In Re General Growth Properties, Inc.

412 B.R. 122 (2009)

In re GENERAL GROWTH PROPERTIES, INC., et al., Debtors.

No. 09-11977(ALG).

United States Bankruptcy Court, S.D. New York.

May 14, 2009.

*123 Adam P. Strochak, Weil, Gotshal & Manges, LLP, Washington, DC, Ashlea Brown, Newland & Associates, PLLC, Little Rock, AR, Gary Holtzer, Marcia L. Goldstein, Weil Gotshal & Manges LLP, New York, NY, James H.M. Sprayregen, Kirkland & Ellis LLP, Chicago, IL, Mette H. Kurth, Arent Fox LLP, Los Angeles, CA, for Debtors.

Greg M. Zipes, Office of the United States Trustee, New York, NY, for U.S. Trustee.

Michael Scott Stamer, Akin Gump Strauss Hauer & Feld LLP, New York, NY, for Creditor Committee.

FINAL ORDER AUTHORIZING DEBTORS TO (A) OBTAIN POSTPETITION SECURED FINANCING PURSUANT TO BANKRUPTCY CODE SECTIONS 105(a), 362, AND 364, (B) USE CASH COLLATERAL AND GRANT ADEQUATE PROTECTION PURSUANT TO BANKRUPTCY CODE SECTIONS 361 AND 363 AND (C) REPAY IN FULL AMOUNTS OWED UNDER CERTAIN PREPETITION SECURED LOAN AGREEMENT

ALLAN L. GROPPER, Bankruptcy Judge.

Upon the motion (the "DIP Motion" ), dated April 16, 2009, of South Street Seaport Limited Partnership, its parent, General Growth Properties, Inc. ( "GGP" ), and their debtor affiliates, as debtors and debtors in possession (the "Debtors" ) [1] for entry of an order authorizing the Debtors to, among other things:

(i) enter into (a) a Senior Secured Debtor in Possession Credit, Security and Guaranty Agreement (the "DIP Credit Agreement" ), attached hereto as Exhibit 1 (as such agreement may be amended or modified from time to time), [2] by and among GGP and GGP Limited Partnership (collectively, the "Borrowers" ), the guarantors party thereto (collectively, the "Guarantors" ), and the other lenders from time to time party thereto (collectively, the "Lenders" ) and UBS, AG, as the Administrative Agent for the Lenders (the "Agent" ); and (b) all other Loan Documents (together with the DIP Credit Agreement, the "DIP Loan Documents" );

(ii) borrow, pursuant to the DIP Loan Documents, $400,000,000 and seek other financial accommodations from the Lenders pursuant to the DIP Credit Agreement, the other DIP Loan Documents, and this Order;

(iii) grant non-priming liens, security interests, and mortgages in substantially all of the Obligors' assets (subject to certain exceptions more fully set forth in the DIP Loan Documents and this Order) to secure repayment of the borrowings made under the DIP Loan Documents by, and financial accommodations made to, the Debtors;

(iv) use the proceeds arising from the DIP Loan Documents in a manner consistent with the terms and conditions of the DIP Loan Documents and this Order;

*124 (v) use "Cash Collateral" as such term is defined in section 363(a) of the Bankruptcy Code (the "Cash Collateral" );

(vi) grant, as set forth more fully below, replacement liens and superpriority claims to the Adequate Protection Parties (defined below) to the extent of any diminution in value of such Adequate Protection Parties' respective interests in property of the Debtors or their estates, as adequate protection for the use of Cash Collateral;

(vii) vacate and modify the automatic stay imposed by section 362 of title 11 of the United States Code (the "Bankruptcy Code ") to the extent necessary to implement and effectuate the terms and provisions of the DIP Loan Documents and this Order;

(viii) pay all amounts contemplated to be paid under the DIP Documents (as defined below), including all fees and expenses set forth therein; and

(ix) waive any applicable stay of the effectiveness of this Order and provide for the immediate effectiveness of this Order.

The Court having considered the DIP Motion, examined the exhibits attached thereto, and having completed a final hearing (the "Final Hearing" ) as provided for under section 364 of the Bankruptcy Code, Rule 4001(c) of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules" ), and Rule 4001-2 of the Local Bankruptcy Rules for the Southern District of New York (the "Local Rules" ) and finding the Debtors provided adequate notice to all necessary parties and that no further notice is required:

BASED UPON THE RECORD ESTABLISHED AT THE FINAL HEARING, THE COURT HEREBY MAKES THE FOLLOWING FINDINGS OF FACT AND CONCLUSIONS OF LAW:

A. Petition Date. Commencing on April 16, 2009 (the "Petition Date" ) and continuing thereafter, the Debtors each filed voluntary petitions under chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for the Southern District of New York. The Debtors have continued in the management and operation of their business and property as debtors-in-possession pursuant to sections 1107 and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed in the Debtors' chapter 11 cases.

B. Jurisdiction and Venue. This Court has jurisdiction over these proceedings pursuant to sections 157(b) and 1334 of title 28 of the United States Code and over the persons and property affected hereby. This Court's consideration of the DIP Motion constitutes a core proceeding under section 157(b)(2) of title 28 of the United States Code. Venue for these cases and the proceedings regarding the DIP Motion is proper in this district under sections 1408 and 1409 of title 28 of the United States Code.

C. Committee Formation. On April 24, 2009 the United States Trustee for the Southern District of New York (the "United States Trustee" ) appointed an official committee of unsecured creditors in the Case (the "Creditors' Committee" ).

D. Notice. The Final Hearing was held in accordance with Bankruptcy Rule 4001 and Local Rule 4001-2. Notice of the Final Hearing and the relief requested in the DIP Motion was provided by the Debtors on April 16, 2009, whether by telecopy, email, overnight courier or hand delivery, to parties in interest, including: (i) the Office of the United States Trustee for the Southern District of New York (Attn: Greg M. Zipes); (ii) the Securities and Exchange Commission; (iii) the Internal Revenue Service; (iv) EuroHypo AG, New York Branch, administrative agent for the lenders to certain of the Debtors under (a) the Second Amended and Restated Credit *125 Agreement dated as of February 24, 2006 and (b) the Loan Agreement, dated as of July 11, 2008, as amended; (v) Deutsche Bank Trust Company Americas, as administrative agent for the lenders to certain of the Debtors under certain Loan Agreements, dated as of January 2, 2008 and February 29, 2008, respectively; (vi) Goldman Sachs Mortgage Company, as administrative agent for the lenders to certain of the Debtors under the Amended and Restated Credit Agreement, dated as of November 3, 2008; (vii) Wilmington Trust FSB, as indenture trustee under (a) that certain Indenture, dated as of May 5, 2006, and (b) that certain Indenture, dated as of April 16, 2007; (viii) LaSalle Bank National Association and Wilmington Trust FSB, [3] as indenture trustee under that certain Junior Subordinated Indenture, dated as of February 24, 2006; (ix) The Bank of New York Mellon Corporation, as indenture trustee under that certain Indenture, dated as of February 24, 1995; (x) those creditors holding the 100 largest unsecured claims against the Debtors' estates (on a consolidated basis); (xi) the Property Lenders (as defined in the DIP Motion); (xii) counsel to Pershing Square Capital Management, L.P.; (xiii) counsel to the Agent; and (xiv) counsel to the Creditors' Committee. Such notice of the Final Hearing and the relief requested in the DIP Motion is due and sufficient notice and complies with sections 102(1) and 364(c) of the Bankruptcy Code, Bankruptcy Rules 2002, 4001(c), 4001(d) and the Local Rules.

E. Need for Postpetition Financing. Entry of this Order is necessary to prevent substantial harm to the Debtors' estates that would otherwise result if the Debtors fail to obtain the financing contemplated herein to preserve the Debtors' assets and continue their operations, and, by the power vested in the Court pursuant to sections 105(a) and 364(c) of the Bankruptcy Code, and is hereby approved. The Debtors will suffer substantial harm unless this Court immediately authorizes the Debtors to obtain loans and other financial accommodations from the Lenders in accordance with the terms of this Order, the DIP Loan Documents, and any other documents, instruments, or agreements related thereto or delivered or executed in connection therewith (the DIP Loan Documents, together with such documents, instruments, and agreements, the "DIP Documents" ).

F. No Comparable Credit Available on More Favorable Terms. The Debtors have made reasonable efforts, under the circumstances, to locate financing of the type contemplated by this Order, and the Court expressly finds that the Debtors are unable to obtain, in the ordinary course of business or otherwise, financing of the type contemplated herein on an unsecured basis. Specifically, the Debtors have been unable to obtain unsecured credit allowable under sections 364(a), 364(b), 364(c)(1) and 503(b)(1) of the Bankruptcy Code as an administrative expense. The Debtors are also unable to obtain secured credit, allowable only under Bankruptcy Code sections 364(c)(2) and 364(c)(3), on more favorable terms and conditions than those provided in the DIP Documents and this Order.

*126 G. Lenders' Requirements. The Lenders are willing to lend money and provide other financial accommodations to the Debtors only on the terms and conditions and with the protections provided herein and in the DIP Documents and are relying on such terms, conditions, and protections in agreeing to lend money and provide financial accommodations to the Debtors hereunder.

