Bayshore Mall

Home , Bayshore Mall, RiverTown Crossings, West Valley Mall

Bay Shore GP, LLC (DE) [a former Debtor], is the sole general partner owner of Bay Shore Mall, LP whose sole member is General Growth Properties, Inc. General Growth Properties, Inc. contributes the interests in Bay Shore GP, LLC to GGP Limited Partnership who in turn contributes the interests to GGPLP L.L.C. As a result of these contributions, the ownership interests of Bay Shore GP, LLC are now owned directly by GGPLP L.L.C.

1 BAYSHORE MALL Minority Interest Restructure

General Growth Properties, Inc.

100%

KEY: ~96% GP Indicates Former Debtor Outside Limited Partners Indicates Current Debtor GGP Indicates Non-Debtor Limited ~4% LP Indicates transfer of Ownership Interests Partnership

Indicates entity is eliminated ~ 90.7% Common Managing Member Indicates Merger

Outside preferred Remaining interests held Non-related Entity interests through GGP Holding II, Inc. Bay Indicates change of entity type Shore GP, LLC GGPLP ~ 9.3% common L.L.C.

1% GP 99% LP Bay Shore Mall, LP

Bayshore Mall 100% ownership interest unless otherwise indicated (Eureka, CA) State of Formation for the Entities is Delaware unless otherwise indicated. 2 BAYSHORE MALL General Growth Properties, Inc. After Minority Interest Restructure

~96% GP Outside Limited Partners

GGP ~4% LP Limited KEY: Partnership Indicates Former Debtor ~ 90.7% Common Indicates Current Debtor Managing Member

Indicates Non-Debtor Outside preferred Remaining interests held Indicates transfer of Ownership Interests interests through GGP Holding II, Inc. Indicates entity is eliminated GGPLP ~ 9.3% common L.L.C. Indicates Merger

Non-related Entity

Indicates change of entity type 100%

Bay Shore GP, LLC

99% LP

1% GP Bay Shore Mall, LP

Bayshore Mall (Eureka, CA)

100% ownership interest unless otherwise indicated State of Formation for the Entities is Delaware unless otherwise indicated. 3 BELLIS FAIR:

Bellis Fair Mall, LLC (DE) [a former Debtor], is the owner of the mall known as Bellis Fair whose members are General Growth Properties, Inc. (1%) and GGPLP L.L.C. (99%). General Growth Properties, Inc. contributes its interest in Bellis Fair Mall, LLC to GGP Limited Partnership. As a result of the contribution, the ownership interests of Bellis Fair Mall, LLC are now owned by GGP Limited Partnership (1%) and GGPLP L.L.C. (99%).

4 BELLIS FAIR Minority Interest Restructure

General Growth Properties, Inc.

KEY: ~96% GP Indicates Former Debtor Outside Limited Partners Indicates Current Debtor GGP ~4% LP Indicates Non-Debtor Limited Indicates transfer of Ownership Interests Partnership

Indicates entity is eliminated ~ 90.7% Common Managing Member Indicates Merger Outside preferred Remaining interests held Non-related Entity interests through GGP Holding II, Inc.

Indicates change of entity type ~ 9.3% common GGPLP L.L.C.

1% 99%

Bellis Fair Mall, LLC

Bellis Fair (Bellingham, WA)

100% ownership interest unless otherwise indicated State of Formation for the Entities is Delaware unless otherwise indicated. 5 BELLIS FAIR After Minority Interest Restructure

General Growth Properties, Inc.

KEY: ~96% GP

Indicates Former Debtor Outside Limited Partners Indicates Current Debtor GGP ~4% LP Indicates Non-Debtor Limited Indicates transfer of Ownership Interests Partnership

Indicates entity is eliminated ~ 90.7% Common Managing Member Indicates Merger Outside preferred Remaining interests held Non-related Entity interests through GGP Holding II, Inc.

Indicates change of entity type ~ 9.3% common GGPLP L.L.C.

Bellis Fair Mall, LLC

Bellis Fair (Bellingham, WA)

100% ownership interest unless otherwise indicated State of Formation for the Entities is Delaware unless otherwise indicated. 6 CAPITAL MALL:

Capital Mall L.L.C. (DE) [a former Debtor], is the owner of the mall known as Capital Mall whose members are General Growth Properties, Inc. (0.5%) and GGPLP L.L.C. (99.5%). General Growth Properties, Inc. contributes its interest in Capital Mall L.L.C. to GGP Limited Partnership who in turn contributes the interests to GGPLP L.L.C. As a result of these contributions, the ownership interests of Capital Mall L.L.C. are now owned directly by GGPLP L.L.C.

