14235536. B. Scope of Services

17. Subject to the Court's approval, K&E and WG&M wil be retained as co-attorneys to the Debtors, and WG&M wil serve as exclusive attorneys to the Specified

Debtors. The Debtors are extremely mindful of the need to avoid any duplication of services provided by their attorneys. As noted above, K&E and WG&M 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 wil continue to utilize the coordinated services provided by K&E and WG&M following the Commencement Date.

18. Specifically, WG&M wil advise the Debtors and the Specified Debtors 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); (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.

19. K&E wil advise the Debtors on (a) fiing 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

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.

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K&E 14235536. Facility), including issues and restructuring alternatives relating to commercial mortgage-backed

securties; and (e) their plan of reorganization relating to project level issues and mortgage level indebtedness.4 Relevant confirmation issues would be addressed by K&E and WG&M in a manner consistent with their respective responsibilities, as set forth above.

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

Debtors request that K&E 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 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. K&E's Disinterestedness

21. To the best of the Debtors' knowledge and as disclosed herein and based upon the Sprayregen Declaration, the Debtors submit that: (a) K&E is a "disinterested person"

within the meaning of section 101(14) ofthe Bankrptcy Code, as required by section 327(a) of the Banruptcy Code, and does not hold or represent an interest adverse to the Debtors' estates;

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

11

K&E 14235536. and (b) K&E has no connection to the Debtors, their creditors, or their related paries except as may be disclosed in the Sprayregen Declaration.

22. As described more fully in the Sprayregen Declaration, General Growth

Properties, Inc. and certain affiliates of General Growth Properties, Inc. are defendants in civil litigation currently pending before the Circuit Court of Cook County, Ilinois, captioned Center

Partners. Ltd.. et. al v. Urban Shopping Centers. L.P. et. aI., Case No. 04 L 012194 (Il. Cir. Ct.)

(the "State Court Liti2ation"). K&E represents the plaintiffs on behalf of their beneficial owner, JMB Realty Corp. ("JMB Realty"), in the State Court Litigation. Among the 16 separate defendants named in the State Court Litigation, four debtors in the above-captioned bankptcy cases are defendants in the State Court Litigation: Rouse LLC, The Rouse Company, L.P.,

GGP LP, and General Growth Properties, Inc. (collectively, the ..Specifed Defendants"). Other defendants include affliates of Westfield America and .4

23. K&E does not and wil not represent the Specified Defendants. WG&M wil serve as exclusive attorneys to the Specified Defendants. As such, the Debtors respectfully submit that K&E's continued representation of JMB Realty in the State Court Litigation does not give rise to an adverse interest under the Bankptcy Code, the Bankptcy Rules, or the Local

4 The 16 defendants named in the State Cour Litigation, including debtors in the above-captioned bankptcy cases, are: Urban Shopping Centers LP; General Growth Properties, Inc.; GGP LP; Rouse LLC; Growth Head GP, LLC; Head Acqusition L.P.; The Rouse Company L.P.; The Rouse Company; Rouse-Urban LLC; Simon Property Group Inc.; Simon Property Group LP; SPG Head GP LLC; TRCGP, Inc.; Westfield America Inc.; Westfield America Ltd. Partnership; and Westfield America Trust. Seven defendants are completely unaffiiated with, and are unrelated to, the GGP Group: Growth Head GP LLC; Simon Property Group Inc.; Simon Property Group LP; SPG Head GP LLC; Westfield America Inc.; Westfield America Ltd. Partnership; and Westfield America Trust. Thee defendants are affiiated with the GGP Group but are not debtors: Urban Shopping Centers LP; Head Acquisition LP; and Rouse-Urban LLC. Two defendants, The Rouse Company and TRCGP, Inc., were formerly affiliates of the GGP Group. The Rouse Company was merged into The Rouse Company L.P. pursuant to the GGP Group's November 2004 acquisition of The Rouse Company; TRCGP, Inc. merged into TRCGP, LLC in November 2004, which was subsequently dissolved in February 2008.

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K&E 14235536. Banptcy Rules. The Debtors do not believe this representation affects K&E's disinterestedness given that K&E does not represent an interest adverse to any Debtor represented by K&E. Moreover, and out of an abundance of caution, K&E wil not represent two other entities that have direct or indirect ownership interests in certain of the Specified

Defendants to further separate any Debtor from the State Court Litigation.5 In total, only six of the almost 400 debtors in these chapter 11 cases are Specified Debtors, and none of these six entities wil be represented by K&E. Moreover, as set forth in the Sprayregen Declaration, K&E has implemented formal screening protocols to preserve the confidentiality of client communications and information. As a result, the Debtors respectfully submit that their retention of K&E as co-attorneys satisfies the requirements of the Banptcy Code, the

Bankrptcy Rules, and the Local Bankptcy Rules while preserving the Debtors' access to experienced counsel, paricularly given the size and scale of these chapter 11 cases. See In re

Diva Jewelry Design. Inc., 367 B.R. 463, 477 (Bank. S.D.N.Y. 2007) (Gerber, J.) C.Only in the rarest of cases should the trustee be deprived of the privilege of selecting his own counseL."

(quoting In re Condesco. Inc., 18 B.R. 997, 999 (Bank. S.D.N.Y. 1982)).

24. K&E wil periodically review its files during the pendency of these chapter 11 cases to ensure that no conflicts or other disqualifyng circumstances exist or arise. If any new relevant facts or relationships are discovered or arise, K&E wil use reasonable efforts to identify such further developments and will file promptly a supplemental declaration, as required by Bankruptcy Rule 2014(a).

5 These two entities are: (a) The Rouse Company Operating Partnership LP, which is a direct owner of Rouse-Urban LLC (a Specified Defendant) and a subsidiary of The Rouse Company L.P. (a

Specified Defendant); and (b) The Rouse Company BT, LLC, which is an indirect owner of Rouse-Urban

LLC (a Specified Defendant) and a subsidiary of Rouse LLC (a Specified Defendant) (collectively, with the Specified Defendants, the ..Specified Debtors").

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K&E 14235536. D. Professional Compensation

25. As set forth in and based upon the Sprayregen Declaration, K&E intends to apply for compensation for professional services rendered and reimbursement of expenses incurred in connection with the Debtors' chapter 11 cases, subject to the Court's approval and in compliance with applicable provisions of the Bankptcy Code, the Banptcy Rules, the Local

Bankptcy Rules, guidelines established by the Office of the United States Trustee for the

Southern District of New York (the ..U.S. Trustee"), and any other applicable procedures and orders of the Court, on an hourly basis. The hourly rates and corresponding rate strcture to be utilized by K&E in these chapter 11 cases are essentially equivalent to the hourly rates and corresponding rate structure used by K&E for restructuring, workout, bankruptcy, insolvency, and comparable matters, as well as similar complex corporate, securities, and litigation matters whether in court or otherwise, regardless of whether a fee application is required.

26. As set forth in and based upon the Sprayregen Declaration, K&E operates in a dynamic, national marketplace for legal services in which rates are driven by multiple factors relating to the individual lawyer, his or her area of specialization, the firm's expertise, performance, and reputation, the nature of the work involved, and other factors. Because the sub-markets for legal services are fragmented and are affected by a variety of individualized and interdependent factors, K&E has no one rate for an individual biler that applies to all matters for all clients. K&E rates for an individual biler may vary as a function of the type of matter, geographic factors, the nature of certain long-term client relationships, and various other factors, including those enumerated above.

27. As set forth in and based upon the Sprayregen Declaration, K&E's hourly rates are set at a level designed to compensate K&E for the work of its attorneys and paralegals

14

K&E 14235536. and to cover fixed and routine overhead expenses. Hourly rates vary with the experience and

seniority of the individuals assigned. These hourly rates are subject to periodic adjustments to reflect economic and other conditions and are consistent with the rates charged elsewhere. In particular, K&E's current hourly rates for matters related to these chapter 11 cases range as follows:6

Billig Category Range Partners $550 - $965 Of Counsel $390 - $965 Associates $320 - $660 Paraprofessionals $120 - $280

28. The following professionals are presently expected to have primary responsibility for providing services to the Debtors: James H.M. Sprayregen, P.C. and Anup

Sathy, P .C. In addition, and as necessary, other K&E professionals and paraprofessionals will provide services to the Debtors.

29. As set forth in and based upon the Sprayregen Declaration, it is K&E's policy to charge its clients in all areas of practice for identifiable, non-overhead expenses incurred in connection with the client's case that would not have been incurred except for representation ofthat particular client. It is also K&E's policy to charge its clients only the amount actually incurred by K&E in connection with such items. Examples of such expenses include postage, overnight mail, courier delivery, transportation, overtime expenses, computer assisted legal research, photocopying, outgoing facsimile transmissions, airfare, meals, and lodging.

6 For professionals and paraprofessionals residing outside the U.S., hourly rates are biled in the applicable foreign curency. When biling a U.S. entity, such foreign rates are converted into U.S. dollars at the then-applicable conversion rate. After converting these foreign rates into U.S. dollars, it is possible that certain biling rates may exceed the biling ranges set forth herein.

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K&E 14235536. 30. As set forth in and based upon the Sprayregen Declaration, to ensure compliance with all applicable deadlines in these chapter 11 cases, from time to time K&E utilizes the services of overtime secretares. K&E charges fees for these services pursuant to the

Engagement Letter, which permits K&E to bil the Debtors for overtime secretarial charges that arise out of business necessity. In addition, K&E professionals also may charge their overtime meals and overtime transportation to the Debtors consistent with prepetition practices.

31. As set forth in and based upon the Sprayregen Declaration, K&E currently charges between $0.10 and $0.15 per page for standard duplication in its offices in the United

States. K&E does not charge its clients for facsimile transmissions. K&E has negotiated a discounted rate for Westlaw computer assisted legal research. Computer assisted legal research is used whenever the researcher determines that using Westlaw is more cost effective than using traditional (non-computer assisted legal research) techniques.

32. K&E has received a retainer as disclosed in the Sprayregen Declaration for its prepetition and postpetition services rendered and expenses incurred on behalf ofthe

Debtors. To date, K&E has received the amounts set forth in the Sprayregen Declaration from the Debtors as compensation for professional services performed in the ninety days before the

Commencement Date and for the reimbursement of reasonable and necessary expenses incurred in connection therewith. Notably, all such amounts were paid to K&E to ensure the maintenance

of its retainer. As of the Commencement Date, the Debtors do not owe K&E any amounts for legal services rendered before the Commencement Date.

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K&E 14235536. v. NOTICE

33. No trustee, examiner, or statutory creditors' committee has been appointed

in these chapter 11 cases. The Debtors have served notice ofthis Motion on: (a) the Office of the

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

Securities and Exchange Commission; (c) the Internal Revenue Service; (d) EuroHypo AG, New

York Branch, administrative agent for the lenders under (i) the Second Amended and Restated

Credit Agreement dated as of February 24,2006 and (ii) the Loan Agreement, dated as of July

11, 2008, as amended; ( e) Deutsche Bank Trust Company Americas, as administrative agent for

the lenders under certain Loan Agreements, dated as of November 28, 2008; (f) Goldman Sachs

Mortgage Company, as administrative agent for the lenders under the Amended and Restated

Credit Agreement, dated as of November 3,2008; (g) Wilmington Trust, FSB, as indenture

trustee under (i) that certain Indenture, dated as of May 5, 2006, and (ii) that certain Indenture, dated as of April 16,2007; (h) LaSalle Bank National Association and Wilmington Trust, FSB,7

as indenture trustee under that certain Junior Subordinated Indenture, dated as of February 24,

2006; (i) The Bank of New York Mellon Corporation, as indenture trustee under that certain

Indenture, dated as of February 24, 1995; and (j) those creditors holding the 100 largest unsecured claims against the Debtors' and Specified Debtors' estates (on a consolidated basis).

The Debtors submit that no other or further notice need be provided.

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

17

K&E 14235536. WHEREFORE, for the reasons set forth herein, the Declarations (including the

First Day Declaration) and the Sprayregen Declaration, the Debtors respectfully request that the

Court enter an order, substantially in the form attached hereto as Exhibit "B", (a) authorizing the

Debtors to employ and retain K&E as their co-attorneys effective nunc pro tunc to the

Commencement Date, (b) approving the terms of the Engagement Letter, and ( c) granting such other and further relief as is just and proper.

Date: April 16, 2009 GGPLP, LLC, et al. New York, New York Isl Ronald L. Gem Name: Ronald L. Gern Title: Senior Vice President

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K&E 14235536. EXHIBIT A

DEBTORS

10000 Covington Cross, LLC N/A 10000 West Charleston Boulevard N/A Austin Mall, LLC N/A LLC Bakersfield Mall, Inc. N/A 10 190 Covington Cross, LLC N/A Bakersfield Mall LLC 3084 1120/1140 Town Center Drive, LLC N/A Center Associates Limited 5598 1160/1180 Town Center Drive, LLC N/A Partership 1201-1281 Town Center Drive, LLC N/A Baltimore Center Garage Limited N/A Partership 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 Hilshire Drive, LLC N/A Bay Shore Mall, Inc. N/A

1635 Vilage Centre Circle, LLC N/A Bay Shore Mall Parters 5255 1645 Vilage Center Circle, LLC N/A 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 , LLC N/A , LLC N/A Boise Mall, LLC N/A Center Parkig, LLC N/A Boise Town Square Anchor N/A Acquisition, LLC , LLC N/A Boise Towne Plaza L.L.C. N/A Augusta Mall Anchor Acquisition, N/A Boulevard Associates 7916 LLC 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 BTS Properties L.L.C. N/A * Pursuant to Treasury Regulation section The Burlington Town Center LLC N/A 301.7701-3(b), certain Debtors are disregarded for tax purposes. '"N/ A" indicates that a separate Cache Valley, LLC N/A tax identification number is not required for these Debtors.

K&E 14235536. Caledonian , Inc. N/A Fallbrook Square Parters Century Plaza, Inc. N/A Fallbrook Square Parers L.L.C. N/A Centu 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 Hils Mall L.L.c. N/A Faneuil Hall Marketplace, LLC N/A Chattanooga Mall, Inc. N/A , LLC N/A Chico Mall L.L.C. N/A Fashion Place Anchor Acquisition, N/A LLC Chico Mall, L.P. N/A LLC N/A , LLC N/A Fifty Columbia Corporate Center, N/A Collin Creek Anchor Acquisition, N/A LLC LLC Forty Columbia Corporate Center, N/A , LLC N/A LLC Fox River Shopping Center, LLC N/A L.L.c. N/A , LLC 1736 L.L.C. N/A Franklin Park Mall Company, LLC N/A 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 , LLC N/A Gateway Overlook II Business Trust N/A Countr Hils Plaza, LLC N/A General Growth Properties, Inc.+ 3895 DeerbrookMall, LLC N/A GGP Acquisition, L.L.C. N/A DK Burlington Town Center LLC N/A GGP Ala Moana L.L.C. N/A Eagle Ridge Mall, Inc. N/A GGP Ala Moana Holdings L.L.C. N/A Eagle Ridge Mall, L.P. 1211 GGP American Holdings Inc. N/A Shopping Center L.L.c. N/A GGP American Properties Inc. N/A Eden Prairie Anchor Building L.L.c. N/A GGP General II, Inc. N/A Eden Prairie Mall, Inc. N/A GGP Holding, Inc. 0211 Eden Prairie Mall L.L.C. 1182 GGP Holding II, Inc. 7493 Elk Grove Town Center L.L.C. N/A Elk Grove Town Center, L.P. N/A ER Land Acquisition L.L.c. N/A + Specified Debtor (as defined in the Application).

2

K&E 14235536. GGP Holding Services, Inc. 0219 GGP- Mall Land L.L.c. N/A

GGP Ivanoe II, Inc. N/A GGP-Mall of , L.P. 7204 GGP Ivanoe IV Services, Inc. 6959 GGP-Mint Hil 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-, 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-Nort Point, Inc. N/A GGP Savannah L.L.c. N/A GGP-Nort Point Land L.L.C. N/A GGP Vilage 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- 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-Foothils L.L.c. N/A GGP-Tucson Land L.L.C. N/A GGP-Four Seasons L.L.c. N/A GGP- 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-Grandvile L.L.c. 6334 Grandvile Mall, Inc. N/A GGP-Grandvile II L.L.c. N/A Grandvile Mall II, Inc. N/A

GGP-Grandvile Land L.L.c. 1990 Greengate Mall, Inc. 8940 GGP-La Place, Inc. N/A Land, LLC N/A

GGP-Lakeview Square, Inc. N/A Harbor Place Associates Limited 8763 Partnership GGP-, Inc. N/A Borrower, LLC N/A GGPLP, L.L.c. 9491 HHP Governent Services, Limited 5387 GGP-Maine Mall L.L.C. N/A Partnership Hickory Ridge Vilage Center, Inc. N/A GGP-Maine Mall Holding L.L.C. N/A

3

K&E 14235536. HMF Properties, LLC N/A

Ho Retail Properties I Limited 6769 , LLC N/A Partnership Lockport L.L.c. Ho Retail Properties II Limited N/A 5991 Parership Lynaven Holding L.L.C. N/A Hocker Oxmoor, LLC N/A Lynaven Mall L.L.C. N/A Hocker Oxmoor Partners, LLC N/A Majestic Parers-Provo, LLC N/A Howard Hughes Canyon Pointe Q4, N/A LLC Holding, Inc. 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 Partership Mall of the Bluffs, LLC 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 , LLC N/A , 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 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 Partership 8376 NewPark Mall L.L.C. N/A Land Trust No. 89433 N/A , LLC N/A Land Trust No. 89434 N/A Nort Star Anchor Acquisition, LLC N/A Land Trust No. FHB-TRES 200601 N/A Nort Star Mall, LLC N/A Land Trust No. FHB-TRES 200602 N/A Nort Town Mall, LLC N/A Landmark Mall L.L.C. N/A Nortgate Mall L.L.c. N/A

4

K&E 14235536. NSMN, LLC 9431 Price Development TRS, Inc. 8038 Oakwood Hils Mall, LLC N/A Price Financing Partnership, L.P. N/A

Oakwood Shopping Center Limited 9385 Price GP L.L.C. N/A Parership Price-ASG L.L.c. L.L.C. N/A N/A Price Kuhio Plaza, Inc. Mall L.L.C. 8382 N/A Holdings, LLC OM Borrower, LLC N/A N/A RASCAP Realty, Ltd. One Wilow Company, LLC N/A N/A Redlands Land Acquisition Company Orem Plaza Center Street, LLC N/A N/A L.L.C. Owings Mils Limited Partership 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 , LLC N/A Park Square Limited Partership 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 Hils Land, LLC N/A Parkview Office Building Limited N/A River Hils Mall, LLC N/A Partnership PDC Community Centers L.L.c. N/A Rogue L.L.C. N/A PDC- L.L.C. N/A Mall Holding L.L.C. N/A PDC- 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 Mils, LLC Phase II Mall Subsidiar, LLC N/A The Rouse Company BT, LLC+ N/A Piedmont Mall, L.L.C. N/A The Rouse Company of , LLC N/A , LLC N/A The Rouse Company of Louisiana, N/A Pine Ridge Mall L.L.C. N/A LLC The Rouse Company of , N/A Pines Mall Parers 2185 LLC The Rouse Company of , Pioneer Offce Limited Partnership N/A 4181 LLC Limited Partnership 4180 The Rouse Company of , LLC N/A Price Development Company, N/A The Rouse Company Operating N/A Limited Partnership Parnership LP+

5

K&E 14235536. Rouse F.S., LLC 9886 , LLC N/A Rouse Office Management of N/A , LLC N/A Arzona, 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 Parters, L.P. 6053 Rouse SI Shopping Center, LLC N/A Limited N/A Partnership Rouse Southland, LLC N/A L.L.c. N/A Rouse-Arzona Center, LLC N/A Southland Center, LLC N/A Rouse-Arizona Retail Center Limited 4885 Southand Center Holding, LLC Partership N/A Rouse- Fairwood Development 9217 Southland Mall, Inc. N/A Corporation Southland Mall, L.P. Rouse-New Orleans, LLC N/A 1889 Southwest Land L.L.c. Rouse-Oakwood Shopping Center, N/A N/A LLC L.L.C. N/A Rouse-Orlando, LLC N/A 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. Partership N/A Rouse-Phoenix Theatre Limited N/A Stonestown Shopping Center, L.P. Partnership N/A Rouse-Portland, LLC N/A Summerlin Centre, LLC N/A

RS Properties Inc. N/A Summerlin Corporation 5927 L.L.c. N/A L.L.c. N/A Saint Louis Galleria Anchor N/A Three Wilow Company, LLC N/A Acquisition, LLC , 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 Seaport Marketplace, LLC N/A Tracy Mall Partners, L.P. 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

6

K&E 14235536. TRC Co-Issuer, Inc. 0460 Vista Commons, LLC N/A TRC Wilow, LLC N/A Vista Ridge Mall, LLC N/A Tucson Anchor Acquisition, LLC N/A VW Condominium Development, N/A LLC TV Investment, LLC N/A Ward Gateway-Industrial-Vilage, N/A LLC Two Arzona Center, LLC N/A Ward Plaza-Warehouse, LLC N/A Two Wilow Company, LLC N/A Weeping Wilow RNA, LLC N/A L.L.C. N/A West Kendall Holdings, LLC N/A U.K.-American Properties, Inc. N/A Westwood Mall, LLC N/A Valley Hils Mall, Inc. N/A White Marsh General Partership N/A Valley Hils Mall L.L.C. 6809 Associates N/A Anchor Acquisition, N/A LLC White Marsh Mall LLC N/A VCK Business Trust N/A White Marsh Phase II Associates N/A Victoria Ward Center L.L.C. N/A , LLC N/A Victoria Ward Entertainment Center, N/A Wilow SPE, LLC N/A L.L. C. Victoria Ward, Limited 7590 Wilowbrook II, LLC N/A Victoria Ward Services, Inc. 8057 Wilowbrook Mall, LLC N/A The Vilage of Cross Keys, LLC N/A Propert, LLC N/A L.L.C. N/A Associates, N/A LLC Visalia Mall, L.P. N/A

7

K&E 14235536. EXHIBIT B

K&E 14235536. UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

------J(

In re Chapter 11 Case No.

GENERAL GROWTH 09 - ( ) PROPERTIES, INC., et aI., (Joint Administration Requested) Debtors. ------x

ORDER PURSUANT TO SECTIONS 327(a) AND 328(b) OF THE BANKRUPTCY CODE AND RULE 2014(a) OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE AUTHORIZING THE EMPLOYMENT AND RETENTION OF KIRKLAND & ELLIS LLP AS CO-ATTORNEYS FOR THE DEBTORS NUNC PRO TUNC TO THE COMMENCEMENT DATE

Upon the application (the ""Application")! ofthe above-captioned debtors other than the Specified Debtors (collectively, the ""Debtors")2 for the entry of an order authorizing the

Debtors to employ and retain Kirkland & Ells LLP C"K&E") as their co-attorneys in connection with their chapter 11 cases effective nunc pro tunc to the Commencement Date, pursuant to

section 327(a) and 330 of title 11 of the United States Code (the ""Bankruptcy Code"),

Rules 2014(a) and 2016 of the Federal Rules of Bankptcy Procedure (the ""Bankruptcy

Rules"), and Rules 2014-1 and 2016-1 ofthe Local Bankptcy Rules for the Southern District of New York (the ""Local Bankruptcy Rules"); and the Court having jurisdiction to consider the

Application and the relief requested therein pursuant to 28 U.S.C. §§ 157 and 1334; consideration of the Application and the relief requested therein being a core proceeding

! Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Application. 2 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 to the Application as Exhibit" A".

K&E 14235536. pursuant to 28 U.S.C. § 157(b); venue being proper before this Court pursuant to 28 U.S.C.

§§ 1408 and 1409; the Court having reviewed the Application and the Sprayregen Declaration; the Court being satisfied based on the representations made in the Application and the

Sprayregen Declaration that (a) K&E does not hold or represent an interest adverse to the

Debtors' estates, and (b) K&E is a ""disinterested person" as defined in section 101(14) of the

Bankptcy Code and as required by section 327(a) of the Bankptcy Code; it appearing to the

Court that the relief requested is in the best interests of the Debtors' estates, their creditors and other parties in interest; and good, adequate and sufficient cause has been shown to justify the immediate entry of this order after due deliberation and sufficient cause appearing therefor, it is

HEREBY ORDERED THAT

1. The Application is granted as provided herein.

2. The Debtors are authorized to employ and retain K&E as their co-attorneys in accordance with the terms and conditions set forth in the Application and in that certain engagement letter attached hereto as Exhibit "1" (the ""En2a2ement Letter"), effective nunc pro tunc to the Commencement Date.

3. K&E is authorized to render professional services to the Debtors as described in the Engagement Letter and the Application (including the description of services set forth therein) and 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

2

K&E 14235536. indebtedness. Relevant confirmation issues wil be addressed by K&E and WG&M in a manner consistent with their respective responsibilities, as set forth in the Application.

4. Consistent with and in furtherance of the services set forth above, K&E is authorized to render the following services: (a) advising the Debtors with respect to their powers and duties as debtors in possession in the continued management and operation of their business and properties; (b) preparng 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.

5. K&E shall apply for compensation for professional services rendered and reimbursement of expenses incurred in connection with the Debtors' chapter 11 cases in compliance with the applicable provisions of the Bankptcy Code, the Bankptcy Rules, the

Local Bankptcy Rules, guidelines established by the Office ofthe United States Trustee for the

Southern District of New York, and any other applicable procedures and orders ofthe Court.

6. K&E wil provide notice to the Office ofthe United States Trustee for the

Southern District of New York of any increases in the billng rates for its attorneys or paraprofessionals who perform services for the Debtors during the pendency of the chapter 11 cases.

7. The Debtors are authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Application.

3

K&E 14235536. 8. The terms and conditions ofthis Order shall be immediately effective and

enforceable upon its entry.