H. Good Faith. The terms and conditions of the DIP Documents have been negotiated in good faith and at arms' length by all parties involved, the payment of the Goldman Indebtedness (as defined in Paragraph I below) reflects the Debtors' exercise of prudent business judgment, and the Lenders and the Debtors have offered sufficient proof thereof. Accordingly, the Court expressly finds that the terms of the DIP Documents have been extended in good faith and that any credit extended, loans to be made, or other financial accommodations granted to the Debtors pursuant to the DIP Documents shall, in each case, be deemed to be extended in good faith, as that term is used in section 364(e) of the Bankruptcy Code.

I. Debtors' Acknowledgements and Agreements Regarding the Prepetition Goldman Facility. Prior to the Petition Date, certain of the Debtors, as borrowers or guarantors (the "Goldman Facility Debtors" ), [4] were party to that certain Amended and Restated Credit Agreement, dated as of November 3, 2008 (as in effect on the date hereof, the "Goldman Credit Agreement" ), with Goldman Sachs Mortgage Company, as administrative agent (together, with its successors and assigns, the "Goldman Facility Agent" ) and the lenders party thereto (the "Goldman Lenders" ) with all related documents and agreements, as amended or modified, (the "Prepetition Goldman Facility" ). The Debtors acknowledge and agree that: (i) the aggregate unpaid principal amount of the loans advanced under the Prepetition Goldman Facility is $215,000,000, which, together with accrued and unpaid prepetition contract and default rate interest of $86,597.22, accrued and unpaid postpetition contract and default rate interest of $2,511,319.44, and accrued and unpaid prepetition and postpetition fees, costs and expenses, accrued solely as permitted under Section 9.16 of the Goldman Credit Agreement, and reasonable estimates thereof as set forth in the Payoff Letter (as defined below), amounts to a total indebtedness of $214,950,822.66 (including the credit referenced in (a) below and the postpetition fees and expenses referenced herein) as of May 15, 2009 and, together with any per diem postpetition interest accruing thereafter until payment in full of unpaid principal amount of the loans advanced under the Prepetition Goldman Facility in accordance with this Order (collectively, the "Goldman Indebtedness" ): (ii) as of the Petition Date and as of the date of this Order, the Goldman Indebtedness is secured by valid, binding, enforceable, and properly perfected liens on and security interests in certain real property and *127 personal property of the Goldman Facility Debtors as described in the Prepetition Goldman Facility (the "Prepetition Goldman Liens" ) with a salable value the Debtors believe is in excess of the Goldman Indebtedness; (iii) as of the Petition Date and as of the date of this Order, the Goldman Indebtedness constitutes the legal, valid and binding obligations of the respective Goldman Facility Debtors, enforceable in accordance with the terms of the Prepetition Goldman Facility (other than in respect of the stay of enforcement arising from section 362 of the Bankruptcy Code); and (iv) the Goldman Lenders and the Goldman Facility Debtors entered into an agreement, dated as of April 15, 2009 (the "Incentive Agreement" ), pursuant to which if the Goldman Facility Debtors repay the Goldman Indebtedness in full in cash on or before June 1, 2009, (a) the Goldman Facility Debtors shall be entitled to be paid $3,225,000 which is an amount equal to 1.5% of the unpaid principal amount of the loans outstanding under the Prepetition Goldman Facility and (b) an affiliate of the Goldman Facility Debtors as of the repayment date shall be entitled to a rebate of a fee of $1,075,000 paid in connection with the Incentive Agreement which is an amount equal to 0.5% of the unpaid principal amount of the loans that were outstanding as of April 15, 2009 under the Prepetition Goldman Facility as of the date of the Incentive Agreement.

J. Section 506(c) and Section 552(b) Waiver. In light of the Lenders' agreement to subordinate their liens and superpriority claims to the Carve-Out, the Lenders are entitled to a waiver of (i) the provisions of section 506(c) of the Bankruptcy Code and (ii) any "equities of the case" claims under section 552(b) of the Bankruptcy Code, in each case, in respect of the DIP Documents.

K. Immediate Entry of the Order. The Debtors have requested that this Order become immediately effective and enforceable upon entry, notwithstanding any provisions that may apply in Bankruptcy Rules 6004(h), 6006(d), 7062, or 9014 or any other Bankruptcy Rule, or Rule 62(a) of the Federal Rules of Civil Procedure. The Debtors have demonstrated good cause for the entry of this Order and for this Order to become immediately effective and enforceable upon entry. Among other things, entry of this Order and the immediate effectiveness and enforceability of this Order upon entry will minimize the disruption of the Debtors' business operations and permit the Debtors to satisfy their operating expenses, will increase the possibilities for confirmation of a successful chapter 11 plan for the Debtors, and is in the best interests of the Debtors, their creditors, and the Debtors' bankruptcy estates. The terms of the borrowings and other financial accommodations authorized hereby are fair and reasonable under the circumstances and reflect the Debtors' exercise of prudent business judgment consistent with their fiduciary duties.

ACCORDINGLY, IT IS HEREBY ORDERED THAT:

1. Motion Granted. The DIP Motion is granted in accordance with the terms and conditions set forth in this Order and the DIP Documents. Any objections and reservations of rights included therein, to the extent not withdrawn with prejudice, settled, or resolved are hereby overruled on the merits.

2. Approval of Entry into DIP Documents. The Debtors shall be and hereby are authorized to borrow money and seek other financial accommodations from the Lenders on the terms and conditions contained in this Order and the DIP Documents, and the DIP Documents, including, *128 without limitation, the DIP Credit Agreement, are expressly approved by this Court. To effectuate and evidence the terms and conditions of the borrowings and extensions of credit and other financial accommodations to be made to the Debtors by the Lenders pursuant to the terms of this Order, the Debtors are hereby authorized and directed to enter into the DIP Credit Agreement substantially in the form appended as Exhibit 1 hereto and any other DIP Documents that may be entered into in connection with the DIP Credit Agreement, which agreements are hereby expressly approved by this Court.

3. Enforceable Obligations. Upon execution and delivery of the DIP Credit Agreement and the other DIP Documents, such agreements and documents shall constitute valid and binding obligations of the Obligors, enforceable against the Obligors, their estates and any successors thereto and their creditors in accordance with their terms.

4. Protection of Lenders and Other Rights. From and after the Petition Date, the Obligors shall use the proceeds of the extensions of credit under the DIP Loan Documents only for the purposes specifically set forth in the DIP Loan Documents and this Order, including to satisfy and discharge in full the Goldman Indebtedness and for general working capital purposes not otherwise restricted by the DIP Credit Agreement. In connection therewith, upon the Closing Date, the Obligors shall direct the Lenders to transfer immediately available funds to the Goldman Facility Agent or any proper assignee or designee thereof an amount necessary to pay in full the unpaid amount of the Goldman Indebtedness, as set forth in the pay-off letter from the Goldman Facility Agent to the Goldman Facility Debtors and GGP, dated May 15, 2009 (the "Payoff Letter" ). Upon the receipt of the transferred funds by the Goldman Facility Agent: (i) all of the Debtors' obligations under the Prepetition Goldman Facility and any other unpaid amounts under the Goldman Indebtedness shall be considered finally satisfied in full; provided, however, that the indemnities provided in Section 5.18 of the Goldman Credit Agreement that by their express terms survive repayment of the Goldman Indebtedness shall remain in full force and effect for all purposes (the "Goldman Facility Indemnity" ); (ii) all liens, encumbrances, and any other interests in the Debtors' (or any affiliate's) property held by the Goldman Facility Agent or otherwise arising under the Goldman Prepetition Facility shall be deemed fully released, and the Goldman Lenders and/or the Goldman Facility Agent are hereby directed upon request of the Goldman Facility Debtors or the Lenders to promptly deliver to the Goldman Facility Debtors or the Lenders documents in recordable form as are necessary to evidence the release of such liens, encumbrances, and interests; and (iii) all parties shall be forever barred from attempting to enforce any such lien, encumbrance or other interest in the Debtors' or any affiliate's property that arose under the terms of the Prepetition Goldman Facility; provided, however to the extent the Goldman Lenders and/or the Goldman Facility Agent incur fees and expenses in connection with (A) any inquiry or request by the Debtors, the Creditors' Committee, or any other party in interest, relating to the Prepetition Goldman Facility, the Goldman Indebtedness, the Prepetition Goldman Liens, and/or the prepetition activities of any of the Goldman Lenders and/or Goldman Facility Agent (and/or its and/or their successors or assigns) in connection with the Prepetition Goldman Facility, the Goldman Indebtedness, or the Prepetition Goldman Liens; or (B) defending an Avoidance Action as described in *129 paragraph 5(a) below ((A) and (B) collectively, the "Avoidance Action Defense" ), the Goldman Lenders and/or the Goldman Facility Agent shall have a first priority lien on the prepetition collateral previously securing the Goldman Indebtedness in an amount not to exceed the lesser of (a) $1,000,000 and (b) the reasonable unpaid fees and expenses incurred by the Goldman Facility Agent in connection with the Avoidance Action Defense (the "Goldman Facility Indemnity Lien" ). The claims under the Goldman Facility Indemnity in excess of the amount of the Goldman Facility Indemnity Lien shall constitute an administrative expense claim under section 503(b) of the Bankruptcy Code, which administrative expense shall not exceed $1,000,000; provided, however, that such administrative expense shall be subject to the DIP Liens in all respects; provided, further, that nothing herein limits the rights of the Goldman Facility Agent and/or the Goldman Lenders to file unsecured claims with respect to the Goldman Facility Indemnity.