7 CAPITAL MALL Minority Interest Restructure

General Growth Properties, Inc.

KEY:

Indicates Former Debtor ~96% GP Outside Limited Indicates Current Debtor Partners

Indicates Non-Debtor GGP ~4% LP Indicates transfer of Ownership Interests Limited Partnership Indicates entity is eliminated

~ 90.7% Common Indicates Merger Managing Member

Non-related Entity Remaining interests held through GGP Holding II, Inc. Outside preferred Indicates change of entity type interests ~ 9.3% common GGPLP L.L.C.

99.5% 0.5%

Capital Mall L.L.C.

Capital Mall (Jefferson City, MO)

100% ownership interest unless otherwise indicated State of Formation for the Entities is Delaware unless otherwise indicated. 8 CAPITAL MALL After Minority Interest Restructure

General Growth Properties, Inc.

KEY: ~96% GP Indicates Former Debtor Outside Limited Indicates Current Debtor Partners

Indicates Non-Debtor GGP ~4% LP Indicates transfer of Ownership Interests Limited Partnership Indicates entity is eliminated

~ 90.7% Common Indicates Merger Managing Member

Non-related Entity Remaining interests held through GGP Holding II, Inc. Outside preferred Indicates change of entity type interests ~ 9.3% common GGPLP L.L.C.

Capital Mall L.L.C.

Capital Mall (Jefferson City, MO)

100% ownership interest unless otherwise indicated State of Formation for the Entities is Delaware unless otherwise indicated. 9 THE CROSSROADS:

Kalamazoo Mall L.L.C. (DE) [a former Debtor], is the owner of the mall known as The Crossroads whose members are General Growth Properties, Inc. (0.5%) and GGPLP L.L.C. (99.5%). General Growth Properties, Inc. contributes its interest in Kalamazoo Mall L.L.C. to GGP Limited Partnership who in turn contributes the interests to GGPLP L.L.C. As a result of these contributions, the ownership interests of Kalamazoo Mall L.L.C. are now owned directly by GGPLP L.L.C.

10 THE CROSSROADS Minority Interest Restructure

General Growth Properties, Inc.

KEY: Outside Limited Indicates Former Debtor ~96% GP Partners Indicates Current Debtor ~4% LP Indicates Non-Debtor GGP Indicates transfer of Ownership Interests Limited Partnership Indicates entity is eliminated ~ 90.7% Common Managing Member Indicates Merger Outside preferred

Remaining interests held interests Non-related Entity through GGP Holding II, Inc.

Indicates change of entity type ~ 9.3% common GGPLP L.L.C.

0.5% 99.5%

Kalamazoo Mall L.L.C.

The Crossroads (Portage, MI)

100% ownership interest unless otherwise indicated State of Formation for the Entities is Delaware unless otherwise indicated. 11 THE CROSSROADS After Minority Interest Restructure

General Growth Properties, Inc.

~96% GP KEY: Outside Limited Indicates Former Debtor Partners Indicates Current Debtor ~4% LP Indicates Non-Debtor GGP Indicates transfer of Ownership Interests Limited Partnership Indicates entity is eliminated

~ 90.7% Common Indicates Merger Managing Member Outside preferred

Remaining interests held interests Non-related Entity through GGP Holding II, Inc.

Indicates change of entity type ~ 9.3% common GGPLP L.L.C.

Kalamazoo Mall L.L.C.

The Crossroads (Portage, MI)

100% ownership interest unless otherwise indicated State of Formation for the Entities is Delaware unless otherwise indicated. 12 EDEN PRAIRIE CENTER:

Eden Prairie Mall L.L.C. (DE) [a former Debtor], is the owner of the mall known as Eden Prairie Center whose members are General Growth Properties, Inc. (0.5%) and GGPLP L.L.C. (99.5%). General Growth Properties, Inc. contributes its interest in Eden Prairie Mall L.L.C. to GGP Limited Partnership who in turn contributes the interests to GGPLP L.L.C. As a result of these contributions, the ownership interests of Eden Prairie Mall L.L.C. are now owned directly by GGPLP L.L.C.

13 EDEN PRAIRIE CENTER Minority Interest Restructure

General Growth Properties, Inc.

Remaining interests held interests Non-related Entity through GGP Holding II, Inc.

Indicates change of entity type

~ 9.3% common GGPLP L.L.C.

99.5% 100% 0.5% Eden Eden Prairie Mall Prairie Anchor L.L.C. Building L.L.C.

