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UBS Retention

UBS Retention

Hearing Date and Time: February 16, 2010 at 10:00 a.m. (Prevailing Eastern Time) Objection Date and Time: February 9, 2010 at 4:00 p.m. (Prevailing Eastern Time)

WEIL, GOTSHAL & MANGES LLP KIRKLAND & ELLIS LLP 767 Fifth Avenue 200 East Randolph Drive , New York 10153 , 60601 Telephone: (212) 310-8000 Telephone: (312) 861-2000 Facsimile: (212) 310-8007 Facsimile: (312) 861-2200 Marcia L. Goldstein James H.M. Sprayregen, P.C. Gary T. Holtzer Anup Sathy, P.C. ( pro hac vice ) Adam P. Strochak Stephen A. Youngman ( pro hac vice ) Sylvia A. Mayer ( pro hac vice )

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

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------x : In re : Chapter 11 Case No. : GENERAL GROWTH : 09-11977 (ALG) PROPERTIES, INC., et al. , : : (Jointly Administered) Debtors. : ------x

NOTICE OF HEARING REGARDING DEBTORS’ APPLICATION PURSUANT TO SECTIONS 327(a) AND 328(a) OF THE BANKRUPTCY CODE AND BANKRUPTCY RULES 2014(a) AND 2016 FOR AUTHORIZATION TO EMPLOY AND RETAIN UBS SECURITIES LLC AS NON-EXCLUSIVE CAPITAL MARKETS AND M&A ADVISOR FOR THE DEBTORS NUNC PRO TUNC TO DECEMBER 10, 2009

PLEASE TAKE NOTICE that a hearing on the annexed motion (the

“Application ”) of Limited Partnership, its ultimate parent, General Growth

Properties, Inc., and their debtor affiliates, as debtors and debtors in possession in the above-

referenced chapter 11 cases (collectively, the “ Debtors ”), seeking entry of an order approving the Application for authorization to employ and retain UBS Securities LLC (“ UBS ”) as non- exclusive capital markets and M&A advisor to the Debtors pursuant to sections 327(a) and

328(a) of chapter 11 of title 11 of the Code (the “ Bankruptcy Code ”) and rules

2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure (the “ Bankruptcy Rules ”) nunc pro tunc to December 10, 2009, all as more fully described in the Application, will be held before the Honorable Allan L. Gropper, United States Bankruptcy Judge, at the United States

Bankruptcy Court, Alexander Hamilton Customs House, Courtroom 617, One Bowling Green,

New York, New York 10004 (the “ Bankruptcy Court ”) on February 16, 2010 at 10:00 a.m.

(Prevailing Eastern Time) (the “ Hearing ”).

PLEASE TAKE FURTHER NOTICE that objections, if any, to the Application

shall be in writing, shall conform to the Federal Rules of Bankruptcy Procedure (the

“Bankruptcy Rules ”) and the Local Rules of the Bankruptcy Court for the Southern District of

New York, shall set forth the name of the objecting party, the basis for the objection and the

specific grounds thereof, shall be filed with the Bankruptcy Court electronically in accordance

with General Order M-242 (which can be found at www.nysb.uscourts.gov) by registered users

of the Bankruptcy Court’s case filing system and by all other parties in interest, on a 3.5 inch

disk, preferably in Portable Document Format (PDF), WordPerfect, or any other Windows-based

word processing format (with two hard copies delivered directly to the chambers of the

Honorable Allan L. Gropper), and shall be served upon: (i) the Office of the United States

Trustee for the Southern District of New York, 33 Whitehall Street, 21st Floor, New York, New

York 10044 (Attn: Tracy Hope Davis, Linda Riffkin and Andrea Schwartz, Esqs.); (ii) Weil,

Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York 10153 (Attn: Marcia L.

Goldstein and Gary T. Holtzer, Esqs.), and 700 Street, Suite 1600, Houston,

77002 (Attn: Sylvia A. Mayer, Esq.), attorneys for the Debtors; (iii) Kirkland & Ellis LLP, 300

North LaSalle, Chicago, Illinois 60654 (Attn: Anup Sathy, P.C.), co-counsel for certain

subsidiary Debtors and Debtors in Possession; (iv) Akin Gump Strauss Hauer & Feld LLP, One

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Bryant Park, New York, New York 10036 (Attn: Michael S. Stamer, Esq.), and 1333 New

Hampshire Avenue, N.W., , D.C. 20036 (Attn: James Savin, Esq.), attorneys for the

Official Committee of Unsecured Creditors; (v) Saul Ewing LLP, 400 Madison Avenue, Suite

12B, New York, New York 10017 (Attn: John J. Jerome, Esq.), and Saul Ewing LLP, 500 E.

Pratt Street, Suite 800, , 21202 (Attn: Joyce A. Kuhns, Esq.), attorneys for

the Official Committee of Equity Security Holders; (vi) Skadden, Arps, Slate, Meagher & Flom

LLP, Four Times Square, New York, New York 10036, attorneys for UBS (Attn: Jay

Goffman); and (vii) all parties who have requested notice in these chapter 11 cases; so as to be

filed and received by no later than February 9, 2009 at 4:00 p.m. (Prevailing Eastern Time)

(the “ Objection Deadline ”).

PLEASE TAKE FURTHER NOTICE that if an objection to the Application is not received by the Objection Deadline, the relief requested shall be deemed unopposed, and the

Bankruptcy Court may enter an order granting the relief sought without a hearing.

PLEASE TAKE FURTHER NOTICE that objecting parties are required to attend

the Hearing, and failure to appear may result in relief being granted or denied upon .

Dated: January 25, 2010 New York, New York

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

and

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Stephen A. Youngman (admitted pro hac vice ) WEIL, GOTSHAL & MANGES LLP 200 Crescent Court, Suite 300 Dallas, Texas 75201 Telephone: (214) 746-7700 Facsimile: (214) 746-7777

and Sylvia A. Mayer (admitted pro hac vice ) WEIL, GOTSHAL & MANGES LLP 700 Louisiana Street, Suite 1600f Houston, Texas 77002 Telephone: (713) 546-5000 Facsimile: (713) 224-9511

Attorneys for Debtors and Debtors in Possession

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

Co-Attorneys for Certain Subsidiary Debtors and Debtors in Possession

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Hearing Date and Time: February 16, 2010 at 10:00 a.m. (Prevailing Eastern Time) Objection Date and Time: February 9, 2010 at 4:00 p.m. (Prevailing Eastern Time)

WEIL, GOTSHAL & MANGES LLP KIRKLAND & ELLIS LLP 767 Fifth Avenue 200 East Randolph Drive New York, New York 10153 Chicago, Illinois 60601 Telephone: (212) 310-8000 Telephone: (312) 861-2000 Facsimile: (212) 310-8007 Facsimile: (312) 861-2200 Marcia L. Goldstein James H.M. Sprayregen, P.C. Gary T. Holtzer Anup Sathy, P.C. ( pro hac vice ) Adam P. Strochak Stephen A. Youngman ( pro hac vice ) Sylvia A. Mayer ( pro hac vice )

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

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------x : In re : Chapter 11 Case No. : GENERAL GROWTH : 09 – 11977 (ALG) PROPERTIES, INC., et al. , : : (Jointly Administered) Debtors. : ------x

APPLICATION PURSUANT TO SECTIONS 327(a) AND 328(a) OF THE BANKRUPTCY CODE AND BANKRUPTCY RULES 2014(a) AND 2016 FOR AUTHORIZATION TO EMPLOY AND RETAIN UBS SECURITIES LLC AS NON-EXCLUSIVE CAPITAL MARKETS AND M&A ADVISOR FOR THE DEBTORS NUNC PRO TUNC TO DECEMBER 10, 2009

TO THE HONORABLE UNITED STATES BANKRUPTCY JUDGE:

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

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

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

“Application ”) and respectfully represent as follows:

1 A list of the Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, is field with the Court at Docket No. 593 and is also available for free online at www.kccllc.net/GeneralGrowth.

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’ chapter 11 cases have been

consolidated for procedural purposes only and are being jointly administered pursuant to Rule

1015(b) of the Federal Rules of Bankruptcy Procedure (the “ Bankruptcy Rules ”). The Debtors

are authorized to continue to operate their businesses and manage their properties as debtors in

possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.

2. On April 24, 2009, the United States Trustee for the Southern District of

New York (the “ U.S. Trustee ”) appointed an official committee of unsecured creditors (the

“Creditors’ Committee ”). On September 8, 2009, the U.S. Trustee appointed an official committee of equity security holders (the “ Equity Committee ”).

3. Additional information regarding the Debtors’ business, capital structure,

and the circumstances leading to these chapter 11 cases is contained in the Declaration of Adam

S. Metz (Docket No. 12) and the Declaration of James A. Mesterharm Pursuant to Local

Bankruptcy Rule 1007-2 in Support of First Day Motions (Docket No. 13).

II.

JURISDICTION

4. 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.

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III.

RELIEF REQUESTED

5. Pursuant to sections 327(a) and 328(a) of the Bankruptcy Code,

Bankruptcy Rule 2014(a) and 2016 and Rule 2014-1 of the Local Bankruptcy Rules for the

Southern District of New York, the Debtors seek the entry of an order authorizing the

employment and retention of UBS Securities LLC (" UBS ") as capital markets and M&A advisor

to the Debtors in these chapter 11 cases, in accordance with the terms of the engagement letter

(the " Engagement Letter "), dated December 10, 2009, and the accompanying indemnification

letter (the “ Indemnification Provisions ”), as modified by the terms of the proposed order (the

“Order ”).2 The Engagement Letter and accompanying Indemnification Provisions are attached hereto as Exhibit “A”. The Order is attached hereto as Exhibit “C”.

IV.

BASIS FOR RELIEF REQUESTED

A. UBS’ Qualifications

6. UBS is an internationally recognized investment banking and financial

advisory firm. UBS’ Leveraged Finance and Restructuring Group is one of the leading advisors

to parties in interest with respect to financially troubled companies both in and outside of

bankruptcy. UBS is and has been involved in many large restructuring cases in the United

States, including serving as financial advisor to the debtors in In re Protostar Ltd , In re Young

Broadcasting , In re Quebecor World (USA), Inc. , In re Leap Wireless, Inc. , In re Satelites

2 The Engagement Letter is incorporated herein by reference. Any description of any provision of the Engagement Letter contained in this Application is intended to be a summary of the applicable provisions of the Engagement Letter and is qualified in its entirety by the actual terms of the Engagement Letter. Capitalized terms used in the Engagement Letter but not defined herein shall have the meaning assigned to them in the Engagement Letter.

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Mexicanos S.A. de C.V. , and In re Redback Networks , and advising informal committees of

creditors in In re ION Media Networks, Inc. , In re Charter Communications, Inc. , and In re

DBSD North America, Inc.

7. UBS is one of a few firms able to provide a full range of investment banking services and products to the Debtors, including capital markets and M&A advice and services. UBS is a leading investment bank in, among other areas, mergers and acquisitions, bank financings and public and private securities offerings involving both debt and equity. UBS is also a leading investment bank in the real estate industry with extensive experience in providing financial, capital markets and M&A advisory services to, and in transactions involving, real estate-related companies such as the Debtors.

B. Services to be Provided by UBS

8. Pursuant to the Engagement Letter, UBS, as non-exclusive capital markets and M&A advisor to the Debtors, will provide the following services upon the request of the

Debtors, as set forth below:

(a) Advise and assist the Company in analyzing, structuring, and negotiating the financial aspects of any Exit Transaction 3, including: (i) evaluating potential Exit Transactions by the Company, (ii) advising and assisting the Company in structuring and effecting the terms of an Exit Transaction for the Company, (iii) advising and assisting the Company in evaluating alternative proposals relating to an Exit Transaction, (iv) advising and assisting the Company in developing and preparing materials to be used in soliciting potential investors for an Exit Transaction, and (v) advising and assisting the Company with raising sources of capital for an Exit Transaction, in each case consistent with its ordinary course of business for transactions of this type;

(b) Advise and assist the Company in identifying and evaluating third-party candidates as potential purchasers or capital sources for an Exit Transaction, advise the Company in negotiations and on the structure of

3 The Engagement Letter defines an Exit Transaction as a Financing, M&A Transaction or confirmation of a Plan of Reorganization.

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such Exit Transaction, and assist the Company in the consummation of such Exit Transaction;

(c) Attend meetings of the Company's board of directors and its committees with respect to matters on which UBS has been engaged to advise the Company;

(d) At the Company’s request, UBS will undertake a study to enable it to render an opinion with respect to the fairness, from a financial point of view, to the Company or to holders of Common Stock, as the case may be, of the consideration to be received in an M&A Transaction. The nature and scope of UBS’ investigation, as well as the scope, form and substance of any such opinion, shall be such as UBS may consider appropriate. If requested, any such opinion will be in written form;

(e) At the Company’s request, (i) advise and assist the Company in identifying potential financing sources and strategies necessary or desirable in order to consummate a Financing and (ii) advise and assist the Company in raising funds for a Financing, in each case as is reasonable and customary for such transactions; and

(f) Provide testimony in the Case on behalf of the Company with respect to any of the foregoing, if necessary.

9. Under the terms of the Engagement Letter, the Debtors may realize the benefits of various capital raise alternatives; for example, a Financing may be funded in more than one stage and with one or more securities. In addition, the Engagement Letter provides that the Debtors may request UBS to assist in potential subsequent underwritten Financings. If the

Debtors request such additional assistance, such underwritten offerings will be subject to a separate engagement and separate agreement regarding fees and other customary matters.

C. Relationship Between Advisors

10. The bankruptcy filings of the Debtors are in many ways unique, as the

Debtors succumbed to bankruptcy not because of a failure in operations but rather due to an

inability to refinance significant amounts of corporate and property-level debt owing to the

collapse of the debt markets. While the history of the Debtors’ inability to refinance maturing

debt has been well catalogued before this Court, it is again relevant for the matter at hand. The

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Debtors have concluded that emergence from the chapter 11 cases will necessitate new

financing. Given the unusual circumstances that precipitated the bankruptcy filings and the

strength of the Debtors’ business, it is believed that such financing may be obtained from sources

not typically pursued in the bankruptcy context, including, as described more below, investors

who are not typically viewed as sources of chapter 11 exit financing. The proposed retention of

UBS is predicated on the opportunity to pursue these non-traditional forms of exit financing,

even while the Debtors simultaneously pursue more traditional forms of exit financing.

11. UBS’ engagement is meant to complement and not duplicate the services

being provided by Miller Buckfire & Co., LLC (“ Miller Buckfire ”), whose engagement was

approved by this Court pursuant to an Order signed on May 26, 2009 (Docket No. 602). UBS is

aware of the terms of Miller Buckfire’s engagement as the Debtors' Financial Advisor and

Investment Banker, and the Debtors and UBS recognize the important role Miller Buckfire has

and will continue to play in pursuing traditional exit financing. However, given the size and

complexity of these cases, the specific and respective expertise of Miller Buckfire and UBS, and

the anticipated services that the Debtors have or are able to request Miller Buckfire and UBS to

perform, the Debtors believe that having two firms pursue a competitive financing process from

multiple potential sources, a practice not uncommon outside the chapter 11 context, is warranted

and will be beneficial to these estates and all stakeholders.

12. The Debtors have undertaken an aggressive process to confirmation and

emergence, including pursuing various financing alternatives. The goal of this process includes

analyzing and sourcing the most cost effective primary capital that may be needed to reorganize,

a goal intended to benefit all of the Debtors' stakeholders. The services to be provided by UBS

are not intended to duplicate the services being provided by Miller Buckfire. Rather, they are

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meant to be additive, and the Debtors intend that the two firms' industry experience and investor

contacts will complement each other, enabling the Debtors and their estates to benefit from the

dovetailing of both firms' services. UBS will coordinate the provision of its professional services

throughout these proceedings to avoid unnecessary duplication of efforts, enhance operating

efficiencies between itself and Miller Buckfire, and thus allow the Debtors the benefits of the

strengths of their respective organizations. In short, while both firms may engage with similar

prospective sources of financing, they will each be pursuing separate types of financing, all the

while advancing the singular goal of creating the maximum value of the estates for their various

stakeholders.

13. While Miller Buckfire is pursuing potential M&A-type transactions and

exit financing through more traditional means, UBS is being engaged to advise and assist the

company in raising exit financing from sources such as mutual fund, , private equity

and other institutional investors who invest in equity and equity linked real estate securities

(“ REIT Investors ”) through a process targeted at investors who do not typically participate in

chapter 11 capital raises. REIT Investors are not generally targeted as a funding source for

bankruptcy emergence financing, and the structure contemplated by the Debtors and UBS for the

exit financing are unique in the chapter 11 context. As more fully detailed in the Smith

Declaration (defined below), attached hereto as Exhibit “B” , UBS is specially situated to pursue capital from REIT Investors, a target investor class whom the Debtors believe will bring significant value regardless of the type of transaction that is ultimately consummated. The

Debtors also believe that UBS is one of only a few investment banks that can pursue such a transaction on their behalf.