5. Goldman Refinancing Examination Period.

(a) Avoidance Actions. Notwithstanding the terms of paragraph 4, any party-in-interest with standing (including the Creditors' Committee) shall have 210 days from the date of the entry of this Order (the "Avoidance Action Deadline" ) to file an adversary complaint with this Court (i) challenging the validity, enforceability, extent or priority of the Prepetition Goldman Liens or (ii) otherwise asserting any claims or causes of action against the Goldman Facility Agent or any of the Goldman Lenders (and/or its successors and/or assigns, if applicable) (an "Avoidance Action" ) arising out of the Prepetition Goldman Facility, the Goldman Indebtedness, and/or the prepetition activities of the Goldman Facility Agent or any of the Goldman Lenders (and/or its and or their successors and assigns, if applicable). Any Avoidance Action may be filed by the Creditors' Committee or such other party in the name of the Debtors without leave of the Bankruptcy Court.

(b) Failure to File or Successfully Prosecute an Avoidance Action. To the extent that (i) an Avoidance Action is not filed by the Avoidance Action Deadline by the Creditors' Committee or such other party or (ii) if an Avoidance Action is so filed and the Goldman Facility Agent or any of the Goldman Lenders (and/or its and/or their successors and assigns, if applicable) ultimately prevails in its defense thereof pursuant to a final non-appealable order: (A) the Goldman Indebtedness shall constitute allowed claims in an amount equal to the payment made to the Goldman Facility Agent or an assignee or designee thereof (and/or its and/or their successors and assigns, if applicable) pursuant to Paragraph 4 of this Order for all purposes in the Debtors' bankruptcy proceedings and any subsequent proceedings under the Bankruptcy Code and shall not be subject to avoidance, reduction, recovery, set off, offset, recharacterization, subordination (whether equitable, contractual, or otherwise), counterclaim, cross-claim, defense, or any other challenge under the Bankruptcy Code or any other applicable federal, state, or local law or regulation by any person or entity (including, without limitation, any trustee, successor trustee, examiner, or responsible person in these or any subsequent proceedings under the Bankruptcy Code); (B) the Prepetition Goldman Lien shall be deemed legal, valid, binding, enforceable, perfected, and otherwise unavoidable first priority liens and security interests, as of the Petition Date, and shall not be subject to any claim (as such term is defined in the Bankruptcy Code), counterclaim, cross-claim, defense, avoidance, reduction, recovery, set off, offset, *130 recharacterization, subordination (whether equitable, contractual, or otherwise), or any other challenge under the Bankruptcy Code or any other applicable federal, state, or local law or regulation, by any person or entity (including, without limitation, any trustee, successor trustee, examiner, or responsible person in these or any subsequent proceedings under the Bankruptcy Code); (C) the payment of the Goldman Indebtedness authorized and directed by this Order shall be final and irreversible; and (D) each Debtor shall be deemed to have irrevocably waived and released any and all "claims" (as such term is defined in the Bankruptcy Code), counterclaim, cross-claims, causes of action, defenses, offsets, and setoff rights against the Goldman Facility Agent and each of the Goldman Lenders, in their respective capacities as Goldman Facility Agent and/or Goldman Lender, and not in any other capacity or in respect of any other relationship it or they may have, or have had, with the Debtors, whether arising at law or in equity, including, without limitation, those asserting avoidance, reduction, recovery, set off, offset, recharacterization, subordination (whether equitable, contractual, or otherwise), or any other challenge arising under or pursuant to the Bankruptcy Code or any other applicable federal, state, or local law or regulation.

(c) Lenders' Senior Priority to the Prepetition Goldman Lien. The release of liens, encumbrances, and interests effectuated by this Order with respect to the Prepetition Goldman Facility shall be final upon the entry of this Order and the payment of the Goldman Indebtedness as provided in Paragraph 4, and no remedy or relief with respect to any Avoidance Action shall involve the re-establishment of any such liens, encumbrances, or interests, or any other interests, in the Collateral; provided, however, that (i) this Paragraph 5(c) shall not apply with respect to the Goldman Facility Indemnity Lien and (ii) nothing in this paragraph or in this Order is intended to or shall prevent or prejudice the right of the Goldman Lenders and/or the Goldman Facility Agent, if any, to seek to obtain, establish, or reinstate any lien, encumbrance, or interest in collateral in the event that in connection with any Avoidance Action or otherwise, the Goldman Lenders and/or the Goldman Facility Agent are required to repay or return funds received, or pay any money into the estate, on account of or in repayment of all or any portion of the Goldman Indebtedness, provided such lien is subject to the Prepetition Liens, the DIP Liens and the Adequate Protection Liens, as defined below; provided, however, that the rights of any parties in interest with respect to any such relief sought are hereby expressly preserved.

6. Post-Petition Liens. Upon entry of this Order, the Agent, for the benefit of itself and the Lenders, is hereby granted valid, perfected, enforceable, and non-avoidable security interests, liens, and mortgages (the "DIP Liens" ) in the Collateral; provided, however, in no event shall the Collateral (or any component thereof) include or be deemed to include: (i) the Debtors' claims and causes of action under chapter 5 of the Bankruptcy Code and any other avoidance or similar action under the Bankruptcy Code or similar state law and the proceeds thereof, whether received by judgment, settlement or otherwise; (ii) the Capital Stock of any Foreign Subsidiary, other than 65% in total voting power of such Capital Stock and 100% of non-voting Capital Stock, in each case, of a first tier Foreign Subsidiary of any Obligor; (iii) any contracts, instruments, licenses, license agreements or other documents (or any rights thereunder), to the extent (and only to the extent) that the grant of a security interest would (A) *131 constitute a violation of a restriction in favor of a third party on such grant, (B) give any other party to such contract, instrument, license, license agreement or other document the right to terminate its obligations thereunder, or (C) violate any law; provided, that the limitation set forth in this clause (iii) shall not affect, limit, restrict or impair the grant by an Obligor of a security interest pursuant to the DIP Loan Documents in any such right, to the extent that an otherwise applicable prohibition or restriction on such grant is rendered ineffective by any applicable law, including the Uniform Commercial Code (the " UCC ") or the Bankruptcy Code; (iv) any direct or indirect interest in any Capital Stock of any joint venture, partnership or other entity if and for so long as the grant of such security interest or Lien shall constitute a default under or termination pursuant to the terms in effect as of the Petition Date of the joint venture agreement, partnership agreement or other organizational documents of, or contract or other agreement of (or purporting to cover the assets of) such joint venture, partnership or entity or its direct or indirect parent, or require the payment of a fee, penalty or similar increased costs or result in the loss of economic benefit or the abandonment or invalidation of such Obligor's or any Subsidiary's interest in such Capital Stock or shall otherwise adversely impact such interest in such joint venture, partnership or other entity; provided that the limitation set forth in this clause (iv) shall not affect, limit, restrict or impair the grant by an Obligor of a security interest pursuant to the DIP Loan Documents in any such right, to the extent that an otherwise applicable prohibition or restriction on such grant (whether applicable to such Obligor or to any parent company or Person owned by such Obligor) is rendered ineffective by any applicable law, including the UCC or the Bankruptcy Code; (v) any Ground Lease of a Debtor that has been assumed pursuant to section 365 of the Bankruptcy Code if the granting of a Lien hereunder would cause a default under or allow the termination of such Ground Lease (it being agreed that, to the extent the Lien granted pursuant to this paragraph attaches to any such Ground Lease prior to a Debtor's assumption thereof, such Lien shall automatically be released upon such assumption and any Mortgage evidencing such Lien shall automatically terminate); (vi) the Gift Card and Lotto Accounts; (vii) any Real Estate of the Non-Debtor Guarantor; and (viii) any Shopping Center Properties (defined in Paragraph 8 below) that are subject to a valid, unavoidable, prepetition lien, provided, however, that, notwithstanding anything set forth in the Order or the DIP Documents to the contrary, as security for the obligations under the DIP Loan Documents, the Agent, on behalf of the Lenders, shall have a pledge of the unencumbered equity of any subsidiary holding a Shopping Center Property; provided, further, that any such security interest and Lien shall attach immediately and automatically after any such disqualifying condition specified in clause (iii), (iv) or (v) of this Paragraph shall cease to exist. The DIP Liens shall be granted on the following basis:

(a) Senior Lien Priority. Pursuant to section 364(c)(2) of the Bankruptcy Code, valid, perfected, enforceable, and non-avoidable first priority security interests, liens, and mortgages on all of the Obligors' now existing or hereafter acquired Collateral not subject to a valid, perfected, enforceable, and non-avoidable security interest, lien, or mortgage (i) as of the Petition Date or subject to valid liens in existence on the Petition Date that are perfected subsequent to the Petition Date as permitted by section 546(b) of the Bankruptcy *132 Code, in each case, only to the extent that such valid, perfected, enforceable, and non-avoidable security interests, liens, or mortgages are senior in priority to the DIP Liens or are Permitted Liens that, pursuant to the DIP Credit Agreement, are permitted to be senior in priority to the DIP Liens, except as otherwise provided in Paragraph 4 above or 6(c) below or (ii) as a result of the refinancing of the Prepetition Goldman Facility and the release of security interests, liens, and mortgages resulting therefrom.