Eden Prairie Center Anchor pad and building at (Eden Prairie, MN) Eden Prairie Center (Eden Prairie, MN)

100% ownership interest unless otherwise indicated State of Formation for the Entities is Delaware unless otherwise indicated. 14 EDEN PRAIRIE CENTER After Minority Interest Restructure

General Growth Properties, Inc.

KEY: ~96% GP Outside Limited Indicates Former Debtor Partners Indicates Current Debtor ~4% LP Indicates Non-Debtor GGP Indicates transfer of Ownership Interests Limited Partnership Indicates entity is eliminated ~ 90.7% Common Indicates Merger Managing Member Outside preferred

Remaining interests held interests Non-related Entity through GGP Holding II, Inc.

Indicates change of entity type

~ 9.3% common GGPLP L.L.C.

100% 100% Eden Eden Prairie Mall Prairie Anchor L.L.C. Building L.L.C.

Eden Prairie Center Anchor pad and building at (Eden Prairie, MN) Eden Prairie Center (Eden Prairie, MN)

100% ownership interest unless otherwise indicated State of Formation for the Entities is Delaware unless otherwise indicated. 15 GATEWAY MALL:

GGP-Gateway Mall L.L.C. (DE) [a former Debtor], is the owner of the mall known as Gateway Mall whose members are General Growth Properties, Inc. (0.5%) and GGPLP L.L.C. (99.5%). General Growth Properties, Inc. contributes its interest in GGP-Gateway Mall L.L.C. to GGP Limited Partnership who in turn contributes the interests to GGPLP L.L.C. As a result of these contributions, the ownership interests of GGP-Gateway Mall L.L.C. are now owned directly by GGPLP L.L.C.

16 GATEWAY MALL Minority Interest Restructure

General Growth Properties, Inc.

KEY: ~96% GP

Indicates Former Debtor Outside Limited Partners Indicates Current Debtor

Indicates Non-Debtor GGP ~4% LP Indicates transfer of Ownership Interests Limited Partnership Indicates entity is eliminated ~ 90.7% Common

Indicates Merger Remaining interests held Managing Member through GGP Holding II, Inc. Non-related Entity Outside preferred interests Indicates change of entity type ~ 9.3% common GGPLP L.L.C.

99.5%

0.5% GGP- Gateway Mall L.L.C.

Gateway Mall (Springfield, OR)

100% ownership interest unless otherwise indicated State of Formation for the Entities is Delaware unless otherwise indicated. 17 GATEWAY MALL After Minority Interest Restructure

General Growth Properties, Inc.

~96% GP KEY:

Indicates Former Debtor Outside Limited Partners Indicates Current Debtor

Indicates Non-Debtor GGP ~4% LP Indicates transfer of Ownership Interests Limited Partnership Indicates entity is eliminated ~ 90.7% Common

Indicates Merger Remaining interests held Managing Member through GGP Holding II, Inc. Outside preferred Non-related Entity interests

Indicates change of entity type ~ 9.3% common GGPLP L.L.C.

GGP- Gateway Mall L.L.C.

Gateway Mall (Springfield, OR)

100% ownership interest unless otherwise indicated State of Formation for the Entities is Delaware unless otherwise indicated. 18 GREENWOOD MALL:

Greenwood Mall L.L.C. (DE) [a former Debtor], is the owner of the mall known as Greenwood Mall whose members are General Growth Properties, Inc. (0.5%), and GGP Limited Partnership (99.5%). General Growth Properties, Inc. contributes its interest in Greenwood Mall L.L.C. to GGP Limited Partnership. As a result of the contribution, the ownership interests of Greenwood Mall L.L.C. are now owned directly by GGP Limited Partnership.

19 GREENWOOD MALL Minority Interest Restructure

General Growth Properties, Inc.

~96% GP

KEY: Outside Limited Partners Indicates Former Debtor GGP ~4% LP Indicates Current Debtor Limited Indicates Non-Debtor Partnership Indicates transfer of Ownership Interests

Indicates entity is eliminated

Indicates Merger 100% Non-related Entity

Indicates change of entity type 99.5%

0.5% Greenwood Greenwood Mall Mall L.L.C. Land, LLC Greenwood Mall Self-storage facility adjacent to Greenwood Mall (Bowling Green, KY) (Bowling Green, KY)

100% ownership interest unless otherwise indicated State of Formation for the Entities is Delaware unless otherwise indicated. 20 GREENWOOD MALL After Minority Interest Restructure

General Growth Properties, Inc.