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14. Pursuant to the Engagement Letter, and as explained above, UBS will, among other services, advise and assist the Debtors in identifying potential financing sources and in raising funds for a Financing. UBS has proposed to the Debtors an innovative financing structure that could be offered to REIT Investors in the coming months, if the Debtors so request, subject to certain conditions. Whether the Debtors’ plan of reorganization is ultimately premised on this capital raise, the Debtors believe that UBS’ engagement will maximize the value that will accrue to all of the Debtors’ stakeholders upon emergence by allowing the Debtors to have explored and analyzed the full range of possible alternatives available in their unique circumstances.

15. Notwithstanding their pursuit of separate forms of financing, UBS will act in concert with Miller Buckfire on certain tasks, including the review and consideration of possible M&A Transactions and the development of certain offering materials, in each case to obtain the most advantageous financing terms on behalf of the Debtors and all of their stakeholders. The Debtors believe that these joint activities will effectively supplement one another and thereby serve to maximize value to the Debtors’ stakeholders at no appreciable additional cost to the Debtors. In addition, Miller Buckfire has agreed, in connection with UBS’ retention, to fix its fee at $30,250,000, a reduction of $2,750,000 from it prior maximum fee.

This fee amendment has the effect of eliminating any possible difference in fees for Miller

Buckfire should the Debtors pursue one type of transaction over another, e.g., a financing rather than an M&A transaction, or vice versa. As such, Miller Buckfire’s fee would be the same regardless of the form of transaction ultimately consummated. Miller Buckfire’s new fee structure, along with certain other matters related to the its retention, will be addressed in a separate motion to this Court.

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D. Professional Fees 4

16. Subject to the Court’s approval, UBS intends to charge for services rendered to the Debtors in these Cases pursuant to the terms and conditions of the Engagement

Letter. The Engagement Letter sets forth various terms for the payment of UBS, which include the following fees (the “ Fee and Expense Structure ”):

Advisory Fee

(a) A nonrefundable monthly cash advisory fee payable in advance (each, a “Monthly Advisory Fee ”) of $150,000 per month, for the period commencing December 10, 2009 with all payable payments due upon Bankruptcy Court approval of this Agreement and subsequent payments due on each monthly anniversary thereafter (cumulatively, the “ Advisory Fee ”).

Opinion Fee

(b) If requested to deliver an Opinion by GGP, a fee of $3.0 million (the “ Opinion Fee ”), payable promptly upon UBS having delivered the Opinion, regardless of the conclusion reached by UBS in the Opinion. The entire amount of the Opinion Fee shall be credited against any Completion Fee (as defined below) paid to UBS.

Completion Fee

(c) Upon (1) the consummation of a Financing (as defined in the Engagement Letter) by the Company, (2) the consummation of a sale or M&A transaction of all or substantially all of the Company’s assets (whether on a public or private basis) (an “ M&A Transaction ”), or (3) the confirmation of a plan of reorganization (each such plan, a “ Plan of Reorganization ”) of GGP, GGP Limited Partnership, or both, (each such a transaction, an " Exit Transaction ") then UBS shall earn a single fee (the “ Completion Fee ”), equal to:

(i) with respect to a Financing or an M&A Transaction, the greater of:

(A) $17,500,000; and

(B) If the Common Equity Security Recovery (as defined below) exceeds $1.0 billion, payments (each an “ Equity Recovery Fee ”) equal in the aggregate, without duplication, to 0.33% of any amount by which

4 The Fee and Expense Structure shown is for convenience. To the extent that this summary is inconsistent with the terms of the Engagement Letter, the fee and expense structure as set forth in the Engagement Letter shall control.

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the aggregate Common Equity Security Recovery exceeds $1.0 billion (determined as set forth below), due and payable on each date that an Equity Recovery is consummated; provided , however , that if more than one Equity Recovery is consummated, the Equity Recovery Fee for each such Equity Recovery shall be paid only once without duplication and each Equity Recovery Fee paid shall be credited against the aggregate Equity Recovery Fees due and payable hereunder. “ Equity Recovery ” means any transaction in which there is a Common Equity Security Recovery and the aggregate Common Equity Security Recovery to date from that and any prior transaction consummated after the date of the Agreement exceeds $1.0 billion;

(ii) With respect to a Plan of Reorganization that does not involve a Financing or M&A Transaction, the Equity Recovery Fee.

(iii) Fifty percent of the Advisory Fee paid to UBS shall be credited against any Completion Fee paid with respect to a Financing or M&A Transaction, but no part of the Advisory Fee shall be credited against any Completion Fee paid with respect to a Plan of Reorganization that does not involve a Financing or M&A Transaction.

17. Under the terms of the Engagement Letter, the Debtors will reimburse

UBS on reasonable out-of-pocket expenses, including legal fees.

18. The Debtors believe that the Fee and Expense Structure is comparable to compensation generally charged by investment banking firms of similar stature to UBS for comparable engagements, both in and out of bankruptcy. Further, the Debtors believe that the

Fee and Expense Structure is consistent with UBS’ normal and customary billing practices for cases of this size and complexity that require the level and scope of services outlined.

19. UBS and the Debtors believe that the Fee and Expense Structure is reasonable and market-based. In determining the level of compensation to be paid to UBS and its reasonableness, the Debtors compared UBS’ proposed fees with the range of investment banking fees in other large and complex chapter 11 cases. In the course of such review, the

Debtors determined UBS’ proposed fees to be reasonable for their engagement and within the range of other comparable transactions.

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20. UBS’ restructuring expertise, and in particular its capital markets knowledge and financing skills, some or all of which may be required by the Debtors during the term of UBS’ engagement, were important factors in determining the amount of the Monthly

Advisory Fee, the Opinion Fee and the Completion Fee. In addition, the Debtors believe that the ultimate benefit to the Debtors of UBS’ services cannot be measured merely by reference to the number of hours to be expended by UBS’ professionals in the performance of such services.

21. The Completion Fee has been agreed upon by the parties in anticipation that a substantial commitment of professional time and effort will be required of UBS and its professionals, and in light of the fact that such commitment may foreclose other opportunities for

UBS and that the actual time and commitment required of UBS and its professionals to perform services hereunder may vary substantially from week to week or month to month, creating “peak load” issues for the firm.

22. In addition, given the numerous matters that UBS may be required to address in the performance of its services hereunder, UBS’ commitment to the variable level of time and effort necessary to address all such issues as they arise, and the market prices for UBS’ services for engagements of this nature in both out-of-court and chapter 11 contexts, the Debtors believe that the fee arrangements in the Engagement Letter (including the Completion Fee) are reasonable under the standards set forth in section 328(a) of the Bankruptcy Code.

23. UBS also requests, and the Debtors have agreed, that in the event that

UBS seeks reimbursement for any attorneys’ fees incurred by UBS in connection with their engagement, the invoices and supporting time records from such attorneys shall be included in

UBS’ own application and such invoices and time records shall be subject to the United States

Trustee’s guidelines for compensation and reimbursement of expenses and the approval of this

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Court under the standard of sections 330 and 331 of the Bankruptcy Code, without regard to

whether such attorney has been retained under section 327 of the Bankruptcy Code.

24. Consistent with its ordinary practice and the practice of investment

bankers in other chapter 11 cases, whose fee arrangements are typically not hours-based, UBS

does not ordinarily maintain contemporaneous time records in one-tenth hour increments, or

provide or conform to a schedule of hourly rates for its professionals. The Debtors therefore

request that UBS be excused from compliance with such requirements, and that UBS be required

only to maintain such records in half-hour increments.

E. UBS’ Disinterestedness

25. To the best of the Debtors’ knowledge, information and belief, UBS has no connection with, and holds no interest adverse to, the Debtors or parties in interest in the matters for which UBS is proposed to be retained, except as disclosed in the Smith Declaration.

26. The Debtors submit that UBS is a “disinterested person,” as such term is

defined in section 101(14) of the Bankruptcy Code and as required under section 327(a) of the

Bankruptcy Code for this engagement. The Smith Declaration, executed on behalf of UBS in

accordance with section 327 of the Bankruptcy Code and Bankruptcy Rule 2014, is filed

contemporaneously herewith and incorporated herein by reference. The Debtors’ knowledge,

information, and belief regarding the matters set forth in this Application, are based, and made in

reliance, upon the Smith Declaration.

F. Indemnification of UBS

27. As more fully described in the Engagement Letter and as modified by the

Order, if the Application is granted, the Debtors have agreed to indemnify UBS, two of its

affiliates, UBS Financial Services Inc. and UBS AG, together with certain related persons under

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certain circumstances, (together, the “ Indemnified Persons ”) from and against certain losses

arising out of their engagement by the Debtors in connection with these chapter 11 cases, other

than claims resulting from the willful misconduct or gross negligence of the Indemnified

Persons. The Debtors submit that such indemnification is standard in the specialized financial

advisory industry and that the provision of such indemnification by the Debtors is fair and

reasonable considering the Indemnified Persons’ qualifications and the expectations of other

special financial advisors in connection with engagements of this scope and size. See United

Artists Theatre Co. v. Walton (In re United Artists Theatre Co.) , 315 F.3d 217, 234 (3d Cir.

2003) (finding indemnification agreement between debtor and financial advisor reasonable under

section 328); In re Comdisco, Inc. , 2002 U.S. Dist. WL 31109431 (N.D. Ill. 2002) (mem.)

(affirming order authorizing indemnification of Rothschild, Inc. and Lazard Frères & Co. LLC by the debtors); In re Joan & David Halpern, Inc. , 248 B.R. 43 (Bankr. S.D.N.Y. 2000), aff’d ,

2000 WL 1800690 (S.D.N.Y. 2000).

28. The terms of the Indemnification Provisions of the Engagement Letter are

similar to indemnification terms that have previously been approved by bankruptcy courts in this

District and elsewhere. See, e.g. , In re Acterna, Case No. 03-12837 (BRL) (Bankr. S.D.N.Y.

June 24, 2003) [Docket No. 134]; In re Spiegel , Case No. 03-11540 (CB) (Bankr. S.D.N.Y.

August 6, 2003) [Docket No. 675]. Accordingly, the Debtors request that the Court approve the

Debtors’ indemnification of the Indemnified Persons under the terms set forth in the Engagement

Letter as modified by the Order.

G. Approval of Engagement Pursuant to 328(a) of the Bankruptcy Code

29. The Debtors seek approval of UBS’ compensation structure pursuant to sections 327(a) and 328(a) of the Bankruptcy Code. Section 328(a) of the Bankruptcy Code

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provides, in pertinent part, that a debtor “with the court’s approval, may employ or authorize the

employment of a professional person under section 327 . . . on any reasonable terms and

conditions of employment, including a retainer, on an hourly basis, on a fixed or percentage

basis, or on a contingent fee basis.” 11 U.S.C. § 328(a). The Debtors submit that reasonable

terms and conditions are those employed by UBS and other leading investment bankers inside

and outside of the bankruptcy context.

30. Similar fee arrangements have been approved and implemented in other

large chapter 11 cases in this District and elsewhere. See, e.g. , In re NextWave Personal

Commc'ns, Inc. , Case No. 98-21529 (ASH) (Bankr. S.D.N.Y. October 1, 2001) [Docket No.

1042] (approving the employment of UBS Warburg LLC as financial advisor for the debtors, pursuant to sections 327(a) and 328(a) of the Bankruptcy Code); In re Casual Male Corp. , Case

No. 01-41404 (REG) (Bankr. S.D.N.Y. July 19, 2001) [Docket No. 197] (authorizing retention of Robertson Stephens, Inc. as investment banker for debtors under section 328); In re PSINET,

Inc. , Case No. 01-13213 (REG) (Bankr. S.D.N.Y. July 11, 2001) [Docket No. 199] (approving

the retention of Dresdner Kleinwort Wasserstein as investment banker and financial advisor to

the debtors, pursuant to sections 327(a) and 328(a) of the Bankruptcy Code); In re WCI Steel,

Inc. , Case No. 03-44662 (WTB) (Bankr. N.D. December 8, 2003) [Docket No. 205]

(approving the retention of Jefferies & Company, Inc., as financial advisor to the debtors, pursuant to sections 327(a) and 328(a) of the Bankruptcy Code); In re Calpine Corp., et al. , Case

No. 05-60200 (BRL) (Bankr. S.D.N.Y April 26, 2006) [Docket No. 1370] (granting authority for the Debtors to employ and retain UBS as their financial advisor and investment banker pursuant to sections 327(a) and 328(a) of the Bankruptcy Code); In re Dana Corp., et al. , Case No. 06-

10354 (BRL) (Bankr. S.D.N.Y. March 29, 2006) [Docket No. 741] (approving the Debtors’

US_ACTIVE:\43276985\09\47658.0008 14

application to employ and retain UBS as their financial advisor and investment banker pursuant

to sections 327(a) and 328(a) of the Bankruptcy Code).

31. Notwithstanding approval of its retention under section 328 of the

Bankruptcy Code, UBS intends to apply to the Court for allowances of compensation and reimbursement of expenses in accordance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules of the Bankruptcy Court for the Southern District of New

York, applicable orders of this Court and the Guidelines of the Office of the United States

Trustee for the Southern District of New York (the “ U.S. Trustee ”).

32. Accordingly, the Debtors believe that the Court should approve UBS’

retention subject to the standard of review set forth in section 328(a) of the Bankruptcy Code,

and it should not be subject to review pursuant to section 330 or any other standard of review.

V.

NOTICE

33. No trustee or examiner has been appointed in these chapter 11 cases. The

Debtors have served notice of this Application on: (i) the Office of the U.S. Trustee, Attn:

Andrea Schwartz, Esq., Tracy Hope Davis, Esq. and Linda A. Riffkin, Esq.; (ii) attorneys for the

Creditors’ Committee, Akin Gump Strauss Hauer & Feld LLP, Attn: Michael S. Stamer, Esq. and James Savin, Esq.; and (iv) attorneys for the Equity Committee, Saul Ewing LLP, Attn:

Joyce A. Kuhns, Esq. and John J. Jerome, Esq. ; (v) attorneys for UBS, Skadden, Arps, Slate,

Meagher & Flom LLP, Attorneys for UBS, Four Times Square, New York, New York 10036,

Attn: Jay Goffman, Esq.; and (vi) parties entitled to receive notice in these chapter 11 cases pursuant to Bankruptcy Rule 2002.

US_ACTIVE:\43276985\09\47658.0008 15

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

Dated: January 25, 2010 New York, New York

General Growth Properties, Inc., et al. Debtors and Debtors in Possession

/s/ Thomas H. Nolan, Jr. Name: Thomas H. Nolan, Jr. Title: President and Chief Operating Officer

US_ACTIVE:\43276985\09\47658.0008 16

Exhibit A

Engagement Letter and Indemnification Provisions

Exhibit B

Smith Declaration

Schedule A

Fee Comparison

Fee Run: Debtor Advisor Fees Disclosed Fees for Court Approved UBS Debtor Advisor Fees Fee Information Monthly Restructuring Restructuring Total Date Company Fee Transaction Fee Transaction Fee % Debt Indebtedness ($mm) 8/4/2009 Prostar Limited 175,000 1 3,250,000 0.670% 485.2 2/27/2009 Young Broadcasting Inc. 150,000 4,000,000 0.487% 821.7 8/11/2006 Satelites Mexicanos 150,000 1,250,000 0.168% 742.5 11/7/2002 Redback Networks 150,000 -- 0.800% 499.4 8/28/2002 Leap Wireless International 200,000 na 0.650% 2,594.9 Mean 165,000 2,125,000 0.555% 4/16/2009 General Growth Properties 150,000 17,500,000 2 0.063% 27,959.2 Notes: 1 $87,500 for the first four months, $125,000 for the subsequent four months, and $175,000 per month thereafter 2 Greater of $17.5mm and 0.33% of the amount by which Common Equity Security recovery exceeds $1.0bn

Company Other Fees

Prostar Limited  DIP Financing fee: $750,000 for any DIP Financing in excess of $25,000,000 raised by UBS from lenders other than existing lenders  Sale Transaction Fee: payable promptly at the closing of a Sale Transaction, to be determined as follows: (i) in connection with a Sale Transaction involving Protostar I Ltd: (x) 1.25% of Transaction Value for amounts up to $75,000,000; (y) An additional 1.5% of Transaction Value for amounts in excess of $75,000,000 up to and including $150,000,000; and (z) an additional 5.0% of Transaction Value for amounts in excess of $150,000,000; (ii) in connection with a Sale Transaction involving Proto star II Ltd. a Sale Transaction Fee of $2,000,000

Young  New Investment Fee: If the Company consummates a New Investment, a fee equal to the fee percentage below depending on the form of the investment (Equity 5.75% Broadcasting and Mezzanine or Debt 3.00%)

Satelites  Sale Transaction Fee: 0.60% of the Transaction Value Mexicanos

Redback  Opinion Fee: In respect of each Opinion equal to $500,000, if Company requests of UBS Networks  M&A / Private Financing Fee: If Company consummates a Private Financing or an M&A Transaction whether a fee equal to 0.20% of the aggregate principal amount of the Outstanding Obligations as of the date of November 7, 2002