9. The Court retains jurisdiction with respect to all matters arsing from or

related to the implementation of this Order.

Date: New York, New York United States Bankptcy Judge

4

K&E 14235536. EXHIBIT 1

K&E 14235536. KIRKLAD &. ELLIS LLP ANP AflUTI pl\PS

200 Eas Randolph Dn\e Chicgo. IUlnols 60a01 James H.M. Sprayigen. P.C. To Call Wt Directly: (312) 861-2000 Facsimile: (312) 861-2481 Jsprayregen(gkland.com ww.klrd.com (312) 861-2200

'Deceber 28, 2008 pR1EGED & CONFENTIAL FOR ADDREEE'S EYE ONLY VI E-MA

GGPLP L.L.C. Att: Ronald Gem Senior Vice President i i 0 North Wacker Drive Chicao, IL 60606

Re: Retention to Provide Leeal Servces

Dea Mr. Gem:

We are very pleased that you have asked us to represent GGPLP L.L.C., General Growt

Management. Inc., and all of their curnt and fue subsidiaries and affliates other than the JMB Defendants (as defined below) or as otherwise determined by GGPLP, L.L.C. (collectively, "you", "your" or the "Company") in connection with their debt obligations and potential

restrcturing mattrs. Please note, the Firm's repreentation is only of the Company; except as otherwise provided herein, the Firm does not and wil not represent any sharholder, director,

offcer, parer, or joint venturer of the Company.

General Tenns. This agreement (the "Agreement") sets fort the terms of your retention

of Kikland & Ells LLP and Kirkand & Ells International LLP (collectively "K&E LLP" or the "Fir") to provide legal services and constitutes an agreement between us. The Agreement sets fort our entire agrment for rendering profesional services for the curent mattr, as well as for all other exstg or futu mattrs subject to the limitations discussed herein, except where we otherwise agree in writing (e.g., by signing a different retention letr).

Personnel. i, along with my parters. Anup Saty, P.C. and David R. Seligman P.C., wil be primarily responsible for this engagement. Other attorneys and legal assistats also wil

perorm servce during the course of this engagement. We wil involve such other lawyers and legal asistats in K& LLP to the extent that your needs make such involvement desirable and acceptale to you.

Washinton. D.C. Hong Kong London Los Angeles Munich New York Palo Alto San Francico KIRKLAD &. ELLIS LLP

December 28, 2008 Page 2

Fee. The Firm will bil the Company for fees incurred at its reguar hourly rates and in quarerly increments of an hour (or in smaller time increments otherwse required by a court). We reserve the right to adjus the Finn's biUing rates (consistent with biling rate adjusbents generally made by the Finn) from time to time in the ordinar coure of the Firm's representaon of the Company.

Although we will atempt to estimate fees to asist you in your planning if requested, such estimates ar subject to change and are not binding unless otherwise expressly and unequivocally sted in writing.

Expenses. .Expenses .relRte4 to.providig serices shall ~ in~iuded in our staements as disbursements advance by us on your behalf. Such expenses include photocopying, printing, scaing, witness fees, travel expenses, tiling and reording fees, certin secretaial overtime, and other overtime expenses, postge, express mal, and messenger charges, deposition cost, computered legal resch charges, and oter computer services, and misceIlaneous other charges. Our clients pay directly (and are solely responsible for) certan larger costs, such as consultat or expert witness fees and expenses, and outside suppliers or contractors' charges. By executing this Agreement below, you age to pay for all charges in acordance with the K&E LLP's schedule of charges, a copy of which is atached hereto at Schedule 1, as revised from time to time.

Biling Procedures. Ou statements for fee and expenses are typically redered monthly and, unless other arangements lie made, payment in ful is due upon receipt We ma aclust our biling cycle upon agreement with you. You may have the biling statement in any reasonable format you choose, but we wil selec an initial format for the sttement unless you otherwse request in writing. Depending on the circumstances, however, estated or summar bils may be provided during certai biling cycles, with supporting time descriptions and expense sumares to follow thereafer. K&E LLP wil provide the Company with a one-time credit of $ i 50,000 to be applied against K&E LLP's first monthly invoice.

Retainer. The Company wil provide to the Fir, a "clasic retainer" in the amount of US $500.000.00 as defined in In re Produon Associates, Ltd., 264 B.R. 180, 184 85 (Bankr. N.D. Il. 2001), and In re McDonald Bros. Constrction, Inc., i 14 B.R. 989, 99799 (Ban. N.D. Il. 1990). A3 such, the clasic retainer is eaed by the Firm upon recipt. The initial amount of the classic retainer was set to approximte our estmate of fees and expenses expected to be accmed and unpaid by the Company between payment cycles. The Finn's estimate of expecte fees and expenses may change basd upon actual or expected fee and expenses incurred or expected to be incurred, as applicable, in which cae the Firm wil consult with the Company and the parties wil agree in good fai to adjust the classic retainer. Furter, the Company agrees to replenish the classic retainer upon receiving invoice from the Firm so that the classic retainer

~ 139013:i KIRKLAD 8. ELLIS LLP

Decmber 28, 2008 Page 3 amount remain at or above the Finn's estimated fee and expenses expectd to be accrued and unpaid by the Company between payment cycles.

The clasic retainer will be placed into K&E LLP's general ca account. wil not be held in a separate account on your beha~ and you will not receive any interest on these monies. You have no interest in the classic retainer. Ths amount does not cotitute a security deposit.

Termination. OW' retention may be terminate by either of us at any time by wrtten notice by or to you. Our -reprentaion wil end at the ealiest of (a) YoW' termination of our representation, (b) our withdrawal, and (c) the substatial completion of our substtive work. We normally do not withdraw from R representation i¡nles the client mÌSeprese.nt~. or fails ta- disclose material fats, fails to pay fees or exenses, or makes it unethical or unreasnably diffcult for us to contiue to represent the client, or unless other just cause exists. If permission for withdrawal is required by a court we shall apply promptly for such pennission, and termination shall coincide with the cour order for withdrawa. If this Agreement or our services are terminatd for any reaon, such termation sliallbe effective only to terminate our services prospectively and all the other terms of this Agreement shall survive any such terination.

Upon cessaton of our active involvement in a paricular matter (even if we continue active involvement in other mattrs on your behalf), we wil have no furter dut to inform you of future developments or chages in law as may be relevant to such matter. Furter, unles you and we mutlly agee in writing to the contrary, we wil have no obligaton to monitor renewal or notice dates or similar dealines that may arse from the matters for which we had been retained.

Cell Phone and E-Mail Communication. K&E LLP hereby informs you and you hereby acIaowledge that K&E LLP's atrneys sometimes communica with their clients and their clients' professionals and agents by cell telephone, that such communications are capable of being intercepte by others and therefore may be deemed no longer protected by the attorney-client privílege, and that you must inform K&E LLP if you do not wish K&E LLP to discuss privileged mattrs on cell telephones with you or your professionals or agents.

K&E LLP hereby informs you and you hereby acknowledge th K&E LLP's atorneys sometmes communicate with their clients and their clients' professional and agents by unencryted e-mail, that such communications are capable of being intercepted by others and therefore may be deemed no longer protected by the atrney-client privilege, and that you must inform K&E LLP if you wish to institute a system to encode all e-mail between K&E LLP and you or your professionals or agents.

File Retention. All records and files wil be retained and disposed of in compliance with oW' policy in effect ftom time to time. Subject to future changes, it is our current policy

K&13l1l52 KIRKLD &. ELLIS LLP

December 28, 2008 Page 4

generally not to retan records relatig to a matter for more than five years. Upon your prior writtn reques we wil return client records to you prior to their destcton. It is not administively feasible for us to advise you of the closing of a matter or the disposal of rerds. We recommend. therefore, that you maintain your own files for referece or submit a written reest for your client files promptly upon conclusion of a matr.

Conflicts ofInteres As is customar for a law firm of our size, you currently have relationships with numerous business entities that K&E LLP has represented or currently represents.

In paricular, as you know, K&l LLP currntly represents 1:M13 Realty Corp. . ('"JM Realty") in connection with Center Parters. Ltd.. et al. v. Urban Shoppine: Centers. L.P.. et aI., Case No. 04 L 012194 (III. Cir. Ct.) (the "JM Litigation Matter") and wil continue to do so as described herein. JMB Realty. as plaintift is directly adverse to the current named defendats, including Geeral Growt Properties, Inc. ("GGP"), GGP L.P., Rouse-Urban LLC, TRCGP, Inc., The Rouse Company, L.P., The Rouse Company, Rouse LLC, and Hea Acquisition L.P. (the "JM Defendats"), in the JMB Litigaon Maer. Pursuat to this Agreement. you consent to K&E LLP's continued representation of JMB Realty in the JM Litigation Matter, including in mattrs directly adverse to GGP and the named defendants (including relate discovery), subjec to K&E LLP's insttution of its customar fonnal screening protocol. a redacted version of which is attached hereto as Schedule 2 and which protocol shall not be modified as it relates to the Company in a matrially adverse manner without the Company's prior consent. Given the Firm's current representation of JM Realty in the JM Litigation matter, the Fir wil not repreent the Company in the 1M Litigaton Matter. You agree to use separate counsel to represent the Company in the JM Litigation Mattr when required, and we wil not parcipate in the JM Litigation Matter on behalf of the Company.

In addition, Kenneth Star, who is Of Counsel at K&E LLP, is providing Carso Afliat Holdings ("Causo") advice in connection with an ongoing appeal in which GGP and GGP/Homa II LL.C. are adverse to Caso (the "Caso Appeal''). K&E LLP is not (and has not been) counsel of rerd in the Carso Appel. Kenneth St may continue to advise Causo in connection with the Caro Appeal solely in his personal capacity and not as an employee o~ or though his affliation with, K&E LLP. Kenneth Star wil not be involved in the Firm's representation of the Company. Puruant to this Agreement, you agree to waive any conflct of interes relating to Kenneth Sta's advise to Caso in connection with the Causo Appea.

We also note that K&E LLP ba represented or curently represents certin other clients, with whom you curntly have relationships, in maters unelated to you, and we wil continue to do so. Because you are engaged in activities (and may in the futue engage in additional

r:.u 1)\1IS2. KIRKLA 8. ELLIS LLP

December 28, 2008 Page 5

activities) in which your interest may diverge from such K&B LLP clients, the possibilty exist that such clients may take positions adverse to you.

In underting our representation of the Company, we want to be fair not only to its . interests but also to those of our other clients. Because the Company is engaed in activities (and may in the future engage in additional activities) in which its interests may diverge from those of our other clients, the possibilty exists that one of our curent or fure clients, including those clients discussd above, may tae positions adverse to the Company (including litigation or other disputeresoJution mechanisms) in a matter in which K&B LLP may be retained. Without limiting the waivers and/or consents discuss above with rest to the 1MB Litigation Mattr . and the Carso Appea, but subject in all respects to.the other provisions of this Agreement regarding the JM Litigation Mater, in the event a preent conflct of interes exi between the Company and our other clients. including those above-referenced clients. or in the event one ares in the futue, the Company agree to waive any such conflict of interest or other objection that would preclude our reresentation of another client (a) in other curent or future maters, not substanially reJate to this representation of the Company. and (b) other than during a Restrcturing Case(s). in other maters related to the Company; provided, however, that during the representaion describe herein and except as set fort herein. a separate waiver letter would be require for K&13 LLP to represent another client direcly agaist the Compay in any litigaon, adversar proceeing. or dispute resolution mechansm. The Company also agrees that our representation is solely of the Company and that, except as otherwise provided herein, no member or other entity or person relatd to it (such as directors. offcers, or empJoyees) has the status of a client for confIct of interest purposes. Resfrcturinl! Cases. If it becomes necesa for you to commence a rescturing case under chapter 1 i of the U.S. Bankruptcy Code (a "Restrcturing Case"), our ongoing employment by you wil be subject to the approval of the court with jurisdiction over the petition. If necessa, K&B LLP wil tae steps necss to prepae the disclosure materials reuired in connection with K&E LLP's retention as co-lead restrctring counsel with reect to the Company. As par of this proce, we wil conduct a comprehensive conficts search, including seache of all parers and joint ventures of the Company, to complete a retention application. In the nea-tel'm.and.e extent necss, K&B LLP wiJ begin conflct checks on potentially interesed paries as provided by you.

If necessar, we wil prepare a preliminary dr of a schedule describing K&E LLP's relationships with cert interested pares (the "Disclosue Schedule"). We wil give you a draft of the Disclosure Schedule once it is available. Although K&B LLP believes that these reJationshps do not consitute actual conflcts of interest these relatonships must be desribed and disclos in your application to the court to retan K&E LLP. K&B LLP believes that it is a "disintere person" withn the meaning ofthe U.S. Banptcy Code and eligible to represent

K& U\1l5 KIRK &. ELLIS LLP

December 28, 2008 Page 6

the Company in a Restructug Cae. If actual conflct of interest arise in the Company's Restucturing Caes, the Company wil be requird to use separae conflicts counsel in those maers. and the Firm wil not paricipate in those mattrs on behalf of the Company. K&E LLP and the Company's other restrcturing counel, WeiJ. Gotshal & Manges LLP ("WGM"), have agreed to the terms of a protocol for allocting reponsibilty for the represntation of the Company and the JM Defendats between K&E LLP and WGM in order to eliminate conflcts of interest with respect to the JM Defendants and to prevent duplicaion of work. A cuent copy of the protocl is attached as Schedule 3.

No Gnarantee orSuC"cess. It is impossible to provide any promise or gUlltee about the outcome of your matters. Nothing in this Agrement or any statement by our staf or attrneys consttute a promise or guarntee. Any comments about the outcome of your matter ar simply expresions of judgment and are not binding on us.

Consent to Use of Information. In connection with future materials that, for marketing purposes, desribe facets of our law practice and recite examples of matters we handle on behalf of clients, you agree that. if those maerials avoid disclosing your confidence and secrets as defined by applicable ethical rules. and with your prior consent, they may identity you as a client. may conta fatual synopses of your mater, and may indicate generally the results achieved.

Reimbursement of Expense. You agree promptly to reimburse us for all fee and expenses, including the amount ofK&E LLP's atorney and paregal time at normal billng rates, as incurred by us in connection with paricipating in, preparing for, or responding to any action, claim, suit, or proceing brought by or agaist any thrd-par that relates to the legal services provide by us under the Agrement. Without limiting the scope of the foregoing, and by way of exaple only, this paragrph exteds to all such fees and expenses incurred by us in responding to document subpoenas, and preparing for and testifying at depositions and trials.

LLP. KirIdand & Ells LLP is a limited liabilty parership organizd under the laws of Ilinois, and Kirkland & Ellis International LLP is a limited liabilty parership organiz under the laws of . Pursutto those stry provisions. an obligation incured by a limited liabilty parership, whether arsing in tort contrct, or otherwse, is solely the obligation of liabilty parmership, and parers are not personally liable, direly or indirectly, by way of indemnification, contribution, assessment. or otherwise. for such obligation solely by reon of being or so actig as a parter.

Miscellaneous. This Agreement sets fort our entire agrement for rendering professional services. It can be amended or modified only in writing and not orally or by course of conduct. Each par signing below is jointly and severally responsible for all obligations due

K. 13ii152. KIRK &. ELLIS LLP

December 28, 2008 Page 7

us and represents tht each has fun authority to execute this Agreement so that it is binding. This Agrment may be signed in one or more counterp and binds each pa countersigning below, whether or not any other proposed signatry ever executes it If any provision of this Agrement or the applicaion theref is held invalid or unenforceable, the invalidity or unenforcbilty shall not afect other provisions or appliCations of this Agreement which can be given effect without such provisions or application, and to this end the provisions of this Agreement are declaed to be severale.

We ar not advising you with respect to this Agreement because we would have a conflict of intert in doing so. If you wish advice, you should consult independent counsel of your choice.

K<J3min. KIRKND &. ELLIS LLP

Decmber 28. 2008 Page 8

Please coJJ your ageement wit the arragements descnbe in this Ie ing below and retuing it to me via fa: 312-861-2200.

Agreed to and acpt as of this 28th day 0

GGPLP L.L.C.

By: Name: Tit! .

UB J)09lS2. Schedule i

KI & ELLIS LLP CLIENT-REIMURABLE EXPENSES AN OTHR CHAGES

Effctie 1/108

The following outlines Kirkland & Ells's ("K&E's") policies and standard charges for various services performed by the Firm and/or by other third paries on behalf of the client which are often ancilla to our legal services. Services provided by in~house Firm personnel ar for the convenience of our clients. Given that these services are oftn ancilar to our legal servces, in certin instaces, it may be appropriate and/or more cost effcient for these serices to be outsourced to a third-par vendor.

· DupIicatigt Reprographics and Printing: The fôlIowing list details the Firm's charges for duplicating, reprogrphics and printing servces:

~ Black and White Copy or Prit (all siz of paper):

· $0.10 per impression for all U.S. offces except New York · $0.15 per impression in New York · €D.I0 per impression in Munich · £0.10 per impression in London · HK0.75 per impresion in. Hong Kong

~ Color Copy or Prit (all sizes of paper):

· $0.50 per impression ~ Scanned Images:

· $0.15 per page for black and white or color scans ~ Other Service:

· CD/DVD Duplicaing or Matering ~ $7/$10 per CDIDVD · Binding - $0.70 per binding · Labels and Tabs - $0.03 - $0.10 per item based on serice · Black and White or Color Trasparency - $0.15 or $0.65 per page

If services are provided beyond those outlined abve, pricing wil be based on the Firm's approximate cost and/or comparle market pricing.

· Secretarial and Word Processing: Clients are not charge for secretaial and word proessing actvities incurred on their matters during stdar business hours.

- 1 - IC 131l15i. · Overtime Charges: Secretaral and word procssing overime costs are not passed on to clients unless either (i) the client has specificaly requesd the afer-hours work or (ii) the natu of the work being done for the client necitates the overtme and such work could not have been done during nonna! working hours. Costs for related overtme meals and trsportion are chaged to the client only under the same conditions and subject to any applicable regulations or guidelines.

· Travel Expenses: We charge clients only our out-of:pocket cost for trvel expenses includig associated travel agency fee. We chare onl coach faes (business class for internatonal flights) unless the client has approved firt-class or an upgrade. K&E personnel are instrcted to incur only reasonable airfar, hotel and meal expenses. K&E negotiates, uses, and pases along volume discount hotel and ai raes whenever possible and practical. Volume discounts exclude certin immaterial retrspective rebates for which it is not pracical to allocate to specific travel.

· Communication- Expenses: We do not chare clients for telephone calis or faxes made from K&E's offces with the exception of third-par conference calls and videoconferences. Charges incured for conference calls, videoconferences, cellular telephones, and calls made from other thrd-par locaions wil be charged to the client at the actal cost incured. Furer, other telecommunication expenses incured at t1rd-par locations (e.g., phone lines at triaJ sites, Internet acss, etc.) wil be charged to the client at the actal cost incurred. · Overnight DeliverylPostage: We charge clients for the actuaJ cost of overnight and special delivery (e.g., Express Mail ånd Fedx), and U.S. postage for materials mailed on the client's behalf: K&E negotiates, uses and passes along volume discount rate whenever possible.

· Meengers: We charge clients for the actu cost of a third part vendor mesenger. Where a K&B in-house messenger is used, we charge clients a standard transaction charge plus applicale cab fare.

· Computerizd Research Services: Client charges ar limited to K&E's actual third-par cost and do not include any surcharges for related overhead. K&E negotiates, uses, and pases along volume discount raes whenever possible. As discounts are cusomarily based on overall volume: the amount of the discount may var from month to month. · Off-Site Legal Fies Storage: Clients are not charged for off-site storage of fies unles the storage charge is specifcally approved in advance.

· Electronic Data Storage: The Firm does not routiely charge clients for cost to store electronic data and files relate to cases on the Fir's systems. However, the Firm wiJ charge for any t1rd-par data storage costs for those cases where the Finn, in consultation with the client, concludes that the size of the matter or need for long-term data storage requires a third-par service provider to provide economica data storage.

· Document Procurement: Our stadard client charge for document retrieval when a K&E librai employee obtains a document frm an outside source is $25 per document. There is

-2 - K& J3!11~2. no client charge for retreving documents frm K&B libraies in other cities or frm other collections when the document is par of the K&E collecion but unavailable.

· Calendar Court Services: Our standar chare is $2S for a court filing and other cour services or trsactions.

· Library and Businessldustry Research Servces: Reseach specialist perform computenzed reseach servces at the reues of attorneys, and clients are charged per hour for these services.

· Supplies: There is no client charge for stadar offce supplies. Clients are charged only for special items (e.g., a minute book, exhibit tabsrmdexesldividers, binding, etc.) and then only at K&B's actual cost.

· Contract Attorneys and Contract Non-Attorney Bilers: If there is a need to utiliz a contrac atorney or contract non-attorney on a-client engagement, clientswiJ be reuesed to. retain and pay these individuals directly unless specific biling arrangements ar agree between the Firm and client.

The Finn's Internationa offce may use contrt attrneys and contrct non-atrney bilers to supplement stang needs. Clients wil be chared per hour for these bilers, if they are utilized on a client engagement.

· Expert Witnesses, Experts of Other 'lpes, and Other Third Part Consultants: If there is a need to utilize an expert witness, exper of other tye, or other third part consultant such as accountats, investment bankers, academicians, other atorneys, etc. on a client engagement, clients will be requested to retain or pay thes individuals directly unless specific biling argements are agree between the Firm and client.

· Third Part Expenditures: Third part expenditures (e.g., corporate document and lien searches, leae of offce space at Trial location, IT equipment rental, SEe and regulatory fiings, etc.) incurred on behalf of a client, wil be pased through to the client at actual cost. If the invoice exceeds $50,000, it is K&E's policy that wherever possible such chares wil be directly biled to.the client. In those circumtaces where this is not possible, K&B will seek reimbursement from our client prior to paying the vendor.

Unless otherwise noted, charges biled in foreign currncies are determined anually based on current U.s. charges at an appropnate exchange rate.

- 3- K& 13l1isz. EXHIBIT C

K&E 14235536. KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, Ilinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 James H.M. Sprayregen, P.c. Anup Sathy, P.c. (pro hac vice pending)

Proposed Co-Attorneys for Certain Subsidiary 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 aI., (Joint Administration Requested) Debtors. ------x

DECLARATION OF JAMES H.M. SPRAYREGEN, P.c. IN SUPPORT OF 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-ATTORNEYS FOR THE DEBTORS NUNC PRO TUNC TO THE COMMENCEMENT DATE

I, James H.M. Sprayregen, P.c., being duly sworn, state the following under

penalty of perjury.

1. I am a partner in the law firm of Kirkland & Ellis LLP C"K&E"), located

at 300 North LaSalle, Chicago, Ilinois 60654. I am a member in good standing ofthe Bar ofthe

State of Ilinois and the Bar of the State of New York, and have been admitted to practice in the

Supreme Court of Ilinois, the United States District Court for the Northern District of Ilinois, the United States Court of Appeals for the Seventh Circuit, the United States District Court for the Eastern District of , the United States District Court for the Western District of

K&E 14235536. Michigan, the Supreme Court of New York, the United States District Court for the Southern

Distrct of New York and the Eastern District of New York, the United States District Court for

the District of Arzona, and the Supreme Court of the United States. No disciplinary proceedings

are pending against me.

2. I submit this Declaration in support ofthe application (the

""Application")! of the above-captioned debtors other than the Specified Debtors (collectively,

the ""Debtors") for the entry of an order, pursuant to sections 327(a) and 330 of title 11 ofthe

United States Code, 11 U.S.C. §§ 101-1532 (the ""Bankruptcy Code"), Rules 2014(a) and 2016

of the Federal Rules of Bankptcy Procedure (the ""Bankruptcy Rules"), and Rules 2014-1 and

2016-1 of the Local Bankrptcy Rules for the Southern District of New York (the ""Local

Bankruptcy Rules"), authorizing the Debtors to employ and retain K&E as co-attorneys to the

Debtors in connection with their chapter 11 cases effective nunc pro tunc to the Commencement

Date. Except as otherwise noted, I have personal knowledge of the matters set forth herein.

I.

K&E'S QUALIFICATIONS 3. K&E has been actively involved in major chapter 11 cases and has represented debtors in many cases, including, among others: In re Charter Commc'ns. Inc., Case

No. 09-11435 (Bank. S.D.N.Y. April 15,2009); In re Masonite Corp., Case No. 09-10844

(Bankr. D. DeL. April 14, 2009); In re Chemtura Corp., Case No. 09-11233 (Bankr. S.D.N.Y.

Mar. 18,2009) (retention application pending); In re Tronox Inc., Case No. 09-10156 (Bank.

S.D.N.Y. Feb. 6,2009); In re Portola Packaging. Inc., Case No. 08-12001 (Bank. D. DeL.

Sept. 22, 2008); In re Hines Horticulture. Inc.. Case No. 08-11922 (Bankr. D. DeL.

1 Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Application.

2 K&E 14235536. Sep. 10,2008); In re Pierre Foods. Inc., Case No. 08-11480 (Bank. D. DeL. Aug. 13,2008); In re ACG Holdings. Inc., Case No. 08-11467 (Bank. D. DeL. Aug. 12,2008); In re Tropicana

Entm't. LLC, Case No. 08-10856 (Ban. D. DeL. May 30,2008); In re Kimball Hil. Inc., Case

No. 08-10095 (Bank. N.D. Il. May 13, 2008); In re Wellman. Inc., Case No. 08-10595 (Bank.

S.D.N.Y. Mar. 19,2008); In re Leiner Health Prods.. Inc., Case No. 08-10446 (Bank. D. DeL.

Mar. 12,2008); In re DJK ResidentiaL Inc., Case No. 08-10375 (Bank. S.D.N.Y.