(b) Junior Lien Priority. Pursuant to section 364(c)(3) of the Bankruptcy Code, valid, perfected, enforceable, and non-avoidable junior security interests, liens and mortgages on all of the Obligors' now existing or hereafter acquired Collateral that was subject to valid, perfected, enforceable, and non-avoidable security interests, liens, or mortgages in existence on the Petition Date or that is subject to valid liens in existence on the Petition Date that are perfected subsequent to the Petition Date as permitted by section 546(b) of the Bankruptcy Code and that have priority to the Lenders under applicable law, in each case, subject only to such valid, perfected, enforceable, and non-avoidable senior security interests, liens, or mortgages and any other Permitted Liens that, pursuant to the DIP Credit Agreement, are permitted to be senior in priority to the DIP Liens.

(c) Lien on Main Operating Account. Notwithstanding anything to the contrary above or otherwise, the DIP Liens shall include valid, binding, perfected, enforceable, and non-avoidable liens and fully-perfected security interests in the Debtors' "Main Operating Account" as defined in the cash management motion filed on April 16, 2009 in these cases and any successor or replacement account (the "Main Operating Account "), as well as the funds in such account, subject and junior only to the liens securing the Adequate Protection Obligations as set forth in paragraph 8(a) below; provided that, until this Court orders otherwise, to preserve the asserted setoff rights of U.S. Bank N.A. (" U.S. Bank ") in the Main Operating Account, any lien granted to a Lender or any other party shall be subordinated to U.S. Bank's asserted claim to $1,717,336.18 in the Main Operating Account; provided, further, that (i) the rights of any parties in interest to object to U.S. Bank's asserted setoff rights, its claims, and the forms of relief noted herein are expressly preserved and (ii) the Debtors' rights, generally, with respect to the Bank Accounts maintained at U.S. Bank are expressly preserved; provided, further, that other than holders of the Adequate Protection Obligations, the Agent, and the Lenders, no other Person shall have any lien or security interest in the Main Operating Account or in any funds in the Main Operating Account. Notwithstanding the foregoing, the financial institution (the " Bank ") at which the Main Operating Account is maintained is authorized to charge back, offset, expense or deduct from the Main Operating Account the service charges incurred by the Bank on account of the Debtors' cash management expenses, returned checks or other returned items, including, but not limited to, dishonored checks, wire transfers, drafts, ACH Transfers or other debits, regardless of whether such amounts were deposited prepetition and regardless of whether the returned items relate to prepetition or postpetition items, and that solely the normal service charges and fees (the " Service Charges ") may be assessed and deducted in the ordinary course of business from funds held in the Main Operating Account, and the automatic stay provisions of section 362 of the Bankruptcy Code are modified to allow the Bank to *133 assess and collect such charges, but the automatic stay shall remain in full force and effect for all other purposes as to the Bank, including, but not limited to, any setoff rights (other than with respect to the Service Charges) that the Bank may possess. Should the Debtors transfer or otherwise utilize funds from the Main Operating Account outside of the Debtors' ordinary course of business, except as otherwise permitted under the DIP Credit Agreement or this Order, the Agent's valid, binding, perfected, enforceable, and non-avoidable liens and fully-perfected security interests in the Main Operating Account (subject and junior only to the liens securing the Adequate Protection Obligations as set forth in Paragraph 8(a) below), and all funds contained therein shall transfer and attach, on the same senior priority basis, to the Debtors' interest in such funds wherever deposited, in the proceeds and other assets created from any such use of the funds held in the Main Operating Account outside the ordinary course of the Debtors' business. During the existence of an Event of Default, all amounts held in the Main Operating Account or any Cash Collateral Account (other than amounts held in the Main Operating Account subject to the Liens in favor of the Adequate Protection Parties), at the election of the Agent, shall be applied as required by section 11.2(e) of the DIP Credit Agreement; provided, however, that notwithstanding the existence of an Event of Default or an acceleration of the Obligations, funds that are not subject to the first lien of the Agent shall not be transferred out of the Main Operating Account other than for ordinary course expenditures to protect and preserve the Collateral (including all documented payroll expenses (including benefits), operating expenses of the Properties, taxes, insurance premiums, ground rents with respect to the Properties, and cash management, in each case, in the ordinary course of business) and the Adequate Protection Payments; provided further, that notwithstanding the existence of an Event of Default or an acceleration of the Obligations, the Debtors may continue to use Cash Collateral so long as such Cash Collateral that is subject to the liens of the Adequate Protection Parties is applied to the Adequate Protection Obligations.

(d) General Priority of DIP Liens. Subject to the provisions above (including the liens securing the Goldman Facility Indemnity set forth in Paragraph 4 and the Adequate Protection Obligations set forth more particularly in section 8(a) below), the DIP Liens shall, subject to the provisions of the Carve-Out, be at all times senior to the rights of the Debtors, their estates, and all of their creditors, and shall at all times be senior to the rights of any successor trustee, examiner, or responsible person in these or any subsequent proceedings under the Bankruptcy Code.

(e) Perfection of Postpetition Liens. The Agent shall not be required to file financing statements, mortgages, notices of liens, or other documents in any jurisdiction or take any other action in order to validate, perfect, or establish the priority of the DIP Liens granted to them by this Order or the DIP Loan Documents. The DIP Liens granted in this Order and in the DIP Loan Documents to secure repayment of any of the Obligations are deemed perfected hereby and no further notice, filing or other act shall be required to effect such perfection. If the Lenders shall, in their sole discretion, choose to file (in accordance with the terms and conditions set forth in the DIP Loan Documents) financing statements, mortgages, or other documents or otherwise confirm perfection of such security interests, liens, and mortgages, the Lenders are authorized *134 (to the extent not prohibited by the DIP Loan Documents) to effect such filings and recordings and all such financing statements, mortgages, or similar documents shall be deemed to have been filed or recorded at the time and on the date of entry of this Order. A photocopy of this Order may, in the discretion of the Lenders, be filed with or recorded in filing or recording offices in addition to or in lieu of such financing statements, notices of lien or similar instruments, and all filing offices are directed hereby to accept such copy of this Order for filing and recording.

7. Superpriority Administrative Claim Status. The Obligations and the Debtors' use (if any) of Cash Collateral pursuant to the Carve-Out or otherwise pursuant to this Order shall constitute an administrative expense under section 364(c)(1) of the Bankruptcy Code, with priority, subject to the section 507(b) claims of the Adequate Protection Parties as set forth in paragraph 8(b) below and the provisions of the Carve-Out, over all other claims or costs or expenses of administration of the kinds specified in, or ordered pursuant to, any provision of the Bankruptcy Code (the " Superpriority Administrative Claim "), and shall at all times be senior to the rights of the Debtors or any successor trustee, examiner, or responsible person in these or any subsequent proceedings under the Bankruptcy Code. With the exception of the fees and expenses permitted by the Carve-Out, no costs or expenses of administration that have been or may be incurred in these cases, any conversion of any of these cases pursuant to sections 105 or 1112 of the Bankruptcy Code or otherwise, or in any other future proceedings related hereto, and no priority claims, are or will be prior to or on a parity with any claim of the Lenders against the Debtors arising out of loans and extensions of credit or other financial accommodations made by the Lenders to the Debtors.