~96% GP

KEY: Outside Limited Partners Indicates Former Debtor GGP ~4% LP Indicates Current Debtor Limited Indicates Non-Debtor Partnership Indicates transfer of Ownership Interests

Indicates entity is eliminated

Indicates Merger 100% Non-related Entity

Indicates change of entity type 100%

Greenwood Greenwood Mall Mall L.L.C. Land, LLC Greenwood Mall Self-storage facility adjacent to Greenwood Mall (Bowling Green, KY) (Bowling Green, KY)

100% ownership interest unless otherwise indicated State of Formation for the Entities is Delaware unless otherwise indicated. 21 KNOLLWOOD MALL:

Knollwood Mall, LLC (DE) [a former Debtor], is the owner of the mall known as Knollwood Mall whose members are General Growth Properties, Inc. (0.05%) and GGPLP L.L.C. (99.5%). General Growth Properties, Inc. contributes its interests in Knollwood Mall, LLC to GGP Limited Partnership who in turn contributes the interests to GGPLP L.L.C. As a result of these contributions, the ownership interests of Knollwood Mall, LLC are now owned directly by GGPLP L.L.C.

22 KNOLLWOOD MALL Minority Interest Restructure

General Growth Properties, Inc.

KEY:

Indicates Former Debtor ~96% GP Outside Limited Indicates Current Debtor Partners

Indicates Non-Debtor GGP ~4% LP Indicates transfer of Ownership Interests Limited Partnership Indicates entity is eliminated

~ 90.7% Common Indicates Merger Managing Member

Non-related Entity Remaining interests held through GGP Holding II, Inc. Outside preferred Indicates change of entity type interests ~ 9.3% common GGPLP L.L.C.

0.50% 99.50% Knollwood Mall, LLC

Knollwood Mall (St. Louis Park, MN)

100% ownership interest unless otherwise indicated State of Formation for the Entities is Delaware unless otherwise indicated. 23 KNOLLWOOD MALL After Minority Interest Restructure General Growth Properties, Inc.

~96% GP

Outside Limited Partners KEY:

Indicates Former Debtor ~4% LP GGP Indicates Current Debtor Limited Partnership Indicates Non-Debtor Indicates transfer of Ownership Interests ~ 90.7% Common Managing Member Indicates entity is eliminated Outside preferred Remaining interests held interests Indicates Merger through GGP Holding II, Inc.

Non-related Entity ~ 9.3% common GGPLP Indicates change of entity type L.L.C.

100 %

Knollwood Mall, LLC

Knollwood Mall (St. Louis Park, MN)

100% ownership interest unless otherwise indicated State of Formation for the Entities is Delaware unless otherwise indicated. 24 LANSING MALL:

Lansing Mall, LLC (DE) [a former Debtor], is the owner of the mall known as Lansing Mall whose members are General Growth Properties, Inc. (1%) and GGPLP L.L.C. (99%). General Growth Properties, Inc. contributes its interest in Lansing Mall, LLC to GGP Limited Partnership who in turn contributes the interests to GGPLP L.L.C. As a result of these contributions, the ownership interests of Lansing Mall, LLC are now owned directly by GGPLP L.L.C.

25 LANSING MALL Minority Interest Restructure

General Growth Properties, Inc.

Indicates Merger Remaining interests held Managing MemberOutside preferred through GGP Holding II, Inc. interests Non-related Entity

Indicates change of entity type ~ 9.3% common GGPLP L.L.C.

1% 99% Lansing Mall, LLC

Lansing Mall (Lansing, MI)

100% ownership interest unless otherwise indicated State of Formation for the Entities is Delaware unless otherwise indicated. 26 LANSING MALL After Minority Interest Restructure

General Growth Properties, Inc.

Indicates Merger Remaining interests held Managing Member Outside preferred through GGP Holding II, Inc. interests Non-related Entity

Indicates change of entity type ~ 9.3% common GGPLP L.L.C.

Lansing Mall, LLC

Lansing Mall (Lansing, MI)

100% ownership interest unless otherwise indicated State of Formation for the Entities is Delaware unless otherwise indicated. 27 LOCKPORT MALL:

Lockport L.L.C. (NY) [Case No. 09-11966], is the owner of the mall known as Lockport Mall whose members are General Growth Properties, Inc. (0.001%) and GGPLP L.L.C. (99.999%). General Growth Properties, Inc. contributes its interest in Lockport L.L.C. to GGP Limited Partnership who in turn contributes the interests to GGPLP L.L.C. As a result of these contributions, the ownership interests of Lockport L.L.C. are now owned directly by GGPLP L.L.C.

28 LOCKPORT MALL Minority Interest Restructure

General Growth Properties, Inc.