Leap Wireless  For the restructuring transaction fee, 0.65% is on the drawn amount of the Vendor Debt, the principal amount of the Senior Notes and the accreted value of the Senior International Discount Notes restructured. If the Restructuring Transaction involves only the Vendor Debt, then the Restructuring Transaction Fee shall be $3.0 million  Retainer Fee: $400,000  Financing Fee: Dependent on the form (Qualcomm Transaction 1.00%, Senior Secured Debt 2.00%, Unsecured Debt 3.00%, Private Equity 5.00%)

Fee Run: M&A Transactions

Disclosed Fees for Target Advisors in M&A Transactions Over $25bn Since 01/01/2005 US Targets Only, Sorted by Fee (%) Ranking Target Fee Information 1 Date Value Target 2 Announced Target Acquiror ($mm) Fees % of Rank Transactions with Multiple Advisors ³ 5/20/2007 Alltel Corp Atlantis Holdings LLC 27,262 75.0 0.275% 7/3/2007 Hilton Hotels Corp Blackstone Group LP 26,702 48.0 0.180% 11/1/2006 Caremark Rx Inc CVS Corp 25,093 40.0 0.159% 7/8/2001 AT&T Broadband & Internet Svcs Comcast Corp 64,480 89.0 0.138% 1/10/2000 Time Warner America Online Inc 35,948 46.5 0.129% 7/24/2006 HCA Inc Hercules Acquisition Corp 32,147 41.4 0.129% 2/25/2006 Suez SA Gaz de France SA 45,704 55.3 0.121% 6/11/2008 Anheuser-Busch Cos Inc InBev NV 60,408 72.0 0.119% 2/26/2007 TXU Corp TXU Corp SPV 44,372 50.5 0.114% 1/28/2005 Gillette Co Procter & Gamble Co 57,227 60.0 0.105% 3/5/2006 BellSouth Corp AT&T Inc 89,432 70.0 0.078% 5/29/2006 Kinder Morgan Inc Knight Holdco LLC 27,490 20.0 0.073%

Transactions with Single Advisor 4/16/2007 SLM Corp Investor Group 25,537 50.6 0.198% 11/16/2006 Clear Channel Commun Inc BT Triple Crown Co Inc 25,893 49.0 0.189% 4/2/2007 First Data Corp Kohlberg Kravis Roberts & Co 27,032 45.0 0.166% 10/2/2006 Harrah's Entertainment Inc Investor Group 27,389 40.0 0.146% 6/30/2005 MBNA Corp Bank of America Corp 35,810 37.8 0.106% 11/19/2006 Equity Office Properties Trust Blackstone Group LP 37,712 30.0 0.080% 5/7/2006 Golden West Financial Corp,CA Wachovia Corp,Charlotte,NC 25,501 18.0 0.071% 9/14/2008 Merrill Lynch & Co Inc Bank of America Corp 48,766 25.0 0.051%

Mean 48.2 0.131% High 89.0 0.275% Low 18.0 0.051%

Assumes Current GGP Ranking UBS Share Price of ⁴ Value ⁵ Completion General Growth Properties Inc ($) ($mm) Fee ⁶ % of Rank 11.00 30,730 17.5 0.057%

Source: SDC Platinum, SEC Filings, MergerMetrics Notes: 1 Ranking value is per SDC Platinum (approximates enterprise value) 2 Target fee information as disclosed in SEC filings; excludes advisors and advisor fees where only role was to provide fairness opinion 3 All transactions shown under “Multiple Advisors” include 2 financial advisors, other than Alltel Corp / Atlantis Holdings LLC where 3 advisors were retained. Includes total fees paid to all target advisors 4 Price as of 1/20/10 5 Assuming existing capital structure. Ranking Value calculated as equity value plus pro-rata debt and preferred securities, less cash; based on 9/30/2009 10-Q and Supplemental 6 Assumes sale of company at current share price of $11.00 per share

1 Fee Run: Equity Follow-on Offerings

Disclosed Fees in Follow-on Offerings of $1bn - $5bn Since 01/01/2007 US Issuers Only, Excludes Self-led Transactions, Sorted by Gross Spread (%) Pricing Proceeds ¹ Gross Spread Date Issuer ($mm) (%) ($mm) 3/6/08 Ambac Financial Group Inc 1,155 5.12 59.1 4/21/08 CIT Group Inc 1,001 5.00 50.1 5/13/09 MGM Mirage Inc 1,001 4.25 42.5 4/8/09 ProLogis 1,003 4.00 40.1 11/10/08 Las Vegas Sands Corp 1,000 4.00 40.0 5/20/09 Regions Financial Corp 1,600 3.75 60.0 7/9/08 Chesapeake Energy Corp 1,431 3.75 53.7 5/21/07 Spirit Aerosystems Holdings Inc 1,056 3.75 39.6 2/7/08 MBIA Inc 1,000 3.75 37.5 6/12/07 Hertz Global Holdings Inc 1,001 3.51 35.1 5/11/09 Principal Financial Group Inc 1,000 3.50 35.0 5/6/09 Dow Chemical Co 1,957 3.38 66.1 6/1/09 SunTrust Banks 1,404 3.25 45.6 7/23/08 XTO Energy Inc 1,248 3.25 40.6 2/14/08 XTO Energy Inc 1,100 3.25 35.8 5/7/09 Inc 1,000 3.25 32.5 6/2/09 Prudential Financial Inc 1,250 3.19 39.9 1/28/09 Newmont Mining Corp 1,110 3.16 35.1 6/3/08 State Street Corp 2,500 3.00 75.0 5/18/09 State Street Corp 2,000 3.00 60.0 7/29/08 XL Capital Ltd 2,000 3.00 60.0 12/27/07 Sallie Mae 2,000 3.00 60.0 5/22/08 Nucor Corp 1,850 3.00 55.5 5/12/09 BB&T Corp 1,500 3.00 45.0 4/1/09 American Electric Power Co Inc - AEP 1,470 3.00 44.1 4/22/08 Eaton Corp 1,470 3.00 44.1 5/12/09 Ford Motor Co 1,425 3.00 42.8 5/12/08 Sovereign Bancorp Inc 1,250 3.00 37.5 5/11/09 Bank of New York Mellon Corp 1,208 3.00 36.2 6/12/08 KeyCorp 1,000 3.00 30.0

Source: Dealogic, SEC Filings Note: 1 Proceeds displayed exclude exercise of over-allotment option

2 Fee Run: Equity Follow-on Offerings

Disclosed Fees in Follow-on Offerings of $1bn - $5bn Since 01/01/2007 US Issuers Only, Excludes Self-led Transactions, Sorted by Gross Spread (%)

Pricing Proceeds ¹ Gross Spread Date Issuer ($mm) (%) ($mm) 6/4/09 Express Scripts Inc 1,403 2.75 38.6 5/11/09 US Bancorp 2,502 2.65 66.3 10/8/08 MetLife Inc 1,988 2.60 51.7 4/14/08 Wachovia Corp 3,500 2.50 87.5 3/22/07 Freeport-McMoRan Copper & Gold Inc 2,511 2.50 62.8 5/8/08 Fannie Mae 2,255 2.50 56.4 8/9/07 Schering-Plough Corp 1,375 2.50 34.4 11/12/08 Ecolab Inc 1,701 1.75 29.8 6/28/07 Crown Castle International Corp 1,304 1.48 19.3

39 US FOs Since 01/01/2007 Mean 1,526 3.19 46.8 High 3,500 5.12 87.5 Low 1,000 1.48 19.3

Assumes Current GGP Illustrative Share Price of ² Equity Raise Completion Fee General Growth Properties Inc ($) Proceeds ($mm) % of Proceeds UBS ($mm) 11.00 500 3.50 17.5 1,000 1.75 17.5 1,500 1.17 17.5 2,000 0.88 17.5

Source: Dealogic, SEC Filings Notes: 1 Proceeds displayed exclude exercise of over-allotment option 2 Price as of 1/20/10

3 Fee Run: Initial Public Offerings of Equity

Disclosed Fees in IPOs of $1bn - $5bn Since 01/01/2005 US Issuers Only, Sorted by Gross Spread (%)

Pricing Proceeds ¹ Gross Spread Date Issuer ($mm) (%) ($mm) 11/13/07 Och-Ziff Capital Management Group 1,152 5.50 63.4 10/23/06 Douglas Emmett Inc 1,386 5.13 71.1 11/20/06 Spirit Aerosystems Holdings Inc 1,432 5.00 71.6 9/20/06 Warner Chilcott Ltd 1,059 4.75 50.3 4/18/07 MetroPCS Communications Inc 1,150 4.70 54.1 5/24/06 MasterCard Inc 2,399 4.65 111.6 2/10/05 Huntsman Corp 1,385 4.50 62.3 6/21/07 Blackstone 4,133 4.25 175.7 11/15/06 Hertz Global Holdings Inc 1,324 4.25 56.3 10/6/09 Verisk Analytics Inc 1,876 4.00 75.0 10/12/06 SAIC Inc 1,125 3.75 42.2 7/18/07 MF Global Ltd 2,921 3.00 87.6 4/22/08 American Water Works Co Inc 1,247 3.00 37.4 13 IPOs Since 01/01/2005 Mean 1,738 4.34 73.7 High 4,133 5.50 175.7 Low 1,059 3.00 37.4

Assumes Current GGP Illustrative Share Price of ² Equity Raise Completion Fee General Growth Properties Inc ($) Proceeds ($mm) % of Proceeds UBS ($mm) 11.00 500 3.50 17.5 1,000 1.75 17.5 1,500 1.17 17.5 2,000 0.88 17.5

Source: Dealogic, SEC Filings Notes: 1 Proceeds displayed exclude exercise of over-allotment option 2 Price as of 1/20/10

4

Schedule B

List of Entity Names for Debtors and Non- Baltimore Center, LLC Debtor Affiliates Bay City Mall Associates L.L.C. Acquisitions LLC Bay Shore Mall II L.L.C. Summerlin Corporation Bay Shore Mall Partners TRC Parking Business Trust Bay Shore Mall, Inc. 10 CCC Borrower, LLC , LLC 10 CCC Business Trust , LLC 10000 Covington Cross, LLC Holding, LLC 10000 West Charleston Boulevard LLC Beachwood Place Mall, LLC 10190 Covington Cross, LLC Beachwood Place, LLC (owned by Rouse 10450 West Charleston Boulevard, LLC Company of Ohio) 1120/1140 Town Center Drive, LLC Bellis Fair Partners 1160/1180 Town Center Drive, LLC Benson Park Business Trust 1201-1281 Town Center Drive, LLC Beverage Operations, Inc. (JV-Sub The 1251 Center Crossing, LLC Woodlands Operating Company, LP) 1450 Center Crossing Drive, LLC , LLC 1451 Center Crossing Drive, LLC Boise Mall, LLC 1551 Hillshire Drive, LLC Boise Town Square Anchor Acquisition, LLC 1635 Village Centre Circle, LLC Boise Towne Plaza L.L.C. 1645 Village Center Circle, LLC Boulevard Associates 170 Retail Associates, Ltd. Boulevard Mall I LLC 20 CCC Borrower, LLC - Boulevard Mall II LLC 20 CCC Business Trust Boulevard Mall, Inc. 30 CCC Borrower, LLC Bridgeland GP, LLC 30 CCC Business Trust Mall Development, LLC 40 CCC Borrower, LLC Bridgewater Commons Mall II, LLC 50 CCC Borrower, LLC Bridgewater Commons Mall, LLC 500 West Associates, LLC BTS Properties L.L.C. 500 West Capital, L.C. Burlington Town Center II LLC 60 CCC Borrower, LLC Cache Valley, LLC 9901-9921 Covington Cross, LLC Caledonian , Inc. 9950-9980 Covington Cross, LLC Cannery Chicago, LLC Abbey Acquisition LLC (JV) L.L.C. ACB Parking Business Trust Capital Mall, Inc. Alameda Mall Associates Carolina Place L.L.C. Alameda Mall L.L.C. CCC Association Borrower, LLC L.L.C. CCC Exhibit Borrower, LLC Alderwood Mall Holding L.L.C. CCC Ridgely Borrower, LLC Allentowne Mall, LLC Center Pointe Plaza LLC , LLC Century Plaza L.L.C. , LLC Century Plaza, Inc. Center Parking, LLC Champaign Market Place L.L.C. Anchor Acquisition, LLC Chapel Hills Mall L.L.C. Augusta Mall Anchor Holding, LLC Chattanooga Mall, Inc. Augusta Mall Holding, LLC Chesapeake Investors, LLC Augusta Mall, LLC Chico Mall L.L.C. Austin Mall Limited Partnership Chico Mall, L.P. Austin Mall, LLC Christiana Acquisition LLC Bakersfield Mall LLC Christiana Holdings I LLC Bakersfield Mall, Inc. LLC Baltimore Center Associates Limited Partnership , LLC Baltimore Center Garage Limited Partnership Clackamas Mall L.L.C. CM Theatre Business Trust Fairwood-Prospect Front-Foot Benefit Company, CMA Access Company, LLC LLC CM-H Business Trust Fairwood-Three Front-Foot Benefit Company, CMI Corporate Parking Business Trust LLC CM-N Business Trust Fallbrook Square Partners L.L.C. , LLC Fallbrook Square Partners Limited Partnership Collin Creek Anchor Acquisition, LLC Fallen Timbers Shops II, LLC , LLC Fallen Timbers Shops, LLC L.L.C. Faneuil Hall Beverage, LLC Columbia Crossing, LLC Faneuil Hall Marketplace, LLC Columbia Land Holdings, Inc. Anchor Acquisition, LLC Business Trust Fashion Place, LLC Columbia Mall L.L.C. LLC Columbia Mall SPE, LLC Fifty Columbia Corporate Center, LLC Columbia Mall, Inc. , LLC Columbia Management, Inc. L.L.C. , LLC Forty Columbia Corporate Center, LLC Holding L.L.C. Four OM SPE, LLC Coronado Center L.L.C. Four OM, LLC Corporate Housing Partnership Four Owings Mills Corporate Center Land , LLC Limited Partnership Country Hills Plaza, LLC Four State Facility Corporation (JV) CPM Land L.L.C. Four State Properties, LLC Crocker Downtown Development Associates Fox River Shopping Center, LLC Crocker III, Ltd. Company, LLC Crocker Mizner Park IV, Ltd. Franklin Park Mall, LLC Cross Keys Village Square Condominium, Inc. Fremont Plaza L.L.C. Cumberland Mall, LLC Gateway Crossing L.L.C. Cypress LA, LLC Gateway Overlook Borrower, LLC DayJay Associates Gateway Overlook Business Trust , LLC Gateway Overlook II Borrower, LLC DK Burlington Town Center LLC Gateway Overlook II Business Trust Eagle Ridge Mall, Inc. GEAPE Land Holdings II, Inc. Eagle Ridge Mall, L.P. General Growth - Westlake (GP), Inc. East Mesa Land L.L.C. General Growth - Westlake, L.P. East Mesa Mall L.L.C. General Growth 170 (GP), LLC Shopping Center L.L.C. General Growth 170, LP Eden Prairie Anchor Building L.L.C. General Growth Management, Inc. Eden Prairie Mall L.L.C. General Growth Properties, Inc. Eden Prairie Mall, Inc. GG DR, L.L.C. Elk Grove Town Center L.L.C. GGP 110 Holding L.L.C. Elk Grove Town Center, L.P. GGP 110 L.L.C. Emerson Land Business Trust GGP 110, Inc. Emerson Land, LLC GGP 125, LLC ER Land Acquisition L.L.C. GGP 168th Street LLC Fairwood Commercial Front Foot Benefit GGP Acquisition, L.L.C. Company, LLC GGP Ala Moana Holdings L.L.C. Fairwood Front Foot Benefit Company, LLC GGP Ala Moana L.L.C. Fairwood-Four Front-Foot Benefit Company, GGP American Holdings Inc. LLC GGP American Properties Inc. Fairwood-GPP Front-Foot Benefit Company, GGP Brazil I L.L.C. LLC GGP Brazil II L.L.C. Fairwood-Promise Front-Foot Benefit Company, GGP Capital Trust I LLC GGP Contractor, Inc.