8. Use of Cash Collateral and Adequate Protection Parties. Holders of claims against any of the Debtors, which claims are secured by the "Shopping Center Properties," as such term is defined in the DIP Motion, or in any other real property of a Debtor whose cash constitutes Cash Collateral and whose cash the Debtors use (such properties collectively, the " Adequate Protection Properties " and such claimholders collectively, the " Adequate Protection Parties "), are entitled, pursuant to sections 361 and 363(e) of the Bankruptcy Code, to adequate protection of their interests in their respective prepetition collateral including the Cash Collateral (collectively, the "Prepetition Collateral "), for and equal in amount to the aggregate diminution in the value of the Adequate Protection Parties' interest in the Prepetition Collateral as may be determined by the Court (the " Aggregate Value Diminution "). Pursuant to the terms and conditions of this Order and the DIP Loan Documents, each Debtor is authorized to use all Cash Collateral, wherever it may be located and regardless of whether it is in an account controlled by any Adequate Protection Party. All Adequate Protection Parties are ordered to relinquish control over all Cash Collateral to the Debtors and shall not interfere with any effort by the Debtors or their banks to redirect Cash Collateral to the Main Operating Account. As adequate protection, the applicable Adequate Protection Parties are hereby granted the following (collectively, the " Adequate Protection Obligations "):

(a) Adequate Protection Liens. Each applicable Adequate Protection Party is hereby granted (effective and perfected upon the date of this Order and without the necessity of execution by the Debtors *135 of mortgages, security agreements, pledge agreements, financing statements or other agreements) (i) a continuing, valid, binding, enforceable, and automatically perfected postpetition first-priority security interest in, and lien on (A) the Intercompany Claims (as defined in the DIP Motion) that its respective Debtor receives on account of the net cash that flows into the Debtors' centralized Cash Management System and (B) the Main Operating Account (the " Adequate Protection First Liens ") and (ii) upon the repayment in full of the Goldman Indebtedness pursuant to Paragraph 4 of this Order, a second-priority lien on the properties currently securing the Prepetition Goldman Facility (the " Adequate Protection Second Liens "), which liens shall be junior to (a) the DIP Liens and (b) the Goldman Facility Indemnity Lien, in each case of (A) and (B) above, in an amount equal to the lesser of (x) the Aggregate Value Diminution (after taking into account the value of the Prepetition Collateral) and (y) the postpetition net positive balance of the Intercompany Claim of the Debtor whose property constitutes Prepetition Collateral of the Adequate Protection Party (the Adequate Protection First Liens and the Adequate Protection Second Liens granted to each Adequate Protection Party pursuant to this paragraph, collectively, the " Adequate Protection Liens "); provided, however, that the Adequate Protection Liens shall be subject and subordinate only to any liens on the Collateral that are senior to, or pari passu with, the Prepetition Liens and the Carve-Out, and provided further, however, that notwithstanding the above, the Adequate Protection Second Liens shall be subject and subordinate to the DIP Liens and the Goldman Facility Indemnity Lien. Whether or not payments on account of the Adequate Protection Obligations are made, the holders of the Adequate Protection Second Liens shall not be entitled to exercise any rights or remedies with respect to the Adequate Protection Second Liens until the Obligations have been paid in full in cash or converted to equity and/or post reorganization debt in the manner contemplated by the DIP Credit Agreement. Notwithstanding anything set forth herein, until the DIP Obligations are paid in full, the Debtors shall not use the Collateral or the sale proceeds thereof to pay the Adequate Protection Obligations. The Adequate Protection Liens of holders of M & M Liens shall secure only interest that may accrue under applicable law on account of the claims secured by such M & M Liens.

(b) Section 507(b) Claims of Adequate Protection Parties. The applicable Adequate Protection Parties are hereby granted, subject to the payment of the Carve-Out, allowed superpriority claims as and to the extent provided for in sections 503(b) and 507(b) of the Bankruptcy Code, senior to the claims under section 364(c)(1) of the Bankruptcy Code held by the Lenders.

(c) Interest; Operation of Properties. As adequate protection, and prior to acceleration of the Term Loan, except as provided in Paragraph 6(c) hereof: (i) each applicable Adequate Protection Party shall continue to receive from the Debtors current payment of interest (whether attributable to interest owed prepetition or postpetition) at the non-default contract rate set forth in such Adequate Protection Party's respective credit documentation (the " Adequate Protection Payments "); provided, however, that: (i) the Debtors expressly reserve all rights in respect of the application of such payments to a respective Adequate Protection Party's claim pursuant to section 506 of the Bankruptcy Code or otherwise; (ii) the Debtors will continue to operate the respective Adequate Protection Properties in the ordinary course of business and pay in the *136 ordinary course of business the necessary postpetition costs and expenses of operating and maintaining the Adequate Protection Properties; and (iii) the Debtors shall pay the prepetition and postpetition property taxes relating to the Adequate Protection Properties.

(d) Lease and REA Related Obligations. As additional adequate protection, each Debtor and Adequate Protection Party shall comply with the terms of the Final Order Approving Debtors' Motion to (I) Honor Tenant Obligations and (II) Authorize Financial Institutions to Honor Related Checks and Transfers entered substantially contemporaneously herewith.

(e) Financial Reporting. As additional adequate protection, the Debtors shall provide to each Adequate Protection Party and the holder of each Prepetition Lien secured by any Negative Pledge Property (the " Mezzanine Lenders ") (provided that the Mezzanine Lenders shall not be construed as Adequate Protection Parties for the purposes of this Order) (i) such financial reporting as was required prepetition under each Adequate Protection Party's first mortgage document(s) as the same were in place at origination of the related loans (without giving effect to any reporting obligations required following an event of default under such documents) and (ii) a monthly summary of the cash balance in the Main Operating Account and a monthly summary of the Intercompany Claims then outstanding; provided, that in instances where such documents require the Debtors to provide audited financial statements for the property owning entity, the Debtors will provide unaudited information. Any financial reports provided by the Debtors pursuant to this paragraph 8(e) shall be simultaneously provided to counsel to the Lenders and counsel to the Creditors' Committee.

9. Carve-Out. The DIP Liens, the Adequate Protection Liens, and the Superpriority Administrative Claim shall be subject to: (i) any unpaid fees due to the United States Trustee pursuant to section 1930 of title 28 of the United States Code or otherwise and any fees due to the Clerk of the Court of the United States Bankruptcy Court for the Southern District of New York; (ii) all reasonable fees and expenses incurred by a trustee under section 726(b) of the Bankruptcy Code in an amount not exceeding $500,000 (the " Chapter 7 Carve-Out"); (iii) the reasonable expenses of members of any statutory committee (excluding fees and expenses of professional persons employed by such committee members individually); (iv) to the extent allowed at any time, all unpaid fees and expenses allowed by the Bankruptcy Court of professionals or professional firms retained pursuant to section 327 or 1103 of the Bankruptcy Code (the " Professional Persons ") through the date of the acceleration of the maturity of the Term Loan; and (v) after the date of acceleration of the maturity of the Term Loan, to the extent allowed at any time, the payment of the fees and expenses of Professional Persons in an aggregate amount not to exceed $25 million minus the Chapter 7 Carve-Out (plus the amounts specified in items (i) through (iv) hereof) (the amount of all such permitted uses being defined herein as the " Carve-Out "). The Carve-Out shall exclude any fees and expenses incurred in connection with (a) any action or inaction that is in violation of or a default under any of the DIP Documents or this Order or (b) the assertion or joinder in any claim, counterclaim, action, proceeding, application, motion, objection, defenses or other contested matter, the purpose of which is to seek any order, judgment, determination or similar relief (x) invalidating, setting aside, avoiding, or subordinating, in whole or in *137 part, (i) the Obligations, (ii) the DIP Liens, or (iii) any of the Agent's or Lenders' rights under the DIP Documents or (y) preventing, hindering, or delaying, whether directly or indirectly, the Agent's or Lenders' assertion or enforcement of the DIP Liens or realization upon any Collateral.

10. Authorization to Use Proceeds of DIP Loan Documents. To the extent that the Lenders make advances or extend credit under this Order and the DIP Credit Agreement, the Debtors shall use such loans, and shall otherwise use their Cash Collateral and other assets, solely in a manner that is consistent with the terms of this Order and the DIP Loan Documents. So long as the Term Loan has not been accelerated, the Debtors are hereby authorized to use any cash proceeds of the Collateral as provided in this Order and the DIP Loan Documents.

11. Limitations on the Use of Proceeds. No proceeds of loans or other financial accommodations made by the Lenders hereunder, and no Cash Collateral (including the Carve-Out), may be used to compensate services rendered or expenses incurred in connection with, directly or indirectly, (i) the modification, stay, or amendment of this Order without the consent of the Lenders or (ii) a violation, breach, or default of this Order or any of the DIP Documents, including, without limitation, any claim or action the purpose of which is to seek or the result of which would be to obtain any relief (a) invalidating, setting aside, avoiding, or subordinating, in whole or in part, any of the Obligations or the DIP Liens in the Collateral or (b) preventing, hindering, or otherwise delaying, whether directly or indirectly, the Lenders' or the Agent's assertion, enforcement, or realization upon any Collateral as permitted by this Order or such documents.

12. Sale of the Collateral and Resulting Proceeds. Any proceeds of the sale, lease, or other disposition of the Collateral shall be applied in the manner consistent with this Order and the terms of the DIP Loan Documents, and the Debtors hereby irrevocably waive any right to direct the manner or application of any payments to the Lenders or any other receipts by the Lenders of proceeds of the Collateral contrary to the provisions of the DIP Loan Documents. The Debtors may not sell any Collateral unless the proceeds of the sale of the Collateral are applied in accordance with the terms of the DIP Credit Agreement.