0.001% KEY: ~96% GP Outside Limited Indicates Former Debtor Partners

Indicates Current Debtor GGP ~4% LP Indicates Non-Debtor Limited Indicates transfer of Ownership Interests Partnership

Indicates entity is eliminated ~ 90.7% Common Managing Member

Indicates Merger Remaining interests held Outside preferred through GGP Holding II, Inc. interests Non-related Entity

Indicates change of entity type ~ 9.3% common GGPLP L.L.C.

99.999%

Lockport L.L.C. (NY) Lockport Mall (Lockport, NY)

100% ownership interest unless otherwise indicated State of Formation for the Entities is Delaware unless otherwise indicated. 29 LOCKPORT MALL After Minority Interest Restructure

General Growth Properties, Inc.

~96% GP KEY: Outside Limited Indicates Former Debtor Partners

Indicates Current Debtor GGP ~4% LP Indicates Non-Debtor Limited Indicates transfer of Ownership Interests Partnership

Indicates entity is eliminated ~ 90.7% Common Managing Member

Indicates Merger Remaining interests held Outside preferred through GGP Holding II, Inc. interests Non-related Entity

Indicates change of entity type ~ 9.3% common GGPLP L.L.C.

Lockport L.L.C. (NY)

Lockport Mall (Lockport, NY)

100% ownership interest unless otherwise indicated State of Formation for the Entities is Delaware unless otherwise indicated. 30 PARK PLACE:

Park Mall L.L.C. (DE) [a former Debtor], is the owner of the mall known as Park Place whose members are General Growth Properties, Inc. (0.5%) and GGPLP L.L.C. (99.5%). General Growth Properties, Inc. contributes its interests in Park Mall L.L.C. to GGP Limited Partnership who in turn contributes the interests to GGPLP L.L.C. As a result of these contributions, the ownership interests of Park Mall L.L.C. are now owned directly by GGPLP L.L.C.

31 PARK PLACE Minority Interest Restructure

General Growth Properties, Inc.

KEY:

Indicates Former Debtor Outside Limited ~96% GP Partners Indicates Current Debtor ~4% LP Indicates Non-Debtor GGP Indicates transfer of Ownership Interests Limited Partnership Indicates entity is eliminated

~ 90.7% Common Indicates Merger Managing Member Non-related Entity

Indicates change of entity type

Remaining interests held through GGP Holding II, Inc. Outside preferred interests

~ 9.3% common GGPLP L.L.C.

0.5% 99.5% Park Mall L.L.C.

Park Place (Tucson, AZ) 100% ownership interest unless otherwise indicated State of Formation for the Entities is Delaware unless otherwise indicated. 32 PARK PLACE After Minority Interest Restructure General Growth Properties, Inc.

~96% GP

Outside Limited Partners

GGP KEY: ~4% LP Limited Indicates Former Debtor Partnership

Indicates Current Debtor ~ 90.7% Common Indicates Non-Debtor Managing Member Remaining interests held Indicates transfer of Ownership Interests through GGP Holding II, Inc. Outside preferred Indicates entity is eliminated interests ~ 9.3% common Indicates Merger GGPLP L.L.C. Non-related Entity

Indicates change of entity type

100 %

Park Mall L.L.C.

Park Place (Tucson, AZ)

100% ownership interest unless otherwise indicated State of Formation for the Entities is Delaware unless otherwise indicated. 33 THE PINES:

Pines Mall Partners (IA) [Case No. 09-11970], the owner of the mall known as The Pines whose members are General Growth Properties, Inc. (1%) and GGPLP L.L.C. (99%) is converted to a Delaware limited liability company named Pines Mall, LLC. Following the conversion, General Growth Properties, Inc. contributes its interest in the newly converted Pines Mall, LLC (f/k/a Pines Mall Partners) to GGP Limited Partnership who in turn contributes the interests to GGPLP L.L.C. As a result of the contributions and conversion, the ownership interests of the newly converted Pines Mall, LLC (f/k/a Pines Mall Partners) are now owned directly by GGPLP L.L.C.

34 THE PINES Minority Interest Restructure General Growth Properties, Inc.

~96% GP

Outside Limited Partners KEY: GGP ~4% LP Indicates Former Debtor Limited Partnership Indicates Current Debtor ~ 90.7% Common Indicates Non-Debtor Managing Member Indicates transfer of Ownership Interests

Indicates entity is eliminated Remaining interests held through GGP Holding II, Inc. Outside preferred Indicates Merger interests ~ 9.3% common Non-related Entity GGPLP L.L.C. Indicates change of entity type

1.0% 99.0%

Pines Mall Partners (IA)

The Pines (Pine Bluff, AR)

100% ownership interest unless otherwise indicated State of Formation for the Entities is Delaware unless otherwise indicated. 35 THE PINES After Minority Interest Restructure General Growth Properties, Inc.