2 GGP Development, LLC GGP- Mall Land L.L.C. GGP General II, Inc. GGP- II, L.P. GGP Genesis Costa Rica, LLC GGP-Mall of Louisiana, Inc. GGP Holding II, Inc. GGP-Mall of Louisiana, L.P. GGP Holding Services, Inc. GGP-Mint Hill L.L.C. GGP Holding, Inc. GGP-Moreno Valley, Inc. GGP International, LLC GGP-Natick Services, Inc. (JV-Sub, GGP Ivanhoe II, Inc. GGP/Homart II L.L.C.) GGP Ivanhoe IV Services, Inc. GGP-Natick Trust GGP Ivanhoe Services, Inc. (JV-Sub, GGP GGP-Natick West L.L.C. Ivanhoe, Inc.) GGP-Neshaminy Trust GGP Ivanhoe, Inc. GGP-, LLC GGP Jordan Creek L.L.C. GGP-NewPark L.L.C. GGP Kapiolani Development L.L.C. GGP-NewPark, Inc. GGP Knollwood Mall, LP GGP-North Point Land L.L.C. GGP Limited Partnership GGP-North Point, Inc. GGP L.L.C. GGP-Northbrook, Inc. GGP Natick Residence LLC GGP-Otay Ranch L.L.C. GGP Savannah L.L.C. GGP-Otay Ranch, L.P. GGP Turkey Investco, LLC GGP- Mall, LLC GGP Turkey Management, LLC GGP-Pecanland II, L.P. GGP Ventures Brazil Holding L.L.C. GGP-Pecanland, Inc. GGP Ventures Costa Rica, L.L.C. GGP-Pecanland, L.P. GGP Village at Jordan Creek L.L.C. GGP-Pembroke Lakes II, Inc. GGP/Homart II L.L.C. GGP-Pembroke Lakes, Inc. GGP/Homart Services, Inc. GGP-Redlands Mall L.L.C. GGP/Homart, Inc. GGP-Redlands Mall, L.P. GGP-Arrowhead, Inc. (JV Parent) GGP-Rogers Retail L.L.C. GGP-Bay City One, Inc. GGP-South Shore Partners, Inc. GGP-Brass Mill, Inc. GGP-Steeplegate, Inc. GGP-Bridgeland, LP GGP-TRS L.L.C. GGP-Buckland Hills One, Inc. GGP-TRS Services, Inc. GGP-Burlington L.L.C. GGP-Tucson Land L.L.C. GGP-Canal Shoppes L.L.C. GGP- L.L.C. GGP-Carolina Place, Inc. GGP-Tyler Mall L.L.C. GGP-Columbiana Trust GGP-UC L.L.C. GGP-Echelon Place, LLC Glendale Anchor Acquisition, LLC (JV-Sub, GGP-Foothills L.L.C. GGP/Homart II L.L.C.) GGP-Four Seasons L.L.C. Glendale Holding, Inc. GGP-Gateway Mall L.L.C. Glendale Holding, L.L.C. GGP-Gateway Mall, Inc. Glendale I Mall Associates, LLC GGP-Glenbrook Holding L.L.C. Glendale II Mall Associates, LLC GGP-Glenbrook L.L.C. Glendale Ohrbach's Associates, LLC GGP-Glendale, Inc. Governor's Square Mall, LLC (f/k/a Tallahassee GGP-Grandville II L.L.C. Associates) GGP-Grandville L.L.C. Grand Canal Shops II, LLC GGP-Grandville Land L.L.C. Holding, Inc GGP-La Place, Inc. Grand Traverse Mall Partners, LP GGP-Lakeview Square, Inc. Grandville Mall II, Inc. GGP-, Inc. Grandville Mall, Inc. GGPLP L.L.C. Greengate Mall, Inc. GGP-Macon, LLC L.L.C. GGP-Maine Mall Holding L.L.C. Greenwood Mall Land, LLC GGP-Maine Mall L.L.C. Greenwood Mall, Inc.

3 Harbor Place Associates Limited Partnership Land Trust No. FHB-TRES 200601 Borrower, LLC Land Trust No. FHB-TRES 200602 Harborplace Management Company, LLC Landmark Mall L.L.C. Harborp lace, Inc. Lansing Mall Limited Partnership Harper's Choice Business Trust Learning Mall L.L.C., The Head Acquisition, LP , LLC Hex Holding, LLC Lockport L.L.C. Hexalon Real Estate, Inc. Lot 48 Business Trust HHP Government Services, Limited Partnership Lot 49 Business Trust Hickory Ridge Village Center, Inc. LP Rouse-Houston, LLC Joint Venture, The LRVC Business Trust Highland Mall Limited Partnership Lynnhaven Holding L.L.C. HMF Properties, LLC L.L.C. Ho Retail Properties I Limited Partnership Maguire Partners- Playa Vista Area C (JV) Ho Retail Properties II Limited Partnership Maguire Partners-Playa Vista (JV) Hocker Oxmoor Partners, LLC Majestic Partners-Provo, LLC Hocker Oxmoor, LLC Mall Entrances Business Trust Hoover Mall Holding, L.L.C. Mall in Columbia Business Trust, The Hoover Mall Limited, L.L.C. Mall in Columbia Holding II L.L.C., The Hoover Mall Services, L.L.C. Mall in Columbia Holding L.L.C., The Howard Hughes Canyon Pointe Q4, LLC Mall of Louisiana Holding, Inc. Howard Hughes Centerpoint, LLC Mall of Louisiana Land Holding, LLC Howard Hughes Properties IV, LLC Mall of Louisiana Land, LP Howard Hughes Properties V, LLC Mall of the Bluffs, LLC Howard Hughes Properties, Inc.** Mall St. Matthews Company, LLC Howard Hughes Properties, Limited Partnership Mall St. Vincent, Inc. HRD Parking Deck Business Trust Mall St. Vincent, L.P. HRD Parking, Inc MallFinder Network LLC HRD Remainder, Inc. , LLC H-Tex, Incorporated Merrick Park Holding, LLC Hughes Properties, Inc. Merrick Park LLC , LLC Merrick Park Parking LLC Hunt Valley Title Holding Company, LLC Merriweather Post Business Trust L.L.C. Mizner Park Holdings I, LLC Kalamazoo Mall, Inc. Mizner Park Holdings II, LLC Kapiolani Condominium Development, LLC Mizner Park Holdings III, LLC Kapiolani Retail, LLC Mizner Park Holdings IV, LLC Kenwood Mall Holding, LLC Mizner Park Holdings V, LLC . Kenwood Mall L.L.C. Mizner Park Venture, LLC Knollwood Mall, Inc. Mondawmin Borrower, LLC La Cantera Holding GP, LLC Mondawmin Business Trust La Cantera Holding, LP Montclair Plaza L.L.C. La Cantera Retail Limited Partnership MSAB Holdings LL.C. La Cantera Specialty Retail, LP MSAB Holdings, Inc. La Place Shopping, L.P. MSM Property L.L.C. Lake Meade & Buffalo Partnership , LLC Lakefront North Parking, Inc. Natick Retail, LLC , LLC Joint Venture Limited Holding, LLC Partnership Lakeside Mall Property, LLC New Orleans Riverwalk Associates Lakeview Square Limited Partnership New Orleans Riverwalk Limited Partnership Lancaster Trust New River Associates Land Trust No. 89433 Newgate Mall Land Acquisition, LLC Land Trust No. 89434 Newpark Anchor Acquisition, LLC

4 NewPark Mall L.L.C. PDC Community Centers L.L.C. , LLC PDC- L.L.C. North Star Anchor Acquisition, LLC PDC- L.L.C. , LLC LL.C. North Town Mall, LLC Pecanland Anchor Acquisition, LLC I L.L.C. Ltd Northbrook Court II L.L.C. Facilities, LLC Northbrook Court L.L.C. Perimeter Mall Venture, LLC L.L.C. Perimeter Mall, LLC Northwest Associates Phase II Mall Subsidiary, LLC NSMJV, LLC Piedmont Mall, L.L.C. O.M. Land Development, LLC , LLC Oak Brook Urban Venture, L.P. Pine Ridge Mall L.L.C. L.L.C. Pines Mall Partners Oakbrook Facilities Corporation (JV-sister, Pinnacle Hills, LLC Oakbrook Urban Venture, LP) Pinnacle South, LLC Oakbrook Shopping Center, LLC Pioneer Office Limited Partnership Oakland Ridge Industrial Development Limited Partnership Corporation Plaza 800 L.L.C. Oaks Mall, LLC Price Development Company, Limited Oakwood Hills Mall, LLC Partnership Oakwood Shopping Center Limited Partnership Price Development TRS, Inc. L.L.C. Price Financing Partnership, L.P. Mall L.L.C. Price GP L.L.C. Oklahoma Mall, Inc. Price-ASG L.L.C. OM Borrower, LLC Price-Boise Company, Ltd. One Owings Mills Corporate Center Associates Price-James Company Limited Partnership , Inc. One Owings Mills Corporate Center, LLC Princeton Land East, LLC One Willow Company, LLC Princeton Land, LLC Orem Plaza Center Street, LLC Holdings, LLC Owings Mills Limited Partnership Provo Mall Development Company, Ltd. Paramus Equities, LLC Provo Mall L.L.C. Paramus Park Shopping Center Limited , LLC Partnership R A Hotel, Inc. Paramus Park, LLC R A West, Inc. Parcel C Business Trust RA-CFH, LLC Parcel D Business Trust RASCAP Realty, Ltd. PARCIT-IIP Lancaster Venture Red Rock Investment, LLC Parcity L.L.C. Redlands Land Acquisition Company L.L.C. Parcity Trust Redlands Land Acquisition Company LP Park City Holding, Inc. Redlands Land Holding L.L.C. Park Mall L.L.C. , LLC Park Mall, Inc. Rio West L.L.C. Mall Holding LLC River Falls Mall, LLC Park Meadows Mall, LLC River Hills Land, LLC Park Square Limited Partnership , LLC Parke West, LLC Riverchase Anchor Acquisition, LLC Parks at Arlington, LLC Rivers Park ABC, LLC Parkside Limited Partnership Riverspark Associates Limited Partnership Parkview Office Building Limited Partnership Rogers Retail L.L.C. at Buckland Hills L.L.C. Rogue Holding L.L.C. PC Lancaster L.L.C. L.L.C. PC Lancaster Trust Rolim Associates (JV)

5 Ropro TRS, Inc. (JV-Sub, Head Acquisition, Inc.) Anchor Acquisition, LLC Rouse Commercial Properties, LLC Saint Louis Galleria Holding L.L.C. Rouse Company of Texas, LLC, The Saint Louis Galleria L.L.C. Rouse Company of Washington, LLC, The Saint Louis Land L.L.C. Rouse Company Protective Trust, Inc., The , LLC Rouse F.S., LLC Seaport Marketplace Theatre, LLC Rouse Holding Limited Partnership Seaport Marketplace, LLC Rouse Investing Company, LLC Seventy Columbia Corporate Center Limited Rouse LLC Partnership Rouse Oakbrook, LLC Seventy Columbia Corporate Center, LLC Rouse Office Management of Arizona, LLC Shoppes at River Crossing, LLC Rouse Providence LLC Sierra Vista Mall, LLC Rouse Ridgedale Holding, LLC , LLC Rouse Ridgedale, LLC Silver City Galleria L.L.C. Rouse SI Shopping Center, LLC , LLC Rouse Southland, LLC Sixty Columbia Corporate Center, LLC Rouse Transportation, LLC Sooner Fashion Mall L.L.C. Rouse Tr-Party Miscellaneous, LLC South Shore Partners, L.P. Rouse Tr-Party TRS, Inc. South Street Seaport Limited Partnership Rouse-Abbey, LLC L.L.C. Rouse-, LLC Southland Center Holding, LLC Rouse-Arizona Retail Center Limited Southland Center, LLC Partnership Southland Mall, Inc. Rouse-Bridgewater Commons, LLC Southland Mall, L.P. Rouse-Fairwood Development Corporation Southpoint Land, LLC Rouse-Fairwood Development Limited Southpoint Mall, LLC Partnership Southwest Denver Land L.L.C. Rouse-Highland, LLC L.L.C. Rouse-MerchantWired, Inc. Spokane Mall Development Company Limited Rouse-Mizner Park, LLC Partnership Rouse-New Orleans, LLC Spokane Mall L.L.C. Rouse-Oakwood Shopping Center, LLC L.L.C. Rouse-Orlando, LLC St. CLOud Land L.L.C. Rouse-Phoenix Cinema, LLC St. CLOud Mall Holding L.L.C. Rouse-Phoenix Corporate Center Limited St. CLOud Mall L.L.C. Partnership Stone Lake LLC Rouse-Phoenix Development Company, LLC Stonebriar Mall, LLC Rouse-Phoenix Hotel Corporation Stonestown Shopping Center Holding L.L.C. Rouse-Phoenix Hotel Parking, Inc. Stonestown Shopping Center L.L.C. Rouse-Phoenix Master Limited Partnership Stonestown Shopping Center, L.P. Rouse-Phoenix Theatre Limited Partnership Summa Corporation Rouse-Portland, LLC Summerlin Centre, LLC Rouse-, LLC Summerlin Hospital Medical Center, LP Rouse- LLC Superstition Springs Holding, LLC Rouse-TTC Funding, LLC Superstition Springs, Inc. Rouse-Urban Acquisition, LLC Terrapin Acquisition, LLC Rouse-Urban, LLC THC-HRE, LLC Rouse-West Dade, Inc. The Burlington Town Center LLC Rouse-Westlake Limited Partnership The Crossroads Mall Land L.L.C. Rouse-Westlake Limited Partnership II The Crossroads Mall Land, Inc. Rouse-Wincopin, LLC The Howard Hughes Corporation RS Properties Inc. The Howard Research And Development Running Brook Borrower, LLC Corporation Running Brook Business Trust The Hughes Corporation

6 at Owings Mills, LLC Tyler Mall Limited Partnership The Rouse Company BT, LLC L.L.C. The Rouse Company LP U.K.-American Properties, Inc. The Rouse Company of , LLC U.K.-LaSalle, LLC The Rouse Company of , LLC UC Oakbrook Genpar LLC The Rouse Company of Louisiana, LLC Urban Shopping Centers, LP The Rouse Company of , LLC L.L.C. The Rouse Company of , LLC Valley Hills Mall, Inc. The Rouse Company of Ohio, LLC Anchor Acquisition, LLC The Rouse Company Operating Partnership LP VCK Business Trust The , LLC Victoria Ward Center L.L.C. Associates, LLC Victoria Ward Entertainment Center, L.L.C. Three OM SPE, LLC Victoria Ward Services, Inc. — Three OM, LLC Victoria Ward, Limited Three Owings Mills Corporate Center Land L.L.C. Limited Partnership Visalia Mall, L.P. L.L.C. Vista Commons, LLC Three Willow Company, LLC Vista Ridge Mall, LLC Town Center Development Company GP, LLC VW Condominium Development, LLC Town Center Development Company, LP Ward Gateway-Industrial-Village, LLC Town Center East Business Trust Ward Plaza-Warehouse, LLC Town Center East Parking Lot Business Trust Water Tower Joint Venture , LLC Water Tower LLC Towson TC, LLC WECCR General Partnership (JV-Sub, The Tracy Mall Partners I L.L.C. Woodlands Operating Company, LP) Tracy Mall Partners II, L.P. WECCR, Inc. (JV-Sub, The Woodlands Tracy Mall Partners, L.P. Operating Company, LP) Tracy Mall, Inc. Weeping Willow RNA, LLC Trails Village Center Co. West Kendall Holdings, LLC TRC Co-Issuer, Inc. West Oaks Anchor Acquisition, LLC TRC Willow, LLC West Oaks Mall Trust Triangle Business Center I Limited Partnership Westcoast Estates Tr-Party Miscellaneous, LLC Associates LP Tr-Party Non-856 Assets, LLC Westlake Retail Associates, Ltd. TTC Member, LLC L.L.C. TTC SPE, LLC Westwood Mall, LLC Tucson Anchor Acquisition, LLC White Marsh General Partnership TV Investment, LLC Associates TWC Commercial Properties, LLC White Marsh Mall LLC TWC Commercial Properties, LP White Marsh Phase II Associates TWC Land Development, LLC , LLC TWC Land Development, LP Willow SPE, LLC TWC Operating, LLC Willowbrook II, LLC TWC Operating, LP Willowbrook Mall (TX), LLC TWCPC Holdings GP, LLC (JV-Sub, TWCPC Willowbrook Mall Anchor Acquisition (TX), Holdings, LP) LLC TWCPC Holdings, L.P. (JV) Willowbrook Mall, LLC TWLDC Holdings GP, LLC Wincopin Restaurant Business Trust TWLDC Holdings, LP Property, LLC Two Arizona Center, LLC Woodlands Acquisition, LLC (JV-Sub, TWLCD Two Owings Mills Corporate Center Associates Holdings, L.P.) Limited Partnership Woodlands Beverage, Inc., The (JV-Sub, The Two Owings Mills Corporate Center, LLC Woodlands Operating Company, LP) Two Willow Company, LLC