13. Enforcement of Remedies.

(a) Upon an Event of Default or the occurrence of the Maturity Date, the Lenders shall have the right to demand immediate payment in full in cash of all of the non-contingent Obligations. In the absence of immediate and full payment in cash of all of the Obligations at 9:00 a.m. (New York time) on the fifth (5th) Business Day after the date on which the Agent shall have given written notice (by facsimile or otherwise) to the Debtors and their counsel, counsel of record for the Creditors' Committee, the parties listed on the Adequate Protection Exhibit (as may be amended or supplemented in accordance with Paragraph 17(j) herein) (the " Order Amendment Notice Parties ") and the United States Trustee of the Agent's intention to exercise and enforce the rights granted to the Lenders under the DIP Documents, this Order, and applicable law, the automatic stay is hereby deemed vacated, and the Agent shall be permitted to exercise such rights and remedies under such agreements, documents, and applicable law as to all or such part of the Collateral as the Agent shall, in its sole discretion, elect, including, but not limited to, the Agent's right to foreclose on the mortgages *138 placed on the Primary Properties under this Order and the DIP Loan Documents. Upon such enforcement by the Agent, the Debtors shall cooperate with the Agent in the disposition of the Collateral and shall not otherwise interfere or actively encourage others to interfere with the Agent's enforcement of its rights.

(b) Upon receipt of written notice by counsel to the Debtors and counsel to the Creditors' Committee of an Event of Default of any of the Debtors' Obligations, the Lenders and/or the Agent, as applicable, may immediately charge interest at the Default Rate set forth in the DIP Credit Agreement.

14. Enforcement of Remedies in the Bankruptcy Court. In addition to the remedies set forth in the DIP Loan Documents and to provide for an orderly disposition of the Collateral, upon an occurrence and during the continuation of an Event of Default and written request by the Agent to counsel to the Debtors (with a copy delivered simultaneously to counsel to the Creditors' Committee), the Debtors shall, at the sole expense of the Debtors' bankruptcy estates and on such terms as set forth by the Agent, file: (i) a motion or motions seeking to sell, assume and assign, or otherwise dispose of any or all of the Collateral as the Agent may direct pursuant to sections 363 and 365 of the Bankruptcy Code; and (ii) any further motions necessary to maximize the value received from the sale or disposition of the Collateral, including, but not limited to, motions to retain any additional professionals to assist the Debtors in the sale of the Collateral. The Debtors shall file any such motions within five (5) Business Days after the Agent's request and shall diligently prosecute all such motions. If the Debtors fail to so file or diligently pursue such motions, the Agent may file and prosecute such motions in the name of and at the expense of the Debtors, and the Agent is hereby specifically given such authority and standing. In the event of any sale or disposition of the Collateral in accordance with this paragraph or otherwise, the Agent shall have the right to credit bid any or all of the Obligations under section 363(k) of the Bankruptcy Code.

15. Reliance by Lender. The Debtors shall not seek to modify, vacate, or amend this Order without the written consent of the Agent. If any or all of the provisions of this Order are hereafter modified, vacated, or stayed by subsequent order of this or any other Court, such stay, modification, or vacation shall not affect the validity of any debt to the Lenders incurred pursuant to this Order or the DIP Documents prior to the later of (i) the effective date of such stay, modification, or vacation and (ii) receipt of written notice thereof by counsel to the Agent at the addresses set forth in section 15.7 of the DIP Credit Agreement (the " Effective Time "), or otherwise affect the validity and enforceability of any DIP Lien or priority authorized hereby. Notwithstanding any such stay, modification, or vacation, any advances of funds made pursuant to this Order by the Lenders to or for the benefit of the Debtors prior to the Effective Time shall be governed in all respects by the original provisions of this Order.

16. Good Faith. The Court has considered and determined the matters addressed in this Order pursuant to its power under section 364(c) of the Bankruptcy Code to authorize the Debtors to obtain credit and other financial accommodations on the terms agreed to by and between the Debtors and the Lenders and as set forth in this Order, the DIP Credit Agreement, and the other DIP Documents, and thus, each of the terms and conditions of the DIP Documents, as part of an authorization under such section, is subject to the *139 protections contained in section 364(e) of the Bankruptcy Code.

17. Miscellaneous.

(a) Section 364 Waiver. In consideration of the financing and other accommodations made available pursuant hereto, the Debtors irrevocably waive any right to: (i) grant or impose, or request that the Court grant or impose, under section 364 of the Bankruptcy Code or otherwise, liens, security interests, or mortgages on any property, equal or superior to the priority of the DIP Liens, except as provided under the Carve-Out and the DIP Loan Documents (including the Adequate Protection Obligations); and (ii) seek authority to use Cash Collateral as defined in section 363 of the Bankruptcy Code other than as permitted by this Order, the DIP Credit Agreement, and the other DIP Loan Documents. Upon the acceleration of the Term Loans, the Debtors' right to use Cash Collateral shall permanently cease and all such Cash Collateral shall be applied solely to the Obligations. Such waiver shall be binding upon any successor trustee, examiner, or responsible person in these or any subsequent proceedings under the Bankruptcy Code.

(b) Modification of the Automatic Stay. The automatic stay provisions of section 362 of the Bankruptcy Code are hereby modified as to the Agent to the extent necessary to permit the Agent to implement the provisions of this Order and the DIP Documents, thereby permitting the Agent, inter alia, (i) to receive and apply collections, payments, or proceeds of Collateral, (ii) to file any financing statements or other instruments and documents, if any, evidencing its security interests in and liens and mortgages on the Collateral, in each case, to the extent permitted by, and in accordance with, the DIP Loan Documents; (iii) to charge any fees and interest accruing under the DIP Loan Documents, and (iv) to take any or all of the actions permitted by the DIP Documents and this Order upon an Event of a Default or following acceleration of the Term Loan ( provided, however, the Agent shall comply with the notice requirements of Rule 4001-2 of the Local Rules of Bankruptcy Procedure for the Southern District of New York).

(c) Prohibition of Alterations to Lenders Rights Under the DIP Documents. The DIP Liens and rights, remedies, and benefits granted to the Agent pursuant to this Order and the DIP Documents shall not be modified, altered, or impaired in any manner by any plan of reorganization or order of confirmation for any of the Debtors, or by any other financings of, extensions of credit to, or incurring of debt by any of the Debtors, whether pursuant to sections 363 or 364 of the Bankruptcy Code, or otherwise, or by any other order of this Court. In connection therewith, no order (i) converting the chapter 11 case of any of the Major Entities under sections 105 or 1112 of the Bankruptcy Code or otherwise shall be entered unless such order expressly provides, prior to any other relief set forth therein, for the final payment in full in cash of all of the non-contingent Obligations and treatment of the contingent Obligations in accordance with the provisions the DIP Credit Agreement, unless such Debtor would cease to be a Major Entity upon giving effect to transactions permitted under Section 9.8 of the DIP Credit Agreement, provided that any mandatory prepayments required under Section 3.3 of the DIP Credit Agreement shall occur substantially contemporaneously with or prior to such dismissal; or (ii) confirming any plan in any of the Major Entities' chapter 11 cases shall be entered unless such order and such plan provides for the final payment in full in cash of all the non-contingent Obligations *140 and treatment of contingent Obligations in accordance with the provisions of the DIP Loan Documents on or before the effective date of such plan or, as of such time, the conversion of certain Obligations to equity and/or post reorganization indebtedness in the manner contemplated by the DIP Credit Agreement. The DIP Credit Agreement and the other DIP Documents are, to the extent applicable, hereby assumed, and none of such agreements may be rejected, abrogated, or disaffirmed in these or any subsequent proceedings under the Bankruptcy Code, including the conversion of any of these cases.

(d) Prohibitions In the Event of Dismissal of Any of the Cases. Except to the extent provided in the DIP Loan Documents, the Debtors shall not seek dismissal of any of the chapter 11 cases of the Major Entities unless and until all of the non-contingent Obligations shall have been finally paid in full in cash or, as of such time, converted to equity and/or post reorganization indebtedness in accordance with the provisions of, and in the manner contemplated by, the DIP Credit Agreement, unless such Debtor would cease to be a Major Entity upon giving effect to transactions permitted under Section 9.8 of the DIP Credit Agreement; provided that any mandatory prepayments required under Section 3.3 of the DIP Credit Agreement shall occur substantially contemporaneously with or prior to such dismissal. If an order dismissing any of the cases of the Debtors under section 1112 of the Bankruptcy Code or otherwise is at any time entered: (i) the priority claims and DIP Liens granted to the Agent pursuant to this Order and the DIP Loan Documents in the Collateral of such Debtor shall continue in full force and effect and shall maintain their priorities as provided in this Order until the Obligations shall have been finally paid in full in cash, or converted to equity in the manner contemplated by the DIP Credit Agreement; (ii) this Court shall retain jurisdiction, notwithstanding such dismissal, for purposes of interpreting this Order; and (iii) such order shall not modify the rights granted to the Lenders pursuant to this paragraph.

(e) Section 506(c) Waiver. No costs or expenses of administration shall be imposed against the Agent or the Lenders, the Obligations, or the Collateral in respect of the DIP Loan Documents under section 506(c) of the Bankruptcy Code or otherwise, and no action or inaction on the part of the Agent or the Lenders shall be deemed to constitute a consent to such surcharge.

(f) Section 552(b) Waiver. The Agent and Lenders shall be entitled to all of the rights and benefits of section 552(b) of the Bankruptcy Code, and the "equities of the case" exception under section 552(b) of the Bankruptcy Code shall not apply to the Agent and the Lenders with respect to proceeds, product, offspring or profits of any of the Collateral.