Feb. 26, 2008); In re Movie Gallery. Inc., Case No. 07-33486 (Bank. E.D. Va. Oct. 22, 2007);

In re Dura Auto. Sys.. Inc., Case No. 06-11202 (Ban. D. DeL. Nov. 20, 2006); In re Music1and

Holding Corp., Case No. 06-10064 (Bank. S.D.N.Y. Feb. 21, 2006 In re Calpine Corp., Case

No. 05-60200 (Bank. S.D.N.Y. Jan. 25,2006); In re Tower Auto.. Inc., Case No. 05-10578

(Banr. S.D.N.Y. Mar. 5,2005); In re NRG Energy. Inc., Case No. 03-13024 (Bankr. S.D.N.Y.

June 2,2003); In re Cornerstone Propane L.P., Case No. 04-13856 (Bank. S.D.N.Y.

June 24, 2004); In re Solutia Inc., Case No. 03-17949 (Bank. S.D.N.Y. Mar. 11, 2005).

4. Not only does K&E have significant expertise with representing chapter 11 debtors in general, but K&E has developed particular expertise with the Debtors' businesses and many of the legal issues that the Debtors wil encounter in these chapter 11 cases.

Since K&E was retained as the Debtors' co-attorneys in late December 2008, K&E has been working with the Debtors and their advisors to understand the Debtors' day-to-dayoperations, corporate structure, cash flows, and debt obligations. K&E has committed a significant level of resources and devoted thousands of working hours to this process. As a result, K&E has become intimately familiar with the GGP Group's numerous properties and their affiliated entities, including with respect to the financial and corporate governance issues unique to each entity and how such entities are integrated into the GGP Group's complex corporate structure and overall restructuring strategy.

3

K&E 14235536. 5. Among other things, K&E has analyzed certain aspects of more than 200 loan agreements arising from the Debtors' mortgage level debt. In paricular, this review encompassed the Debtors' varous loan agreements connected with their more than 100 commercial mortgage-backed securities transactions and the various pooling and servicing agreements associated with those loans (including the relevants rights, remedies, and events of default and other provisions arising from each agreement). K&E has also begun developing strategies with respect to the long-term considerations for the Debtors' project level assets and undertaken a comprehensive review ofthe organizational documents relevant to each entity.

And, throughout this time, K&E has been coordinating all aspects of this representation with their co-attorneys, Weil, Gotshal & Manges LLP e"WG&M").2

6. Consistent with these efforts, and at the Debtors' direction, K&E has concentrated its strategic focus on four key areas: (a) assisting the Debtors and their advisors with understanding the complexities of the approximately 100 commercial mortgage-backed securities transactions (involving more than $10 billion dollars in secured indebtedness) in which the Debtors have participated; (b) advising the Debtors with respect to various corporate governance issues at many of the project entities within the GGP Group's corporate structure;

(c) legal diligence and analysis with respect to the Debtors' project level subsidiaries; and

(d) developing aspects of a restructuring strategy for the Debtors' project level assets and mortgage level indebtedness. During this time, K&E has also established a close working relationship with the Debtors' other advisors, including with respect to the various project level issues that wil be handled by the Debtors' proposed co-attorneys, WG&M.

2 An application seeking approval of the retention ofWG&M as co-attorneys to the Debtors and exclusive counsel to the Specified Debtors has been filed contemporaneously herewith.

4

K&E 14235536. II.

SERVICES TO BE PROVIDED

7. Subject to further order of the Court and consistent with that certain engagement letter between the Debtors and K&E as of December 28,2008 (the ""En2a2ement

Letter"), a copy of which is attached as Exhibit "1" to Exhibit "B" attached to the Application,

K&E wil advise the Debtors on (a) filing and corporate governance issues with respect to certain subsidiares; (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.

As discussed more fully in the Application, relevant confirmation issues would be addressed by

K&E and WG&M, the Debtors' proposed co-attorneys (and exclusive attorneys to the Specified

Debtors) in a maner consistent with their respective responsibilities set forth therein.

8. Consistent with and in furtherance ofthe services set forth above, the

Debtors also seek authorization for K&E to render the following services: (a) advising the

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

5

K&E 14235536. connection with the prosecution of these chapter 11 cases in connection with the services identified in the Application and herein.

III.

COMPENSATION RECEIVED BY K&E FROM THE DEBTORS

9. The Debtors paid $500,000 to K&E as a classic retainer. This classic retainer was subsequently increased by $300,000 on March 12,2009, by $800,000 on

March 19,2009, by $250,000 on March 31, 2009, by $250,000 on April 7, 2009, and by

$200,000 on April 15,2009. Pursuant to the terms ofthe Engagement Letter and applicable law, this classic retainer was earned upon receipt. Moreover, pursuant to the Engagement Letter, the classic retainer payments are property ofK&E and are not held in a separate account.

(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)

6

K&E 14235536. 10. During the 90 day period prior to the Commencement Date, the Debtors

paid K&E the following amounts:

Retainer TVDe of Transaction Invoice Date Biled Amount Pavment Date ReDlenishment Retainer Balance Classic Retainer 1/13/2009 $500,000.00 $500,000.00 Invoice 1/21/2009 $408,595.07 $91,404.93 Retainer Replenishment 1/21/2009 $408,595.07 $500,000.00 Invoice 1/27/2009 $429,844.32 $70,155.68 Retainer Replenishment 1/27/2009 $429,844.32 $500,000.00 Invoice 2/4/2009 $425,987.76 $74,012.24 Retainer Replenishment 2/18/2009 $425,987.76 $500,000.00 Invoice 2/19/2009 $458,355.33 $41,644.67 Retainer Replenishment 2/24/2009 $458,355.33 $500,000.00 Invoice 2/25/2009 $408,653.24 $91,346.76 Retainer Replenishment 3/3/2009 $408,653.24 $500,000.00 Invoice 3/4/2009 $480,547.01 $19,452.99 Retainer Replenishment 3/12/2009 $480,547.01 $500,000.00 Classic Retainer 3/12/2009 $300,000.00 $800,000.00 Invoice 3/13/2009 $551,694.80 $248,305.20 Classic Retainer 3/19/2009 $800,000.00 $1,048,305.20 Retainer Replenishment 3/20/2009 $551,694.80 $1,600,000.00 Invoice 3/25/2009 $822,172.06 $777,827.94 Classic Retainer 3/31/2009 $250,000.00 $1,027,827.94 Classic Retainer 4/72009 $250,000.00 $1,277,827.94 Classic Retainer 4/15/2009 $200,000.00 $1,477,827.94

11. As of the Commencement Date, the Debtors do not owe K&E any

amounts for legal services rendered before the Commencement Date, although certain expenses

and fees may have been incurred by K&E but not yet applied to K&E's classic retainer. Such

amounts, if any, would be less than the balance ofK&E's classic retainer as ofthe

Commencement Date. iv. PROFESSIONAL COMPENSATION

12. K&E intends to apply for compensation for professional services rendered

and reimbursement of expenses incurred in connection with the Debtors' chapter 11 cases,

subject to the Court's approval and in compliance with applicable provisions of the Banptcy

7

K&E 14235536. Code, the Banptcy Rules, the Local Bankptcy Rules, guidelines established by the Office of the United States Trustee for the Southern District of New York (the ""U.S. Trustee"), and any other applicable procedures and orders ofthe Court, on an hourly basis. The hourly rates and corresponding rate strcture to be utilized by K&E in these chapter 11 cases are equivalent to the hourly rates and corresponding rate strcture used by K&E for restructuring, workout, bankptcy, insolvency, and comparable matters, as well as similar complex corporate, securities, and litigation matters whether in court or otherwise, regardless of whether a fee application is required.

13. K&E operates in a national marketplace for legal services in which rates are driven by multiple factors relating to the individual lawyer, his or her area of specialization, the firm's expertise, performance and reputation, the nature of the work involved, and other factors. Because the sub-markets for legal services are fragmented and are affected by a variety of individualized and interdependent factors, K&E has no one rate for an individual biler that applies to all matters for all clients. K&E rates for an individual biler may vary as a function of the type of matter, geographic factors, the nature of certain long-term client relationships, and varous other factors, including those enumerated above.

14. K&E's hourly rates are set at a level designed to fairly compensate K&E for the work of its attorneys and paralegals and to cover fixed and routine overhead expenses.

Hourly rates vary with the experience and seniority of the individuals assigned. These hourly rates are subject to periodic adjustments to reflect economic and other conditions and are consistent with the rates charged elsewhere.

8

K&E 14235536. 15. In particular, K&E's current hourly rates for matters related to these chapter 11 cases range as follows:3

Bilg Category Range Parners $550 - $965 Of Counsel $390 - $965 Associates $320 - $660 Paraprofessionals $120 - $280

16. Anup Sathy, P.C. and I are presently expected to have primary responsibility for providing services to the Debtors. In addition, other K&E professionals and paraprofessionals wil provide services to the Debtors from time to time and as necessary.

17. It is K&E's policy to charge its clients in all areas of practice for identifiable, non-overhead expenses incurred in connection with the client's case that would not have been incurred except for representation of that particular client. It is also K&E's policy to charge its clients only the amount actually incurred by K&E in connection with such items.

Examples of such expenses include postage, overnight mail, courier delivery, transportation, overtime expenses, computer assisted legal research, photocopying, outgoing facsimile transmissions, airfare, meals, and lodging.

18. To ensure the compliance with all applicable deadlines in these chapter 11 cases, K&E utilizes the services of overtime secretaries. K&E charges fees for these services pursuant to the Engagement Letter between K&E and the Debtors, which permits K&E to bil the

Debtors for overtime secretaral charges that arse out of business necessity. In addition, K&E professionals also may charge their overtime meals and overtime transportation to the Debtors consistent with prepetition practices.

3 For professionals and paraprofessionals residing outside the U.S., hourly rates are biled in the applicable foreign curency. When biling a U.S. entity, such foreign rates are converted into U.S. dollars at the then-applicable conversion rate. After converting these foreign rates into U.S. dollars, it is possible that certain biling rates may exceed the biling ranges set forth herein.

9

K&E 14235536. 19. K&E currently charges between $0.10 and $0.15 per page for standard duplication in its offices in the United States. K&E does not charge its clients for facsimile transmissions. K&E has negotiated a discounted rate for Westlaw computer assisted legal research. Computer assisted legal research is used whenever the researcher determines that using

Westlaw is more cost effective than using traditional (non-computer assisted legal research) techniques.

20. K&E further states that pursuant to Banptcy Rule 2016(b) it has not shared, nor agreed to share, (a) any compensation it has received or may receive with another party or person, other than with the parners, associates and contract attorneys associated with

K&E; or (b) any compensation another person or party has received or may receive. v.

K&E'S DISINTERESTEDNESS

21. K&E and certain of its partners and associates may have in the past represented, may currently represent, and likely in the future will represent parties in interest in these chapter 11 cases in connection with matters unrelated (except as otherwise disclosed herein) to the Debtors and the chapter 11 cases. K&E has searched on its electronic database for its connection to the entities listed on Exhibit "I" hereto. The information listed on Exhibit "1" may have changed without our knowledge and may change during the pendency of the chapter 11 cases. Accordingly, K&E wil update this Declaration as necessary and when K&E becomes aware of such material information.

22. The following is a list of the categories that K&E has searched:

Exhibit Category

1 (a) 5% Equity Holders l(b) Competitors l(c) Counterparies to Hedging Agreements l(d) Current and Recent Former Directors and Officers

10

K&E 14235536. 1 (e) Current and Recent Former Entities Affiliated with the Debtors and Non-Debtor Affiliates 1(t) Director and Officer Affiliations 1 (g) Guarantee Obligations

1 (h) Indenture Trustees and Known Bondholders 1 (i) Insurers 1 (j) Investment Banks l(k) Joint Venture Parties 1 (1) Lenders & Servicers l(m) Lessors 1 (n) Litigation Parties and Parties Which May Assert Claims Against the Debtors 1 (0) Potential Postpetition Agents and Lenders 1 (p) Professionals 1 (q) Secured Creditors 1 (r) Representative Tenants 1 (s) Top 100 Unsecured Creditors l(t) Office of the United States Trustee for the Southern District of New York (and Key

Staff Members)

23. Although not relevant in concluding that K&E is ""disinterested," out of an abundance of caution, listed on Exhibit "2" attached hereto are the results ofK&E's conflicts

searches of the above-listed categories.4 The only clients listed on Exhibit "2" attached hereto that represent more than 1.00 percent ofK&E's fee receipts for the twelve months ended

March 31, 2009 are: (a) ; (b) General Motors Corp.; (c) Golden Gate Capital;

(d) Madison Dearborn Partners; and ( e) Sun Capital Advisors.

24. K&E's conflicts search of the parties in interest listed on Exhibits "1(a)" to ""1(t)" attached hereto (that K&E was able to locate using its reasonable efforts) reveals that, although certain K&E attorneys and paraprofessionals previously worked at other law firms that

4 As referenced in Exhibit ""2", the term "'current client" means a client to whom time was posted in the 12 months preceding the Commencement Date. As referenced in Exhibit ""2", the term ""former client" means a client to whom time was posted between 12 and 36 months preceding the Commencement Date. On Exhibit "'2", the term '"closed client" means a client to whom time was posted in the 36 months preceding the Commencement Date but for which the client representation has been closed. As a general matter, K&E discloses connections with former clients or closed clients for whom time was posted in the last 36 months, but does not disclose connections if time was biled more than 36 months before the Commencement Date.

11

K&E 14235536. represented certain potential parties in interest in the chapter 11 cases, to the best ofK&E's

knowledge, such people have not worked on matters relating to the Debtors' restructuring efforts

while at K&E.

25. Based on the conflicts search conducted to date and described herein, to

the best of my knowledge and insofar as I have been able to ascertain, neither K&E nor any of its

partners or associates has any connection with the Debtors, their creditors or any other parties in

interest, their respective attorneys and accountants, the U.S. Trustee, or any key person employed

in the office ofthe U.S. Trustee, except as disclosed or otherwise described herein.

26. K&E wil periodically review its files during the pendency of these

chapter 11 cases to ensure that no conflicts or other disqualifying circumstances exist or arise. If

any new relevant facts or relationships are discovered or arise, K&E wil use reasonable efforts

to identify such further developments and wil file promptly a supplemental declaration, as

required by Bankruptcy Rule 2014(a).

27. From time to time, K&E has referred work to other professionals to be

retained in these chapter 11 cases. Likewise, certain such professionals have referred work to

K&E.

28. Certain insurance companies pay the legal bils ofK&E clients. Some of

these insurance companies may be involved in these chapter 11 cases. None of these insurance

companies, however, are K&E clients as a result ofthis situation.

VI.

SPECIFIC DISCLOSURES

29. As specifically set forth below and in the attached exhibits, K&E

represents certain of the Debtors' creditors, equity security holders, or other paries in interest in ongoing matters unrelated to the Debtors and these chapter 11 cases. None ofthe representations

12

K&E 14235536. described herein are adverse to the interests ofthe Debtors' estates. Moreover, pursuant to section 327(c) ofthe Bankptcy Code, K&E is not disqualified from acting as the Debtors' co-attorneys merely because it represents the Debtors' creditors, equity security holders, or other paries in interest in matters unrelated to these chapter 11 cases.

A. Relationship to the State Court Liti2ation

30. General Growth Properties, Inc. and certain affiliates of General Growth

Properties, Inc. are defendants in civil litigation currently pending before the Circuit Court of

Cook County, Ilinois, captioned Center Partners. Ltd.. et. al v. Urban Shopping Centers. L.P. et. aI., Case No. 04 L 012194 (IlL. Cir. Ct.) (the ""State Court Liti2ation"). K&E represents the plaintiffs on behalf of their beneficial owner, JMB Realty Corp. r"JMB Realty"), in the State

Court Litigation. Among the 16 separate defendants named in the State Court Litigation, four debtors in the above-captioned bankptcy cases are defendants in the State Court Litigation:

Rouse LLC, The Rouse Company, L.P., GGP LP and General Growth Properties, Inc.

(collectively, the ""Specified Defendants"). Other defendants include affiliates of Westfield

America and Simon Property Group. 5

31. The Debtors have consented to K&E's continued representation of JMB

Realty in the State Court Litigation on the terms set forth in the Engagement Letter and subject

5 The 16 defendants named in the State Cour Litigation, including debtors in the above-captioned bankptcy cases, are: Urban Shopping Centers LP; General Growth Properties, Inc.; GGP LP; Rouse LLC; Growth Head GP, LLC; Head Acqusition L.P.; The Rouse Company L.P.; The Rouse Company; Rouse-Urban LLC; Simon Property Group Inc.; Simon Property Group LP; SPG Head GP LLC; TRCGP, Inc.; Westfield America Inc.; Westfield America Ltd. Partnership; and Westfield America Trust. Seven defendants are completely unaffliated with, and are unelated to, the GGP Group: Growth Head GP LLC; Simon Property Group Inc.; Simon Property Group LP; SPG Head GP LLC; Westfield America Inc.; Westfield America Ltd. Partnership; and Westfield America Trust. Three defendants are affiliated with the GGP Group but are not debtors: Urban Shopping Centers LP; Head Acquisition LP; and Rouse-Urban LLC. Two defendants, The Rouse Company and TRCGP, Inc., were formerly affiiates of the GGP Group. The Rouse Company was merged into The Rouse Company L.P. pursuant to the GGP Group's November 2004 acquisition of The Rouse Company; TRCGP, Inc. merged into TRCGP, LLC in November 2004, which was subsequently dissolved in February 2008.

13

K&E 14235536. to the screening mechanisms provided therein. First, K&E has implemented a formal screening protocol to preserve the confidentiality of client information and to maintain the independence of these matters. Second, K&E wil not serve as attorneys to the Specified Defendants in any capacity, nor has K&E been engaged by General Growth Properties, Inc. or any of the Specified

Defendants. Moreover, and out of an abundance of caution, K&E will not represent two other entities that have direct or indirect ownership interests in certain of the Specified Defendants to further separate any Debtor from the State Court Litigation.6 Subject to the Court's approval,

WG&M wil serve as exclusive attorneys to the Specified Debtors. K&E wil serve as co- attorneys to the remaining Debtors with WG&M. In total, only six of the almost 400 debtors in these chapter 11 cases are Specified Debtors, and none of these six entities will be represented by

K&E. K&E does not believe its continued representation of the Specified Debtors in the State

Court Litigation presents a conflict with K&E's representation ofthe Debtors as provided herein, but K&E has disclosed this connection out of an abundance of caution.

B. Relationships with Certain Tenants

32. As disclosed in Exhibit "2", K&E currently represents, and formerly has represented, certain affiliates, subsidiaries, and entities associated with Golden Gate Capital

(collectively, ""Golden Gate Capital"). Golden Gate Capital represented 2.35 percent ofK&E's fee receipts for the twelve month period ending on March 31, 2009. Express, a tenant of the

GGP Group, is an affiliate of Golden Gate Capital. All prior and current K&E representations of

Golden Gate Capital and Express have been in matters unrelated to the Debtors or these

6 These two entities are: (a) The Rouse Company Operating Partnership LP, which is a direct owner of Rouse-Urban LLC (a Specified Defendant) and a subsidiary of The Rouse Company L.P. (a Specified Defendant); and (b) The Rouse Company BT, LLC, which is an indirect owner of Rouse-Urban LLC (a Specified Defendant) and a subsidiary of Rouse LLC (a Specified Defendant) (collectively, with the Specified Defendants, the ""Specified Debtors").

14

K&E 14235536. chapter 11 cases. K&E does not believe this relationship presents a conflict, but has disclosed it out of an abundance of caution.

33. As disclosed in Exhibit "2", K&E currently represents, and formerly has represented, certain affiliates, subsidiares and entities associated with Madison Dearborn

Parners (collectively, ""Madison Dearborn"). Madison Dearborn represented 1.97 percent of

K&E's fee receipts for the twelve month period ending on March 31, 2009. Yankee Candle, a tenant of the GGP Group, is an affiliate of Madison Dearborn. All prior and current K&E

representations of Madison Dearborn have been in matters unrelated to the Debtors or these chapter 11 cases. K&E does not believe this relationship presents a conflct, but has disclosed it out of an abundance of caution.

34. As disclosed in Exhibit "2", K&E currently represents, and formerly has represented, certain affiliates, subsidiaries and entities associated with Sun Capital Advisors

(collectively, ""Sun Capital"). Sun Capital represented 2.56 percent ofK&E's fee receipts for the twelve month period ending on March 31, 2009. and , tenants of the GGP

Group, are affiliates of Sun CapitaL. Mervyn's, another tenant of the GGP Group, is owned in par by an Sun Capital, although Mervyn's is currently liquidating under chapter 7 of the

Bankptcy Code. All prior and current K&E representations of Sun Capital have been in matters unrelated to the Debtors or these chapter 11 cases. K&E does not believe this relationship presents a conflict, but has disclosed it out of an abundance of caution.

35. As disclosed in Exhibit "2", K&E currently represents, and formerly has represented, certain affiliates, subsidiares and entities associated with Bain Capital (collectively,

""Bain Capital"). Bain Capital represented 1.38 percent ofK&E's fee receipts for the twelve month period ending on March 31, 2009. Toys R Us and Burlington Coat Factory, tenants of the

GGP Group, are affiliates of Bain Capital. All prior and current K&E representations of Bain

15

K&E 14235536. Capital have been in matters unrelated to the Debtors or these chapter 11 cases. K&E does not believe this relationship presents a conflict, but has disclosed it out of an abundance of caution.

C. Relationships with Certain Creditor Financial Institutions

36. As disclosed in Exhibit "2", K&E curently represents, and formerly has

represented, certain affiliates, subsidiaries and entities associated with General Motors Corp.

(collectively, ""General Motors"). General Motors represented 2.63 percent ofK&E's fee

receipts for the twelve month period ending on March 31, 2009. GMAC Commercial Mortgage

Corporation r"GMAC"), an affiliate of General Motors, is the beneficiary of a guaranty provided

by GGP LP. In addition, GMAC acts as master servicer and/or special servicer pursuant to

certain pooling and servicing agreements on behalf of certain real estate mortgage investment

conduits that issue commercial mortgage pass-through certificates. These pass-through

certificates represent various beneficial ownership interests in trsts, the assets of which are

loans made to affiliates of the GGP Group. In addition, with respect to certain loans made to

affiliates of the GGP Group, GMAC was the originator and seller of the mortgage loans to the

real estate mortgage investment conduit. The loans were acquired, either directly or indirectly,

by the depositors under a mortgage loan purchase agreement or similar agreement, and the

depositor then assigned its interest in the mortgage loans, without recourse, to the trustee for the

benefit of the holders of the certificates. All prior and current K&E representations of General

Motors and GMAC have been in matters unrelated to the Debtors or these chapter 11 cases.

37. As disclosed in Exhibit "2" attached hereto, K&E currently represents,

and has formerly represented, certain affiliates, subsidiaries, joint ventures, and/or entities

associated with the Debtors' creditor financial institutions. All prior and current K&E

representations of these financial institutions have been in matters unrelated to the Debtors and

the chapter 11 cases.

16

K&E 14235536. D. Relationships with Other Potential Parties In Interest

38. As set forth below, K&E currently represents and formerly has represented entities with certain relationships to affiliates, subsidiaries, and entities associated with the Debtors. All such representations have been in matters unrelated to these chapter 11 cases. The fact that K&E has represented such parties in connection with matters unrelated to these chapter 11 cases does not affect K&E's disinterestedness in these chapter 11 cases.

39. As disclosed in Exhibit "2" attached hereto, K&E currently represents, and formerly has represented, certain affiliates, subsidiaries, and entities associated with Aon

Corporation (collectively, ""Aon"), the parent company of Aon Risk Services Inc. of Tennessee.

Aon Risk Services Inc. of Tennessee provides insurance brokerage services to the Debtors. K&E currently represents Aon in a class action suit brought against Aon by a class of Aon customers.

While none ofthe Debtors are specifically identified as a class member as a class member in the proceeding, the class allegedly includes all Aon insurance customers. Regardless, this litigation is unrelated to the Debtors' chapter 11 cases. All other prior and current K&E representations of

Aon have been in matters unrelated to the Debtors and the chapter 11 cases.

E. Relationships with Other Professionals

40. As disclosed in Exhibit "2" attached hereto, K&E currently represents and formerly has represented certain professionals that the Debtors seek to retain in connection with these chapter 11 cases and affiliates, subsidiaries, or entities associated with such professionals. All such representations have been in matters unrelated to the Debtors and these chapter 11 cases. K&E has not represented and will not represent any such professionals in connection with these chapter 11 cases.

41. The Debtors intend to seek approval of their retention of Miler Buckfire

& Co., LLC C'Miler Buckfire") as their investment banker and financial advisor during the

17

K&E 14235536. pendency of the Chapter 11 Cases. Alison A. Miler, a K&E associate, is the daughter of

Henry S. Miler, Chairman and Managing Director of Miler Buckfire.

42. The Debtors intend to seek approval oftheir retention of Kurtzman Carson

Consultants LLC C"KCC") as their notice, claims, and balloting agent. A former K&E associate,

Jonathan A. Carson, is currently President ofKCC. While previously employed by K&E between 1999 and 2001, Mr. Carson's work was unrelated to the Debtors and these chapter 11 cases. In addition, a former K&E partner, Michael 1. Frishberg, has recently joined KCC.

Mr. Frishberg's work at K&E also was unrelated to the Debtors or their chapter 11 cases. In addition, Albert H. Kass, a former K&E associate, has recently joined KCC. Mr. Kass's work at

K&E also was unrelated to the Debtors or their chapter 11 cases.

F. K&E Attorney and Emplovee Investments

43. George Stamas, a K&E partner, is an outside director ofFTI Consulting,

Inc. ("FTI"), a New York -listed company and the parent of Compass Lexecon, a creditor in these chapter 11 cases. Mr. Stamas owns 99,558 shares ofFTI, which is a de minimis percentage (less than 1/10 of one percent) ofthe company's ownership. This includes

2,863 shares of FTI' s common stock over which Mr. Stamas and his spouse share voting and investment power and 96,695 shares of FTI' s common stock issuable upon exercise of stock options. Mr. Stamas wil have no role in K&E's representation ofthe Debtors in these chapter

11 cases.