7 Woodlands Brokerage, LLC, The (JV-Sub, The Shopping Iguatemi Salvador Woodlands Operating Company, LP) Espark Woodlands Commercial Brokerage Co., LP, The CarrefourSA Maltepe Park (JV-Sub, The Woodlands Operating Migros — Center Beylikdüzü Company, LP) Migros — Center Natalia Woodlands Commercial Properties Company, MetroCity LP, The Town Center Woodlands Corporation, The (JV-Sub, The ANKAmall Woodlands Operating Company, LP) Aeroclube Plaza Show Woodlands Custom Residential Sales, LLC, The Shopping Leblon (JV-Sub, TWLCD Holdings, L.P.) Moinhas Shopping Woodlands Custom Sales, LP, The (JV-Sub, Passeio Shopping TWLCD Holdings, L.P.) Shopping Iguatemi Campina Grande Woodlands Land Development Co., LP, The Shopping Iguatemi Feira de Santana (JV-Sub, TWLDC Holdings, L.P.) Jequitiba Plaza Shopping Woodlands Office Equities-95, Ltd. (P1-Sub, Shopping Grand Rio TWCPC Holdings LP) Floripa Shopping Woodlands Operating Company, L.P., The (JV) 10000 W. Charleston Blvd (Howard Hughes WV SUB, LLC Plaza) Albarpa Participacoes Ltda. 10450 West Charleston Blvd (Corporate Pointe 1) Aliansce Shopping Centers S.A. Abbey Note CURA/GGP Investment Corporation S.a.r.l. Frascatti Investimentos Imobiliarios Ltda. Alameda Mall General Growth Management, Inc. Alameda Plaza GGP Brasil Participacoes S.A. Alderwood Mall GGP Brazil I L.L.C. Allentowne Mall GGP Brazil II L.L.C. Altamonte Mall GGP Lux Co. S.a.r.l. American City Building GGP Turkey Investco, LLC Anaheim Crossing GGP Turkey Management, LLC , & Plaza, Nacional Iguatemi Admininistracao Ltda. Nacional Iguatemi Bahia Administracao e Apache Mall Participacoes Ltda. Arizona Center Yangon Participacoes Ltda. Four State JV Holdco, LLC Augusta Mall Mizner JV Holdco, LLC Austin Bluffs Plaza Northwest JV Holdco, LLC Bailey Hills Village TRS JV Holdco, LLC Baskin Robbins Ivanhoe JV Holdco, LLC Bay City Mall Hoover JV Holdco, LLC Bay Shore Mall HHPLP JV Holdco I, LLC Baybrook Mall HHPLP JV Holdco II, LLC Bayside Marketplace Price-James JV Holdco, LLC Beachwood Place American City Building Corporation Bellis Fair Gateway Overlook III Business Trust Birchwood Mall Boise Plaza List of Property Names for Debtors and Non- Boise Towne Plaza Debtor Affiliates Shopping Via Parque Boise Towne Square Anchor Acquisition Taboao Shopping Brass Mill Boulevard Shopping Bridgeland MP Community Caxias Shopping Bridgelands Santana Parque Shopping Bridgewater Commons Bangu Shopping Burlington Town Center

8 & Marketplace Eden Prairie Anchor Acquisition Canyon Point Village Center Eden Prairie Center Canyons Center (1160/1180 Town Center Drive) Elk Grove Promenade Canyons Center, Trails Village Center Emerson Land (Emerson MPC) Capital Mall Fairwood Master / Carolina Place Fairwood MPC Center Pointe Plaza Center Pointe Plaza & Center Pointe Village Faneuil Hall Center Fashion Place Century Plaza Fashion Show Mall Chapel Hills Mall Fashion Show Mall, Corporate Pointe, Howard Chico Mall Hughes Plaza, The Crossing Business Center, Christiana Mall Mall & Canyons Center Chula Vista Center First Colony Mall Clackamas Mall Florence Mall Coastland Center Fort Union Collin Creek Four Owings Mills Corporate Center Collin Creek Anchor Acquisition Colony Square Mall Four State Joint Venture Columbia Bank Drive Thru Columbia Center - CA. Building Fremont Plaza Columbia Center - Exhibit Bldg Future Landholder Columbia Corporate Center (Seventy) / Seventy Columbia Corporate Center Gallery at Harborplace Columbia Corporate Center Offices Gallery at Harborplace Parking Garage Columbia Corporate Center Parking Gateway Center Columbia Mall (MO) Gateway Crossing Columbia Regional Office Gateway Mall Columbiana Center Gateway Overlook Coral Ridge Mall Coronado Center Corporate Pointe #2 Governor's Square Corporate Pointe #3 Grand Teton Mall & Plaza Corporate Pointe North & West Windsor Town Grand Traverse Mall Center Greenwood Mall Corporate Pointe North (West Windsor Town Halsey Crossing Center) Harborplace Costa Rica Land Trusts Harborplace, Pioneer Place, Greengate Mall, The Cottonwood Mall Crossing Business Center, Woodbridge Cottonwood Square Center Country Hills Plaza Highland Mall Crossroads Center Hillshire Property Crossroads Center Land HRD Parking Cumberland Mall HRD Parking Two Deerbrook Mall Benson Ground Leases Division Crossing Hughes Summerlin Other Eagle Ridge Mall Hulen Mall East Mesa Mall & Village at Jordan Eastridge Mall Creek Eastridge Shopping Center Kendall Town Center ECE Turkish Joint Venture Kenwood Towne Center ECE/GGP Gayrimekul Insaat Yonetim Ve Knollwood Mall Gelistirme AS Lakeland Square Mall

9 Lakeside Mall Owings Mills Corporate Center Lakeview Square Mall Owings Mills Corporate Center 1 Landmark Mall Owings Mills Corporate Center 2 Lansing Mall Lincolnshire Commons Lockport Mall Paramus Park Lot 39 in Columbia Park City Lot C in Columbia Park Meadows Mall Lot D in Columbia Park Place Lynnhaven Mall Parke West Mall of Louisiana Mall of Louisiana Power Center Pecanland Mall Anchor Acquisition Mall of the Bluffs Pembroke Lakes Mall Mall St. Matthews Perimeter Mall Mall St. Vincent Piedmont Mall Market Place Pierre Bossier Mall Mayfair Mall and Offices Pine Ridge Mall Meadows Mall Pinnacle Hills Power Center Merriweather Post Pavillion Mizner Park Pioneer Place Combined (Mall) / Pioneer Place Mall Montclair Plaza Pioneer Place Combined (Office Tower) / Pioneer Place Office Tower Natick Collection Plaza 800 Natick Mall Plaza 800 Skippers Natick Mall, Glendale Galleria Plaza 9400 Natick Nouvelle Plaza 9400 Shops Neighborhood Stores Prince Kuhio Plaza Neshaminy Mall Providence Place Newgate Mall Provo Plaza NewPark Mall NewPark Mall Anchor Acquisition Provo Towne Centre, PTC Trailer Court North Plains Mall PTC Trailer Court Quail Springs Mall North Star Mall Red Cliffs Mall North Star Mall Anchor Red Cliffs Plaza North Wacker Redlands Mall Northbrook Court Redlands Promenade Northbrook Court, Stonebriar Ice Rink Regency Square Mall Northgate Mall Ridgedale Center Northridge Fashion Center Ridgley Building NorthTown Mall Rio West Mall Oak View Mall River Falls Mall River Hills Mall Oakbrook Center, Southpoint Mall River Pointe Plaza Oakland Ridge Industrial Park Oaks Mall Riverlands Shopping Center Riverside Plaza Oakwood Shopping Center Rivertown Crossings Oglethorpe Mall Riverwalk Marketplace Orem Plaza Center and State Street Rogue Valley Mall Otay Ranch Saint Louis Galleria Saint Louis Galleria Anchor Oviedo Marketplace Salem Center

10 Senate Plaza The Shoppes at Shoppes at Circle T Ranch The Shops at Fallen Timbers Shoppes at River Crossing The Woodlands Mall Shopping Centers in Brazil Three Owings Mills Corporate Center Shops at La Cantera Three Rivers Mall Sikes Senter Town East Mall Silver City Galleria Towson Town Center Silver Lake Mall Trails Village Center Sooner Fashion Mall Tucson Mall South Shore Mall Tucson Mall (4848 Parcel) South Street Seaport Twin Falls Crossing Southlake Mall Tysons Galleria Southland Center University Crossing Southland Mall Valley Hills Mall Southpoint Mall Southwest Plaza Victoria Ward Center & Plaza Victoria Ward Center (Ward Entertainment Spring Hill Mall Center) Victoria Ward Industrial Steeplegate Mall Village at Merrick Park Stone Lake Land Village of Cross Keys Visalia Mall Stonestown Center Vista Commons Summerlin Centre Vista Ridge Mall Summerlin Medical Center, Corporate Pointe Volo, IL Land North (West Windsor Town Center) Maui Ranch Property The Boulevard Mall Ward Center Warehouse The Bridges at Mint Hill The Cannery Water Tower The Crossing Business Center #6 West Kendall The Crossing Business Center #7 West Oaks Mall The Crossing Business Center (10000 Covington Cross) West Windsor Town Center The Crossing Business Center (10190 Covington Westlake Cross) Westlake Center The Crossing Business Center (1201-1281 Town Westroads Mall Center Drive) Whalers Village The Crossing Business Center (1635 Village Whalers Village Centre) White Marsh Mall The Crossing Business Center (1645 Village White Mountain Mall Center) Willowbrook Mall The Crossing Business Center (9901-9921 Willowbrook Mall (TX) Covington Cross) Woodbridge Center The Crossing Business Center (9950-9980 Woodlands MPC — Commercial Covington Cross) Woodlands MPC — Land The Crossroads Mall Woodlands MPC — Operating The at the Venetian Woodlands Village Yellowstone Square & Shop List of Trade Names and Aliases for Debtor /Westroads Mall Entities and Non-Debtor Affiliates — Up to 8 The Parks at Arlington years The Pines Mall Ala Moana Center The Shoppes at Buckland Hills Alderwood

11 Allen Towne Mall Holding, LLC Collin Creek, Inc. AllenTowne Mall, LP Colony Square Land L.L.C. Altamonte Mall Colony Square Mall Altamonte Mall Venture Columbia Mall Altamonte Springs Mall L.L.C. Columbia Mall Business Trust Anaheim Crossing Country Hills Plaza Animas Valley Mall Crossroads Center Apache Mall Deerbrook Anchor Acquisition, LLC Arizona Center Deerbrook Mall Arrowhead Towne Center Eagle Ridge Mall AU Management Company, LLC Eastridge Mall Augusta Mall Eastridge Mall Augusta Mall Partnership Eden Prairie Center Augusta Mall, LLC Fairwood-Endeavor Front-Foot Benefit Austin Mall, Inc. Company, LLC Bay City Mall Fallbrook Center Bay City Mall Associates Faneuil Hall Marketplace Bay Shore Mall Faneuil Hall Marketplace, Inc. Bay Shore Mall I, L.L.C. Fashion Place Baybrook Mall Fashion Show Expansion LLC Baybrook Mall, L.P. Fenway Retail Services, Inc. Bayside Center Limited Partnership First Colony Mall Bayside Marketplace Florence Mall BCI Holdings, Inc. Foothills Mall Beachwood Place Four Seasons Town Centre Beachwood Place GP SPE L.L.C. Fox River Mall . Beachwood Place Limited Partnership Fox River Plaza North L.L.C. Beachwood Place, Inc. Fox River Shopping Center L.L.P. Birchwood Mall Franklin Park Mall Limited Partnership Birchwood Mall Partners L.L.C. Franklin Park Mall, Inc. Boise Plaza Galleria at Tyler Boise Town Plaza Gateway Crossing Shopping Center Boise Town Square Gateway Mall & Commons Gateway Mall Partners Bridgewater Commons Gateway Overlook BTS Properties, L.C. General Growth Management of , Inc. Burlington Town Center General Growth Management of , Inc. C.V. Center, Inc. General Growth Willowbrook L.L.C. Cache Valley Mall GGMI Mallibu, Inc. Cache Valley Mall GGP Finance L.L.C. Cache Valley Marketplace GGP General I, Inc. Capital Mall GGP Holding II Services, Inc. Carolina Place GGP Ivanhoe III Services, Inc. Chapel Hills Mall GGP LH Holdings L.L.C. Chico Mall GGP Mezzanine One L.L.C. Christiana Anchor Acquisition, LLC GGP Title, Inc. Christiana Mall GGP/H Holding, Inc. Chula Vista Center GGP/Homart II Services, Inc. Circle-T Ranch GGP-Buckland Hills Two, Inc. Clackamas Town Center GGP-Concord Land Co., Inc. Coastland Center GGP-Cumberland Land L.L.C. Coastland Center, L.P. GGP-Deerbrook, L.P. Collin Creek GGP-Foothills Land L.L.C. Collin Creek Mall, LP GGP-Gateway Mall Partners

12 GGP-Lakeland, Inc. Majestic Holdings, LLC GGP-Lincolnshire L.L.C. Mall of the Bluffs Partners L.L.C. GGP-Neshaminy, Inc. Mall St. Matthews GGP-Newgate Mall, Inc. Mall St. Vincent GGP-Sikes Senter L.L.C. Market Place Shopping Center GGP-Sugar Land Mall, L.P. Mayfair Property Inc. GGP-Superstition Springs, Inc. Metro Plaza GGP-Willowbrook Land, L.P. Metro Plaza GGP-Willowbrook, L.P. Mizner Park Glenbrook Square Mizner Park Glendale Associates, Ltd. Mizner Park Glendale Galleria Mondawmin Mall Glendale Galleria Montclair Plaza Glendale Galleria Moreno Valley Mall Glendale II Associates Limited Partnership Natick Collection Glendale Orbach's Associates Natick West Governor's Square Neshaminy Mall Governor's Square, LLC New River Associates Grand Teton Mall New River Center, LLC Grand Traverse Mall Newgate Mall Grand Traverse Mall Partners NewPark Mall Greenwood Mall North Star Anchor Acquisition, LP Harborplace North Star Mall HCTSS L.L.C. Northbrook Court Highland Mall Northgate Mall HMF Properties Limited Partnership Northridge Fashion Center Howard Hughes Realty, Inc. Northtown Mall Howard Research And Development Holdings Northwest Ohio Mall L.L.C. Corporation, The NS Mall Property, LP Howard Retail Investment Company, LLC NSMJV, LP HRD Commercial Properties, Inc. O. M. Land Development, Inc. HRD Investment, Inc. Oak View Mall HRD Properties, Inc. Oakbrook Center HRE Flanc, Inc. Oakwood Hills Mall Partners L.L.P. HRE Perimeter, LLC Oglethorpe Mall Hulen Mall One Owings Mills Corporate Center Hulen Owner, LP One Owings Mills Corporate Center, Inc. Jordan Creek Town Center Otay Ranch Town Center JP Realty, Inc. Oviedo Marketplace Kendall Town Center Owings Mills Shopping Center Oxmoor Center Knollwood Company, L.P. Paramus Park Knollwood Mall Paramus Park, Inc. La Place Shopping Corp. Lakeland Square Park Meadows Mall Lakeside Mall Park West Lakeside Mall, LLC PDC Holding, LLC Lakeview Square Peachtree Mall Landmark Mall Pembroke Lakes Mall Landmark Mall, Inc. Perimeter Center, LLC Lansing Mall Perimeter Mall Lent Ranch, L.P. Perimeter Mall, Inc. Lockport Mall Piedmont Mall Lynnhaven Mall Pine Ridge Mall

13 Pines Mall Partners Seventy Columbia Corporate Center, Inc. Pinnacle Hills Sikes Senter Pinnacle Hills Promenade Sikes Senter, L.P. Pioneer Place Silver City Galleria Pioneer Tower Silver Lake Mall Planole Store, LP Sixty Columbia Corporate Center, Inc. Price GP Corp. Price NT L.L.C. South Shore Partners Price Spokane Limited Partnership South Street Seaport Prince Kuhio Plaza Southlake Mall Providence Place Southland Center Provo Towne Centre Southland Mall Quail Springs Mall Southwest Plaza Red Cliffs Mall Spokane Valley Plaza Regency Square Mall Spring Hill Mall Ridgedale Center St. Louis Galleria Ridgedale Joint Venture Stansfield-Laurel, Inc. River Falls Mall Staten Island Mall River Falls Mall Partners Steeplegate Mall River Hills Stonebriar Anchor Acquisition, LLC River Hills Mall, LLP Stonebriar Centre Riverchase Galleria Summerlin Center, LLC Rivertown Crossings Summerlin Medical Center, LP Rochester Mall LLC Tallahassee Associates Rogue Valley Mall The Boulevard Mall Rouse Columbus Square, LLC The Bridges at Mint Hill Rouse Commercial Properties, Inc. The Crossings at Staten Island Rouse Investing Company The Crossroads Rouse Investment Limited Partnership The Gallery at Harbor Place Rouse Property Management, Inc. The Grand Canal Shoppes at the Venetian Rouse Ridgedale, Inc. The Maine Mall Rouse SI Shopping Center, Inc. The Mall at Sierra Vista Rouse Southland, Inc. The Mall in Columbia Rouse-Brandywood, Inc. The Maui Onion Festival Rouse-Highland, Inc. The Oaks Mall Rouse-Houston GP, LLC The Parks at Arlington Rouse-Houston LP The Rouse Company Rouse-Houston LP, LLC The Rouse Company Business Trust Rouse-, LLC The Shoppes at Buckland Hills Rouse-Oakwood Shopping Center, Inc. The Shoppes at the Palazzo Rouse-Orlando, Inc. The Shops at Circle-T Ranch Rouse-Park Meadows Holding, LLC The Shops at Fallen Timbers Rouse-Park Meadows, LLC Rouse-Phoenix Cinema, Inc. The Shops at Summerlin Centre Rouse-Phoenix Development Corporation The Streets at Southpoint Rouse-Portland, Inc. The Village at Bridgewater Commons Rouse-Seattle, Inc. The Village at Redlands Rouse-Wincopin, Inc. The Village of Cross Keys RREF Hotel Holdings, Inc. The Village of Cross Keys, Incorporated Salem Center The Woodlands Development Company Salem Mall, Incorporated The Woodlands Mall Seaport Marketplace Theatre, Inc. The Woodlands Mall Associates, LP Seaport Marketplace, Inc. Three Willow Corporation Senate Plaza Town East Mall