~96% GP

Pines Mall, LLC

The Pines (Pine Bluff, AR)

100% ownership interest unless otherwise indicated State of Formation for the Entities is Delaware unless otherwise indicated. 36 QUAIL SPRINGS MALL:

Oklahoma Mall L.L.C. (DE) [Case No. 09-12213], is an intermediary holding company, whose members are Oklahoma Mall, Inc., a non-Debtor (1%), and GGP Limited Partnership (99%). Oklahoma Mall, Inc. is eliminated pursuant to a merger into its sole stockholder General Growth Properties, Inc. Immediately following the merger, General Growth Properties, Inc. contributes its interest in Oklahoma Mall L.L.C. to GGP Limited Partnership. As a result of the merger and contribution, the ownership interests of Oklahoma Mall L.L.C. are now owned directly by GGP Limited Partnership.

37 QUAIL SPRINGS MALL Minority Interest Restructure

General Growth Properties, Inc.

~96% GP KEY: Outside Limited Indicates Former Debtor Partners GGP ~4% LP Indicates Current Debtor Limited Indicates Non-Debtor 100% Partnership Indicates transfer of Ownership Interests Oklahoma Mall, Inc. 99% Indicates entity is eliminated (QRS)

Indicates Merger 1% Non-related Entity Oklahoma Indicates change of entity type Mall L.L.C.

50% Riley, Inc. JCP d/b/a Riley Omega, Inc (JCP) Realty, Inc.

1% 49% DayJay Associates (OK)

Quail Springs Mall, LLC

Quail Springs Mall 100% ownership interest unless otherwise indicated (Oklahoma City, OK) State of Formation for the Entities is Delaware unless otherwise indicated. 38 QUAIL SPRINGS MALL After Minority Interest Restructure

General Growth Properties, Inc.

~96% GP KEY: Outside Limited Indicates Former Debtor Partners GGP ~4% LP Indicates Current Debtor Limited Indicates Non-Debtor Partnership Indicates transfer of Ownership Interests 100% Indicates entity is eliminated

Indicates Merger

Non-related Entity Oklahoma Indicates change of entity type Mall L.L.C.

50% Riley, Inc. JCP d/b/a Riley Omega, Inc (JCP) Realty, Inc.

1% 49% DayJay Associates (OK)

Quail Springs Mall, LLC

Quail Springs Mall 100% ownership interest unless otherwise indicated (Oklahoma City, OK) State of Formation for the Entities is Delaware unless otherwise indicated. 39 RIVERTOWN CROSSINGS:

GGP-Grandville Land L.L.C. (DE) [Case No. 09-12140], is the owner of the retail property known as Potomac Place at RiverTown Crossings whose members are GGPLP L.L.C. (99%) and General Growth Properties, Inc. (1%). General Growth Properties, Inc. contributes its interest in GGP-Grandville Land L.L.C. to GGP Limited Partnership who in turn contributes the interests to GGPLP L.L.C.. As a result of the contributions, the ownership interest of GGP-Grandville Land L.L.C. are now owned directly by GGPLP L.L.C.

Grandville Mall II, LLC (DE) [a former Debtor], is an intermediary holding company whose sole member is General Growth Properties, Inc. General Growth Properties, Inc. contributes its interest in Grandville Mall II, LLC to GGP Limited Partnership who in turn contributes the interests to GGPLP L.L.C. As a result of the contributions, the ownership interest of Grandville Mall II, LLC are now owned directly by GGPLP L.L.C.

MSAB Holdings L.L.C. (DE) [a former Debtor], is the holder of special assessment bonds with the City of Grandville, Michigan whose members are General Growth Properties, Inc. (0.001%) and GGP Limited Partnership (99.999%). General Growth Properties, Inc. contributes its interest in MSAB Holdings L.L.C. to GGP Limited Partnership. As a result of the contribution, the ownership interest of MSAB Holdings L.L.C. are now owned directly by GGP Limited Partnership.

40 RIVERTOWN Crossings Minority Interest Restructure

General Growth Properties, Inc.

~96% GP Outside Limited KEY: Partners GGP ~4% LP Indicates Former Debtor Limited Indicates Current Debtor 100% Partnership Indicates Non-Debtor 99.999% ~ 90.7% Common Managing Member Indicates transfer of Ownership Interests MSAB 0.001% Outside preferred Indicates entity is eliminated Grandville Holdings interests Remaining interests held Mall II, L.L.C. through GGP Holding II, Inc. Indicates Merger LLC City of Grandville 1% Special Assessment Bonds GGPLP ~ 9.3% common Non-related Entity 100% Series 2000 (taxable) L.L.C. Indicates change of entity type

100% 99% Grandville GGP- Mall, LLC Grandville Land L.L.C.