44. Certain current and former partners, of counsel, associates, and employees of K&E invest in mutual funds, retirement funds, and other securities and make any number of investments personally, which may cause such individuals to acquire or hold a debt or equity

security of the Debtors without K&E's knowledge. Nonetheless, those individuals do not manage or otherwise control such mutual funds, retirement funds, and other similar investment

18

K&E 14235536. vehicles. Moreover, those individuals do not manage or control the underlying investments made by such entities. It should be noted that K&E has a long-standing policy prohibiting all attorneys and employees from using confidential information that may come to their attention in the course of their work. In this regard, all K&E attorneys and employees are barred from trading in securities with respect to which they possess confidential information.

45. In particular, a general inquiry to all K&E attorneys was sent by electronic mail to determine whether (a) any such individual holds any equity interests in the Debtors and

(b) whether any such individuals were employed by the Debtors. As ofthe date hereof, only two

K&E attorney responded in the affirmative to such inquiries: (a) Greer Philips, a K&E partner, owns approximately 2,000 shares of General Growth Properties, Inc; and (b) Wendy Prager, a

K&E associate, owns approximately 350 shares of General Growth Properties, Inc. Out of an abundance of caution, Mr. Philips and Ms. Prager have agreed to donate to charity any distributions provided on account of these investments.

46. In addition, certain current and former parners of K&E may voluntarily choose to invest in certain blind pool investment funds. Participation in blind pool investment funds is wholly voluntary, and not all current and former partners of K&E paricipate. These blind pool investment funds fall into two categories: "" fund" investments, where the investment pool invests capital in certain private equity funds that are K&E clients; and

""direct" investment funds, where the investment pool invests directly in equity or debt of certain portfolio companies of K&E private equity clients. These blind pool investment funds are organized as limited partnerships that are managed by certain K&E partners who are also limited partners. Such blind pool investment funds are not managed or otherwise controlled by K&E.

Moreover, the blind pool investment funds control neither the underlying private equity funds nor portfolio companies in which they invest. In certain circumstances, it is possible that one or

19

K&E 14235536. more entities in which these blind pool investment funds invest capital have made or, in the future, wil make an investment in certain debt or equity securities of the Debtors or the reorganized Debtors without K&E's knowledge. Generally, investments in blind pool investment funds do not exceed a 1 percent stake involving any company's debt or equity.

G. Other Disclosures

47. Certain interrelationships exist among the Debtors. Nevertheless, the

Debtors have advised K&E that the Debtors' relationships to each other do not pose any conflict of interest because of the general unity of interest among the Debtors. And, as described above, any matters arising from the State Court Litigation with respect to the Specified Debtors will be handled exclusively by WG&M. Insofar as I have been able to ascertain, I know of no conflict of interest that would preclude K&E's joint representation of the Debtors in these chapter 11 cases as provided herein.

48. Some of the Debtors and certain affiliates, subsidiaries, joint ventures, and/or other entities associated with the Debtors are creditors of entities that K&E currently represents or has formerly represented in bankptcy proceedings. K&E will not represent the

Debtors or any affiliates, subsidiaries, joint ventures, and/or other entities associated with the

Debtors in any matter related to a K&E client's bankptcy proceeding.

49. Prior to joining the firm, I was a managing director at Goldman

Sachs & Company ("Goldman Sachs"), a subsidiary of The Goldman Sachs Group, Inc. (the

""Goldman Sachs Group"). Prior to the commencement ofthe chapter 11 cases, Goldman Sachs provided services to the Debtors and Specified Debtors. While employed at

Goldman Sachs, I had discussions with certain members of the GGP Group's management regarding strategic considerations. Neither the Debtors nor the Specified Debtors are seeking to retain Goldman Sachs in the chapter 11 cases. In addition, certain affiliates of the Goldman

20

K&E 14235536. Sachs Group, including Goldman Sachs Lending Partners LLC, Goldman Sachs Bank USA, and

Goldman Sachs Mortgage Company, are creditors of the Debtor. I do not believe that my previous employment at Goldman Sachs presents a current conflict, but I have disclosed it out of an abundance of caution.

50. Richard Wyne, a K&E partner, was contacted by certain bondholders of the GGP Group who were interested in forming an ad hoc committee. These bondholders were considering the retention ofK&E to represent their interests in connection with the GGP Group.

K&E did not undertake this representation. K&E does not believe this prior connection presents a current conflict, but has disclosed it out of an abundance of caution.

51. At the request of Walton Street Capital, L.L.C. (""Walton Street"), K&E

assisted Walton Street with the review of publicly available debt documents of the GGP Group in connection with Walton Street's potential acquisition of certain debt. K&E no longer represents Walton Street in any capacity related to the Debtors or these chapter 11 cases. K&E

does not believe this prior representation of Walton Street presents a current conflict, but has disclosed it out of an abundance of caution.

52. Prior to joining the firm, K&E partner Nicole Greenblatt represented

Kmar in connection with the sale of certain assets where certain affiliates of the Debtors were adverse parties, although these matters were unrelated to the Debtors and their chapter 11 cases.

K&E does not believe Ms. Greenblatt's prior representation presents a current conflict, but has disclosed it out of an abundance of caution.

53. Prior to joining the firm, K&E partner Albert Cho represented numerous clients adverse to K&E's current and former restructuring clients, including debtors in chapter 11. Out of an abundance of caution, K&E has instituted formal screening procedures to screen Mr. Cho from all K&E restrcturing matters.

21

K&E 14235536. 54. Prior to joining the firm, K&E partner Paul J. Astolfi represented numerous clients adverse to K&E's current and former restructuring clients, including debtors in chapter 11. Out of an abundance of caution, K&E has instituted formal screening procedures to screen Mr. Astolfi from certain K&E restrcturing matters.

55. The spouse ofK&E parner Helen E. Witt, P.c. is a managing director of

J.P. Morgan Chase & Co. (""J.P. Mor2an"). J.P. Morgan Trust Company, an affiliate of

J.P. Morgan, is, among other things, the indenture trustee to certain obligations of the Debtors under that certain Indenture dated Februar 24, 1995. K&E has instituted formal screening measures to screen Ms. Witt from all matters regarding K&E's representation ofthe Debtors.

(REMAINDER OF P AGE INTENTIONALLY LEFT BLANK)

22

K&E 14235536. Pursuant to 28 U.S.c. § 1746, I declare under penalty ofpeijury that the foregoing is true and correct to the best of my knowledge and belief.

Executed on April 16, 2009

By: Isl James H.M. Spravregen. Pc. Name: James H.M. Sprayregen, P.C.

23

K&E 14235536. EXHIBIT 1

The following lists contain the names of reviewed entities as described more fully in the Declaration. Where the names of the entities reviewed are incomplete or ambiguous, the scope of the search was intentionally broad and inclusive, and Kirkland & Ellis LLP reviewed each entity in its records, as more fully described in the Declaration, matching the incomplete or ambiguous name.

List of Exhibits

Exhibit Category 1 (a) 5% Equity Holders 1 (b) Competitors l(c) Counterparties to Hedging Agreements l(d) Current and Recent Former Directors and Officers l(e) Current and Recent Former Entities Affiliated with the Debtors and Non-Debtor Affiliates 1(t) Director and Officer Affiliations l(g) Guarantee Obligations 1 (h) Indenture Trustees and Known Bondholders 1 (i) Insurers 1 (j) Investment Bans l(k) Joint Venture Parties 1 (1) Lenders & Servicers l(m) Lessors l(n) Litigation Parties and Parties Which May Assert Claims Against the Debtors 1(0) Potential Postpetition Agents and Lenders l(p) Professionals l(q) Secured Creditors l(r) Representative Tenants l(s) Top 100 Unsecured Creditors 1 (t) Office of the United States Trustee for the Southern District of New York (and Key

Staff Members)

1

K&E 14235536. EXHIBIT l(A)

5% EQUITY HOLDERS

Barclays Global Investors UK Holdings Ltd. Fidelity Management & Research Co. FMR LLC General Trust Corp. MB Capital Parners III MB Capital Units LLC Pershing Square Capital Management LP Vanguard Group Inc., The Wellington Management Co. LLP

2

K&E 14235536. EXHIBIT 1 (B)

COMPETITORS

CBL & Associates Properties Inc. Centro Properties Group Ltd. Developers Diversified Realty Corp. Federal Realty Trust Kimco Realty Corp. Kite Realty Group Co. Real Estate Investment Trust Primars Retail Real Estate Investment Trust Regency Centers Corp. Simon Property Group Taubman Centers Inc. Weingaren Realty Investors Westfield Group

3

K&E 14235536. EXHIBIT l(C)

COUNTERP ARTIES TO HEDGING AGREEMENTS

Chatham Financial Corp. Constellation Energy Group Inc.

4

K&E 14235536. EXHIBIT 1(D) CURRNT AND RECENT FORMER DIRECTORS AND OFFICERS

Bayer, Joel Bergstrom, John Berman, Alexander L. Bucksbaum, John Bucksbaum, Matthew Chimitris, Michael Cohen, Alan S. Coronell, Elizabeth P. Courtis, Kathleen M. Cremens, Charles H. D'Alesandro, Thomas J., iv Downs, Anthony Dreyer, Michelle A. Eisenberg, Marshall E. Freibaum, Bernard Gern, Ronald L. Hamm, Gregory F. Hay, Suzanne M. Holland, Melinda Houghton, Peter Howard, John V. Hoyt, Edmund Hrabe, Alison Karre, Lyle Lano, James D. Lhotka, Charles E. McCullough, Julia A. Metz, Adam S. Michaels, Robert A. Nolan, Thomas H., Jr. Novack, Victoria L. Palkovitz, Jeffrey C. Peoples, Beth L. Polonia, Sharon M. Riordan, John T. Sadler, Jim Schlemmer, Jean Sheehy, Kate M. Sheridan, Daniel J. Sigal, Howard A. Silverberg, Ari Stawikey, Mary S. Steele, John W., III

5

K&E 14235536. Stewart, Beth A. Taylor, Jeff Tussie, Cheryl A. Wight, Linda Wiliams, Carol A. Wilson, Waren W. Wyant, Robert C.

6

K&E 14235536. EXHIBIT HE)

CURRENT AND RECENT FORMER ENTITIES AFFILIATED WITH THE DEBTORS AND NON-DEBTOR AFFILIATES

10 CCC Borrower LLC 10 CCC Business Trust 10000 Covington Cross LLC 10000 West Charleston Boulevard LLC 10190 Covington Cross LLC 10450 West Charleston Boulevard LLC 1120/1140 Town Center Drive LLC 1160/1180 Town Center Drive LLC 1201-1281 Town Center Drive LLC 1251 Center Crossing LLC 1450 Center Crossing Drive LLC 1451 Center Crossing Drive LLC 1551 Hilshire Drive LLC 1635 Village Centre Circle LLC 1645 Vilage Center Circle LLC 170 Retail Associates Ltd. 20 CCC Borrower LLC 20 CCC Business Trust 30 CCC Borrower LLC 30 CCC Business Trust 40 CCC Borrower LLC 50 CCC Borrower LLC 500 West Associates LLC 500 West Capital LC 60 CCC Borrower LLC 9901-9921 Covington Cross LLC 9950-9980 Covington Cross LLC Abbey Acquisition LLC

Abbey Note ACB Parking Business Trust Aeroclube Plaza Show Alameda Mall Associates Alameda Mall LLC Albara Participacoes Ltda. LLC Alderwood Mall Holding LLC Aliansce Shopping Centers SA Allen Towne Mall Holding LLC AllenTowne Mall LLC AllenTowne Mall LP LLC

7

K&E 14235536. Altamonte Mall Venture Altamonte Springs Mall LLC American City Building Corporation Anaheim Crossing ANKAall Apache Mall LLC Parking LLC Arowhead Towne Center AU Management Co. LLC Augusta Mall Anchor Acquisition LLC Augusta Mall Anchor Holding LLC Augusta Mall Holding LLC Augusta Mall LLC Augusta Mall Partnership Austin Bluffs Plaza Austin Mall Inc. Austin Mall LLC Austin Mall LP Bailey Hils Vilage Bakersfield Mall Inc. Bakersfield Mall LLC Baltimore Center Associates LP Baltimore Center Garage LP Baltimore Center LLC Bangu Shopping Bay City Mall Associates LLC Bay Shore Mall I LLC Bay Shore Mall II LLC Bay Shore Mall Inc. Bay Shore Mall Parners LLC Baybrook Mall LP Bayside Center LP Bayside Marketplace LLC BCI Holdings Inc Beachwood Place GP SPE LLC Beachwood Place Holding LLC Beachwood Place Inc. Beachwood Place LLC Beachwood Place LP Beachwood Place Mall LLC Bells Fair Partners Benson Ground Leases Benson Park Business Trust Beverage Operations Inc.

8

K&E 14235536. Birchwood Mall LLC Birchwood Mall Parners LLC Boise Mall LLC Boise Plaza Boise Town Plaza Boise Town Square Boise Town Square Anchor Acquisition LLC Boise Towne Plaza LLC Boulevard Associates Boulevard Mall I LLC Boulevard Mall II LLC Boulevard Mall Inc. Boulevard Mall, The Boulevard Shopping Brass Mil Center & Commons Bridgeland GP LLC Bridge1and MP Community Bridgelands Bridges at Mint Hil, The Mall Development LLC Bridgewater Commons Mall II LLC Bridgewater Commons Mall LLC BTS Properties LC BTS Properties LLC Burlington Town Center II LLC Burlington Town Center LLC, The Cache Valley LLC Cache Valley Marketplace Caledonian Holding Co. Inc. Cannery Chicago LLC Cannery, The Canyon Point Vilage Center Canyons Center Canyons Center (1160/1180 Town Center Drive) Inc. Capital Mall LLC Carolina Place LLC CarefourSA Maltepe Park Caxias Shopping CCC Association Borrower LLC CCC Exhibit Borrower LLC CCC Parking Borrower LLC CCC Ridgely Borrower LLC Center Pointe Plaza LLC Century Plaza Inc.

9

K&E i 4235536. Century Plaza LLC Champaign Market Place LLC Chapel Hils Mall LLC Chattanooga Mall Inc. Chesapeake Investors LLC Chico Mall LLC Chico Mall LP Chrstiana Acquisition LLC Chrstiana Anchor Acquisition LLC Chrstiana Holdings I LLC Chrstiana Mall LLC Chula Vista Center LLC Circle-T Ranch Clackamas Mall LLC Acquisitions LLC CM Theatre Business Trust CMA Access Co. LLC CM-H Business Trust CMI Corporate Parking Business Trust CM - N Business Trust Inc. Coastland Center LLC Coastland Center LP Colln Creek Anchor Acquisition LLC Collin Creek Inc. Collin Creek Mall LLC Colln Creek Mall LP Colony Square Land LLC Colony Square Mall Colony Square Mall LLC Columbia Bank Drive Thr Columbia Center-CA Building Columbia Center-Exhibit Building Columbia Corporate Center (Seventy) Columbia Corporate Center Offices Columbia Corporate Center Parking Columbia Crossing LLC Columbia Land Holdings Inc. Columbia Mall Business Trust Columbia Mall Inc. Columbia Mall LLC Columbia Mall SPE LLC Columbia Management Inc. Columbia Regional Office Columbiana Center

10

K&E 14235536. LLC Coronado Center Holding LLC Coronado Center LLC Corporate Housing Partnership Corporate Pointe Corporate Pointe #2 Corporate Pointe #3 Corporate Pointe 1 Corporate Pointe North Costa Rica Land Trusts Cottonwood Mall LLC Cottonwood Square Country Hills Plaza LLC CPM Land LLC Crocker Downtown Development Associates Crocker III Ltd. Crocker Mizner Park iv Ltd. Cross Keys Village Square Condominium Inc. Crossing Business Center #6, The Crossing Business Center #7, The Crossing Business Center (10000 Covington Cross), The Crossing Business Center (10190 Covington Cross), The Crossing Business Center (1201-1281 Town Center Drive), The Crossing Business Center (1635 Vilage Centre), The Crossing Business Center (1645 Village Center), The Crossing Business Center (9901-9921 Covington Cross), The Crossing Business Center (9950-9980 Covington Cross), The Crossing Business Center, The Crossings at , The Crossroads Center Crossroads Center Land Crossroads Mall Land Inc., The Crossroads Mall Land LLC, The Crossroads Mall, The Crossroads, The Cumberland Mall LLC CURAGGP Investment Corporation SARL CV Center Inc. Cypress LA LLC DayJay Associates Deerbrook Anchor Acquisition LLC LLC Division Crossing DK Burlington Town Center LLC Eagle Ridge Mall Inc. Eagle Ridge Mall LP

11

K&E 14235536. East Mesa Land LLC East Mesa Mall LLC Eastridge Mall Eastridge Shopping Center LLC ECE Turkish Joint Venture ECE/GGP Gayrmekul Insaat Y onetim Ve Gelistirme AS Eden Prairie Anchor Acquisition Eden Prairie Anchor Building LLC Eden Prairie Center Eden Prairie Mall Inc. Eden Prairie Mall LLC Elk Grove Promenade Elk Grove Town Center LLC Elk Grove Town Center LP Emerson Land Business Trust Emerson Land LLC Emerson MPC ER Land Acquisition LLC Espark Fairwood Commercial Front Foot Benefit Co. LLC Fairwood Front Foot Benefit Co. LLC Fairwood Master Planed Community Fairwood MPC Fairwood-Four Front-Foot Benefit Co. LLC Fairwood-GPP Front-Foot Benefit Co. LLC Fairwood-Promise Front-Foot Benefit Co. LLC Fairwood-Prospect Front-Foot Benefit Co. LLC Fairwood-Three Front-Foot Benefit Co. LLC Fallbrook Center Fallbrook Square Partners LLC Fallbrook Square Partners LP Fallen Timbers Shops II LLC Fallen Timbers Shops LLC Faneuil Hall Beverage LLC Faneuil Hall Marketplace Inc. Faneuil Hall Marketplace LLC Fashion Place Anchor Acquisition LLC Fashion Place LLC Fashion Show Expansion LLC Fashion Show Mall LLC Fenway Retail Services Inc. Fifty Columbia Corporate Center LLC LLC LLC Floripa Shopping Foothils Mall

12

K&E 14235536. Fort Union Forty Columbia Corporate Center LLC Four OM LLC Four OM SPE LLC F our Owings Mills Corporate Center Land LP Four State Facility Corp. Four State Joint Venture Four State Properties LLC Fox River Plaza North LLC Fox River Shopping Center LLC Fox River Shopping Center LLP Franklin Park Mall Co. LLC Franlin Park Mall Inc. Franklin Park Mall LLC Franklin Park Mall LP Frascatti Investimentos Imobiliarios Ltda. Fremont Plaza LLC Future Landholder Gallery at Harbor Place, The

Gallery at Harborplace Parking Garage Gateway Center Gateway Crossing LLC Gateway Crossing Shopping Center Gateway Mall Gateway Mall Partners Gateway Overlook Gateway Overlook Borrower LLC Gateway Overlook Business Trust Gateway Overlook II Borrower LLC Gateway Overlook II Business Trust Gateway Overlook III Business Trust GEAPE Land Holdings II Inc. General Growth 170 (GP) LLC General Growth 170 LP General Growth Management Inc. General Growth Management of Inc. General Growth Management of Inc. General Growth Inc. General Growth Properties Inc. General Growth Wilowbrook LLC General Growth-Westlake (GP) Inc. General Growth-Westlake LP GG DR LLC

13

K&E 14235536. GGMI Mallibu Inc. GGP 110 Holding LLC GGP 110 Inc. GGP 11 0 LLC GGP 125 LLC GGP 168th Street LLC GGP 168th Street LLC GGP Acquisition LLC GGP Ala Moana Holdings LLC GGP Ala Moana LLC GGP American Holdings Inc. GGP American Properties Inc. GGP Brasil Participacoes SA GGP Brazil I LLC GGP Brazil II LLC GGP Capital Trust I GGP Contractor Inc. GGP Development LLC GGP Echelon Place LLC GGP Finance LLC GGP General I Inc. GGP General II Inc. GGP Genesis Costa Rica LLC GGP Holding II Inc. GGP Holding II Services Inc. GGP Holding Inc. GGP Holding Services Inc. GGP International LLC GGP Ivanhoe II Inc. GGP Ivanhoe III Services Inc. GGP Ivanhoe Inc. GGP Ivanhoe IV Services Inc. GGP Ivanoe Services Inc. GGP Jordan Creek LLC GGP Kapiolani Development LLC GGP Knollwood Mall LP GGP LH Holdings LLC GGP LP GGP Lux Co. SARL GGP LLC GGP Mezzanine One LLC GGP Natick Residence LLC GGP Savannah LLC GGP Title Inc. GGP Turkey Investco LLC GGP Turkey Management LLC

14 K&E 14235536. GGP Ventues Brazil Holding LLC GGP Ventures Costa Rica LLC GGP Vilage at Jordan Creek LLC GGP/H Holding Inc GGP/Homar II LLC GGP/Homart II Services Inc. GGP/Homart Inc. GGP/Homart Services Inc. GGP-Arowhead Inc. GGP-Bay City One Inc. GGP-Brass Mil Inc. GGP-Bridgeland LP GGP-Buckland Hils One Inc. GGP-Buckland Hils Two Inc. GGP-Burlington LLC GGP-Canal Shoppes LLC GGP-CarolIna Place Inc. GGP-Columbiana Trust GGP-Concord Land Co. Inc. GGP-Cumberland Land LLC GGP-Deerbrook LP GGP-Foothils Land LLC GGP-Foothils LLC GGP-Four Seasons LLC GGP-Gateway Mall Inc. GGP-Gateway Mall LLC GGP-Gateway Mall Partners GGP-Glenbrook Holding LLC GGP-Glenbrook LLC GGP-Glendale Inc. GGP-Grandville II LLC GGP-Grandvile Land LLC GGP-Grandville LLC GGP- Inc. GGP-La Place Inc. GGP-Lakeland Inc. GGP-Lakeland Inc. GGP-Lakeview Square Inc. GGP-Lansing Mall Inc. GGP-Lincolnshire LLC GGPLP Development LLC GGPLP LLC GGP-Macon LLC GGP-Maine Mall Holding LLC GGP-Maine Mall Land LLC GGP-Maine Mall LLC

15

K&E 14235536. GGP-Mallof Louisiana II LP

GGP-Mall of Louisiana Inc.