14 Town East Mall, L.P. CPI-Highland Assoc. LP (50%) Towson Town Center Development Resources Wacker, LLC (1%) Tucson Mall Fourmall Acquisition, LLC (JP Morgan & Two Owings Mills Corporate Center NYSTERS) (65%) Two Owings Mills Corporate Center, Inc. Hunt Schwyhart Graham VI, LLC (50%) Two Willow Corporation Institutional Mall Investors, LLC (48.99%) Tysons Galleria Institutional Mall Investors, LLC (50%) U.K.-LaSalle, Inc. Ivanhoe Equities V LP (49%) University Crossing JCP Realty, Inc. (25%) Valley Hills Mall JCP Realty, Inc. (33.3%) Valley Plaza Mall JCP Realty, Inc. (33.3%) VCK Holdings, Inc. JCP Realty, Inc. (49%) Village of Merrick Park Jim Christensen (50%) Visalia Mall Jim Christensen (50%) Vista Ridge Joint Venture, L.P. JP Morgan (32.5%), Vista Ridge Mall Merrick Park Member, LLC (30%) Merrick Park Miscellaneous Income, LLC (30%) Ward Centers Mizner Mall Holdings, Inc. (32.5%) Ward Centers Mizner Office Holdings, Inc. (17.5%) Ward Centers Mizner Park Holdings, Inc. (50%) Washington Park Mall MS TWC JV (56.5%) MS TWC, Inc. (1%) West Oaks Mall MS/TWC Joint Venture (56.5%) West Valley Mall MS/TWC Joint Venture (56.5%) Westroads Mall MS TWC, Inc. (1%) Westwood Land L.L.C. New York State Common Retirement Fund Westwood Mall (50%) Westwood Mall Limited Partnership Non-related Entity (1%) Whalers Village Not listed on org. chart. Whalers Village Fine Shops & Restaurants NYSTERS (32.5%) Whalers Village Museum OTR (affiliate of Ohio State Teachers White Marsh Mall Retirement System) (50%) Willowbrook Mall Outside Limited Partners (26.7%) Willowbrook Mall Limited Partnership Perimeter Center Miscellaneous Income LLC (JP Woodbridge Center Morgan) (50%) Woodlands VTO 2000 Land GP, LLC Perimeter Mall Acquisition LLC (JP Morgan) Woodlands VTO 2000 Land, LP (50%) Riley, Inc. d/b/a Riley Omega, Inc (1%) Third Party Partners and Members of LLC, Simon (27.55%) Partnership and Joint Venture Debtor and Simon (29.4%) Non-Debtor Affiliates Westfield (43.29%) 835 Michigan LP (45%) Simon Property Group LP (29.4%) AIL Investment, L.P. (50%) SPG Tr-Party Inc. (29.4%) AIL Investment, L.P. (50%) Stichting Pension Funds ABP (50%) AON Risk Services, Inc. (35%) Teachers' Retirement System of the State of Il. AON Risk Services, Inc. (45%) (50%) Burnham Foundation (25%) Thomas James (25%) Caselmar, LP (1%) UHS Holding Company, Inc. (93.2%) Centerpoint Management, LLC (50%) USAA Real Estate Company (25%) CG Merrick, LLC (30%) USAA Real Estate Company (25%) CG Merrick, LLC (30%) WEA NY, Inc. (43.3%) Christiana Holdings II, LLC (50%) Westcor Realty Limited Partnership (33.3%), Class A & C Limited Partners (5.6%) Westcor Realty Limited Partnership (33.3%), CPI-Highland Assoc. LP (0.5%) Westcor Realty Limited Partnership (50%)

15 Westfield (54.23%) Grubb & Ellis Company Westfield Growth LP (43.29%) Wolff Olins LLC Wilson Galleria, LLC (50%) Stak Design, Inc. Wilson Macon, LLC (50%) North Texas Contracting, Inc Alexander L. Berman SBARRO Aloysio Meirelles de Miranda Veneta Bottega Inc. Carlos Alberto Vieira Walking Company, The CURA Beteiligungsgesellschaft Osterreich m.b.h. J. Jill Petite CURA Beteiligungsgesellschaft Polen m.b.h. Millard Mall Services, Inc. CURA Beteilingungsgesellschaft Turkei m.b.h. AKRF Inc Delcio Mendes Torti Gallas And Partners, Inc. ECE Europa Bau-und Projektmanagement Weis Builders, Inc. G.m.b.h. Otis & Ahearn, Inc ECE Middle East G.m.b.h. Callison Architecture, Inc. ECE Projektmanagement International G.m.b.h. Rack Room Shoes Ewerton Espinda Visco NOI Strategies GBP I Fundo De Investimento Em Participacoes Duany Plater-Zyberk & Company Luiz Henrique Fraga Bloom Manet Participacoes S.A. Johnson Controls Inc. MASU6 Participacoes S.A. Christopher & Banks, Inc Multiplan Empreendimentos Imobiliarios S.A. Southern Paving, Inc. Renato Feitosa Rique Turner Construction Company Baltimore Ravens, L P Consolidated List of 100 Largest Unsecured Constructionsouth, Inc Creditors — Includes holders of claims for Perkowitz + Ruth Architects, Inc. borrowed money or similar indebtedness Scottsdale Jean Company (actual, contingent, liquidated or ABMB Engineers, Inc. unliquidated), including claims on account of Robertson Wood Advertising guarantees and legal judgments Clubcorp USA Inc Eurohypo AG, New York Branch X Schlack, Ito & Lockwood Piper & Elkind LaSalle Bank National Association Engineers Surveyors Hawaii, Inc. Wilmington Trust Panacea Services LLP The Bank of New York Mellon Trust Company, Ambius Inc. (19) N.A. (As Successor Trustee to J.P.Morgan Ampco System Parking Trust Company) Deb Pepco Energy Services, Inc Red Robin Gourmet Burgers Sephora McCormick & Schmick's Restaurant Grp-Ach Borders Books & Music Hawaii Care & Cleaning, Inc. Aurora Health Care Juicy Couture Microsoft Licensing, GP Andrews International Security Mandalay Bay Resort & Casino Anbe Aruga & Ishizu Architects Lerner New York, Inc Watanabe Ing LLP SB Architects Schnackel Engineers, Inc. Guess? Inc. Professional Service Industries, Inc Kramer Levin Naftalis & Frankel, LLP Mclaughlin Erectors, Inc. Venetian Casino & Resort, LLC Coffee Pod & Simple Foods Macy's Land Design IPC International Corporation Oahu Waste Services, Inc. Wood Rodgers Inc Standard Parking Allied Barton Security Services Holmestead Properties ABM Janitorial Svcs Neast, Inc. Ledcor Industries Inc Carter & Burgess, Inc. Iem, Inc (Internat'l Environmental Mgmt) Sharples Holden Pasquarelli Corporate Realty Leasing Co. Valor Security Services Pumpkin Patch

16 Global Strategy Group Avery Street CLO Ltd. Brown, Winfield & Canzoneri, Inc. Ballyrock CLO II Limited Trade Secret Banc of America Securities LLC Spencer's Bank of America, N.A. Things Remembered Bank of America, TX LVI Environmental of Nevada, Inc. Bank of Hawaii Mall Tenant Interiors, Inc. Bank of The West Modular Space Corporation Barclays Bank plc HTI Contractors Bayerische Landesbank Automotive Rentals, Inc. BLT 17 LLC Board of Water Supply Caja De Ahorros Del Mediterraneo Compass Lexecon Calyon New York Branch HR & A Advisors, Inc. Central Pacific Bank Equity Marketing Services Inc. Chang Hwa Commercial Bank Ltd K & A Contracting, Inc. Citicorp North America, Inc Betsey Johnson (B.J. Vines Inc) Commerzbank AG Carroll Associates Architects, Ltd. Comstock Funding Ltd Chillco, Inc Credit Suisse Deka Bank Deutsche Girozentrale DIP Lenders: Deutsche Bank AG New York Branch X UBS Securities LLC E. Sun Commercial Bank, La Branch UBS AG, Stamford Branch Emerson Place CLO Ltd. Open Air Investors, LLC Emigrant Realty Finance LLC Farallon Capital Management, L.L.C. Erste Bank, NY Branch Luxor Capital LLC Eurohypo AG, New York Branch X Canpartners Investments IV, LLC Fidelity Advisor Series I Perry Principals Investments LLC Fidelity American High Yield Fund Whitebox Combined Partners LP Fidelity Canadian Balanced Fund Whitebox Hedged High Yield Partners LP Fidelity Central Investment Whitebox Convertible Arbitrage Partners LP Fifth Third Bank Pandora Select Partners LP First Financial Bank Whitebox Special Opportunities Fund Series B First Hawaiian Bank Partners LP First Trust/ Senior Street Capital Master Fund, L.P. Floating Rate Senior Loan Funding DSC Advisors, L.P. Floating Rate Senior Loan Funding I Fortress Credit Investments I Ltd 2006 Loan Agreement Prepetition Agents and Fortress Crerdit Investments II Ltd Lenders Fountain Court Master Fund Aberdeen Loan Funding, Ltd General Electric Capital Corp Alcentra Warehouse Ltd. Goldman Sachs Lending Partners LLC. American Savings Bank, FSB Guggenheim Structured Real Estate AMMC CLO IV, Limited H/2 Real Estate CDO 2006-1 Ltd AMMC CLO V, Limited H/2 Targeted Return Strategies II AMMC CLO VI Limited Harbour View CLO 2006-1, Ltd Armstrong Loan Funding, Ltd Hartford Mezzanine Investors I Artus Loan Fund 2007-1 Hua Nan Commercial Bank Ltd Ascension Loan Vehicle, LLC ING Real Estate Finance (USA) LLC Atrium V KBC Bank Nv Avenue CLO Fund, Ltd KC CLO I Ltd. Avenue CLO II, Ltd KC CLO II plc Avenue CLO III, Ltd Keybank National Association Avenue CLO IV, Ltd Keystone Nazareth Bank & Trust Co Avenue CLO V Ltd. King Street Acquisition Co, L.L.C. Avenue CLO VI Ltd Landesbank Hessen-Thueringen

17 Lehman Commercial Paper Inc. Venture II CDO 2002, Limited Linville Funding LLC Venture III CDO Limited M&T Bank Venture IV CDO Limited Madison Park Funding II Ltd. Venture IX CDO, Limited Madison Park Funding III, Ltd Venture V CDO Limited Mainstay Floating Rate Fund, Venture VI CDO Limited MainStay VP Floating Rate Portfolio Venture VII CDO Limited MB Financial Bank NA Venture VIII CDO Limited Merrill Lynch Bank USA Vista Leveraged Income Fund Midfirst Bank, Oklahoma Wachovia Bank — Institutional Morgan Stanley Bank X Wachovia Bank National Association National City Bank NA Wachovia Bank, National Association New York Life Insurance And Annuity Wachovia Capital Markets, LLC New York Life Insurance Company West LB AG, New York Branch NYLIM Institutional Floating Rate L Westwood CDO II, Ltd Olympic CLO I Ltd Whitney CLO I Ltd Oppenheimer Master Loan Fund, LLC Commerzbank AG, New York Oppenheimer Senior Floating Rate Fu Deutsche Bank AG, Cayman Islands Pension Investment Committee of Eurohypo AG New York Branch )‑ Putnam Asset Allocation Fund Fidelity Advisor Series I: Putnam Asset Allocation Funds H/2 Credit Partners Master Fund Ltd Putnam Bank Loan Fund (Cayman) JP Morgan Chase Bank, N.A Putnam Diversified Income Trust Third Avenue Real Estate Value Fund Putnam Floating Rate Income Fund 2008 Loan Agreement Prepetition Agents and Putnam High Yield Advantage Fund Lenders Putnam High Yield Trust Aareal Capital Corporation Putnam Master Intermediate Income AIB Debt Management Limited Putnam Premier Income Trust Ascension Loan Vehicle, LLC Putnam Variable Trust Bank of Ireland Putnam Variable Trust-Pvt Diversifi Deutsche Bank Trust Company Putnam Variable Trust-Pvt High Eurohypo AG New York Branch Pyramis Floating Rate High Income Eurohypo AG, New York Branch „X Qualcomm Global Trading Inc Goldman Sachs Mortgage Co. Raymond James Bank, FSB Capital Corporatio Red River CLO Ltd Ing Real Estate Finance (USA) LLC Riverside Park CLO, Ltd Ing Real Estate Finance (USA) LLC San Gabriel CLO I Ltd M&T Bank Sandelman Partners Cre CDO 1 Ltd Morgan Stanley Senior Funding Inc SF - 3 Segregated Portfolio The Northern Trust Company Shasta CLO I, Ltd . U.S. Bank National Association Sierra CLO II Ltd Wachovia Bank National Association Societe Generale Wachovia Bank, National Association Spring Asset Funding Ltd. Wachovia Capital Markets LLC State Bank of India Stone Tower CLO VI Ltd 2008 Loan Agreement Prepetition Agents and Taipei Fubon Commercial Bank Co. Lenders The Bank of East Asia, Ltd La Aareal Capital Corporation The Harbor Bank of Maryland AIB Debt Management Limited The Northern Trust Company Ascension Loan Vehicle, LLC The Prudential Insurance Company of Bank of Ireland UBS AG Stamford Branch Deutsche Bank Trust Company Union Bank of California Eurohypo AG New York Branch US Bank, Chicago Goldman Sachs Mortgage Co. Veer Cash Flor CLO, Ltd Hypo Real Estate Capital Corporation

18 ING Real Estate Finance (USA) LLC Fidelity Management & Research Company M&T Bank Fifth Third Bank (The) Morgan Stanley Senior Funding Inc First Clearing The Northern Trust Company First National Bank of Chicago (note for Blaire: U.S. Bank National Association former trustee) Wachovia Bank National Association Goldman Sachs International Wachovia Capital Markets LLC Goldman, Sachs, & Co. Hartford Investment Management Company Goldman Bridge Loan Prepetition Agents and Interactive Brokers Retail Equity Clearing Lenders J.P. Morgan Goldman Sachs Mortgage Company J.P. Morgan Clearing Pritzker Family J.P. Morgan Securites Inc. - Fixed The Private Bank J.P. Morgan Securities (U.S.) J.P. Morgan Securities Inc. Rouse Bonds Prepetition Indenture Trustees Jefferies & Company Inc. and Known Bondholders JP Morgan Chase Bank, National Association American Enterprise Investment Service JP Morgan Chase Bank/Prudential AR Asset Management, Inc. JP Morgan Chase/JP Morgan International Avery Capital Management, LLC JP Morgan Trust Company, National Association AXA Rosenberg Investment Management, LLC JPMorgan Chasebank/Greenwich Capital (U.S.) Kensington Management Group, LLC Baird (Robert W.) & Co. Inc. LaSalle Bank National Association Banc of America Securities LLC LPL Financial Corporation Bank of America/Lasalle Bank NA M&I Marshall & Ilsley Bank Bank of New York Mellon, The, The/TD Bank Manufacturers And Traders Trust Company Bank One, National Association (Note For Merril Lynch, Pierce Fenner & Smith Blaire: Former Trustee) Merrill Lynch Global Securities Barclays Capital Metropolitan West Asset Management, LLC Barclays Capital Inc. Morgan Stanley / BlackRock Advisors, LLC Morgan Stanley & Co. Incorporated BNP Paribas Prime Brokerage, Inc. Morgan Stanley DW Inc. BNP Paribas, New York Branch Morgan, Keegan & Company, Inc. BNY Asset Management National Financial Services LLC Brown Bros. Harriman & Co. NBCN Inc. /CDS Brown Investment Advisory & Trust Company New York Life Investment Management, LLC Capital Guardian Trust Company (U.S.) Northern Trust Company, The Capital Research & Management Company Northern Trust Global Investments (U.S.) Oaktree Capital Management, L.P. Charles Schwab & Co., Inc. Onex Credit Partners, LLC Citibank, N.A. Options Express Inc Global Markets Inc. Pallas Investment Partners, L.P. Citigroup Global Markets Inc. / Salomon PartnerRe Asset Management Corporation Citigroup Global Markets, Inc. (U.S.) Pershing LLC Clearview Correspondent Services, LLC PIMCO - Pacific Investment Management Credit Suisse Securities (USA) LLC Company Custodial Trust Company PNC Bank, National Association D.A. Davidson & Co. Pyramis Global Advisors, LLC Denver Investment Advisors, LLC Raymond, James & Associates, Inc. Deutsche Bank Securities Inc. RBC Capital Markets Corpporation Deutsche Bank Securities, Inc. Ridge Clearing & Outsourcing Solutions E*Trade Clearing LLC RiverSource Investments, LLC Edward D. Jones & Co. Rothschild et Cie Banque Ferris, Baker Watts, Incorporated Sanford C. Berenstein & Co. LLC Fidelity International Limited (U.K.), LTD Scottrade, Inc.