Potomac Place at GGP- RiverTown Crossings Grandville II (Grandville, MI) L.L.C.

0.5% 99.5% GGP- Grandville L.L.C. RiverTown Crossings (Grandville, MI) 100% ownership interest unless otherwise indicated State of Formation for the Entities is Delaware unless otherwise indicated. 41 RIVERTOWN Crossings After Minority Interest Restructure

General Growth Properties, Inc.

~96% GP

Outside Limited Partners KEY: GGP ~4% LP Indicates Former Debtor Limited Partnership Indicates Current Debtor

Indicates Non-Debtor ~ 90.7% Common Managing Member Indicates transfer of Ownership Interests 100% Outside preferred Indicates entity is eliminated interests Remaining interests held through GGP Holding II, Inc. Indicates Merger MSAB Holdings GGPLP ~ 9.3% common Non-related Entity L.L.C. 100% L.L.C. Indicates change of entity type City of Grandville Special Assessment Bonds Grandville Series 2000 (taxable) Mall II, 100% LLC GGP- 100% 100% Grandville Land L.L.C.

GGP- Potomac Place at Grandville Grandville II RiverTown Crossings Mall, LLC L.L.C. (Grandville, MI)

South Shore Partners, L.P. (WA) [Case No. 09-11993], the owner of the mall known as SouthShore Mall whose partners are GGP- South Shore Partners, Inc. (0.5% GP) and GGPLP L.L.C. (99.5% LP) is converted to a Delaware limited liability company named SouthShore Mall, LLC. Immediately following the conversion, GGP-South Shore Partners, Inc. is eliminated pursuant to a merger into its sole stockholder, General Growth Properties, Inc. Immediately following the merger, General Growth Properties, Inc. contributes the interest in the newly converted SouthShore Mall, LLC (f/k/a South Shore Partners, L.P.) to GGP Limited Partnership who in turn contributes the interests to GGPLP L.L.C. As a result of the merger, contributions and conversion, the ownership interests of the newly converted SouthShore Mall, LLC (f/k/a South Shore Partners, L.P.) are now owned directly by GGPLP L.L.C.

GGP-South Shore Partners, Inc. (DE) [Case No. 09-12153], an intermediate holding company wholly owned by General Growth Properties, Inc. is eliminated. Elimination is pursuant to a merger into General Growth Properties, Inc.

43 SOUTHSHORE MALL Minority Interest Restructure

General Growth Properties, Inc.

100% KEY: Outside Limited Indicates Former Debtor ~96% GP Partners Indicates Current Debtor ~4% LP Indicates Non-Debtor GGP Indicates transfer of Ownership Interests Limited Partnership Indicates entity is eliminated ~ 90.7% Common Indicates Merger Managing Member Outside preferred interests Non-related Entity Remaining interests held Indicates change of entity type through GGP Holding II, Inc. GGP-South Shore ~ 9.3% common GGPLP Partners, Inc. L.L.C. (QRS)

0.5%GP 99.5%LP South Shore Partners, L.P. (WA)

South Shore Mall (Aberdeen, WA)

100% ownership interest unless otherwise indicated State of Formation for the Entities is Delaware unless otherwise indicated. 44 SOUTHSHORE MALL After Minority Interest Restructure

General Growth Properties, Inc.

~96% GP

KEY: Outside Limited Indicates Former Debtor Partners Indicates Current Debtor ~4% LP Indicates Non-Debtor GGP Indicates transfer of Ownership Interests Limited Partnership Indicates entity is eliminated ~ 90.7% Common Indicates Merger Managing Member Outside preferred interests Non-related Entity Remaining interests held Indicates change of entity type through GGP Holding II, Inc.

~ 9.3% common GGPLP L.L.C.

South Shore Mall, LLC

South Shore Mall (Aberdeen, WA)

100% ownership interest unless otherwise indicated State of Formation for the Entities is Delaware unless otherwise indicated. 45 VALLEY HILLS MALL:

Valley Hills Mall L.L.C. (DE) [a former Debtor], is the owner of the mall known as Valley Hills Mall whose members are General Growth Properties, Inc. (0.5%) and GGPLP L.L.C. (99.5%). General Growth Properties, Inc. contributes its interests in Valley Hills Mall L.L.C. to GGP Limited Partnership who in turn contributes the interests to GGPLP L.L.C. As a result of these contributions, the ownership interests of Valley Hills Mall L.L.C. are now owned directly by GGPLP L.L.C.