GGP-Mall of Louisiana LP GGP-Mint Hil LLC GGP-Moreno Valley Inc. GGP-Natick Services Inc. GGP-Natick Trust GGP-Natick West LLC GGP-Neshaminy Inc. GGP-Neshaminy Trust GGP-Newgate Mall Inc. GGP-Newgate Mall Inc. GGP-Newpark Inc. GGP-Newpark LLC GGP-North Point Inc. GGP-North Point Land LLC GGP-Northbrook Inc. GGP-Otay Ranch LLC GGP-Otay Ranch LP GGP- Mall LLC GGP-Pecanland II LP GGP-Pecanland Inc. GGP-Pecanland LP GGP-Pembroke Lakes II Inc. GGP-Pembroke Lakes Inc. GGP-Redlands Mall LLC GGP-Redlands Mall LP GGP-Rogers Retail LLC GGP-Sikes Senter LLC GGP-South Shore Partners Inc. GGP-Steeplegate Inc. GGP-Sugar Land Mall LP GGP-Superstition Springs Inc. GGP-TRS LLC GGP- TRS Services Inc. GGP-Tucson Land LLC GGP- Tucson Mall LLC GGP-Tyler Mall LLC GGP-UC LLC GGP- Wilowbrook Land LP GGP- Wilowbrook LP Glendale Anchor Acquisition LLC Glendale Associates Ltd. Glendale Galleria

16

K&E 14235536. Glendale Holding Inc. Glendale Holding LLC Glendale I Mall Associates LLC Glendale II Associates LP Glendale II Mall Associates LLC Glendale Ohrbach's Associates LLC Governor's Square LLC Governor's Square Mall LLC at the Venetian, The Grand Canal Shops II LLC Grand Teton Mall & Plaza Grand Traverse Mall Holding Inc. Grand Traverse Mall Partners LP Grandvile Mall II Inc. Grandville Mall Inc. Greengate Mall Inc. Greenwood Mall Inc. Greenwood Mall Land LLC Greenwood Mall LLC Halsey Crossing Harbor Place Associates LP Harborplace Harborplace Borrower LLC Harborplace Inc. Harborplace Management Co. LLC Harper's Choice Business Trust HCTSS LLC Head Acquisition LP Hex Holding LLC Hexalon Real Estate Inc. HHP Governent Services LP Hickory Ridge Vilage Center Inc. J oint Venture, The Highland Mall LP Hilshire Property HMF Properties LLC HMF Properties LP Ho Retail Properties I LP Ho Retail Properties II LP Hocker Oxmoor LLC Hocker Oxmoor Partners LLC Hoover Mall Holding LLC Hoover Mall Limited LLC Hoover Mall Services LLC

17

K&E 14235536. Howard Hughes Canyon Pointe Q4 LLC Howard Hughes Centerpoint LLC Howard Hughes Corp., The Howard Hughes Plaza Howard Hughes Properties Inc. Howard Hughes Properties IV LLC Howard Hughes Properties LP Howard Hughes Properties V LLC Howard Hughes Realty Inc Howard Research & Development Corp., The Howard Retail Investment Co. LLC HRD Commercial Properties Inc. HRD Investment Inc. HRD Parking Deck Business Trust HRD Parking Inc. HRD Parking Two HRD Properties Inc. HRD Remainder Inc. HRE Flanc Inc. HRE Perimeter LLC H-Tex Inc. Hughes Corp., The Hughes Properties Inc. Hughes Summerlin Other Hulen Mall LLC Hulen Owner LP Hunt Valley Title Holding Co. LLC Jequitiba Plaza Shopping JP Realty Inc. Inc. Kalamazoo Mall LLC Kapiolani Condominium Development LLC Kapiolani Retail LLC Kendall Town Center Kenwood Mall Holding LLC Kenwood Mall LLC Knollwood Company LP Knollwood Mall Inc. La Cantera Holding GP LLC La Cantera Holding LP La Cantera Retail LP La Cantera Specialty Retail LP La Place Shopping Corp. La Place Shopping LP

18

K&E 14235536. Lake Meade & Buffalo Partnership Lakefront North Parking Inc. LLC Lakeside Mall Holding LLC Lakeside Mall LLC Lakeside Mall Property LLC Lakeview Square Lakeview Square LP Lakeview Square Mall Lancaster Trust Land Trust No 89433 Land Trust No 89434 Land Trust No FHB-TRES 200601 Land Trust No FHB- TRES 200602 Landmark Mall Inc. Landmark Mall LLC Lansing Mall LP Learning Mall LLC The Lent Ranch LP Lincolnshire Commons LLC Lockport LLC Lockport Mall Lot 39 in Columbia Lot 48 Business Trust Lot 49 Business Trust Lot C in Columbia Lot D in Columbia LP Rouse-Houston LLC LRVC Business Trust Lynnhaven Holding LLC LLC Maguire Partners-Playa Vista Maguire Parners-Playa Vista Area C Maine Mall, The Majestic Holdings LLC Majestic Partners-Provo LLC Mall at Sierra Vista, The Mall Entrances Business Trust Mall in Columbia Business Trust, Holding II LLC, The Mall in Columbia Holding LLC, The Mall in Columbia, The Mall of Louisiana Holding Inc. Mall of Louisiana Land Holding LLC Mall of Louisiana Land LP Mall of Louisiana Power Center

19

K&E 14235536. Mall of the Bluffs LLC Mall of the Bluffs Partners LLC Mall St Matthews Co. LLC Mall St Vincent Inc. Mall St Vincent LP

Mall Finder Network LLC Market Place Shopping Center Maui Onion Festival, The Maui Ranch Property Mayfair Mall LLC Mayfair Property Inc. Meadows Mall Merrck Park Holding LLC Merrck Park LLC Merrck Park Parking LLC Merrweather Post Business Trust Merrweather Post Pavilion Metro Plaza MetroCity Migros-Center Beylikduzu Migros-Center Natalia Mizner Park Holdings I LLC Mizner Park Holdings II LLC Mizner Park Holdings III LLC Mizner Park Holdings IV LLC Mizner Park Holdings V LLC Mizner Park Venture LLC Moinhas Shopping Mondawmin Borrower LLC Mondawmin Business Trust Montclair Plaza LLC MSAB Holdings Inc. MSAB Holdings LLC MSM Property LLC Nacional Iguatemi Admininistracao Ltda. Nacional Iguatemi Bahia Administracao e Participacoes Ltda. Natick Collection LLC Natick Nouvelle Natick Retail LLC Natick West Neighborhood Stores Neshaminy Mall Joint Venture LP

20

K&E 14235536. New Orleans Riverwalk Associates New Orleans Riverwalk LP New River Associates New River Center LLC Newgate Mall Land Acquisition LLC NewPark Anchor Acquisition LLC NewPark Mall Anchor Acquisition NewPark Mall LLC North Plains Mall LLC North Star Anchor Acquisition LLC North Star Anchor Acquisition LP Anchor North Star Mall LLC North Town Mall LLC North Wacker I LLC Northbrook Court II LLC Northbrook Court LLC LLC Northrdge Northtown Mall Northwest Associates Northwest Ohio Mall LLC NS Mall Property LP NSMJV LLC NSMJV LP Oak Brook Urban Venture LP Oak View Mall LLC Oakbrook Facilities Corp. Oakbrook Shopping Center LLC Oakland Ridge Industrial Development Corp. Oakland Ridge Industrial Park Oaks Mall LLC Oaks Mall/W estroads Mall, The Oakwood Hils Mall LLC Oakwood Hils Mall Partners LLP Oakwood Shopping Center LP Oglethorpe Mall LLC Oklahoma Mall Inc. Oklahoma Mall LLC OM Borrower LLC OM Land Development LLC One Owings Mils Corporate Center Associates LP

21

K&E 14235536. One Owings Mils Corporate Center LLC One Wilow Co. LLC Orem Plaza Center & State Street Orem Plaza Center Street LLC Oviedo Marketplace Owings Mils Corporate Center Owings Mils Corporate Center 1 Owings Mils Corporate Center 2 Owings Mils LP Owings Mils Mall Owings Mils Shopping Center Paramus Equities LLC Paramus Park Inc. Paramus Park LLC Paramus Park Shopping Center LP Parcel C Business Trust Parcel D Business Trust Parcit-IIP Lancaster Venture Parcity LLC Parcity Trust Park City Holding Inc. Park Mall Inc. Park Mall LLC Mall Holding LLC Park Meadows Mall LLC Park Place Park Square LP Parke West LLC Parks at Arlington LLC Parkside LP Parkview Office Building LP Passeio Shopping at Buckland Hils LLC PC Lancaster LLC PC Lancaster Trust PDC Community Centers LLC PDC Holding LLC PDC- Eastridge Mall LLC PDC-Red Cliffs Mall LLC LLC Pecanland Anchor Acquisition LLC Anchor Acquisition Ltd.

22

K&E 14235536. Perimeter Center LLC Facilities LLC Perimeter Mall Inc. Perimeter Mall LLC Perimeter Mall Venture LLC Phase II Mall Subsidiary LLC Piedmont Mall LLC Pierre Bossier Mall LLC Pine Ridge Mall LLC Pines Mall Parners Pines Mall, The Pinnacle Hils LLC Pinnacle Hils Power Center Pinnacle Hils Promenade Pinnacle South LLC Pioneer Office LP Pioneer Place LP Pioneer Tower Planole Store LP Plaza 800 LLC Plaza 800 Skippers Plaza 9400 Plaza 9400 Shops Price Development Co. LP Price Development TRS Inc. Price Financing Partnership LP Price GP Corp. Price GP LLC Price NT LLC Price Spokane LP Price-ASG LLC Price-Boise Co. Ltd. Price-James Co. Inc. Princeton Land East LLC Princeton Land LLC Providence Place Holdings LLC Provo Mall Development Co. Ltd. Provo Mall LLC Provo Plaza PTC Trailer Court LLC RA Hotel Inc. RA West Inc. RA-CFH LLC

23

K&E 14235536. RASCAP Realty Ltd. Red Cliffs Mall Red Cliffs Plaza Red Rock Investment LLC Redlands Land Acquisition Co. LLC Redlands Land Acquisition Co. LP Redlands Land Holding LLC Redlands Mall Redlands Promenade Regency Square Mall Ridgedale Center LLC Ridgedale Joint Venture Ridgley Building Rio West LLC Rio West Mall River Falls Mall River Falls Mall LLC River Falls Mall Partners River Hils Land LLC River Hils Mall LLC River Hils Mall LLP River Pointe Plaza Riverchase Anchor Acquisition LLC Riverlands Shopping Center Rivers Park ABC LLC Riverside Plaza Riverspark Associates LP Rivertown Crossings Riverwalk Marketplace Rochester Mall LLC Rogers Retail LLC Holding LLC Rogue Valley Mall LLC Rolim Associates Ropro TRS Inc. Rouse Co Business Trust, The Rouse Co. at Owings Mills LLC, The Rouse Co. BT LLC, The Rouse Co. LP, The Rouse Co. of Florida LLC, The Rouse Co. of LLC, The Rouse Co. of Louisiana LLC, The Rouse Co. of Michigan LLC, The Rouse Co. of Minnesota LLC, The Rouse Co. of Ohio LLC, The

24

K&E 14235536. Rouse Co. of Texas LLC, The

Rouse Co. of LLC, The Rouse Co. Operating Parnership LP, The Rouse Co. Protective Trust Inc., The Rouse Co., The Rouse Columbus Square LLC Rouse Commercial Properties Inc. Rouse Commercial Properties LLC Rouse FS LLC Rouse Holding LP Rouse Investing Co. LLC Rouse Investment LP Rouse LLC Rouse Oakbrook LLC Rouse Office Management of Arizona LLC Rouse Property Management Inc. Rouse Providence LLC Rouse Ridgedale Holding LLC Rouse Ridgedale Inc. Rouse Ridgedale LLC Rouse SI Shopping Center LLC Rouse SL Shopping Center Inc Rouse Southland Inc. Rouse Southland LLC Rouse Transportation LLC Rouse Tri-Party Miscellaneous LLC Rouse Tri-Party TRS Inc. Rouse-Abbey LLC Rouse-Arizona Center LLC Rouse-Arizona Retail Center LP Rouse- Brandywood Inc. Rouse-Bridgewater Commons LLC Rouse-Fairwood Development Corp. Rouse-Fairwood Development Limited Partnership Rouse-Governor's Square LLC Rouse-Highland Inc. Rouse- Highland LLC Rouse-Houston GP LLC Rouse-Houston LP Rouse-Houston LP LLC Rouse-MerchantWired Inc. Rouse- LLC Rouse-Mizner Park LLC Rouse-New Orleans LLC Rouse-Oakwood Shopping Center Inc. Rouse-Oakwood Shopping Center LLC

25

K&E 14235536. Rouse-Orlando Inc. Rouse-Orlando LLC Rouse-Park Meadows Holding LLC Rouse-Park Meadows LLC Rouse-Phoenix Cinema LLC Rouse- Phoenix Corporate Center LP Rouse-Phoenix Development Co. LLC Rouse-Phoenix Development Corp. Rouse-Phoenix Hotel Corp. Rouse-Phoenix Hotel Parking Inc. Rouse-Phoenix Master LP Rouse-Phoenix Theatre LP Rouse-Portland Inc. Rouse-Portland LLC Rouse- Inc. Rouse-Seattle LLC Rouse- LLC Rouse- TTC Funding LLC Rouse-Urban Acquisition LLC Rouse-Urban LLC Rouse-West Dade Inc. Rouse-Westlake LP Rouse-Westlake LP II Rouse- Wincopin Inc. Rouse- Wincopin LLC RREF Hotel Holdings Inc. RS Properties Inc. Running Brook Borrower LLC Running Brook Business Trust Saint Louis Galleria Anchor Acquisition LLC Saint Louis Galleria Holding LLC Saint Louis Galleria LLC Saint Louis Land LLC Inc. Salem Mall LLC Santana Parque Shopping Seaport Marketplace Inc. Seaport Marketplace LLC Seaport Marketplace Theatre Inc. Seaport Marketplace Theatre LLC Senate Plaza Seventy Columbia Corporate Center Inc. Seventy Columbia Corporate Center LLC Seventy Columbia Corporate Center LP Shoppes at Buckland Hils, The

26

K&E 14235536. Shoppes at Circle T Ranch Shoppes at River Crossing LLC Shoppes at , The Shopping Centers in Brazil Shopping Grand Rio Shopping Iguatemi Campina Grande Shopping Iguatemi Feira de Santana Shopping Iguatemi Salvador Shopping Leblon Shopping Via Parque Shops at Circle- T Ranch, The Shops at Fallen Timbers, , The Shops at Summerlin Centre, The Sierra Vista Mall LLC Sikes Senter LLC Sikes Senter LP Silver City Galleria LLC Silver Lake Mall LLC Sixty Columbia Corporate Center Inc. Sixty Columbia Corporate Center LLC Sooner Fashion Mall LLC South Shore Mall South Shore Parners LP South Street Seaport LP Southlake Mall LLC Southland Center Holding LLC Southland Center LLC Southland Mall Inc. Southland Mall LP Southpoint Land LLC Southpoint Mall Southpoint Mall LLC Southwest Denver Land LLC Southwest Plaza LLC Spokane Mall Development Co. LP Spokane Mall LLC & Plaza Spokane Valley Plaza Spring Hil Mall LLC St Cloud Land LLC St Cloud Mall Holding LLC St Cloud Mall LLC St. Louis Galleria Stansfield-Laurel Inc.

27

K&E 14235536. Steeplegate Mall Stone Lake LLC Stonebriar Anchor Acquisition LLC Stonebriar Ice Rink Stonebriar Mall LLC Stonestown Center Stonestown Shopping Center Holding LLC Stonestown Shopping Center LLC Stonestown Shopping Center LP Streets at Southpoint, The Summa Corp. Summerlin Centre LLC Summerlin Corp. Summerlin Hospital Medical Center LP Summerlin Medical Center LP Superstition Springs Holding LLC Superstition Springs Inc. Taboao Shopping Tallahassee Associates Terrapin Acquisition LLC THC-HRE LLC Three OM LLC Three OM SPE LLC Thee Owings Mills Corporate Center Land LP Three Rivers Mall LLC Three Willow Co. LLC Three Wilow Corp. Town Center Development Co. GP LLC Town Center Development Co. LP Town Center East Business Trust Town Center East Parking Lot Business Trust Town East Mall LLC Town East Mall LP Towson TC LLC Towson Town Center Tracy Mall Inc. Tracy Mall Partners I LLC Tracy Mall Parners II LP Tracy Mall Partners LP Trails Vilage Center Trails Vilage Center Co. TRC Co-Issuer Inc. TRC Parking Business Trust TRC Wilow LLC

28

K&E 14235536. Triangle Business Center I LP Tri-Party Miscellaneous LLC Tri-Pary Non-856 Assets LLC TTC Member LLC TTC SPE LLC Tucson Anchor Acquisition LLC Tucson Mall Tucson Mall (4848 Parcel) TV Investment LLC TWC Commercial Properties LLC TWC Commercial Properties LP TWC Land Development LLC TWC Land Development LP TWC Operating LLC TWC Operating LP TWCPC Holdings GP LLC TWCPC Holdings LP Twin Falls Crossing TWLDC Holdings GP LLC TWLDC Holdings LP Two Arizona Center LLC Two Owings Mills Corporate Center Associates LP Two Owings Mils Corporate Center Inc. Two Owings Mils Corporate Center LLC Two Willow Co. LLC Two Wilow Corp. Tyler Mall LP Tysons Galleria LLC UC Oakbrook Genpar LLC UK-American Properties Inc. UK-LaSalle LLC University Crossing Urban Shopping Centers LP Valley Hils Mall Inc. Valley Hils Mall LLC Valley Plaza Anchor Acquisition LLC VCK Business Trust VCK Holdings Inc. Victoria Ward Center LLC Victoria Ward Entertainment Center LLC Victoria Ward Industrial Victoria Ward Ltd. Victoria Ward Services Inc. Vilage at Bridgewater Commons, The Vilage at Jordan Creek

29

K&E 14235536. Village at Merrck Park Vilage at Redlands, The Vilage of Cross Keys Inc., The Vilage of Cross Keys LLC, The

Vilage of Merrck Park Visalia Mall LLC Visalia Mall LP Vista Commons LLC Vista Ridge Joint Venture LP Vista Ridge Mall Vista Ridge Mall LLC V 010, IL Land VW Condominium Development LLC Ward Center Warehouse Ward Centers Ward Entertainment Center Ward Gateway-Industrial-Vilage LLC Ward Plaza-Warehouse LLC Water Tower Joint Venture Water Tower LLC WECCR General Partnership WECCR Inc. Weeping Willow RNA LLC West Kendall Holdings LLC West Oaks Anchor Acquisition LLC West Oaks Mall West Oaks Mall Trust West Windsor Town Center Westcoast Estates Associates LP Westlake Retail Associates Ltd. LLC Westwood Mall LLC Westwood Mall LP Whalers Vilage Fine Shops & Restaurants Whalers Village Museum White Marsh General Partnership White Marsh Mall Associates White Marsh Mall LLC White Marsh Phase II Associates White Mountain Mall LLC Wilow SPE LLC Wilowbrook II LLC

30

K&E 14235536. Wilowbrook Mall (TX) LLC Wilowbrook Mall Anchor Acquisition (TX) LLC Wilowbrook Mall LLC Wilowbrook Mall LP Wincopin Restaurant Business Trust Woodbridge Center Property LLC Woodlands Acquisition LLC Woodlands Beverage Inc., The Woodlands Brokerage LLC, The Woodlands Commercial Brokerage Co. LP, The Woodlands Commercial Properties Co. LP, The Woodlands Corp., The Woodlands Custom Residential Sales LLC, The Woodlands Custom Sales LP, The Woodlands Development Co., The Woodlands Holding Hotel GP LLC, The Woodlands Holding Hotel LP, The Woodlands Hotel GP LLC, The Woodlands Hotel LP, The Woodlands Land Development Co. LP, The Woodlands Mall Associates LLC, The Woodlands Mall, The Woodlands MPC Operating Woodlands MPC-Commercial Woodlands MPC- Land Woodlands Office Equities-95 Ltd. Woodlands Operating Co. LP, The Woodlands Vilage Woodlands VTO 2000 Commercial GP LLC Woodlands VTO 2000 Commercial LP Woodlands VTO 2000 Land GP LLC Woodlands VTO 2000 Land LP WV SUB LLC Yangon Participacoes Ltda. Yellowstone Square & Shop

31 K&E 14235536. EXHIBIT 1(F

DIRECTOR AND OFFICER AFFILIATIONS

Aetna Realty Investors AEW Capital Management LP AEW Parners Funds Airespace Inc. American Academy of Arts & Sciences, The

American College of Real Estate Lawyers American Institute of Certified Public Accountants American Jewish Committee, Chicago Chapter Advisory Board American Real Estate & Urban Economics Association, The AMLI Residential Properties Trust Anglo-American Real Property Institute, The Aspen Music Festival & School Avatar Holdings Inc. Bally Fitness Franchising Inc. Bally Franchise RSC Inc. Bally Franchising Holdings Inc. Bally Sports Clubs Inc. Bally Total Fitness Holding Corp.

Bally Total Fitness of Inc. Bally Total Fitness of The Mid-Atlantic Inc. Bally Total Fitness of Upstate New York Inc. Bank One NA Baruch College, Zicklin School of Business Bedford Property Investors Inc. Brookings Institution, The CarMax Inc. Center Cos., The Charter Real Estate Investment Trust Charter Realty Holdings Ltd. Chiasso Inc. Cisco Systems Inc. CO Space Inc. CO Space Services LLC

Columbia University Graduate School of Business

Counselors of Real Estate, The CPlane Inc. Crocker Trust Inc. Deloitte & Touche Engineered Controls International Inc. EOP Operating LP Equity Financial & Management Co. Equity Office Properties Trust Essex Property Trust Inc.

32

K&E 14235536. Fairfax County (V A) Economic Development Council, The

Field Museum of Natural History First National Bank of Chicago, The Goldman Sachs & Co HON Industries ICSC ICSC Foundation Imperial Parking Corp

Institute of Management Accountants Inc. International Business Machines Corp. International Council of Shopping Centers Inc. Ivanhoe Cambridge Inc. Jel Sert Co., The JMB Realty Corp. Jones Lang LaSalle Inc. Kravco Co. Loreto Bay Co. Mall of the Bluffs Council Bluffs Institute of Technology, Thomas G Eastman Chair Massachusetts Mutual Life Insurance Corp. Mexico City News Mobil Land Development Corp. NAACP Legal Defense & Educational Fund Inc. NAREIT National Academy of Public Administration National Association of Real Estate Investment Trusts National Investor Relations Institute National Investor Relations Institute, Chicago Chapter National Realty Roundtable Neal Gerber & Eisenberg LLP NIRI Northern Ilinois University Inc. Northern Technology Council Inc. Ounce of Prevention Fund Penton Media Inc. Persistence Software Inc. Pittway Corp. Polaris Capital LLC Polaris Capital Management Inc. Rodamco North America NV Rouse Co. LP, The Rouse LLC Sally Beauty Holdings Inc. Sally Holdings LLC Salomon Brothers Inc. Storetraxcom

33

K&E 14235536. Tahoe Networks Inc. Taubman Realty Group LP Terrabrook Trefethen & Co. Trefethen Capital Parners LLC UDC Homes Inc.

United States Ski & Snowboard Team Foundation Board of Trustees University of California Real Estate Center University of Chicago Hospitals University of Denver University of Ilinois, College of Law, Board of Visitors University ofIowa Executive MBA Program

University ofIowa, School of Management, Board of Advisors

University of Minnesota (inc.)

University of Pennsylvania, Wharton School, Advisory Board University of Pennsylvania, Wharton School, Samuel Zell and Robert Lurie Real Estate Center

University of South Dakota Foundation Board of Trustees

University of Wisconsin-Madison, School of Business, Center for Urban Land Economics

Research, Board of Directors Urban Economics Policy Advisory Board Urban Land Institute Urban Land Institute, Advisory Studies Urban Shopping Centers Inc. US Ski & Snowboard Team

USA Cycling Board of Trustees Vista Broadband Networks Inc. Westbrook Partners LLC

Wolf Block Schorr & Solis-Cohen LLP Woodlands Development Co., The Woodlands Operating Co. LP, The Wodd TEAM Sports Y gomi Inc. Young President's Organization

34

K&E 14235536. EXHIBIT l(G) GUARATEE OBLIGATIONS

Archon Financial LP NA Bank of Ireland Citicorp North America Commerzban AG, New York Branch Deutsche Bank Securities Inc. Deutsche Bank Trust Co. Americas Eurohypo AG German American Capital Corp. GMAC Commercial Mortgage Association ING Real Estate Finance (USA) Ivanhoe Capital LP LaSalle Bank NA Bank FSB Merrll Lynch Mortgage Lending Inc. Morgan Stanley Mortgage Capital Inc. New York Life Insurance Co. Teachers Insurance and Annuity Association-College Retirement Equities Fund US Ban NA Bank

35

K&E 14235536. EXHIBIT HID

INDENTURE TRUSTEES AND KNOWN BONDHOLDERS

American Enterprise Investment Service AR Asset Management Inc. Avery Capital Management LLC AX Rosenberg Investment Management LLC (US) Bane of America Securities LC

Ban Of New York Mellon, The Bank One NA Barclays Capital Inc. Blackrock Advisors LLC BNP Parbas Prime Brokerage Inc. BNP Paribas, New York Branch BNY Asset Management Brown Brothers Harrman & Co. Inc. Brown Investment Advisory & Trust Co. Capital Guardian Trust Co. (US) Capital Research & Management Company (US) Charles Schwab & Co. Inc. Citibank NA Citigroup Global Markets Inc. Citigroup Global Markets Inc. (US) Citigroup Global Markets Inc./Salomon Clearview Correspondent Services LLC Credit Suisse Securities (USA) LLC Custodial Trust Co. DA Davidson & Co. Denver Investment Advisors LLC Deutsche Ban Securities Inc. E*Trade Clearing LLC Edward D Jones & Co. Ferrs Baker Watts Inc. Fidelity International (UK) Ltd. Fidelity Management & Research Co. Fifth Third Bank First Clearing First National Ban of Chicago NA Goldman Sachs & Co Goldman Sachs International Greenwich Capital Harford Investment Management Co. Interactive Retail Equity Clearing Jefferies & Co. Inc. JP Morgan Jp Morgan NA

36

K&E 14235536. JP Morgan Clearing JP Morgan International JP Morgan Securites Inc.-Fixed JP Morgan Securities (US) JP Morgan Securities Inc JP Morgan Trust Co. NA Kensington Management Group LLC LaSalle Bank NA London Global Market LPL Financial Corp. M&I Marshall & Ilsley Bank Manufacturers & Traders Trust Co. Mellon Trust Merrll Lynch Global Securities Merrll Lynch Pierce Fenner & Smith Metropolitan West Asset Management LLC Morgan Keegan & Co. Inc. Morgan Stanley Morgan Stanley & Co. Inc. Morgan Stanley DW Inc. National LLC NBCN Inc./CDS New York Life Investment Management LLC Northern Trust Co., The Northern Trust Global Investments Oaktree Capital Management LP Onex Credit Partners LLC Options Express Inc. Pallas Investment Partners LP Partnerre Asset Management Corp. Pershing LLC Pimco-Pacific Investment Management Co. PNC Bank NA Pyramis Global Advisors LLC Raymond James & Associates Inc. RBC Capital Markets Corp. Ridge Clearng & Outsourcing Solutions Riversource Investments LLC Robert W Baird & Co. Inc. Rothschild et Cie Banque Sanford C Bernstein & Co LLC Inc. SEI Private Trust Co. SG Americas Securities LLC SSB-SPDRs SSB- Trust Custody

37

K&E 14235536. State Street Bank & Trust Co. Stifel Nicolaus & Co. Inc. Sun Capital Advisers LLC Sunrse Partners LLC TD Ameritrade Clearing Inc. TD Asset Management USA Inc. TD Ban, The Terra Nova Financial LLC Thrvent Financial For Lutherans UBS Financial Services Inc. UBS Securities LLC UBS Securities Ltd. (UK) UMB Bank NA Union Bank of California US Bank NA Wedbush Morgan Securities Inc. Ban Wilmington Trust Co.