(g) No Marshaling. The Agent and the Lenders shall not be subject to the equitable doctrine of "marshaling" or any other similar doctrine with respect to any of the Collateral.

(h) Amendment. The Debtors and the Agent may amend or waive any provision of the DIP Documents without the need for further approval from this Court provided that: (i) the DIP Documents, as so modified, are not materially different from the DIP Documents approved in this Order; (ii) notice of all amendments to the DIP Documents are filed with the Court; and (iii) notice of all amendments to the DIP Documents (other than those that are ministerial or technical and do not adversely affect the Debtors) is provided five (5) Business Days' in advance to counsel to the Creditors' Committee (the " Amendment *141 Notice Period "), all parties requesting notice in these cases, the Order Amendment Notice Parties, and the United States Trustee; provided, however, that if the Creditors' Committee notifies the Debtors and the Agent that it objects to such an amendment within the Amendment Notice Period, such amendment shall not become effective absent entry of an Order of the Court authorizing such amendment unless such objection is resolved or withdrawn.

(i) Amendment of Organic Documents. Each Debtor shall, and shall cause each applicable entity that it controls to, implement any necessary amendment to its certificate of incorporation, bylaws or comparable governing documents such that ownership of (1) any equity securities issued in connection with the provisions of the DIP Documents (including the conversion of all or a portion of the Term Loan, any accrued and unpaid interest, and the Exit Fee into equity and/or post reorganization indebtedness into equity under the terms therein) and (2) any other equity securities received in respect of pre-petition securities of the Debtors owned by the Lenders will not, in any case, (A) violate any applicable limitations on ownership, and (B) have any adverse consequences under any provisions in such governing documents or any shareholder rights plan or similar arrangements.

(j) Amendment of Adequate Protection Party Exhibit. The Adequate Protection Party Exhibit filed as an exhibit to the Debtors' Reply, dated May 6, 2009, may be amended, provided that such exhibit, as so amended, shall be served within two (2) business days therefrom on (a) the U.S. Trustee, (b) the Adequate Protection Parties, (c) the Creditors' Committee, and (d) the Lenders. To the extent the Debtors are required to make any Adequate Protection Payments to any Adequate Protection Party, the Debtors shall rely on the contact and/or payment information contained in the Adequate Protection Party Exhibit. Any Adequate Protection Party who wishes to revise the contact information contained in the Adequate Protection Party Exhibit shall notify the Debtors in writing of such change and, to the extent one Adequate Protection Party seeks to replace another, such Adequate Protection Party shall also provide notice to the Adequate Protection Party to be replaced (the " Replacement Notice ") which Replacement Notice shall be countersigned by the Adequate Protection Party to be replaced or such other arrangement as the Debtors may determine in their sole discretion shall be acceptable to evidence the replacement of the applicable Adequate Protection Party.

(k) Reimbursement of Costs and Expenses. The Agent and Lenders shall be promptly reimbursed by the Debtors without further motion to, hearing by, or order of this Court for all reasonable out-of-pocket costs and expenses (including, without limitation, all filing and recording fees, attorneys' and paralegals' fees and expenses, and out-of-pocket expenses) (the " Expense Reimbursement "), in each case, as provided for in the DIP Documents; provided, however, that the Agent shall serve, by facsimile or electronic mail, each Expense Reimbursement on the United States Trustee, counsel to the Debtors, and counsel to the Creditors' Committee (the " Expense Reimbursement Notice Parties "). If, after ten (10) Business Days after receipt by the Expense Reimbursement Notice Parties of any Expense Reimbursement, the Expense Reimbursement Notice Parties do not deliver to the Agent an objection to the reasonableness of such Expense Reimbursement, then the Debtors shall promptly pay the Agent and the Lenders such Expense Reimbursement.

*142 (l) Releases. The Debtors hereby each release and discharge the Agent, the Lenders, and their attorneys, officers, directors, affiliates, agents, and employees (the " Lender Parties ") from any and all claims and causes of action arising out of the Lender Parties' relationship with any of the Debtors in connection with, in any manner directly or indirectly, the Loan Documents, this Order, the negotiation of any of the foregoing, or any action or inaction in connection therewith or the facilities, consideration, agreements, documents, or reimbursements related to the foregoing.

(m) No Third Party Beneficiary. No party not referenced in this Order is intended to be or shall be deemed to be a third party beneficiary of the provisions of this Order or any of the DIP Documents.

(n) Action by Lenders. Any action authorized to be taken on behalf of the Lenders as a whole by the Majority Lenders or by the Agent pursuant the terms of any of the DIP Documents shall be deemed to be the action of the Lenders under this Order.

( o ) Amendment of Order. The Debtors shall, with the consent of the DIP Lenders, be entitled to amend this Order so as to make any non-substantive, non-material changes, provided that the Debtors provide counsel to the Creditors' Committee and the Order Amendment Notice Parties five (5) Business Days' notice in advance of any such amendment (the " Order Amendment Notice Period ") and the Debtors shall file such amended order with the Court; provided, further, that if the Order Amendment Notice Parties or the Creditors' Committee notify the Debtors and the Agent that it objects to such an amendment to the Order within the Order Amendment Notice Period, such amended Order shall not become effective absent entry of an Order of the Court authorizing such amendment unless such objection is resolved or withdrawn. Notice of any amendment of the Order shall be provided to all parties entitled to receive notice of such amended Order.

(p) Order Controlling. To the extent any terms of this Order are inconsistent with the terms set forth in the DIP Documents, the terms of this Order shall control.

18. Limitations on Liens. Notwithstanding anything in this Order, (including clause (viii) in the first paragraph of Paragraph 6 above), any order authorizing use of cash collateral entered prior to the date hereof, any Order entered approving the operation of the Debtors' cash management system (including docket #43), the DIP Credit Agreement and related documents to the contrary, the Debtors are not authorized to use distributions on account of the direct or indirect equity interests in GGP Ivanhoe, Inc., or its subsidiaries, including cash dividends, the equity interests, or any proceeds of the foregoing, to the extent subject to the lien of Ivanhoe Capital LP and nothing herein or in the other Orders and documents referred to above shall be deemed to authorize or grant a lien or security interest to, or encumbrance in favor of, any party in or on any of such property or any of the proceeds thereof or to eliminate, modify, subordinate or cut off any lien or security interest Ivanhoe Capital LP would otherwise have, if any, in such property or proceeds. The foregoing shall not prejudice the right of the Debtors and Ivanhoe Capital LP to seek further relief from the Court after notice to each other nor prevent GGP Limited Partnership or the any of the Debtors from using Ivanhoe Capital LP's cash collateral upon consent by Ivanhoe Capital LP.

19. Immediate Effectiveness. Notwithstanding Bankruptcy Rules 6004(h), *143 6006(d), 7062, or 9014 or any other Bankruptcy Rule, or Rule 62(a) of the Federal Rules of Civil Procedure, this Order shall be valid and fully effective immediately upon its entry, and, upon such entry, shall be binding upon and inure to the benefit of the Agent, the Lenders, the Debtors, their estates, and their respective successors and assigns (including, without limitation, any trustee, examiner, or responsible person hereinafter appointed as a representative of any of the estates in these or any subsequent proceedings under the Bankruptcy Code), and the terms and provisions of this Order as well as the liens, security interests, and mortgages and other terms of the DIP Credit Agreement and the other DIP Documents shall continue in these proceedings and any superseding proceedings under the Bankruptcy Code, and such liens, security interests, and mortgages shall maintain their priority as provided by this Order, until satisfied and discharged. This Order likewise shall be immediately binding and effective on the terms set forth above with respect to any other debtor that shall become part of the Case upon the filing of a bankruptcy petition or entry of the order for relief for such debtor, and, at such time, such debtor shall be deemed party to all of the DIP Documents; provided, however, that with respect to such subsequent debtor, subject to (x) the right of any party in interest to move, within 20 days after the date on which such subsequent debtor files its bankruptcy petition, to restrict the application of this Order to the subsequent debtor's case and (y) the Debtors' rights to object to such relief.