19 SEI Private Trust Company Metropolitan Life Insurance Company SG Americas Securities LLC Midland Loan Services, Inc SSB - SPDR'S Pacific Life SSB- Trust Custody Principal Global Investors State Street Bank And Trust Company Principal Life Insurance Company Stifel, Nicolaus & Company Incorporated Prudential Asset Resources Sun Capital Advisers, LLC TIAA Commercial Loan Services Sunrise Partners, LLC Wachovia Securities TD Ameritrade Clearing, Inc. TD Asset Management USA, Inc. The Bank of New York Mellon Trust Company, Terra Nova Financial LLC N.A. The Bank of New York Mellon HFF (Holliday Fenoglio Fowler, L.P.) The Bank of New York Mellon/ Barclays Metlife The Bank of New York Mellon/dbag London Northwestern Mutual Global Market Northwestern Mutual Life Insurance Company The Bank of New York Mellon/Mellon Trust American General Finance Corporation Thrivent Financial for Lutherans Archon Financial, L.P. U.S. Bank N.A. Bank of America, N.A. UBS Financial Services, Inc. Bear Stearns & Co. UBS Securities LLC CIGNA Corporation UBS Securities, Ltd (U.K.) Citigroup, Inc. X UMB BANK, National Association City of Baltimore Union Bank of California, N.A. City of Portland Wedbush Morgan Securities, Inc. Column Financial (CSFB) Wells Fargo Bank, National Association Commerzbank Wilmington Trust Company Credit Suisse First Wilmington Trust Corp. Deutsche Bank Trust Company Americas Eurohypo Aktiengesellschaft Other Prepetition Secured Credit Agents and German American Capital Lenders GMAC Commercial Mortgage Association Aareal Capital Corporation Goldman Sachs Group, Inc. Aberdeen Loan Funding, Ltd Ivanhoe Capital LP Banc of America Securities LLC JP Morgan Chase & Co. Bank of America, N.A. Key Bank Citicrop North America, Inc. LaSalle Bank N.A. Citigroup Global Markets Inc. Lehman Brothers, Inc. Citigroup Global Markets Realty Corp. Merrill Lynch Mortgage Lending, Inc. Deutsche Bank Securities Inc. Met Life, Inc. Deutsche Bank Trust Company Americas Morgan Stanley Eurohypo AG, New York Branch >c Northwestern Mutual Life Insurance Company Goldman Sachs Bank USA Principal Financial Group, Inc. Goldman Sachs Mortgage Company Prudential Financial Inc. Pembrook Community Investors LLC State of NY Comptroller Sandelman Partners CRE CDO I, Ltd. Teachers Insurance and Annuity Association Wachovia Bank, National Association U.S. Bancorp Bank of America UBS Warburg Capital Farm Credit Wachovia Corporation Capmark Finance Capmark Finance Inc. Underwriting Investment Bankers for Citigroup North America Debtor's Bonds — For all bonds issued or Columbia National Real Estate Finance outstanding on the Petition Date or during the Deutsche Bank Securities, Inc. three years prior to the Petition Date Keybank Real Estate Capital BT Alex. Brown Incorporated LNR Partners, Inc

20 Merrill Lynch, Pierce, Fenner & Smith Halperin Battaglia Raicht LLP Incorporated Hewitt Associates Banc One Capital Markets, Inc. PricewaterhouseCoopers J.P. Morgan Securities Inc. Silverstein & Pomerantz Deutsche Bank Securities Inc. Banc of America Securities LLC Members of the Creditors' Committee: Commerzbank Capital Markets Corp. Eurohypo AG, New York Branch Dresdner Kleinwort Wasserstein-Grantchester, Calyon New York Branch Inc. The Bank of New York Mellon Trust Co. Lehman Brothers Inc. American High-Income Trust UBS Securities LLC Fidelity Fixed Income Trust Goldman, Sachs & Co. Fidelity Strategic Real Return Fund Morgan Stanley & Co. Incorporated Fidelity Investments PNC Capital Markets, Inc. Wilmington Trust RBC Capital Markets Corporation Capital Ventures International Scotia Capital (USA) Inc. Taberna Capital Management, LLC Wachovia Capital Markets, LLC Macy's Inc. Citigroup Global Markets Inc. General Electric Capital Corp. UBS Investment Bank Millard Mall Services, Inc. MCDOnald Investments Inc. U.S. Bancorp Piper Jaffray Inc. Members of the Equity Committee Wells Fargo Brokerage Services, LLC Marshall Flapan Warren and Penny Weiner Significant Stockholders — If Debtor is a Platt W. Davis, III corporation, any significant stockholders Stanley B. Siedler Trust (greater than 5%) New World Realty Advisors, LLC General Trust Company William J. Goldsborough M.B. Capital Partners III General Trust Company M.B. Capital Units L.L.C. Steven H. Shepsman FMR LLC. Louis A. Bucksbaum The Vanguard Group, Inc. Pershing Square Capital Management, L.P Notice of Appearance Filed A&K Endowment Professionals/Advisors: ADA Resources Inc AlixPartners ADT Kirkland & Ellis LLP ADT Security Services Kurtzman Carson Consultants LLC Advent Capital Management Miller Buckfire Lewis & Co., L.L.C. AFCO Credit Corp Deloitte & Touche Alaka'I Mechanical Corp Jenner & Block LLP Albert C Kobayashi FTI Consulting, Inc. AlliedBarton Security Services Houlihan, Lokey, Howard & Zukin, Inc. Altech Electronics Gibson, Dunn and Crutcher AnnTaylor Retail Inc Akin Gump Strauss Hauer & Feld LLP AON Consulting Brown Rudnick LLP Apple Saul Ewing LLP Arizona Public Service Company Assessment Technologies Asia Las Vegas LLC Baker & Daniels AT&T Bracewell & Giuliani LLP Attorney General and Asst Attorney General for Calvo & Clark the State of Michigan Dept of Treasury Cushman & Wakefield Atty General for the State of New York Epiq Bankruptcy Solutions, LLC Banana Republic LLC Ernst & Young Bank of America NA [as Successor by merger to Gant Thornton LaSalle Bank NA]

21 Bank of America, National Association [as Chesapeake Contracting successor trustee to Wells Fargo Bank NA as ChillCo Inc trustee for the registered holders of LB UBS Precast Management Corporation Commercial Mortgage Trust 2004 C4 Citicorp N America Inc Commercial Mortgage Pass Through Certificates City of Frisco Irving ISD Series 2004 C4 and CCMS 2005 CD1 East 20th City of Taylor Michigan Street Mall Limited Partnership a Deleware City of Waterbury limited partnership and US Bank National Cochise County, Arizona Assocation as successor trustee to LaSalle Bank Collins Electric Company Inc National Association as trustee for the registered Columbia Association holders of GS Mortgage Securities Corporation Constellation NewEnergy Inc II Commercial Mortgage Pass Through Contech Services Inc Certificates Series 2004 GG2 & Property Level Corporation Service Company Lenders] County of Denton Bank of America, National Association, [as County of Loudoun VA successor by merger to LaSalle Bank National County of San Bernardino California Association, as Trustee for the Registered County Solicitor Margaret Ann Nolan Certificate holders of Bear Stearns Commercial Cricket Communications Mortgage Securities, Inc., Commercial Mortgage Dallas County Pass-Through Certificates, Series 2003-TOP12] Dallas County Utility & Rec District Bank of America, National Association, [as Davids Bridal Inc successor by merger to LaSalle Bank National Deutsche Bank Trust Co Americas Association, as Trustee and Custodian for the The Finish Line Registered Certificate holders of Morgan Stanley Dillards Inc Capital I Inc., Commercial Mortgage Pass- Dimeo Construction Co Through Certificates, Series 2006-TOP23] Dollar Tree Stores Inc Bank of America, National Association, [as Downrite Engineering Corp successor by merger to LaSalle Bank National Electric Wholesalers, Inc. Association, as Trustee for the registered holders ELS Architecture & Urban Design of Bear Stearns Commercial Mortgage Securities Eurohypo AG Inc., Commercial Mortgage Pass-Through Eurohypo AG NY Branch Certificates, 2006-PWR14] Eurohypo NY Branch Bank of America, National Association, [as Faneuil Hall Market Place Merchant's successor by merger to LaSalle Bank National Association Association, as Trustee for the Registered Fast Line Electric, Inc. Certificate holders of Bear Stearns Commercial Fort Bend County Mortgage Securities Inc., Commercial Mortgage Gamerco Assocs Current Investment Partnership Pass-Through Certificates, Series 2007-PWR18] No Two Bank of New York Mellon Gamerco Assocs Ltd TIC Bankruptcy Division Securities & Exchange Gap Inc Commission General Nutrition Companies, Inc Bay City Mechanical Inc. George Reed Inc Beard Construction Group LLC GGP Lenders LLC Beverages & More Inc Golden West Advertising, Inc. Bexar County GPS Services Inc Buddha Entertainment LLC Graymont Western US Inc Burlington Coat Factory Warehouse H&R Block Enterprises, Inc Calyon NY Branch H&R Eastern Enterprises Inc Capital Ventures International, an affiliate of Haas Insulation Susquehanna International Group, Inc. Harris County Center Glass Co Hennes & Mauritz LP Central Maine Power Co Hibbett Sporting Goods Charles Barnes Hoar Construction LLC Chatham County Tax Commissioner Hot Dogs Del Mar Inc

22 Howard S Wright Constructors LP Oracle Credit Corp HSBC Trust Company Oracle USA HSBC Trust Company Delaware NA Panacea Services HSBC Bank USA N A Parkway Construction & Assocs LP Hugo Boss Pearle Vision Ikon Office Solutions Pershing Square Capital Management LP Impact Networking LLC Piccadilly Restaurants, LLC ING Clarion Capital Loan Services LLC Pima County, Arizona Internal Revenue Service Pinnacle West Capital Corporation Jacksonville Electric Authority (JEA) Platt Electric Supply Inc Jacobsmeyer Mauldin Construction Company Platt W. Davis, III James Cordano Precast Management Corporation James Lane Air Conditioning Recreational Equipment Inc JC Penny Corporation Inc Red Mountain Machinery Company Joan H Ryan Red Robin International Inc John P Byrne a Professional Corporation RF Steams Inc Johnson Controls Economic Development Corp Kern River Gas Transmission Co RJ Grondin & Sons Kirbeg Company Russell Warner Inc. dba Roto Rooter Kirklands Inc Safeway Inc L&F Design Build LLC Saks Inc Lewis & Roca LLP Salt Lake County Treasurer Lewisville Ind School District Salt Lake County Assessor Limited Brands Inc Sandelman Partners LP Liquidity Solutions Holdings Corp Litton Loan Servicing LP Mgmt Corp Logans Roadhouse Secretary of State LVI Environmental of Nevada Securities & Exchange Commission M&G Electric Corporation Securities & Exchange Commission New York Macerich Company Regional Office Macys Inc Sensormatic MAP Associates Sensormatic Electronics Corp Marshall Flapan Sephora USA Mary Bucksbaum Scanlan Sierra Liquidity Fund Maurice Incorporated Sprint Nextel Midfirst Bank Stanley B. Seidler Midland Financial Bank Sunglass Hut Millard Group Taberna Capital management LLC Dept of Revenue Tarrant County Montgomery County Teachers Insurance Annuity Association of New York Attorney Generals Office America New York Secretary of State The Bank of New York Mellon Trust Company New York State Department of Taxation and Finance The City of New York Newland & Assocs PLLC The Gap Inc North Texas Contracting Inc The State of New York Northwestern Mutual Life Insurance Co The Trustees of the Estate of Bernice Pauahi NY Environmental Protection Agency Bishop aka Kamehameha Schools NY State Dept of Law Environmental Protection The Walking Company Bureau The Whiting Turner Contracting Co NY State Dept of Law Env Protection Bureau TN Atty Generals Office NY State Dept of Tax and Finance Travelers Casualty and Surety Co of America Oklahoma County Treasurer Trigen-Boston Energy Corp Old Navy LLC Tween Brands Inc

23 Unisys Corporation United States Trustee for the District of Southern NY US Bank National Association Vratsinas Construction Co VV Ventures LLC Wachovia Bank NA Warren & Penny Weiner Weaver Steel Construction Wells Fargo Bank, N.A. (f/k/a Wells Fargo Bank Minnesota, N.A.), as Trustee, in trust for registered holders of J.P. Morgan Chase Commercial Mortgage Securities Corp., Mortgage Pass-Through Certificates, Series 2001-CIBC2) Wendys/Arbys Group William J. Goldsborough Wilmington Trust FSB Comptroller of Public Accounts for the State of Texas Debt Holdings, LLC US Attorney General US Attorneys Office Southern District of New York US Department of Justice (Environmental Protection Agency) US Department of Justice US Department of Justice SDNY USEPA Region 6 (Environmental Protection Agency)

Potential Postpetition Agents and Lenders Beal Bank Pershing Bill Ackman

Believed Holders of Senior Corporate Debt Brookfield Asset Management

24

Schedule C

Interested Parties That Previously Had Or Currently Have Business Connections With UBS In Matters Unrelated To The Cases And The Nature Of Business Connections As Of January 21, 2010

1. UBS, as a component of UBS AG's global investment banking firm, has multifaceted relationships with the Debtors' major banks and other global and national investment banking and financial services firms listed immediately below. As set forth in the following paragraphs 2-7, reference to "Major Banks" in the categories below refer to some or all of these banking and financial services firms.

American General Finance Corporation Deutsche Bank Trust Company Banc of America Securities LLC Deutsche Bank Trust Company Americas Bank of America Eurohypo AG New York Branch Bank of America, N.A. Eurohypo Aktiengesellschaft Bank of America, TX Fidelity Advisor Series I Bank of America/Lasalle Bank NA Fidelity Advisor Series I: Bank of New York Mellon, The, The/TD Fidelity American High Yield Fund Bank Fidelity Canadian Balanced Fund Barclays Bank plc Fidelity Central Investment Barclays Capital Fidelity Fixed Income Trust Barclays Capital Inc. Fidelity International Limited (U.K.), LTD Bear Stearns & Co. Fidelity Management & Research Company BNP Paribas Prime Brokerage, Inc. Fidelity Strategic Real Return Fund BNP Paribas, New York Branch Fifth Third Bank BNY Asset Management Fifth Third Bank (The) Citibank, N.A. FMR LLC. Citicorp North America, Inc General Electric Capital Corp Citicorp North America, Inc. GMAC Commercial Mortgage Association Citigroup Global Markets Inc. Goldman Sachs Bank USA Citigroup Global Markets Inc. / Salomon Goldman Sachs Group, Inc. g Citigroup Global Markets Realty Corp. Goldman Sachs International Citigroup Global Markets, Inc. (U.S.) Goldman Sachs Lending Partners LLC. Citigroup North America Goldman Sachs Mortgage Co. Citigroup, Inc. X Goldman Sachs Mortgage Company Commerzbank Goldman, Sachs & Co. Commerzbank AG Goldman, Sachs, & Co. Commerzbank AG, New York HSBC Trust Company Commerzbank Capital Markets Corp. HSBC Trust Company Delaware NA Credit Suisse HSBC Bank USA NA Credit Suisse First Boston J.P. Morgan Credit Suisse Securities (USA) LLC J.P. Morgan Clearing Deutsche Bank AG New York Branch X J.P. Morgan Securities Inc. - Fixed Deutsche Bank AG, Cayman Islands J.P. Morgan Securities (U.S.) Deutsche Bank Securities Inc. J.P. Morgan Securities Inc. Deutsche Bank Securities, Inc. JP Morgan, 1 JP Morgan Chase & Co. Putnam High Yield Trust JP Morgan Chase Bank, N.A Putnam Master Intermediate Income JP Morgan Chase Bank, National Association Putnam Premier Income Trust JP Morgan Chase Bank/Prudential Putnam Variable Trust JP Morgan Chase/JP Morgan International Putnam Variable Trust-Pvt Diversifi JP Morgan Trust Company, National Putnam Variable Trust-Pvt High Association RBC Capital Markets Corporation JPMorgan Chasebank/Greenwich Capital Societe Generale KBC Bank Nv State Street Bank And Trust Company Key Bank The Bank of New York Mellon Keybank National Association The Bank of New York Mellon Trust Co. Keybank Real Estate Capital The Bank of New York Mellon Trust LaSalle Bank N.A. Company, N.A. LaSalle Bank National Association The Bank of New York Mellon Trust Lehman Brothers Inc. Company, N.A. (As Successor Trustee to Lehman Brothers, Inc. J.P.Morgan Lehman Commercial Paper Inc. The Bank of New York Mellon/ Barclays Merrill Lynch, Pierce Fenner & Smith The Bank of New York Mellon/dba London Merrill Lynch Bank USA Global Market Merrill Lynch Global Securities The Bank of New York Mellon/Mellon Trust Merrill Lynch Mortgage Lending, Inc. The Northern Trust Company Merrill Lynch, Pierce, Fenner & Smith The Prudential Insurance Company of Incorporated Travelers Casualty Morgan Stanley U.S. Bancorp Morgan Stanley & Co. Incorporated U.S. Bancorp Piper Jaffray Inc. Morgan Stanley U.S. Bank N.A. Morgan Stanley Bank X UBS AG Stamford Branch Morgan Stanley DW Inc. UBS AG, Stamford Branch Morgan Stanley Senior Funding Inc UBS Financial Services, Inc. Oppenheimer Master Loan Fund, LLC UBS Investment Bank Oppenheimer Senior Floating Rate Fu UBS Securities LLC Pacific Life UBS Securities, Ltd (U.K.) PIMCO - Pacific Investment Management UBS Warburg Company Wachovia Bank — Institutional PNC Bank, National Association Wachovia Bank National Association PNC Capital Markets, Inc. Wachovia Bank, National Association Prudential Financial Inc. Wachovia Capital Markets LLC Putnam Asset Allocation Fund Wachovia Capital Markets, LLC Putnam Asset Allocation Funds Wachovia Corporation Putnam Bank Loan Fund (Cayman) Wachovia Securities Putnam Diversified Income Trust Wells Fargo Putnam Floating Rate Income Fund Wells Fargo Bank, National Association Putnam High Yield Advantage Fund Wells Fargo Brokerage Services, LLC