38

K&E 14235536. EXHIBIT 1m

INSURERS

Alled World Assurance Co. American Guarantee & Liability Insurance Co. AON Arch Insurance Co. Arowhead General Insurance Agency Aspen Insurance (UK) Ltd. Axis Specialty Insurance Co. C.N.A. Chubb Corp., The Continental Casualty Co. Empire Indemnity Endurance American Specialty Insurance Co. Essex Insurance Co. Federal Insurance Co. Global Excess Parners LLC Hartford, The

Homeland Insurance Co. of New York Lancashire Insurance Co. (UK) Ltd. Landmark American Insurance Co. Lexington Insurance Co. One Beacon Pacific Insurance Co. Ltd. RSUI Society of Lloyds, The Swiss Re International SE Tokio Marine & Nichido Fire Insurance Co. Western Re/Managers Insurance Services Inc. XL Insurance America Inc. Zurich Financial Services

39

K&E 14235536. EXHIBIT 1(J)

INVESTMENT BANKS Bane of America Securities LLC Bane One Capital Markets Inc. BT Alex Brown Inc. Citigroup Global Markets Inc. Commerzbank Capital Markets Corp. Deutsche Ban Securities Inc. Dresdner Kleinwort Wasserstein Grantchester Inc. Goldman Sachs & Co JP Morgan Securities Inc Lehman Brothers Inc. McDonald Investments Inc. Merrll Lynch Pierce Fenner & Smith Morgan Stanley & Co. Inc. PNC Capital Markets Inc. RBC Capital Markets Corp. Scotia Capital (USA) Inc. UBS Investment Bank UBS Securities LLC US Bancorp Piper J affray Inc. Wachovia Capital Markets, LIe Wells Fargo Brokerage Services LLC

40 K&E 14235536. EXHIBIT 1 (K)

JOINT VENTURE PARTIES

110 Building 835 Michigan LP AIDA (Clarion) AIL Investment LP AIL-Hillside Anaheim Crossing AON AON Risk Services Inc. Berman, Alexander L. Burnam Foundation Burnam/James CALPERS Caselmar LP Center Pointe Plaza & Vilage Center Centerpoint Management LLC CG Merrck LC Chrstensen Chrstiana Holdings II LLC Chrstiana Mall CIGNA CPI-Highland Associates LP CURA Beteiligungsgesellschaft Osterreich mbH CURA Beteiligungsgesellschaft Polen mbH CURA Beteilingungsgesellschaft Turkei mbH de Miranda, Aloysio Meirelles Development Resources Development Resources Wacker LLC ECE Europa Bau-und Projektmanagement GmbH ECE Middle East GmbH ECE Projektmanagement International GmbH Four State Facility Corp. Four State Properties Fourmall Acquisition LLC Fraga, Luiz Henrque Gateway Center - Buffalo Gateway Center - Lake Mead GBP I Fundo de Investimento em Participacoes Growth Head GP LLC Head Acquisition LP Highland Mall Homart II Properties Hunt Schwyhart Graham VI LLC Ilinois Teachers

41

K&E 14235536. IMI LLC Investment Properties II LLC Investment Properties LLC Ivanoe Ivanoe Equities V LP Ivanhoe Properties J ames, Thomas W. JB Hunt JCP Realty Inc. Jim Wilson & Associates LLC JP Morgan JP Morgan Strategic Property Fund Koehler Portfolio Manet Participacoes SA MASU6 Participacoes S.A. Mendes, Delcio Merrck Park (FL), Vilage of Merrck Park Member LLC Merrck Park Miscellaneous Income LLC Mizner Mall Holdings Inc. Mizner Office Holdings Inc. Mizner Park Mizner Park - Cartoon Museum Mizner Park Holdings Inc. Mondawmin Mall Morgan Stanley MS TWC Inc. MS/TWC Joint Venture Multiplan Empreendimentos Imobiliarios SA Neshaminy Mall New York State New York State Comptroller as Trustee of the Common Retirement Fund New York State Teacher's Retirement System Northwest Associates NYSTERS Oakbrook Center Ohio State Teachers One Owings Mills Corporate Center OTR (Affiliate of Ohio State Teachers' Retirement System) Perimeter Center Miscellaneous Income LLC Perimeter Mall Perimeter Mall Acquisition LLC Pinnacle Hils Promenade Provo Towne Centre Quail Springs Mall Riley Inc.

42

K&E 14235536. Rique, Renato Feitosa Riverchase Galleria Rodamco RREEF America LLC Shoppes at River Crossing, The Shops at Circle T Ranch, The Shops at La Cantera & Lifestyle Specialty, The Simon Properties Simon THS Inc. SK Koehler & Co. SPG Head GP LLC SPG Head LP LLC Spokane Valley Mall & Plaza Streets at Southpoint, The Summerline Medical Center Superstition Springs Center

Teacher's Retirement System of the State of Ilinois Trails Village Center TRS Properties Two Owings Mils Corporate Center UHS Holding Co. Inc. Universal Health Services Urban Shopping Centers LP USAA Real Estate Co. Vieira, Carlos Alberto Visco, Ewerton Espinda Water Tower Place WEA NY Inc. Westcor Realty LP Westfield Westfield Head LP Westlake 7 Building Partners LP Westlake Center Wilson Galleria LLC Wilson Macon LLC Woodlands Master Planned Community

43

K&E 14235536. EXHIBIT l(L)

LENDERS & SERVICERS

Aareal Capital Corp. Aberdeen Loan Funding Ltd. AIB Debt Management Ltd. A1centra Warehouse Ltd. Alled Capital Corp. American General Finance Corp. American Savings Bank FSB AMMC CLO iv Ltd. AMMC CLO V Ltd. AMMC CLO Vi Ltd. ARCAP Servicing Inc. Archon Financial LP Arstrong Loan Funding Ltd. Arts Loan Fund 2007-1 Ascension Loan Vehicle LLC Atrium V A venue CLO Fund Ltd. Avenue CLO II Ltd. Avenue CLO III Ltd. Avenue CLO iv Ltd. Avenue CLO V Ltd. Avenue CLO VI Ltd. Avery Street Clo Ltd. Ballyrock CLO II Ltd. Baltimore, City of (MD) Bane of America Securities LLC Bank of America NA Bank of America TX Ban Of East Asia Ltd., The Bank of Hawaii Corp. Bank of Ireland

Bank of New York Mellon Trust Co. NA, The Bank of the West Barc1ays Bank PIc Bayerische Landesbank Bear Stearns & Co. Bear Stearns Commercial Mortgage Inc. BLT 17 LLC Caja De Ahorros Del Mediterraneo Calyon New York Branch Cambria Instutional Loan Fund Capital Farm Credit Capmark Finance Inc.

44

K&E 14235536. Capmark Finance Inc. Centerline Servicing Inc. Central Pacific Ban Chang H wa Commercial Bank Ltd. Chase Manhattan Bank CIGNA Corporation Citicorp North America Inc. Citigroup Global Markets Inc. Citigroup Global Markets Realty Corp. Clarion Partners LLC Columbia National Real Estate Finance LLC Column Financial (CSFB) Column Financial Inc. Commerzbank AG Commerzbank AG, New York Branch Commerzban AG, New York Branch Comstock Funding Ltd. General Life Insurance Co. Credit Suisse First Credit Suisse Group AG CSFB CWCapital Asset Management LLC Deka Bank Deutsche Girozentrale Deutsche Ban AG, Cayman Islands Deutsche Bank AG, New York Branch Deutsche Bank Securities Inc. Deutsche Bank Trust Co. Americas E Sun Commercial Bank LA Branch Eaton Vance Institutional Senior Loan Fund Eaton Vance VT Floating Rate Income Emerson Place CLO Ltd. Emigrant Realty Finance LLC Endurance Specialty Insurance Ltd. Erste Bank NY Branch Eurohypo AG Eurohypo AG New York Branch Fidelity Advisor Series I Fidelity American High Yield Fund Fidelity Canadian Balanced Fund Fidelity Central Investment Portfolios LLC Fidelity Diversified Income & Growth Fidelity Fixed Income Trust Fidelity Securities Fund Fifth Third Bank First Financial Bank First Hawaiian Bank

45

K&E 14235536. First Trust/our Corners Senior First Union National Bank Floating Rate Senior Loan Funding Floating Rate Senior Loan Funding I Fortress Credit Investments I Ltd. Fortress Crerdit Investments II Ltd. Fountain Court Master Fund GEMSA Loan Services LP General Electric Capital Corp. German American Capital GMAC Commercial Mortgage Association GMAC Commercial Mortgage Corp. Goldman (2008 Bridge) Goldman Sachs Bank USA Goldman Sachs Group Inc. Goldman Sachs Lending Partners LLC Goldman Sachs Mortgage Co. Grayson & Co. Greenwich Capital Guggenheim Structured Real Estate H/2 Credit Partners Master Fund Ltd. H/2 Real Estate CDO 2006-1 Ltd. H/2 Targeted Return Strategies II Harbor Bank of Maryland, The Harbour View CLO 2006-1 Ltd. Hartford Income Fund, The Hartford Mezzanine Investors I Harford Total Return Bond Fund, The Hartford Total Return Bond HIs, The Holliday Fenoglio Fowler LP Hua Nan Commercial Bank Ltd. Hypo Real Estate Capital Corp. ING Clarion Parners LLC Ing Real Estate Finance (USA) LLC Ivanhoe Capital LP JE Robert Co. Inc. JP Morgan Chase & Co. JP Morgan Chase Bank NA KBC Bank NV KC CLO I Ltd. KC CLO II PIc Key Commercial Mortgage Keybank NA Keybank Real Estate Capital Keycorp Real Estate Capital Markets Inc. Keystone Nazareth Ban & Trust Co.

46

K&E 14235536. King Street Acquisition Co. LLC Landesbank Hessen- Thuringen Girozentrale LaSalle Bank NA Lehman Bros Bank FSB Lehman Brothers Inc. Lehman Capital Lehman Commercial Paper Inc. Lennar Partners Linvile Funding LLC LNR Partners Inc. M&T Bank Madison Park Funding II Ltd. Madison Park Funding III Ltd. Mainstay Floating Rate Fund Mainstay VP Floating Rate Portfolio MB Financial Bank NA Merrll Lynch Bank USA Merrll Lynch Mortgage Lending Inc. Metlife Inc. Metropolitan Life Insurance Co. Miami, City of (FL) Midfirst Bank Oklahoma Midland Loan Services Inc. Morgan Guaranty Trust Co. Morgan Stanley Bank Morgan Stanley Mortgage Capital Inc. Morgan Stanley Senior Funding Inc. National City Bank NA National Consumer Cooperative Bank NCB FSB New York Life Insurance & Annuity New York Life Insurance Co. New York State Comptroller Northern Trust Co., The Northwestern Mutual Life Insurance Co., The Nylim Institutional Floating Rate Fund LP Olympic Clo I Ltd. Olympic CLOI Ltd. Oppenheimer Master Loan Fund LLC Oppenheimer Senior Floating Rate Fund Public Employees Retirement Orix Real Estate Capital Markets LLC Pacific Life Pembrook Community Investors LLC Pennsylvania, Commonwealth of Pension Investment Committee

47

K&E 14235536. Portland, City of (OR) Principal Financial Group Inc. Principal Global Investors Principal Life Insurance Co. Pritzker Family Private Ban, The Prudential Asset Resources Inc. Prudential Financial Inc. Prudential Insurance Co. of America, The Prudential Mortgage Capital Co. LLC Putnam Asset Allocation Fund Putnam Bank Loan Fund (Cayman) Putnam Diversified Income Trust Putnam Floating Rate Income Fund Putnam High Yield Advantage Fund Putnam High Yield Trust Putnam Master Intermediate Income Putnam Premier Income Trust Putnam Variable Trust Putnam Varable Trust-Pvt Diversifid Putnam Varable Trust-Pvt High Pyramis Floating Rate High Income Qualcomm Global Trading Inc. Raymond James Ban FSB Red River CLO Ltd. Riverside Park CLO Ltd. , City & County of San Gabriel Clo I Ltd. San Gabriel CLOI Ltd. Sandelman Partners CRE CDO 1 Ltd. Secore Financial Corp. Sf -3 Segregated Portfolio Shasta CLO I Ltd. Sierra CLO II Ltd. Societe Generale Spring Asset Funding Ltd. State Bank of India Stone Tower CLO VI Ltd. Taipei Fubon Commercial Ban Co. Teachers Insurance and Anuity Association Teachers Insurance and Annuity Association Third A venue Real Estate Value Fund TIAA TIAA Commercial Loan Services UBS AG, Stamford Branch UBS Warburg

48

K&E 14235536. Union Bank of California US Bancorp US Ban NA US Ban, Chicago Veer Cash Flor CLO Ltd. Venture II CDO 2002 Ltd. Venture III CDO Ltd. Venture iv CDO Ltd. Venture IX CDO Ltd. Venture V CDO Ltd. Venture VI CDO Ltd. Venture VII CDO Ltd. Venture VIII CDO Ltd. Vista Leveraged Income Fund Wachovia Bank NA Wachovia Ban-Institutional Wachovia Capital Markets, LIe Wachovia Securities LLC Wells Fargo Wells Fargo Bank West LB AG, New York Branch Westwood CDO II Ltd. Whitney CLO I Ltd.

49 K&E 14235536. EXHIBIT l(M)

LESSORS

Advance Management Corp. Aldo Rossi LP Alpert, Ida American General Accident & Life Insurance Co. Areburn, Philip S. Areburn, Shelton B. Auto Vu Inc. Baltimore City Council (MD)

Baltimore Department of Housing & Community Development (MD) Baltimore Mayor (MD) Berray, Margaret D. G. Boca Raton Redevelopment Agency (FL) Boden, Alice A. Boston Redevelopment Authority (MA) Bramble, Forrest F., Jr., Branch, Nancy A. Bulltt, Thomas W. Bullitt, Wiliam Marshall Burlington, City of (VT) Capurro, George Capurro, Herbert Capurro, Joe Capurro, Pete Carl E. Hultenberg Trust Clover Acquisition LLC Coral Gables, City of (FL)

Corporation of the President ofthe Church of Jesus Chrst of Latter-Day Saints, The Dillingham Corp. DND Neffson Co. Edgar, Mary P. Eureka, City of (CA) Evans, Robin H. G. Fairbanks Equity Ltd. Gamerco Associates Current Investment LP, No. Two Garfinkel, Audrey Glendale, City of (CA) Goldsmith, C. Oliver Goldsmith, Charles 0., Jr Goldsmith, Jean E. Goldsmith, Robert H. Gormsen, Nancy Hamby, Margaret H.

Hawaii Department of Hawaiian Home Lands

50

K&E 14235536. Heltzel, Charles H. Heltzel, John A. Heltzel, Margaret B. Holtzman, David B. Holtzman, Irin T. Howard Research & Development Corp., The Howard, E.N. International River Center Jacobsen, Charles Leslie Jacobsen, Eleanor White Joan Goldberg Trust Kenwood Plaza LP Lagreid, Eva Gustuvson Malstrom, Alevin E. Malstrom, Alvin E. Malstrom, Clarence F. Miami, City of (FL) Morse, Muriel Steeves Motta, Ambrose Motta, Zelda New Orleans Exhibition Hall Authority (LA) Noel K. Breneman Family Partnership NORC Riparian Property Inc. Inc. Olsen, Ruth M. Frazier Olson, Penney E. Owen A. Allred Family Trust Perry, Coni Collins Phoenix, City of (AZ) Pioneer Trust Co. PNC Bank NA Portland, City of (OR) PSB Partners Economic Development Corp. Ryer, Laurie J. G. Roebuck & Co. Sooners Hospital for Crippled Children Smith, Wiliam Godfrey Smiths Interests General Partnership LLP South Street Seaport Corp., The Southwest Denver Land LLC Stock Yards Bank & Trust Co. Union Pacific Railroad Valley Ban Investment Co. Venetian Casino Resort LLC Washington State Department of Natural Resources

51

K&E 14235536. Watts, Denzil E., Jr. Watts, Denzil E., Sr. Watts, Ira S. Wells Fargo Bank Westlake Center Associates LP White, Claude Wilson

52

K&E 14235536. EXHIBIT UN)

LITIGATION PARTIES AND PARTIES WHICH MAY ASSERT CLAIMS AGAINST THE DEBTORS

Addicks Services Inc. Aji, Imamu Al Philips the Dry Cleaner Inc. Albert C. Kobayashi Inc. Alta Peoria LLC American Express Co. Andejo Corp. Appell, Carol E. B&B Contractors Inc. Bages, Edward Baker Concrete Construction Inc. Balderas, Gloria Barnes Barnes, Jay R. Barrett, Sherry E. Barrett, Teresa Bartholomew, Betty Baselice, Anthony Becerra, Victor Bekey, Peter Beldore Realty Corp. Bell, Kelly Belterra Realty Corp. Bergman Cos., The Betancourt-Espada, Aileen Big Bear Electrical Services Inc. Boatman & Magnani Inc. Borcsa, Imre Borsca, Matthew Bouden, Eular Boytnon, Maijorie Bromberg, Paula Brubaker, Barbara Brunciak, Karent Brunciak, Robert Budd, Jeffrey Budd, Michele Busche, Sondra Caldwell, Dawnedra California Franchise Tax Board Campbell, Penny L. Capital Restaurant Holdings Inc.

53

K&E 14235536...... :

Caroll, Roberta Caruso Affiliated Holdings LLC Castiel, Albert Catellus Residential Group Inc. Center Partners Ltd. Chicago Department of Revenue Transfer Tax Assessment Clause, Doris Coil Construction Inc. Collins Electrical Co. Inc. Colvin, Antoinette Liner Condon, Denelle Cornerbrook LLC CPSP LLC Crawford, Beverly Creditors Specialty Service Inc. Creekwood Construction Curr, Candice L. Da, Teresa Darling, Anetha J. Darling, Wesley E. De Bages, Dora DeLoughty, Richard DeLoughty, Victoria D. Delta Dallas Alpha Corp. Desai, Sharankishor Development Resources Wacker LLC Devito, Carmen Dickey, Brittany Disabled Patriots of America Inc. DJN Eagle Mountain LLC Doerhoff, Erica A. Drouard, Roberta M. Easter, J orene Ebert, Danette Echo Bay Exploration Echo Bay Management Corp. Eger, Jeremy Elco Electric Inc. Elk Grove (CA), City of Empire Demolition Inc. Espino, Ramon B. Espino, Trinidad L. Evans, Cynthia Fairwood Community Association Inc. Fakhouri, Reyan Farr, Rosiland

54

K&E 14235536. Federal Emergency Management Agency Fioto, Liberato Fioto, Natalie Frohlich, Diana Frohlich, Lewis Gagnon, Matthew Gallegos, Sergio Garcia, Elizabeth Gay, Fran Wiliam Gay, Mar Geati, Krsten Geati, Stephen Geisler, Kisa George, Ralph George, Rita Glaser, Irving Glaser, Phyllis Gomez, Javier Gorgone, Ana Gorgone, Joseph Gorham, E.B. Gorrell, Brenda GP Industres Grady, Nancy Gravel, Donna Gravel, Timothy Grayson, LaShon Grieco, Beverly A. Gust, Ashley Haas Insulation Inc. Hakobyan, Ana Hapeman, Lois Hardesty & Associates Inc Hars Construction Co. Ltd. Hawaiian Dredging Construction Co. Inc. Hayden, Markeita C. Haynes Hedin's ofMondawmin Mall Heeling Sports Ltd. Herne, April G. Higgins, Lisa An Hines, Stephanie L. Hittle Roofing Inc. Howard Hughes Realty Inc. Hudson, Bill Hudson, Mary

55

K&E 14235536. Hunt, Lee Hunter, Cheryl Isaac Land Investments Ltd. Jensen, Beverly Johnson, Hars Johnson, Priscila Johnson, Tia Jones, Bill Jones, Linda Kaleikini, Paulett Ka' Anohiokalani Kania, Chester Karson, Faye KCA Engineering Inc. KCA Engineers Inc. Kell, Jonathan Kevcor Construction Inc. Khalil, Al Kinsella, Cynthia KLN Partners LLC Koo, George Kultgen, Joseph Lawry, Kim Michele Leibert, Llyewelyn Leung, Shiu Gee Lexington Insurance Co. Long Drug Stores California Inc. Lopez-Adelaju, Lizette Lord & Taylor LLC Lorraine Dailey Luciani, Joan Luciani, John Luter, Nichelle Macy's Retail Holdings Inc. Marksch, Keith Marques Pipeline Inc. Martell, Nelson Marell, Toni Martinez, Ann Maryland Attorney General's Office, Consumer Protection Division Mazzei, Edith G. McCrae, James D. McHugh, Braeden McHugh, Sara E. McNeal, Frances R. Meche, Jackie Mendoza, Rosa V.

56

K&E 14235536. Metropolitan Contracting LLC MG Services LLC Miami (FL), City of Miami Associates LP Mint, Ana Mint, Michael Mitauer, Helene Moise, Lacrimioara Monaghan, Pam R. MW Construction Services LLC Natick Planning Board New York State Common Retirement Fund, The Noel, Denise Novack & Macey LLP NS New York Fashions Inc. 0' Connell, Marylin Old Orchard LP Olson-Paulson, Merideth Omayma, Stephan Omniplan Inc.

Ores co, Jennifer L. Ost, Daid Ost, Marietta Park Place Hotel LP Parrsh, Diane Paulson, Tracy PDC Holding LLC Perry, Sharon Peteroy, David Pollard, Floyd ProLogis Providence Place Group LP Pryor, Marion Lynne Puri, Kusum Quality Mechanical Contractors LLC Ramos, Ana B. Reed, E.W., III Reed, Julie M. RF Stearns Corp.

Rhode Island Division of Taxation River Falls Mall Partnership Roberts, Essie Roberts, Mary Lynne Roberts, Thomas Roller, Maria Russ, Thomas

57

K&E 14235536. Rutues, Indira Gandhi Ryan, Joan H. Sadiq, Sohalia Sanzone, Dorothy Sanzone, Irene Saranis, Basile Scala, Concetta Scala, Salvatore Schindler Elevator Corp. SCI Engineering Inc. Scott, Debra Seaport Watch Co. SEIU Local 1877 Shawa, Al Shea, Charles Sierra Club Silva, Maria Skanska USA Building Inc. Skawinski, Karen Skawinski, Mark Smallwood, Kendra Stacey, Seth Stauffer, Kevin Stauffer, Wanda Kay Stetka Stetka, Larry Stevens Roofing Stone Lakes National Wildlife Refuge Association Stonebriar Mall LP Styles, Elizabeth Tambasco, Jennie TCF Electric Inc. Teller, Judith Thomas, Ellen Thompson, Rick L. Thor, Gregory Thrower, Francis Toledo (OH), City of Trademark Retail Inc. Tryba, Sally E. Twigg, Derwood Urban Water Tower Associates Varjabedian, Anahid Voggenthaler, Peter J. Walker, Effraim Wal-Mart Real Estate Business Trust

58

K&E 14235536. Weber, Marsha Weber, Pete Weinstein, Daphna Weinstein, Mervin West Bluffs West Dundee (IL), Vilage of West, Linda Westwood Mall LP Wiliams, Angela Wiliams, Wilie, III Wiliams, Willie, Jr. Wilson, Roosevelt Winslow, Mary Worley, Jo Yellowman, Krstin Young, Peter Zable, Nathan B. Ziegelbaum, Ethel

59

K&E 14235536. EXHIBIT 1(0)

POTENTIAL POSTPETITION AGENTS AND LENDERS

Ackman, Wiliam A. (Bil) Beal Bank Pershing Square Capital Management

60

K&E 14235536. EXHIBIT l(P)

PROFESSIONALS

Addison Roberts & Ludwig PC AlixPartners LLP Alston & Bird LLP Baker & McKenzie LLP Bane of America Securities LLC Barnes & Thornburg LLP Belin Lamson McCormich Zumbach Flyn Bell Boyd & Lloyd LLC Boyar & Miller Calvo & Clark LLP Clifford Chance LLP Credit Suisse Deloitte LLP Deloitte Touche Tohmatsu DLA Piper Rudnick DLA Piper US LLP Duane Morrs LLP Eastman & Smith Ltd. Frost Brown Todd LLC Fulbright & Jaworski LLP Gibson Dunn & Crutcher LLP Goldman Sachs & Co Goodsil Anderson Quinn & Stifel Goulston & Storrs PC Greines Martin Stein & Richard LLP Holland & Knight LLP Honigman Miller Schwartz & Cohn LLP Hughes Hubbard & Reed LLP Jeffrey R Diver PC Jenner & Block LLP Kelley Drye & Warren LLP KPMG LLP Kurtzman Carson Consultants LLC Lehman Brothers Inc. Lewis & Roca LLP Mayer Brown Rowe & Maw LLP McCorrston Miler Mukai MacKinnon LLP Mellon Investor Services Miler Buckfire Lewis & Co LLC Morgan Stanley Morrs Nichols Arsht & Tunnell LLP Neal Gerber & Eisenberg LLP Novack & Macey LLP

61

K&E 14235536. Parridge Snow & Hah LLP Piper Rudnick PricewaterhouseCoopers LLP Shepard Schwartz & Harrs LLP Silverstein & Pomerantz LLP Simpson Thacher & Bartlett LLP Stites & Harbison PLLC Stroock & Stroock & Lavan LLP Sullvan & Cromwell LLP Sutherland Asbill & Brennan LLP Taggart Morton Ogden Staub Rougelot & O'Brien LLC Tydings & Rosenberg LLP Wachovia Securities LLC Whiteford Taylor & Preston LLP Young Conaway Stargatt & Taylor LLP

62

K&E 14235536. EXHIBIT l(Q)

SECURED CREDITORS

Deutsche Bank Trust Co. Americas EuroHypo AG, New York Branch Goldman Sachs LaSalle Bank NA

63

K&E 14235536. EXHIBIT 1(R)

REPRESENTATIVE TENANTS

.99 Cent Store 24 Hour Fitness Abercrombie & Fitch Co. Abercrombie Kids Aerie Albertson's LLC Aldo All A Dollar Allen Theatres Inc. Amazing Jakes of Redondo Beach LLC AMC 15 AMC Theatres American Eagle Outfitters Inc. American Girl American Multi-Cinema Inc. Ann Taylor Apple Computer Applebee's Arby's Arhaus Furniture Ashley Furniture Homestore Asian Seafood & Grocery Auntie Ane's Inc. Austin Leasehold Investors A veda A veda Institute Des Moines Babies R Us Bailey Banks & Biddle Banana Republic Bare Essentials Bares & Noble Inc. Barneys New York Inc. Bass Pro Shops Outdoor World Bath & Body Works Beall's Inc. Beauty Center Salon Super Store Bebe Stores Inc. Bed Bath & Beyond Inc. Belk Home Store Belk Inc. Belk Mens Wear Ben Bridge Jewelers Bergner's

64

K&E 14235536. Besni Best Buy Co. Inc. Big Lots Inc. Blockbuster, Inc. Bloomingdale's Bloomingdale's Home Bodies Bompreco Sf A Bon-Ton Department Stores Inc. Bon-Ton Stores Inc., The Borders Books & Music Boscov's Inc. Boston Store Co. Inc. Build-A-Bear Workshop Inc. Bumpers Inc. Burke's Outlet Burlington Coat Factory C&A Modas C&C Casa e Construcao Ltda. Carlton Cards Carefour SA Carson Pirie Scott & Co. (Inc.) Casa Show Extra Casa& Video Casas Bahia Comercial Ltda. Celebration Cinemas Century Theatres Champ's Champs Sports Cheesecake Factory Inc., The Chick-Fil-A Inc. Chico's F AS Inc. Children's Place Retail Stores Inc., The Chrstopher & Banks Corp. Chuck E Cheese Cia. Express Cine Via Parque Cinema Kinoplex Cinemark Tinseltown 14 Circuit City Stores Inc. Citi Trends Inc. Citiban Hall Club Libby Lu Coldwater Creek Inc. Cost Plus World Market

65

K&E 14235536. Costco Wholesale Corp. Crabtree & Evelyn Crate & Barrel Cub Foods CVS Caremark Corp. DARE Dave & Buster's David's Bridal Deseret Industries Dick's Sporting Goods Inc. Dillard's Inc. Dilard's Men's & Home DSW Shoe Warehouse Easy Spirit EB Games Eddie Bauer Holdings Inc. Elder-Beerman Exhibition, The Express Extra Factory Card Outlet Finish Line Inc. Flaming Gorge Harley Davidson FootLocker Inc. Forever 2IInc. F ortnoff Fred Meyer-Burlington Coat FYE Gamestation Cine Sercla Gamestation Cine Sercla Gamestop Corp. Gap Inc., The Gap Kids GKC Theaters Gloria Jean's Gourmet Coffee GNC Godiva Chocolatier Gold's Gym Golf Galaxy Gordmans Gottschalks Inc., A Delaware Corp. Corp., The H&M Hallmark Cards Inc. Harkins Theatres Inc. Helzberg Diamonds

66

K&E 14235536. Herberger's Hibbett's Holiday Inn Express Hollister & Co. Home Depot Inc., The Hometown Buffet Homeworks Furniture Center Hot Topic Inc. Hudson Belk Hy-Vee Inc. If Furniture Inc. Insinuante Lojas Americanas Insinuante Lojas Americanas J. Crew Group Inc.