46 VALLEY HILLS MALL Minority Interest Restructure

General Growth Properties, Inc.

Non-related Entity Remaining interests held Outside preferred Indicates change of entity type through GGP Holding II, Inc. interests GGPLP ~ 9.3% common L.L.C.

0.5% 99.5% Valley Hills Mall L.L.C.

Valley Hills Mall (Hickory, NC)

100% ownership interest unless otherwise indicated State of Formation for the Entities is Delaware unless otherwise indicated. 47 VALLEY HILLS MALL After Minority Interest Restructure

General Growth Properties, Inc.

~96% GP

KEY: Outside Limited Indicates Former Debtor Partners Indicates Current Debtor GGP ~4% LP Indicates Non-Debtor Limited Indicates transfer of Ownership Interests Partnership

Indicates entity is eliminated

Remaining interests held ~ 90.7% Common through GGP Holding II, Inc. Indicates Merger Managing Member Outside preferred interests Non-related Entity

Indicates change of entity type ~ 9.3% common GGPLP L.L.C.

100 %

Valley Hills Mall L.L.C.

Valley Hills Mall (Hickory, NC)

100% ownership interest unless otherwise indicated State of Formation for the Entities is Delaware unless otherwise indicated. 48

WEST VALLEY MALL:

Tracy Mall Partners, L.P. (DE) [a former Debtor], is the owner of the mall known as West Valley Mall whose partners are General Growth Properties, Inc. (0.4975% LP), Tracy Mall Partners I L.L.C. (0.5% GP) and GGPLP L.L.C. (99.0025% LP). Tracy Mall Partners I L.L.C. members are General Growth Properties, Inc. (0.9975%) and GGPLP L.L.C. (99.0025%). General Growth Properties, Inc. contributes its interests in Tracy Mall Partners, L.P. and Tracy Mall Partners I L.L.C. to GGP Limited Partnership who in turn contributes the interests to GGPLP L.L.C. As a result of these contributions, the ownership interests of Tracy Mall Partners, L.P. are now owned by Tracy Mall Partners I L.L.C. (0.5% GP) and GGPLP L.L.C. (99.5% LP) and the ownership interest of Tracy Mall Partners I L.L.C. are now owned directly by GGPLP L.L.C.

Tracy Mall Partners I L.L.C. (DE) [a former Debtor], is the general partner of owner of Tracy Mall Partners, L.P. whose members are General Growth Properties, Inc. (0.9975%) and GGPLP L.L.C. (99.0025%). General Growth Properties, Inc. contributes its interests in Tracy Mall Partners I L.L.C. to GGP Limited Partnership who in turn contributes the interests to GGPLP L.L.C. As a result of these contributions, the ownership interests of Tracy Mall Partners I L.L.C. are now owned directly by GGPLP L.L.C.

49 General Growth Properties, Inc. WEST VALLEY Minority Interest Restructure ~96% GP Outside Limited Partners

~4% LP GGP Limited KEY: Partnership

Indicates Former Debtor ~ 90.7% Common Managing Member Indicates Current Debtor

Indicates Non-Debtor Remaining interests held Outside preferred Indicates transfer of Ownership Interests through GGP Holding II, Inc. interests

Indicates entity is eliminated GGPLP ~ 9.3% common L.L.C. Indicates Merger

Non-related Entity 99.0025%

Indicates change of entity type

0.9975% Tracy Mall Partners I L.L.C.

0.5%GP

0.4975% LP Tracy 99.0025% LP Mall Partners, L.P.

West Valley Mall 100% ownership interest unless otherwise indicated (Tracy, Ca) State of Formation for the Entities is Delaware unless otherwise indicated. 50 General Growth Properties, Inc. WEST VALLEY ~96% GP After Minority Interest Restructure Outside Limited Partners

~4% LP GGP Limited KEY: Partnership

Indicates Former Debtor ~ 90.7% Common Managing Member Outside preferred Indicates Current Debtor interests

Indicates Non-Debtor Remaining interests held Indicates transfer of Ownership Interests through GGP Holding II, Inc.

Indicates entity is eliminated GGPLP ~ 9.3% common L.L.C. Indicates Merger

Non-related Entity 100% Indicates change of entity type

Tracy Mall Partners I L.L.C. 99.5 % LP

0.5% GP Tracy Mall Partners, L.P.

West Valley Mall (Tracy, Ca)

100% ownership interest unless otherwise indicated State of Formation for the Entities is Delaware unless otherwise indicated. 51