2 2. UBS has generated investment banking revenue over the past two years from the following parties. None of these parties have represented over 1% of UBS revenue for the past two years. UBS may continue to receive revenue from these parties in connection with ongoing engagements:

Entities and Property Names of Debtors and Non-Debtor Affiliates of the Debtors: Aliansce Shopping Centers S.A. Migros — Center Beylikdüzü Migros — Center Natalia Multiplan Empreendimentos Imobiliarios S.A. Nacional Iguatemi Admininistracao Ltda. Nacional Iguatemi Bahia Administracao e Participacoes Ltda. Shopping Iguatemi Campina Grande Shopping Iguatemi Feira de Santana Shopping Iguatemi Salvador

Entities Unaffiliated with the Debtor AON Risk Services, Inc. Metlife Arizona Public Service Company New York Life Insurance Company Assessment Technologies New York Life Investment Management, AT&T LLC Bank of Ireland Oaktree Capital Management, L.P. Bayerische Landesbank PartnerRe Asset Management Corporation Blackrock Advisors, LLC Pershing Square Capital Management, L.P. Caja De Ahorros Del Mediterraneo Pinnacle West Capital Corporation Chang Hwa Commercial Bank Ltd Principal Financial Group, Inc. Charles Schwab & Co., Inc. Principal Global Investors CIGNA Corporation Safeway, Inc Deka Bank Deutsche Girozentrale Simon Property Group LP E*Trade Clearing LLC TD Ameritrade Clearing, Inc. FTI Consulting, Inc. TIAA General Nutrition Companies, Inc. The Bank of East Asia, Ltd La Hypo Real Estate Capital Corporation The Finish Line Landesbank Hessen-Thueringen Westfield Ledcor Industries Inc

Believed Holders of Senior Corporate Debt Brookfield Asset Management

Major Banks (see paragraph 1 above)

3 3. UBS and/or its affiliates have equity holdings in the following interested parties and their affiliates:

Entities and Property Names of Debtors and Non-Debtor Affiliates of the Debtors: General Growth Properties, Inc. (common stock)

Entities Unaffiliated with the Debtors Bank of Hawaii Bank of Ireland Blackrock Advisors, LLC Corporation Service Company Ernst & Young First Trust/Four Corners Senior Grant Thornton Oracle Credit Corp. Oracle USA PricewaterhouseCoopers The Whiting-Turner Contracting Co. Wilmington Trust Company

Major Banks (see paragraph 1 above)

4. UBS has proprietary debt securities in the following interested parties and their affiliates:

Entities Unaffiliated with the Debtors Ann Taylor Retail Inc. Christopher & Banks, Inc Apple CIGNA Corporation Arizona Public Service Company Deka Bank Deutsche Girozentrale Asia Las Vegas LLC Emerson Place CLO Ltd. AT&T Erste Bank, NY Branch Bank of Hawaii First Trust/Four Corners Senior Bank of Ireland FTI Consulting, Inc. Bank of The West Grubb & Ellis Company Bank One, National Association Guess? Inc. Bayerische Landesbank Guggenheim Structured Real Estate Blackrock Advisors, LLC Hewitt Associates BLT 17 LLC HFF (Holliday Fenoglio Fowler, L.P.) Borders Books & Music Hypo Real Estate Capital Corporation Brookfield Asset Management Ikon Office Solutions Caja De Ahorros Del Mediterraneo Johnson Controls Inc. Calyon New York Branch Landesbank Hessen-Thueringen Capmark Finance Limited Brands, Inc. Capmark Finance Inc. M&I Marshall & Ilsley Bank Chang Hwa Commercial Bank Ltd M&T Bank Charles Schwab & Co., Inc. Macy's Inc. 4 Madison Park Funding II Ltd. Sandelman Partners CRE CDO I, Ltd. Madison Park Funding III, Ltd SBARRO Mb Financial Bank NA Simon Property Group LP McCormick & Schmick's Restaurant Grp- Standard Parking Ach State Bank of India Met Life, Inc. Stone Tower CLO VI Ltd Metlife TD Ameritrade Clearing, Inc. Metropolitan Life Insurance Company Terra Nova Financial LLC Midfirst Bank, Oklahoma The Bank of East Asia, Ltd La Multiplan Empreendimentos Imobiliarios S.A. The Vanguard Group, Inc. National City Bank NA TIAA Commercial Loan Services New York Life Insurance Company Unisys Corporation Oracle USA U.S. Bank National Association Pinnacle West Capital Corporation US Bank, Chicago Principal Financial Group, Inc. Venetian Casino & Resort, LLC Pumpkin Patch Venture VI CDO Limited Raymond James Bank, FSB Westfield Red Robin Gourmet Burgers Westwood CDO II, Ltd Sandelman Partners Cre CDO 1 Ltd Wilmington Trust Company

Major Banks (see paragraph 1 above)

5. As a result of prior customer facilitation orders relating to securities of the Debtors,

UBS holds the following debt securities of the Debtors or non-Debtor affiliates:

Entities and Property Names of Debtors and Non-Debtor Affiliates of the Debtors: GGPLP, LLP The Rouse Company GGP Limited Partnership The Rouse Company LP

6. UBS has outstanding loans or commitments, including outstanding exposures to the following interested parties and their affiliates:

Entities Unaffiliated with the Debtors American General Finance Corporation Metlife Arizona Public Service Company New York Life Insurance Company AT&T Pinnacle West Capital Corporation Borders Books & Music Safeway Inc. Burlington Coat Factory Warehouse Saks Inc. Capmark Finance Inc. Sbarro Charles Schwab & Co., Inc. Simon CIGNA Corporation Simon Property Group LP Contech Services Inc. Sprint Nextel Dillards Inc. Venetian Casino & Resort, LLC General Nutrition Companies, Inc. Westfield

5 Major Banks (see paragraph 1 above)

7. UBS has material business/contract relationships (defined as payments of over $5 million in the aggregate made in the last 12 months) with the following interested parties and their affiliates:

Entities Unaffiliated with the Debtors Cushman & Wakefield Deloitte & Touche Ernst & Young Gibson, Dunn and Crutcher

Major Banks (see paragraph 1 above)

6

Exhibit C

Order

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------x : In re : Chapter 11 Case No. : GENERAL GROWTH : PROPERTIES, INC., et al. , : : 09 – 11977 (ALG) Debtors. : : (Jointly Administered) : ------x

ORDER PURSUANT TO SECTIONS 327(a) AND 328(a) OF THE BANKRUPTCY CODE AUTHORIZING THE DEBTORS TO EMPLOY AND RETAIN UBS SECURITIES LLC AS NON-EXCLUSIVE CAPITAL MARKETS AND M&A ADVISOR

Upon the application, dated January 25, 2010 (the “ Application ”) 1 of South

Street Seaport Limited Partnership, its ultimate parent, General Growth Properties, Inc.

(“ GGP ”), and their debtor affiliates, as debtors and debtors in possession (collectively, “ General

Growth ” or the “ Debtors ”), pursuant to sections 327(a) and 328(a) of title 11 of the United

States Code (the “ Bankruptcy Code ”), and Rules 2014(a) and 2016 of the Federal Rules of

Bankruptcy Procedure, requesting authorization to employ and retain UBS Securities LLC

(“ UBS ”), all as more fully described in the Application; and the Court having jurisdiction to

consider the Application and grant the requested relief in accordance with 28 U.S.C. §§ 157 and

1334 and the Standing Order M-61 Referring to Bankruptcy Judges for the Southern District of

New York Any and All Proceedings Under Title 11, dated July 10, 1984 (Ward, Acting C.J.);

and consideration of the Application being a core proceeding pursuant to 28 U.S.C. § 157(b); and

venue being proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and the Debtors

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

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having provided notice of the Application and Hearing (as defined below) to: (i) the Office of

the U.S. Trustee, Attn: Tracy Hope Davis, Esq., Linda Riffkin, Esq. and Andrea Schwartz, Esq.;

(ii) attorneys for the Creditors’ Committee, Akin Gump Strauss Hauer & Feld LLP, Attn:

Michael S. Stamer, Esq. and James Savin, Esq.; and (iii) attorneys for the Equity Committee,

Saul Ewing LLP, Attn: Joyce A. Kuhns, Esq. and John J. Jerome, Esq. ; and (iv) parties entitled

to receive notice in these chapter 11 cases pursuant to Bankruptcy Rule 2002; and the Court

having held a hearing to consider the requested relief (the “ Hearing”); and upon the Smith

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

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

ORDERED that, to the extent provided herein, the Application is approved; and it is further

ORDERED that the Debtors are authorized to retain and employ UBS as their capital markets and M&A advisor , nunc pro tunc to December 10, 2009, pursuant to Sections

327(a) and 328(a) of the Bankruptcy Code, and on the terms and conditions set forth in the

Engagement Letter as modified by this Order, provided, however that the Court will hold a

hearing on March 18, 2010 at 11:00 a.m. (EST) to consider those portions of the Application

that seek approval of an Opinion Fee and Completion Fee and it is further

ORDERED that objections, if any, to the proposed Opinion Fee and Completion

Fee specified in the Engagement Letter and the Application shall be set forth in a writing

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describing the basis therefor which shall be filed with the Court electronically in accordance with

General Order M-242 (N.B. General Order M-242 and the User’s Manual for the Electronic Case

Filing System can be found at www.nysb.uscourts.gov , the official website for the United States

Bankruptcy Court for the Southern District of New York) by registered users of the Court’s electronic case filing system and, by all other parties in interest, on a 3.5 inch disk, preferably in

Portable Document Format (PDF), WordPerfect or any other Windows-based word processing format (with a hard copy delivered directly to Chambers) and served in accordance with General

Order M-242 or otherwise so as to be actually received no later than [______, 2010] at 5:00 p.m. (EST) by (i) the Office of the U.S. Trustee, Attn: Tracy Hope Davis, Esq., Linda Riffkin,

Esq. and Andrea Schwartz, Esq.; (ii) Weil, Gotshal & Manges LLP, Attorneys for the Debtors,

767 5th Avenue, New York, New York 10023, Attn: Gary Holtzer; (iii) Weil, Gotshal & Manges

LLP, Attorneys for the Debtors, 700 Louisiana Suite, 1600 Houston, Texas 77002, Attn: Sylvia

Mayer; (iv) Weil, Gotshal & Manges LLP, Attorneys for the Debtors, 767 5th Avenue, New

York, New York 10023, Attn: Blaire Cahn; (v) Kirkland & Ellis LLP, Co-Attorneys for Certain

Subsidiary Debtors, 300 North LaSalle, Chicago, Illinois 60654, Attn: Anup Sathy; (vi) attorneys for the Creditors’ Committee, Akin Gump Strauss Hauer & Feld LLP, Attn: Michael S. Stamer,

Esq. and James Savin, Esq.; and (vii) attorneys for the Equity Committee, Saul Ewing LLP, Attn:

Joyce A. Kuhns, Esq. and John J. Jerome, Esq. ; and (viii) Skadden, Arps, Slate, Meagher &

Flom LLP, Attorneys for UBS, Four Times Square, New York, New York 10036, Attn: Jay

Goffman and it is further

ORDERED that UBS will file fee applications for interim and final allowance of compensation and reimbursement of expenses pursuant to the procedures set forth in Sections

330 and 331 of the Bankruptcy Code, any applicable Bankruptcy Rules, Local Rules of the

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Bankruptcy Court for the Southern District of New York (the “ Local Rules ”), any orders of this

Court and any procedures as may be fixed by order of this Court; and it is further

ORDERED, notwithstanding the prior paragraph, that all fees payable to UBS pursuant to the Engagement Letter shall be subject to review only pursuant to the standards set forth in section 328(a) of the Bankruptcy Code and shall not be subject to the standard of review set forth in section 330 of the Bankruptcy Code, and it is further

ORDERED, notwithstanding anything to the contrary in the Bankruptcy Code, the

Bankruptcy Rules, the Local Rules, any orders of this Court or any guidelines regarding

submission and approvals of fee applications, UBS and its professionals (i) shall only be required

to maintain time records for services rendered post-petition, in half-hour increments and (ii) shall

not be required to provide or conform to any schedule of hourly rates; and it is further

ORDERED, notwithstanding the Engagement Letter, UBS shall not seek

reimbursement of legal fees and expenses with respect to any retention application for any

amount exceeding $100,000, and, with respect to the reimbursement of any other legal fees and

expenses, the United States Trustee’s right to object to any such other legal fees and expenses on

any grounds is hereby preserved; and it is further

ORDERED that the United States Trustee retains all rights to object to UBS’

interim and final fee applications (including Monthly Advisory Fee, Opinion Fee, Completion

Fee and expense reimbursement) on all grounds including but not limited to the reasonableness

standard provided for in section 330 of the Bankruptcy Code and with respect to any duplication

of services by UBS and Miller Buckfire & Co., LLC; and it is further

ORDERED that the definition of “Cause” in section 8 of the Engagement Letter

shall include bad faith, self dealing, and breach of fiduciary duty (if any); and it is further

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ORDERED that the Debtors shall indemnify and hold harmless UBS, as that term is defined in the indemnification provisions of the Engagement Letter, pursuant to the indemnification provisions of the Engagement Letter and, during the pendency of these chapter

11 proceedings, subject to the following conditions:

(a) all requests of UBS for payment of indemnity, contribution, or otherwise

pursuant to the indemnification provisions of the Engagement Letter shall be made by means of a

final fee application and shall be subject to the approval of, and review by, the Court to ensure

that such payment conforms to the terms of the Engagement Letter, the Bankruptcy Code, the

Bankruptcy Rules, the Local Rules, and other orders of this Court and is reasonable based on the

circumstances of the litigation or settlement in respect of which indemnity is sought; provided ,

however , that in no event shall UBS be indemnified or receive contribution to the extent that any claim arose or expense has resulted for any such losses finally judicially determined by a court of competent jurisdiction to have primarily resulted from the bad faith, self-dealing, breach of fiduciary duty (if any), gross negligence, or willful misconduct of UBS;

(b) in no event shall UBS be indemnified or receive contribution or other payment under the indemnification provisions of the Engagement Letter if the Debtors or a representative of the Debtors’ estate asserts a claim for, and a court determines by a final order that such claims primarily arose out of, such person’s bad faith, self-dealing, breach of fiduciary duty (if any), gross negligence, or willful misconduct of UBS; and

(c) in the event UBS seeks reimbursement of attorneys’ fees from the Debtors pursuant to the Engagement Letter, the invoices and supporting time records from such attorneys shall be attached to UBS’ own interim and final fee applications, and such invoices and time records shall be subject to the United States Trustee guidelines for compensation and

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reimbursement of expenses and the approval of the Bankruptcy Court under the standards of

section 330 of the Bankruptcy Code without regard to whether such attorneys have been retained

under section 327 of the Bankruptcy Code and without regard to whether such attorneys’

services satisfy section 330(a)(3)(C) of the Bankruptcy Code; and it is further

ORDERED that to the extent that there may be any inconsistency between the terms of the Application, the Engagement Letter and this Order, the terms of this Order shall govern; and it is further

ORDERED that this Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation, interpretation and/or enforcement of this Order, including, but not limited to, with respect to any termination of UBS and any fees related thereto.

Dated: [______], 2010 New York, New York

______UNITED STATES BANKRUPTCY JUDGE

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