J. Jill Janie & Jack JCPenney Co. Inc. JCPenney Home Store Journeys Kalik Investors Kalunga Kay Jewelers Kirkland's Inc. Kohl's Corp. Lane Bryant Leader Magazine Lenscrafters Leroy Merlin Liberties Bookstore Limited Too Lis Blanc Deux Cinema, Le Livrara da Travessa Sf A L'Occitane International SA Loehmann's Loews Cineplex Lojas Americanas Marisa Longs Drugs Lord & Taylor Louisvile Athletic Club Lowe's Coso Inc. Lucy Activewear Lululemon Athletica Inc. M.A.C. Macerich (MD Realty I LLC) Macerich (MD Realty LLC)

67

K&E 14235536. Macy's Anex II Macy's Children Store Macy's Home Store Macy's Inc. Macy's Junior Macy's Mens & Home Macy's Womens Maggiano's Malco Theatres Inc. Marisa e Familia Marisa Lojas Americanas Mars Sinema Mastercuts Matherne's Supermarkets McDonald's Corp. Mervyn's LLC Mervyn's LLC Mia & Maxx Michael Hill Jewelers Michael's Migros Turk T A Mizner Park Cinema Movies 12 Movies 14 MS Istanbul y Netim Hizmetleri Ltd. STI MW Tux Naartjie Neiman Marcus Group Inc., The New York & Co. Nine West Ninety Nine Cent Only Store Nordstrom Inc NRDC Equity Parners Fund II OfficeMax Inc. Old Navy Old Time Pottery Inc. Olive Garden Origins Oz Fitness Pac Sun Pacific Theatres Panera Bread Papyrs Pary City Party Palace Payless Shoesource

68

K&E 14235536. Pearl Vision Petco Supplies & Fish Petsmar Inc. PF Changs China Bistro Inc. Picture People Inc., The Pier 1 Imports Inc. Piercing Pagoda Ponto Frio Pottery Barn Pro Image Franchise LC Providence Place Cinemas 16 Radio Shack Rave Digital Media Recreation Station Red Robin Gourmet Burgers Inc. Regal Act III Regal Cinemas Regis Corp. REI Renner Renner, Marisa Riachuelo Riachuelo II Riachuelo, Marisa Rite Aid Corp. Ritz Camera Centers Inc. Robb & Stucky Ltd. LLLP Robert's Crafts Rocky Mountain Chocolate Factory Ross Dress For Less Ruby Tuesday Inc. S&K Menswear Safeway Inc. Save Mart Supermarkets Sbarro Holdings LLC Scheel's All Sports Inc. Sears Holdings Corp. Select Comfort Corp. Sephora Shirokiya Inc. Shoe Dept. Shopko Shoppers Food & Pharmacy Sikes Ten Theatres Silver City Cinemas

69

K&E 14235536. Smith's Food King Spencer Gifts Holdings Inc. Sport Chalet Inc. Sports Authority Inc., The Sportsman's Warehouse Holdings Inc. Stage Starbucks Corp. Staybridge Suites Stein Mart Inc. Steve & Bar's LLC Stride Rite Subway Restaurants Inc. Suncoast Sunwest Supermercados Gimenes Sf A Supervalu Inc. Taco Bell Talbot's Target Corp. Teavana Corp. Telha Norte TGI Friday's Things Remembered TJ Maxx Toys R Us Trade Secret Tur Ve SportifTesisler I letmecili i A UCI Ulta Ultrastar Theaters Inc. Victoria's Secret Vitamin World Von Maur Inc. Vons Wal-Mart Whitehall Co. Jewelers Wiliams-Sonoma Inc. Woodlands Children's Museum, The World , State of Yanee Candle Yellowstone Warehouse Y ounkers Z Gallerie Zales Jewelers

70

K&E 14235536. Zara Zed 451 Zumiez Inc.

71 K&E 14235536. EXHIBIT l(S)

TOP 100 UNSECURED CREDITORS

Eurohypo Ag, New York Branch Lasalle Bank National Association Wilmington Trust

The Bank Of New York Mellon Trust Company, N.A. (As Successor Trustee To J.P.Morgan Trust Company) Pepco Energy Services, Inc Sephora Borders Books & Music Aurora Health Care Microsoft Licensing, Gp Mandalay Bay Resort & Casino Lerner New York, Inc SB Architects Guess? Inc. Kramer Levin Naftalis & Franel, LIp Venetian Casino & Resort, LIe Macy's IPC International Corporation Wood Rodgers Inc Alled Barton Security Services ABM Janitorial Svcs Neast, Inc. Carter & Burgess, Inc. Sharples Holden Pasquarelli Valor Security Services Grubb & Ellis Company Wolff Olins LIc Stak Design, Inc. North Texas Contracting, Inc Sbarro Veneta Bottega Inc. Walking Company, The J. Jil Petite Millard Mall Services, Inc. AKRF Inc Torti Gallas And Partners, Inc. Weis Builders, Inc. Otis & Ahear, Inc Callison Architecture, Inc. Rack Room Shoes Noi Strategies Duany Plater-Zyberk & Company Bloom Johnson Controls Inc.

72

K&E 14235536. Chrstopher & Bans, Inc Southern Nevada Paving, Inc. Turner Constrction Company Baltimore Ravens, L P Constructionsouth, Inc Perkowitz + Ruth Architects, Inc. Scottsdale Jean Company Abmb Engineers, Inc. Robertson Wood Advertising

Club corp Usa Inc Schlack, Ito & Lockwood Piper & Elkind Engineers Surveyors Hawaii, Inc. Panacea Services LIp Ambius Inc. (19) Ampco System Parking Deb Red Robin Gourmet Burgers Mccormick & Schmick's Restaurant Grp-Ach Hawaii Care & Cleaning, Inc. Juicy Couture Andrews International Security Anbe Aruga & Ishizu Architects Watanabe Ing LIp Schnackel Engineers, Inc. Professional Service Industries, Inc Mclaughlin Erectors, Inc. Coffee Pod & Simple Foods Land Design Oahu Waste Services, Inc. Standard Parking Holmestead Properties Ledcor Industries Inc IEM, Inc (Internatl Environmental Mgmt) Corporate Realty Leasing Co. Pumpkin Patch Global Strategy Group Brown, Winfield & Canzoneri, Inc. Trade Secret Spencer's Things Remembered LVI Environmental Of Nevada, Inc. Mall Tenant Interiors, Inc. Modular Space Corporation HTI Contractors Automotive Rentals, Inc.

Board Of Water Supply

73

K&E 14235536. Compass Lexecon Hr& A Advisors, Inc. Equity Marketing Services Inc. K & A Contracting, Inc. Betsey Johnson (BJ. Vines Inc) Caroll Associates Architects, Ltd. Chilco, Inc

74

K&E 14235536. EXHIBIT l(T)

UNITED STATES TRUSTEE FOR THE SOUTHERN DISTRICT OF NEW YORK (AND KEY STAFF MEMBERS)

Riffkin, Linda A. Davis, Tracy Hope Golden, Susan Khodorovsky, Nazar Martin, Marylou Masumoto, Brian S. Nakano, Serene Morrssey, Richard C. Schwartzberg, Paul K. Velez-Rivera, Andy Zipes, Greg M.

75

K&E 14235536. EXHIBIT 2

Representation in matters unrelated to the debtors 24 Hour Fitness Worldwide, Inc. Current Representation in matters unrelated to the debtors Forstmann Little & Company Current Representation in matters unrelated to the debtors ed Forstmann Current Representation in matters unrelated to the debtors illiam A. (Bill) Ackman Pershing Square Current Representation in matters unrelated to the debtors Pershing Square Capital Management LP EW Capital Management LP Natixis, New York Branch Current Representation in matters unrelated to the debtors Natixis, Paris Headquarters Current Representation in matters unrelated to the debtors Seventure Partners Current Representation in matters unrelated to the debtors

ires pace Inc. Cisco Systems, Inc. Current Representation in matters unrelated to the debtors Cisco Systems Inc. IixPartners LLP IixPartners GmbH Current Representation in matters unrelated to the debtors lixPartners, LLC Closed Representation in matters unrelated to the debtors merican General Finance IG Former Representation in matters Corp. unrelated to the debtors Lexington Insurance Co. IG Capital Partners, Inc. Current Representation in matters unrelated to the debtors

IG Global Investment Corp. Current Representation in matters unrelated to the debtors IG Global Real Estate Former Representation in matters Investment Corp. unrelated to the debtors IG Retirement Services, Inc. Current Representation in matters unrelated to the debtors merican General Finance, Inc. Former Representation in matters unrelated to the debtors HSA Residential Mortgage Former Representation in matters Services of Texas unrelated to the debtors MorEquity Inc. Current Representation in matters unrelated to the debtors merican Enterprise meriprise Certificate Company Current Representation in matters Investment Service unrelated to the debtors

Riversource Investments LLC meriprise Financial Inc. Current Representation in matters unrelated to the debtors

K&E 14235536. Representation in matters unrelated to the debtors RiverSource Life Insurance Current Representation in matters Company unrelated to the debtors merican Express Co. merican Express Company Current Representation in matters unrelated to the debtors merican Express Travel Current Representation in matters Related Services Company, Inc. unrelated to the debtors

lcentra Warehouse Ltd. Current Representation in matters unrelated to the debtors Bank of New York Mellon Trust Co. NA, The BNY Asset Management Mellon Trust Pershing LLC ON ffinity Insurance Services Inc. Closed Representation in matters unrelated to the debtors ON Risk Services Inc. ffnity Insurance Services Inc. Former Representation in matters unrelated to the debtors on Brokers Services Inc. Current Representation in matters unrelated to the debtors on Consulting Inc. Current Representation in matters unrelated to the debtors on Corporation Current Representation in matters unrelated to the debtors on Direct Group Inc. Former Representation in matters unrelated to the debtors on Group Inc. Current Representation in matters unrelated to the debtors on Reinsurance Agency Inc. Closed Representation in matters unrelated to the debtors on Risk Services Companies Current Representation in matters Inc. unrelated to the debtors on Risk Services Inc. of Current Representation in matters unrelated to the debtors on Risk Services Inc. of Current Representation in matters Insurance unrelated to the debtors Services on Risk Services Inc. of NY Current Representation in matters US 10048-7376 New York unrelated to the debtors on Risk Services Inc. of Ohio Current Representation in matters unrelated to the debtors on Risk Services Inc. of Current Representation in matters Insurance unrelated to the debtors Services

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K&E 14235536. on Risk Services Northeast, Representation in matters Inc. unrelated to the debtors on Risk Services, Inc. Current Representation in matters unrelated to the debtors on Risk Services, Inc. of New Current Representation in matters ork unrelated to the debtors on Risk Services, Inc. U.S. Current Representation in matters unrelated to the debtors on Services Group Inc. Current Representation in matters unrelated to the debtors on Special Risk Services Inc. Current Representation in matters unrelated to the debtors Doris M. Grenier Closed Representation in matters unrelated to the debtors Healthcare Providers Service Former Representation in matters Organization unrelated to the debtors Kathleen A. Arriaga Closed Representation in matters unrelated to the debtors Kathleen Semler Closed Representation in matters unrelated to the debtors

Richard Sham is Closed Representation in matters unrelated to the debtors Richard Subak Closed Representation in matters unrelated to the debtors Current Representation in matters unrelated to the debtors Closed Representation in matters unrelated to the debtors A Rosenberg Investment A Investment Managers Closed Representation in matters Management LLC (US) Private Equity Europe SA unrelated to the debtors Sanford C Bernstein & Co. LLC xa Private Equity Germany Current Representation in matters GmbH unrelated to the debtors Sanford Bernstein Estate Current Representation in matters unrelated to the debtors Babies R Us Bain Capital Asia, LLC Current Representation in matters unrelated to the debtors Burlington Coat Factory Bain Capital Inc. Current Representation in matters unrelated to the debtors oys R Us Bain Capital Ventures Closed Representation in matters unrelated to the debtors Sankaty Advisors Closed Representation in matters unrelated to the debtors Sankaty Advisors LLC Closed Representation in matters unrelated to the debtors Sankaty Advisors Ltd. Current Representation in matters unrelated to the debtors

3

K&E 14235536. ankaty High Yield Asset Representation in matters Partners II, L.P. unrelated to the debtors Sankaty High Yield Asset Current Representation in matters Partners Ill, L.P. unrelated to the debtors ankaty High Yield Asset Current Representation in matters Partners, L.P. unrelated to the debtors oys "R" Us, Inc. Current Representation in matters unrelated to the debtors Bally Fitness Franchising Inc. Bally Total Fitness Corporation Current Representation in matters unrelated to the debtors Bally Franchise RSC Inc. Bally Franchising Holdings Inc. Bally Sports Clubs Inc. Bally Total Fitness Holding Corp. Bally Total Fitness of Missouri Inc. Bally Total Fitness of The Mid- tlantic Inc. Bally Total Fitness of Upstate New York Inc. Banc of America Securities LLC BA Equity Investors Former Representation in matters unrelated to the debtors Bank of America NA Bane of America Capital Current Representation in matters Investors unrelated to the debtors Bank of America TX Bane of America Securities LLC Closed Representation in matters unrelated to the debtors

LaSalle Bank NA BancAmerica Capital Investors Current Representation in matters ", L.P. unrelated to the debtors Merril Lynch Bank USA Bank of America Current Representation in matters unrelated to the debtors Merrill Lynch Global Securities Bank of America Capital Current Representation in matters Investors unrelated to the debtors Merrill Lynch Mortgage Lending Bank of America Corporation Current Representation in matters Inc. unrelated to the debtors Merril Lynch Pierce Fenner & Bank of America NA Current Representation in matters Smith unrelated to the debtors Bank of America NT & SA Current Representation in matters unrelated to the debtors Bank of America Securities LLC Closed Representation in matters unrelated to the debtors BankAmerica International Former Representation in matters Investment Corporation unrelated to the debtors CIVC Partners Current Representation in matters unrelated to the debtors Dennis P. McCrary Former Representation in matters unrelated to the debtors

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K&E 14235536. (continued from previous page) Dimitrios Psyllidis Former Representation in matters unrelated to the debtors Fleet Boston Financial Former Representation in matters Corporation unrelated to the debtors Fleet Equity Capital Current Representation in matters unrelated to the debtors Fleet National Bank Former Representation in matters unrelated to the debtors acques Gliksberg Former Representation in matters unrelated to the debtors ustin Dash Current Representation in matters unrelated to the debtors Marco Viola Former Representation in matters unrelated to the debtors Merrill Lynch Current Representation in matters unrelated to the debtors Merrill Lynch - Global Principal Current Representation in matters Investments unrelated to the debtors Merrill Lynch Bank USA Current Representation in matters unrelated to the debtors Merril Lynch Corporate and Closed Representation in matters Institutional Client Group unrelated to the debtors Merril Lynch Japan Securities Current Representation in matters Co., Ltd. unrelated to the debtors Paul Horvath Current Representation in matters unrelated to the debtors Bane One Capital Markets Inc. Banc One Capital Markets, Inc. Current Representation in matters unrelated to the debtors Bank One NA Bear Partners, Current Representation in matters LLC unrelated to the debtors Bear Stearns & Co. Bear Stearns & Co Inc. Current Representation in matters unrelated to the debtors Bear Stearns Commercial Bear Stearns Credit Products Current Representation in matters Mortgage Inc. Inc. unrelated to the debtors Chase Manhattan Bank Bear Stearns Investment Current Representation in matters Products Inc. unrelated to the debtors Custodial Trust Co. Bear Stearns Merchant Banking Current Representation in matters unrelated to the debtors First National Bank of Chicago Bear, Stearns & Co. Inc. Current Representation in matters NA unrelated to the debtors P Morgan Bodil Arlander Former Representation in matters unrelated to the debtors p Morgan Chase Bank NA Chase Bank USA, NA Former Representation in matters unrelated to the debtors P Morgan Clearing David E. King Former Representation in matters unrelated to the debtors

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K&E 14235536. First Chicago Venture Representation in matters Corporation unrelated to the debtors P Morgan Securites Inc.-Fixed .P. Morgan, LLC Current Representation in matters unrelated to the debtors P Morgan Securities (US) Current Representation in matters unrelated to the debtors P Morgan Securities Inc Current Representation in matters unrelated to the debtors P Morgan Strategic Property P Morgan Asset Management Former Representation in matters Fund unrelated to the debtors P Morgan Trust Co. NA P Morgan Chase & Company Current Representation in matters unrelated to the debtors Morgan Guaranty Trust P Morgan Chase Bank, N.A Current Representation in matters unrelated to the debtors P Morgan Partners, LLC Current Representation in matters unrelated to the debtors P Morgan Securities, Inc. Current Representation in matters unrelated to the debtors Current Representation in matters unrelated to the debtors Kurt W. Butenhoff Current Representation in matters unrelated to the debtors New York & Company Inc. Current Representation in matters unrelated to the debtors Philip M. Carpenter III Former Representation in matters unrelated to the debtors Robert Juneja Current Representation in matters unrelated to the debtors heodore Young Current Representation in matters unrelated to the debtors imothy A. Dugan Current Representation in matters unrelated to the debtors

Bank of the West BNP Pari bas Current Representation in matters unrelated to the debtors BNP Paribas Prime Brokerage Inc. BNP Paribas, New York Branch

First Hawaiian Bank Barclays Global Investors UK Barclays Capital Current Representation in matters Holdings Ltd. unrelated to the debtors

Barclays Capital Inc. Barclays Bank pic Bath & Body Works Limited Brands Closed Representation in matters unrelated to the debtors

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K&E 14235536. Bayerische Landesbank Bayerische Landesbank Current Representation in matters unrelated to the debtors Blockbuster, Inc. Blockbuster, Inc. Current Representation in matters unrelated to the debtors California Franchise Tax Board California Public Employees Current Representation in matters Retirement System unrelated to the debtors CALPERS California Public Employees Current Representation in matters Retirement System unrelated to the debtors CenterPoint Properties Trust Current Representation in matters unrelated to the debtors CenterPoint Venture, LLC Current Representation in matters unrelated to the debtors Executive Committee of Current Representation in matters California Water Districts unrelated to the debtors Callison Architecture Inc. Callison Architecture, Inc. Current Representation in matters unrelated to the debtors Blue Point Capital Partners LP Current Representation in matters unrelated to the debtors

Catellus Residential Group Inc. ProLog is Current Representation in matters unrelated to the debtors ProLogis Century Theaters Cinemark, Inc. Former Representation in matters unrelated to the debtors Cinemark Tinseltown 14 David F. Mosher Closed Representation in matters unrelated to the debtors Movies 12 Madison Dearborn Capital Closed Representation in matters Partners III, L.P. unrelated to the debtors Movies 14 Madison Dearborn Partners Closed Representation in matters unrelated to the debtors ankee Candle Madison Dearborn Partners III, Closed Representation in matters LP unrelated to the debtors Madison Dearborn Partners, Current Representation in matters Inc. unrelated to the debtors Madison Dearborn Special Current Representation in matters Equity III, LP unrelated to the debtors Mark B. Tresnowski Current Representation in matters unrelated to the debtors Patrick C. Eilers Current Representation in matters unrelated to the debtors Charles Schwab & Co. Inc. Charles Schwab & Co., Inc. Current Representation in matters unrelated to the debtors Charles Schwab Bank Current Representation in matters unrelated to the debtors he Charles Schwab Current Representation in matters Corporation unrelated to the debtors

7

K&E 14235536. Chicago Department of City of Chicago and Richard M. Representation in matters Revenue Transfer Tax Daley unrelated to the debtors ssessment CIGNA CIGNA Corporation Current Representation in matters unrelated to the debtors Connecticut General Life CIGNA Health Corporation Current Representation in matters Insurance Co. unrelated to the debtors Cigna Healthcare of Current Representation in matters Connecticut, Inc. unrelated to the debtors Connecticut General Life Current Representation in matters Insurance Company unrelated to the debtors Circuit City Stores, Inc. Circuit City Stores, Inc. Current Representation in matters unrelated to the debtors Citbank NA Citibank F.S.B. Current Representation in matters unrelated to the debtors Citicorp North America Inc. Citicorp Mezzanine III, L.P. Current Representation in matters unrelated to the debtors Citigroup Global Markets Inc. Citicorp Mezzanine Partners, Current Representation in matters (US) L.P. unrelated to the debtors Citigroup Global Markets Citicorp North America, Inc. Closed Representation in matters Inc./Salomon unrelated to the debtors Citigroup Global Markets Realty Citigroup Closed Representation in matters Corp. unrelated to the debtors Salomon Brothers Inc. Citigroup Global Markets Inc. Current Representation in matters unrelated to the debtors Citigroup Global Markets Ltd. Current Representation in matters unrelated to the debtors Citigroup Global Markets Realty Current Representation in matters Corp. unrelated to the debtors Citigroup Global Special Closed Representation in matters Situations Group unrelated to the debtors Citigroup International pIc Closed Representation in matters unrelated to the debtors Clarion Partners ING Asset Management BV Current Representation in matters unrelated to the debtors ING Clarion Partners LLC ING Bank NY Current Representation in matters unrelated to the debtors ING Real Estate Finance (USA) Ing International (II) Senior Current Representation in matters Bank Loans Euro unrelated to the debtors ING Management Limited Current Representation in matters unrelated to the debtors ING Office Fund Current Representation in matters unrelated to the debtors ING Prime Rate Trust Current Representation in matters unrelated to the debtors

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K&E 14235536. (continued from previous page) ING Senior Income Fund Current Representation in matters unrelated to the debtors Clifford Chance LLP Clifford Chance US LLP Current Representation in matters unrelated to the debtors CNA CNA Financial Corporation Current Representation in matters unrelated to the debtors Continental Casualty Co. Continental Casualty Company Current Representation in matters unrelated to the debtors Column Financial Credit Suisse Current Representation in matters unrelated to the debtors Credit Suisse First Boston Credit Suisse First Boston Corp. Current Representation in matters unrelated to the debtors Credit Suisse Group AG Credit Suisse Group Current Representation in matters unrelated to the debtors Credit Suisse Securities (USA) Credit Suisse LLC Current Representation in matters LLC unrelated to the debtors CSFB Credit Suisse Private Equity Current Representation in matters Partners Asia LP unrelated to the debtors Credit Suisse Securities (USA) Current Representation in matters LLC unrelated to the debtors Credit Suisse Securities (USA) Current Representation in matters LLC unrelated to the debtors CSAM Funding I Current Representation in matters unrelated to the debtors CSAM Funding II Current Representation in matters unrelated to the debtors Commerzbank Capital Markets Commerzbank Current Representation in matters Corp. ktiengelsellschaft Zentrale unrelated to the debtors Konsortial Abteilung Eurohypo AG Eurohypo AG New York Branch

Compass Lexecon FTI Consulting, Inc. Current Representation in matters unrelated to the debtors FTI Cambio LLC Current Representation in matters unrelated to the debtors Mark Herbers Current Representation in matters unrelated to the debtors Dennis Carlton Current Representation in matters unrelated to the debtors Daniel Fischel Current Representation in matters unrelated to the debtors Lexecon, Inc. Former Representation in matters unrelated to the debtors Constellation Energy Group Inc. Constellation Energy Group Current Representation in matters unrelated to the debtors

