Bayshore Mall

BAYSHORE 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. 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 MemberOutside 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. 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

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