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K&E 14235536. Crate & Barrel Crate & Barrel Closed Representation in matters unrelated to the debtors Deloitte LLP Deloitte & Touche S.pA Closed Representation in matters unrelated to the debtors Deloitte LLP Current Representation in matters unrelated to the debtors Deutsche Bank AG, Cayman DB Holdings (New York), Inc. Current Representation in matters Islands unrelated to the debtors Deutsche Bank AG, New York DB Structured Products, Inc. Current Representation in matters Branch unrelated to the debtors Deutsche Bank Securities Inc. Deutsche Bank Current Representation in matters unrelated to the debtors Deutsche Bank Trust Co. Deutsche Bank AG Current Representation in matters mericas unrelated to the debtors German American Capital Deutsche Bank AG Cayman Current Representation in matters Corp. Islands unrelated to the debtors KC CLO i Ltd. Deutsche Bank AG London Current Representation in matters unrelated to the debtors KC CLO II Pic Deutsche Bank Securities Inc. Closed Representation in matters unrelated to the debtors aberna Capital Deutsche Bank Trust Current Representation in matters Companies, America unrelated to the debtors aberna COO Dresdner Kleinwort lIianz Alternative Assets Current Representation in matters asserstein-Grantchester Inc. Holdings GmbH unrelated to the debtors Pimco-Pacific Investment lIianz Infrastructure Partners Current Representation in matters Management Co. GmbH unrelated to the debtors Dresdner Kleinwort Wasserstein Former Representation in matters unrelated to the debtors E*Trade Clearing LLC Connie Dotson Current Representation in matters unrelated to the debtors E*TRADE Bank Current Representation in matters unrelated to the debtors E*TRADE Financial Corporation Current Representation in matters unrelated to the debtors EOP Operating LP Blackstone Capital Partners Closed Representation in matters unrelated to the debtors Blackstone Mezzanine Partners, Current Representation in matters L.P. unrelated to the debtors GSO Capital Partners Current Representation in matters unrelated to the debtors Sanjeev Khemlani Current Representation in matters unrelated to the debtors Spectrum Healthcare Former Representation in matters Resources unrelated to the debtors

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K&E 14235536. Representation in matters unrelated to the debtors Express Express Holding LLC Current Representation in matters unrelated to the debtors Golden Gate Capital Current Representation in matters unrelated to the debtors Federal Emergency rmy & Air Force Exchange Closed Representation in matters Management Agency Services unrelated to the debtors Federal Communication Closed Representation in matters Commission unrelated to the debtors National Railroad Passenger Former Representation in matters Corporation unrelated to the debtors Ferris Baker Watts Inc. Home123 Corporation Former Representation in matters unrelated to the debtors RBC Capital Markets Corp. New Century Financial Former Representation in matters Corporation unrelated to the debtors RBC Capital Markets Closed Representation in matters unrelated to the debtors RBC Centura Bank Current Representation in matters unrelated to the debtors RBC Mortgage Company Former Representation in matters unrelated to the debtors RBC Mortgage Company of Former Representation in matters California unrelated to the debtors Royal Bank of Canada Current Representation in matters unrelated to the debtors Fidelity Advisor Series I Fidelity Advisor Series I: Fidelity Current Representation in matters dvisor Balanced Fund unrelated to the debtors Fidelity Management & Fidelity Brokerage Services, Current Representation in matters Research Co. LLC unrelated to the debtors FMR LLC Current Representation in matters unrelated to the debtors National Financial Services LLC FMR LLC Current Representation in matters unrelated to the debtors Pyramis Global Advisors LLC National Financial Services, Current Representation in matters LLC unrelated to the debtors First Clearing Norwest Equity Partners Current Representation in matters unrelated to the debtors First Union National Bank achovia Capital Partners 2006 Former Representation in matters LLC unrelated to the debtors achovia Bank NA achovia Securities LLC Closed Representation in matters unrelated to the debtors achovia Bank-Institutional ells Fargo Bank, NA Former Representation in matters unrelated to the debtors achovia Securities LLC

11

K&E 14235536. ells Fargo Brokerage Services LLC General Electric Capital Corp. Birchwood Power Partners, LP Current Representation in matters unrelated to the debtors GE Capital Financial Inc. Current Representation in matters unrelated to the debtors GE Healthcare Current Representation in matters unrelated to the debtors General Electric Capital Closed Representation in matters Corporation unrelated to the debtors General Electric Company Current Representation in matters unrelated to the debtors GMAC Commercial Mortgage Canadian Capital Auto Current Representation in matters ssociation Receivables Trust II, Series unrelated to the debtors 2008-1 GMAC Commercial Mortgage Canadian Securitized Holdings Current Representation in matters Corp. uto Receivables Partnership unrelated to the debtors Capital Auto Receivables, Inc. Closed Representation in matters unrelated to the debtors

General International Limited Former Representation in matters unrelated to the debtors General Motors Acceptance Current Representation in matters Corporation of Canada, Limited unrelated to the debtors General Motors Asset Former Representation in matters Management Corporation unrelated to the debtors General Motors Corporation Current Representation in matters unrelated to the debtors General Motors Corporation- Current Representation in matters Group Health Plan unrelated to the debtors General Motors de Mexico Current Representation in matters unrelated to the debtors General Motors Investment Current Representation in matters Management Corporation unrelated to the debtors GM Absolute Return Strategies Current Representation in matters Fund, LLC unrelated to the debtors GMAC Closed Representation in matters unrelated to the debtors GMAC Canada Ltd. Current Representation in matters unrelated to the debtors GMAC Commercial Finance Closed Representation in matters LLC unrelated to the debtors GMAC Commercial Mortgage Current Representation in matters Corporation unrelated to the debtors GMAC RFSC Current Representation in matters unrelated to the debtors GMAC, LLC Current Representation in matters unrelated to the debtors

12

K&E 14235536. GMAM Absolute Return Representation in matters trategies Fund, LLC unrelated to the debtors GMAM Absolute Return Former Representation in matters Strategies Fund, LLC unrelated to the debtors Kam Chang Current Representation in matters unrelated to the debtors Nuvell Credit Corporation Closed Representation in matters unrelated to the debtors OnStar Corporation Current Representation in matters unrelated to the debtors Residential Funding Corp. Former Representation in matters unrelated to the debtors holesale Auto Receivables Closed Representation in matters Corporation unrelated to the debtors arious senior level executives arious Representation in matters of GMAC unrelated to the debtors Goldman (2008 Bridge) rchon Group, L.P. Closed Representation in matters unrelated to the debtors Goldman Sachs Cogentrix Energy Inc. Current Representation in matters unrelated to the debtors Goldman Sachs Group Inc. Cogentrix of Rocky Mount, Inc. Former Representation in matters unrelated to the debtors Goldman Sachs International Goldman Sachs & Company Current Representation in matters unrelated to the debtors Goldman Sachs Lending Goldman Sachs Group, Inc. Current Representation in matters Partners LLC unrelated to the debtors Goldman Sachs International Current Representation in matters Ltd. unrelated to the debtors Goldman Sachs Trust Company Current Representation in matters NA unrelated to the debtors GS Capital Partners Current Representation in matters unrelated to the debtors GS Capital Partners 2000 LP Current Representation in matters unrelated to the debtors GS Capital Partners V LP Current Representation in matters unrelated to the debtors Muneer A. Satter Current Representation in matters unrelated to the debtors Golf Galaxy illiam Blair Capital Partners Current Representation in matters unrelated to the debtors illam Blair & Company, L.L.C. Current Representation in matters unrelated to the debtors illiam Blair Capital Current Representation in matters Management VII, L.P. unrelated to the debtors iIiam Blair Capital Current Representation in matters ManagementVlI, LLC unrelated to the debtors

13

K&E 14235536. Representation in matters unrelated to the debtors iIiam Blair Capital Partners Closed Representation in matters I, LP unrelated to the debtors iIiam Blair Capital Partners Current Representation in matters II QP, L.P. unrelated to the debtors illam Blair Capital Partners Current Representation in matters II, L.P unrelated to the debtors iIiam Blair Current Representation in matters Partners, L.L.C. unrelated to the debtors Gordmans F. Dixon McElwee, Jr., as Vice Current Representation in matters President of Sun Capital unrelated to the debtors Partners Mervyn's LLC Gary M. Talarico, as Managing Current Representation in matters Director of Sun Capital Partners unrelated to the debtors

Shopko Gordmans, Inc. Current Representation in matters unrelated to the debtors Sun Capital Advisers LLC KLA/Mervyn's, LLC Current Representation in matters unrelated to the debtors Mervyn's LLC Current Representation in matters unrelated to the debtors Mervyn's Holdings, LLC Current Representation in matters unrelated to the debtors Michael T. Gillen, as Managing Current Representation in matters Director of Sun Capital Partners unrelated to the debtors

Robert Sunderman Current Representation in matters unrelated to the debtors Ronald Statie Current Representation in matters unrelated to the debtors SCSF Mervyn's (Offshore) Inc. Current Representation in matters unrelated to the debtors SCSF Mervyn's (US) LLC Current Representation in matters unrelated to the debtors Sun Bachrach LLC Current Representation in matters unrelated to the debtors Sun Capital Advisors II, LP Current Representation in matters unrelated to the debtors Sun Capital Advisors ill, LP, Current Representation in matters unrelated to the debtors un Capital Advisors LV, LP Current Representation in matters unrelated to the debtors Sun Capital Advisors, Inc. Current Representation in matters unrelated to the debtors Sun Capital Partners Current Representation in matters unrelated to the debtors

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K&E 14235536. (continued from previous page) Sun Capital Partners II LP Current Representation in matters unrelated to the debtors Sun Capital Partners ILL LP Current Representation in matters unrelated to the debtors Sun Capital Partners QP ILL LP Current Representation in matters unrelated to the debtors Sun Capital Securities Advisors Current Representation in matters LP unrelated to the debtors Sun Capital Securities Fund LP Current Representation in matters unrelated to the debtors Sun Capital Securities Offshore Current Representation in matters Fund Ltd. unrelated to the debtors iIiam Smelas Current Representation in matters unrelated to the debtors Greenwich Capital Charter One Bank Current Representation in matters unrelated to the debtors Citizens Financial Group Inc. Current Representation in matters unrelated to the debtors Greenwich Capital Financial Current Representation in matters Products, Inc. unrelated to the debtors Greenwich Capital Markets, Inc. Current Representation in matters unrelated to the debtors RBS Citizens NA Closed Representation in matters unrelated to the debtors RBS Lynk Incorporated Closed Representation in matters unrelated to the debtors RBS Special Opportunites Fund Current Representation in matters LP unrelated to the debtors RBS Special Opportunites Fund Current Representation in matters B LP unrelated to the debtors RBS Special Opportunites Fund Current Representation in matters CLP unrelated to the debtors RBS Special Opportunites Fund Current Representation in matters D LP unrelated to the debtors RBS Special Opportunites Fund Current Representation in matters Employee LP unrelated to the debtors Royal Bank of Scotland Current Representation in matters unrelated to the debtors Guess Inc. Guess? Inc. Current Representation in matters unrelated to the debtors Guess? Europe, B.V. Former Representation in matters unrelated to the debtors Guggenheim Structured Real Guggenheim Merchant Banking Closed Representation in matters Estate unrelated to the debtors Home Depot Inc., The he Home Depot Current Representation in matters unrelated to the debtors

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K&E 14235536. (continued from previous page) Home Depot USA Inc. Current Representation in matters unrelated to the debtors Expo Design Center Current Representation in matters unrelated to the debtors he Home Depot At-Home Closed Representation in matters Services Inc. unrelated to the debtors Homeland Inland Insurance Co. Esurance Holdings Inc. Current Representation in matters of New York unrelated to the debtors One Beacon Esurance Insurance Company Current Representation in matters unrelated to the debtors Esurance Insurance Company Current Representation in matters of unrelated to the debtors Esurance Insurance Services, Current Representation in matters Inc. unrelated to the debtors Esurance Property & Casualty Current Representation in matters Insurance Company unrelated to the debtors Esurance, Inc. Current Representation in matters unrelated to the debtors PSC Holdings Ltd. Current Representation in matters unrelated to the debtors hite Mountains Capital, Inc. Current Representation in matters unrelated to the debtors hite Mountains Investments Current Representation in matters (Bermuda) Ltd. unrelated to the debtors Hometown Buffet merican Residential Services, Closed Representation in matters LLC unrelated to the debtors International Business IBM Corporation Current Representation in matters Machines Corp. unrelated to the debtors Ivanhoe Cambridge Inc. Caisse de dépôt et placement Former Representation in matters du Québec unrelated to the debtors Capital D'Amerique CDPQ Inc. Former Representation in matters unrelated to the debtors . Jill . Jill Group Inc. Closed Representation in matters unrelated to the debtors albots MB Realty Corp. MB Realty Corporation Current Representation in matters unrelated to the debtors Las Colinas Land Limited Closed Representation in matters Partnership unrelated to the debtors MB Realty Corp. Current Representation in matters unrelated to the debtors Current Representation in matters unrelated to the debtors ohnson Controls ohnson Controls Current Representation in matters unrelated to the debtors

16

K&E 14235536. Representation in matters unrelated to the debtors Current Representation in matters unrelated to the debtors LaSalle Investment Current Representation in matters Management / Jones Lang unrelated to the debtors LaSalle Group Steven F. Stratton Current Representation in matters unrelated to the debtors uicy Couture Enyce, LLC Closed Representation in matters unrelated to the debtors Kmart Edward S. Lampert Current Representation in matters unrelated to the debtors Sears Roebuck & Co. ESL Partners LP Current Representation in matters unrelated to the debtors Kmart Corporation Former Representation in matters unrelated to the debtors Sears Holdings Corporation Closed Representation in matters unrelated to the debtors Sears Roebuck & Company Former Representation in matters unrelated to the debtors KPMG LLP KPMG Bohlins AB Current Representation in matters unrelated to the debtors KPMG LLP Current Representation in matters unrelated to the debtors KPMG LLP (Canada) Current Representation in matters unrelated to the debtors KPMG LLP (UK) Current Representation in matters unrelated to the debtors Kramer Levin Naftalis & Frankel Kramer Levin Naftalis & Frankel Closed Representation in matters LLP LLP unrelated to the debtors Lehman Brothers Bank FSB LBREM I Current Representation in matters unrelated to the debtors Lehman Brothers Bank FSB LBREM II Current Representation in matters unrelated to the debtors Lehman Capital LBREP I Current Representation in matters unrelated to the debtors Lehman Commercial Paper Inc. LBREP II Current Representation in matters unrelated to the debtors LBREP III Current Representation in matters unrelated to the debtors LBREP Lakeside SC Master I, Current Representation in matters LLC unrelated to the debtors Lehman Brothers Current Representation in matters unrelated to the debtors

17

K&E 14235536. (continued from previous page) Lehman Brothers Asset Current Representation in matters Management, Inc. unrelated to the debtors Lehman Brothers Holdings Inc. Current Representation in matters unrelated to the debtors Lehman Brothers Merchant Current Representation in matters Banking Partners ILL LP unrelated to the debtors Lehman Brothers Merchant Current Representation in matters Banking Partners Inc. unrelated to the debtors Lehman Brothers Merchant Current Representation in matters Banking Partners IV Europe LP unrelated to the debtors Lehman Brothers Merchant Current Representation in matters Banking Partners IV LP unrelated to the debtors Lehman Brothers Private Equity Current Representation in matters dvisers LLC unrelated to the debtors Lehman Brothers Real Estate Current Representation in matters Partners II, LP unrelated to the debtors Lehman Brothers Real Estate Current Representation in matters Private Equity unrelated to the debtors Lehman Brothers, Inc. Former Representation in matters unrelated to the debtors Lehman Capital Former Representation in matters unrelated to the debtors

Lehman Commercial Paper, Inc. Current Representation in matters unrelated to the debtors Lehman Syndicated Loan Current Representation in matters Funding Trust unrelated to the debtors Michael J. Moore Current Representation in matters unrelated to the debtors M& T Bank Manufacturers and Traders Current Representation in matters rust Company unrelated to the debtors Mainstay Floating Rate Fund Mainstay Floating Rate Fund Current Representation in matters unrelated to the debtors Massachusetts Mutual Life Massachusetts Mutual Life Closed Representation in matters Insurance Corp. Insurance Company unrelated to the debtors McCormick & Schmick's McCormick & Schmick Closed Representation in matters Restaurant Group cquisition Corp. unrelated to the debtors

McDonald's Corp. Chipotle Mexican Grill Inc. Current Representation in matters unrelated to the debtors McDonald's Corporation Current Representation in matters unrelated to the debtors Metlife Inc. MetLife Insurance Company of Current Representation in matters Connecticut unrelated to the debtors Metropolitan Life Insurance Co. Midland Loan Services Inc. Pnc Equity Management Corp. Closed Representation in matters unrelated to the debtors PNC Bank NA

18

K&E 14235536. PNC Capital Markets Inc. Morgan Stanley Crescent Resources, LLC Current Representation in matters unrelated to the debtors Morgan Stanley & Co. Inc. Marianas Holding, LLC Current Representation in matters unrelated to the debtors Morgan Stanley Bank Morgan Stanley Current Representation in matters unrelated to the debtors Morgan Stanley Mortgage Morgan Stanley & Co. Inc. Current Representation in matters

Capital Inc. unrelated to the debtors Morgan Stanley Senior Funding Morgan Stanley Asset Funding, Current Representation in matters Inc. Inc. unrelated to the debtors Morgan Stanley Capital Group Former Representation in matters Inc. unrelated to the debtors Morgan Stanley Capital Current Representation in matters Partners unrelated to the debtors Morgan Stanley Dean Witter Current Representation in matters unrelated to the debtors Morgan Stanley OW, Inc. Closed Representation in matters unrelated to the debtors Morgan Stanley Emerging Current Representation in matters Markets Inc. unrelated to the debtors Morgan Stanley Funding Inc. Current Representation in matters unrelated to the debtors Morgan Stanley High Yield Closed Representation in matters Fund unrelated to the debtors Morgan Stanley Investment Current Representation in matters Management Limited unrelated to the debtors Morgan Stanley Japan Limited Current Representation in matters unrelated to the debtors Morgan Stanley Prime Income Current Representation in matters rust unrelated to the debtors MSCI Inc. Current Representation in matters unrelated to the debtors Steven Hefter Former Representation in matters unrelated to the debtors an Kampen Senior Income Current Representation in matters rust unrelated to the debtors an Kampen Senior Loan Fund Current Representation in matters unrelated to the debtors arious senior level executives arious Representation in matters of Morgan Stanley unrelated to the debtors arious employees of Morgan arious Representation in matters tanley unrelated to the debtors National City Bank NA National City Bank Current Representation in matters unrelated to the debtors New York Life Insurance & New York Life Insurance and Current Representation in matters nnuity nnuity Corporation unrelated to the debtors

19

K&E 14235536. New York Life Investment Management LLC Northern Trust Co., The he Northern Trust Company Current Representation in matters unrelated to the debtors Northern Trust Global Investments Northwestern Mutual Life he Northwestern Mutual Life Current Representation in matters Insurance Co., The Insurance Co. unrelated to the debtors Options Express Inc. ames Gray Current Representation in matters unrelated to the debtors optionsXpress Inc. Current Representation in matters unrelated to the debtors

Orix Real Estate Capital ORIX Real Estate Capital, Inc. Current Representation in matters Markets LLC unrelated to the debtors Pennsylvania, Commonwealth Senate of Pennsylvania Closed Representation in matters of unrelated to the debtors Pittway Corp. Honeywell Aerospace Current Representation in matters unrelated to the debtors Honeywell DMC Services, LLC Former Representation in matters unrelated to the debtors

Honeywell Intellectual Closed Representation in matters Properties, Inc. unrelated to the debtors Honeywell International Inc. Current Representation in matters unrelated to the debtors Honeywell Retirement Earnings Current Representation in matters Plan unrelated to the debtors Honeywell Savings and Current Representation in matters Ownership Plan unrelated to the debtors Honeywell Secured Benefit Plan Current Representation in matters unrelated to the debtors Plan Administrator of Honeywell Current Representation in matters Retirement Earnings Plan unrelated to the debtors

Plan Administrator of Honeywell Current Representation in matters Savings and Ownership Plan unrelated to the debtors

Plan Administrator of Honeywell Current Representation in matters Secured Benefit Plan unrelated to the debtors

UOP Inc. Closed Representation in matters unrelated to the debtors PricewaterhouseCoopers LLP ames Schacht Closed Representation in matters unrelated to the debtors Pricewaterhousecoopers Current Representation in matters unrelated to the debtors

20

K&E 14235536. (continued from previous page) PricewaterhouseCoopers LLP Current Representation in matters unrelated to the debtors PricewaterhouseCoopers- Closed Representation in matters Bermuda unrelated to the debtors

Principal Global Investors Principal Global Investors, LLC Current Representation in matters unrelated to the debtors Principal Life Insurance Co. Principal Enhanced Property Current Representation in matters Fund, L.P. unrelated to the debtors

Principal Global Investors, LLC Current Representation in matters unrelated to the debtors Principal Life Insurance Co. Current Representation in matters unrelated to the debtors Principal Real Estate Investors Current Representation in matters LLC unrelated to the debtors Pritzker Family Pritzker Financial Management Current Representation in matters Co., LLC unrelated to the debtors he Pritzker Group Current Representation in matters unrelated to the debtors Professional Service Industries Professional Service Industries Current Representation in matters Inc. Inc. unrelated to the debtors Olympus Partners Current Representation in matters unrelated to the debtors Prudential Asset Resources merican Skandia, Inc. Former Representation in matters Inc. unrelated to the debtors

Prudential Insurance Co. of he Prudential Insurance Current Representation in matters merica Company of America unrelated to the debtors Prudential Mortgage Capital Co. LLC Quality Mechanical Contractors hitney & Co. Current Representation in matters LLC unrelated to the debtors Raymond James Bank FSB RJ Capital Services, Inc. Current Representation in matters unrelated to the debtors Raymond James & Associates Inc. Rite Aid Corp. Rite Aid Corporation Current Representation in matters unrelated to the debtors Robert W Baird & Co. Inc. Baird Capital Partners Europe Current Representation in matters Limited unrelated to the debtors Robert W. Baird, Inc. Current Representation in matters unrelated to the debtors Sally Beauty Holdings Inc. Sally Beauty Holdings, Inc. Closed Representation in matters unrelated to the debtors

21

K&E 14235536. San Francisco, City & County of Shire en McSpadden, San Closed Representation in matters Francisco Public Guardian, as unrelated to the debtors Conservator of the Person and Estate of Ivanka Juretic Sbarro Holdings LLC Sbarro Inc. Current Representation in matters unrelated to the debtors Penton Media Inc. MidOcean Partners, LP Current Representation in matters unrelated to the debtors

Schindler Elevator Corp. Schindler Elevator Corporation Current Representation in matters unrelated to the debtors Sephora L VMH Fashion Group Americas Closed Representation in matters unrelated to the debtors Scotia Capital (USA) Inc. Bank of Nova Scotia Closed Representation in matters unrelated to the debtors

Starbucks Corp. Starbucks Inc. Current Representation in matters unrelated to the debtors D Ameritrade Clearing Inc. D Ameritrade Holding Current Representation in matters Corporation unrelated to the debtors D Asset Management USA D Capital Closed Representation in matters Inc. unrelated to the debtors D Bank, The oronto Dominion Capital Current Representation in matters unrelated to the debtors

eachers Insurance and Las Colin as Land Limited Closed Representation in matters nnuity Association-College Partnership unrelated to the debtors Retirement Equities Fund eacher's Retirement System Ilinois Attorney General Lisa Current Representation in matters of the State of Ilinois Madigan unrelated to the debtors hings Remembered Gordon Brothers Current Representation in matters unrelated to the debtors hrivent Financial For hrivent Financial For Current Representation in matters Lutherans Lutherans unrelated to the debtors okio Marine & Nichido Fire okio Marine & Nichido Fire Closed Representation in matters Insurance Co. Insurance Co., Ltd. unrelated to the debtors M Claims Service, Inc. Closed Representation in matters unrelated to the debtors UBS AG, Stamford Branch oseph F. Scoby Current Representation in matters unrelated to the debtors UBS Financial Services Inc. Paul Scileppi Current Representation in matters unrelated to the debtors UBS Investment Bank UBS Financial Services Closed Representation in matters Incorporated of Puerto Rico unrelated to the debtors UBS Securities LLC UBS Financial Services, Inc. Current Representation in matters unrelated to the debtors UBS Securities Ltd. (UK) UBS Global Asset Management Current Representation in matters Inc. unrelated to the debtors

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K&E 14235536. UBS Warburg UBS Investment Bank Current Representation in matters unrelated to the debtors UBS Securities LLC Current Representation in matters unrelated to the debtors UBS Warburg Current Representation in matters unrelated to the debtors US Bancorp Piper Jaffray Inc. Piper Jaffray & Co. Closed Representation in matters unrelated to the debtors US Bank NA U.S. Bank National Association Current Representation in matters unrelated to the debtors US Bank, Chicago Union Bank of California he Bank of Tokyo-Mitsubishi Closed Representation in matters UFJ, Ltd. unrelated to the debtors UFJ Bank Limited Closed Representation in matters unrelated to the debtors University of Chicago Hospitals Samir Patel, M.D. Closed Representation in matters unrelated to the debtors ai-Mart Real Estate Business ai-Mart Stores East LP Current Representation in matters rust unrelated to the debtors ai-Mart Stores East, Inc. Current Representation in matters unrelated to the debtors ai-Mart Stores, Inc. Current Representation in matters unrelated to the debtors al-Mart.com USA, LLC Current Representation in matters unrelated to the debtors est LB AG, New York Branch estLB AG, New York Branch Closed Representation in matters unrelated to the debtors hitehall Co. Jewelers hiehall Co. Jewellers Inc. Closed Representation in matters unrelated to the debtors ilmington Trust Co. Grant Tani Barash & Altman Closed Representation in matters unrelated to the debtors

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K&E 14235536.