20. Notice. The Debtors shall, within three (3) Business Days, serve by mail a copy of this Order on the Notice Parties and any other persons which the Debtors know are entitled to notice under Bankruptcy Rule 4001(c). Any notice herein that is required to be provided to the Lenders or the Agent shall be provided to the following address:

David M. Feldman

Matthew J. Williams

GIBSON, DUNN & CRUTCHER LLP

New York Office:

200 Park Avenue

New York, New York XXXXX-XXXX

Telephone: (212) 351-4000

dfeldman@gibsondunn.com

mjwilliams@gibsondunn.com

EXHIBIT 1

EXHIBIT 1

DIP CREDIT AGREEMENT

*144 SENIOR SECURED DEBTOR IN POSSESSION CREDIT, SECURITY AND GUARANTY AGREEMENT

dated as of_, 2009

among

THE ENTITIES FROM TIME TO TIME PARTY HERETO AS LENDERS, as the Lenders,

UBS SECURITIES LLC,

as the Lead Arranger,

UBS AG, STAMFORD BRANCH,

as the Agent,

GENERAL GROWTH PROPERTIES, INC. and GGP LIMITED PARTNERSHIP,

as the Borrowers,

and

THE ENTITIES FROM TIME TO TIME PARTY HERETO AS GUARANTORS,

as the Guarantors

*145

TABLE OF CONTENTS

Page

ARTICLE 1 INTERPRETATION OF THIS AGREEMENT................................................ 1

Section 1.1 Definitions.......................................................... 1

Section 1.2 Accounting Terms.................................................... 23

Section 1.3 Interpretive Provisions............................................. 23

ARTICLE 2 TERM LOAN; INTEREST AND FEES................................................... 24

Section 2.1 Total Facility...................................................... 24

Section 2.2 Term Loan........................................................... 24

Section 2.3 Interest............................................................ 25

Section 2.4 Exit Fees........................................................... 26

Section 2.5 Interest Limitation................................................. 26

Section 2.6 Agent's Fee......................................................... 26

ARTICLE 3 PAYMENTS AND PREPAYMENTS....................................................... 27

Section 3.1 Term Loan........................................................... 27

Section 3.2 Optional Prepayment of the Term Loan................................ 27

Section 3.3 Mandatory Prepayments of the Term Loan.............................. 27

Section 3.4 Payments by the Borrowers........................................... 29

Section 3.5 Apportionment, Application, and Reversal of Payments................ 29

Section 3.6 Indemnity for Returned Payments..................................... 30

Section 3.7 The Agent's Books and Records....................................... 30

ARTICLE 4 CASH COLLATERAL ACCOUNTS....................................................... 30

Section 4.1 Cash Collateral Accounts............................................ 30

ARTICLE 5 TAXES, YIELD PROTECTION, AND ILLEGALITY........................................ 32

Section 5.1 Taxes............................................................... 32

Section 5.2 Increased Costs and Reduction of Return............................. 33

Section 5.3 Certificates of Lenders............................................. 33

Section 5.4 Replacement of Lenders.............................................. 34

Section 5.5 Survival............................................................ 34

ARTICLE 6 COLLATERAL..................................................................... 34

Section 6.1 Grant of Security Interest.......................................... 34

Section 6.2 Perfection and Protection of Security Interest...................... 36

Section 6.3 Delivery of Mortgages............................................... 37

Section 6.4 Title to, Liens on, and Use of Collateral........................... 37

*146

Section 6.5 Access and Examination; Confidentiality............................. 38

Section 6.6 Documents, Instruments, and Chattel Paper........................... 39

Section 6.7 Right to Cure....................................................... 39

Section 6.8 Power of Attorney................................................... 39

Section 6.9 The Agent's and Lenders' Rights, Duties, and Liabilities............ 39

Section 6.10 Site Visits, Observations, and Testing.............................. 40

Section 6.11 Joinder of Subsidiaries............................................. 40

Section 6.12 Voting Rights, etc. in Respect of Investment Property............... 41

Section 6.13 Remedies............................................................ 42

ARTICLE 7 BOOKS AND RECORDS, FINANCIAL INFORMATION, NOTICES.............................. 42

Section 7.1 Books and Records................................................... 42

Section 7.2 Financial Information............................................... 42

Section 7.3 Notices to the Agent................................................ 46

ARTICLE 8 GENERAL WARRANTIES AND REPRESENTATIONS......................................... 48

Section 8.1 Authorization, Validity, and Enforceability of this

Agreement and the Loan Documents; No Conflicts...................... 48

Section 8.2 Validity and Priority of Security Interest; Administrative

Priority............................................................ 48

Section 8.3 Corporate Name; Prior Transactions.................................. 49

Section 8.4 Capitalization; Subsidiaries........................................ 49

Section 8.5 Material Agreements................................................. 49

Section 8.6 Proprietary Rights.................................................. 50

Section 8.7 Litigation.......................................................... 50

Section 8.8 Labor Disputes...................................................... 50

Section 8.9 Environmental Laws.................................................. 50

Section 8.10 No Violation of Law................................................. 51

Section 8.11 ERISA Compliance.................................................... 51

Section 8.12 Taxes............................................................... 52

Section 8.13 Regulated Entities.................................................. 52

Section 8.14 Use of Proceeds..................................................... 52

Section 8.15 Full Disclosure..................................................... 52

Section 8.16 Bank Accounts....................................................... 52

Section 8.17 Governmental Authorization.......................................... 53

Section 8.18 First Lien Properties............................................... 53

Section 8.19 Prior Lien Debt..................................................... 53

Section 8.20 Leases.............................................................. 54

*147

Section 8.21 Title............................................................... 54

Section 8.22 Physical Condition.................................................. 54

Section 8.23 Management.......................................................... 54

Section 8.24 Condemnation........................................................ 54

Section 8.25 Utilities and Public Access ........................................ 54

Section 8.26 Separate Lots....................................................... 55

Section 8.27 Permits, Certificate of Occupancy................................... 55

Section 8.28 Ground Leased Property.............................................. 55

Section 8.29 Embargoed Person.................................................... 55

Section 8.30 Compliance with Anti-Terrorism, Embargo, Sanctions and

Anti-Money Laundering Laws.......................................... 56

ARTICLE 9 AFFIRMATIVE AND NEGATIVE COVENANTS............................................. 56

Section 9.1 Existence and Good Standing......................................... 56

Section 9.2 Compliance with Law and Agreements, Maintenance of

Licenses............................................................ 56

Section 9.3 Insurance........................................................... 57

Section 9.4 Casualty and Condemnation........................................... 57

Section 9.5 Covenants with Respect to REA....................................... 58

Section 9.6 Environmental Laws.................................................. 59

Section 9.7 Compliance with ERISA............................................... 60

Section 9.8 Mergers, Consolidations, Sales, Acquisitions........................ 60

Section 9.9 Transactions with Affiliates........................................ 62

Section 9.10 Business Conducted.................................................. 64

Section 9.11 Debt; Liens; No Negative Pledge..................................... 64

Section 9.12 New Subsidiaries.................................................... 67

Section 9.13 Use of Proceeds..................................................... 67

Section 9.14 Investments......................................................... 67

Section 9.15 Case Matters........................................................ 68

Section 9.16 No Amendments or Advances of Prior Lien Debt........................ 70

Section 9.17 Maintenance of Property; Compliance with Legal

Requirements; Parking............................................... 70

Section 9.18 Taxes and Other Claims.............................................. 70

Section 9.19 Leases.............................................................. 71

Section 9.20 Restricted Payments................................................. 72

ARTICLE 10 CONDITIONS OF LENDING......................................................... 73

Section 10.1 Conditions Precedent to Making of Initial Term Loan................. 73

*148

ARTICLE 11 DEFAULT, REMEDIES............................................................. 75

Section 11.1 Events of Default................................................... 75

Section 11.2 Remedies............................................................ 78

ARTICLE 12 GUARANTY...................................................................... 82

Section 12.1 Guaranty; Limitation of Liability................................... 82

Section 12.2 Guaranty Absolute................................................... 83

Section 12.3 Waivers and Acknowledgments......................................... 84

Section 12.4 Subrogation......................................................... 85

Section 12.5 Guaranty Supplements................................................ 86

Section 12.6 Continuing Guaranty; Assignments.................................... 86

Section 12.7 Limitation on Guaranty.............................................. 86

ARTICLE 13 AMENDMENTS; WAIVERS; PARTICIPATIONS; ASSIGNMENTS,

SUCCESSORS.................................................................. 87

Section 13.1 No Waivers; Cumulative Remedies..................................... 87

Section 13.2 Amendments and Waivers.............................................. 87

Section 13.3 Assignments; Participations......................................... 87

ARTICLE 14 THE AGENT..................................................................... 90

Section 14.1 Appointment and Authorization....................................... 90

Section 14.2 Delegation of Duties................................................ 91

Section 14.3 Liability of the Agent.............................................. 91

Section 14.4 Reliance by the Agent............................................... 92

Section 14.5 Notice of Default................................................... 92

Section 14.6 Credit Decision..................................................... 93

Section 14.7 Indemnification..................................................... 93

Section 14.8 The Agent in Individual Capacity.................................... 94

Section 14.9 Successor Agent..................................................... 94

Section 14.10 Withholding Tax..................................................... 95

Section 14.11 Collateral Matters.................................................. 96

Section 14.12 Restrictions on Actions by the Lenders; Sharing of

Payments............................................................ 97

Section 14.13 Agency for Perfection............................................... 98

Section 14.14 Payments by the Agent to the Lenders................................ 98

Section 14.15 Concerning the Collateral and the Related Loan Documents............ 98

Section 14.16 Relation Among the Lenders.......................................... 99

*149

ARTICLE 15 MISCELLANEOUS................................................................. 99

Section 15.1 Cumulative Remedies................................................. 99

Section 15.2 Severability........................................................ 99

Section 15.3 Governing Law, Choice of Forum; Service of Process, Jury

Trial Waiver........................................................ 99

Section 15.4 Waiver of Jury Trial............................................... 100

Section 15.5 Survival........................................................... 100

Section 15.6 Fees and Expenses ................................................. 101

Section 15.7 Notices............................................................ 102

Section 15.8 Waiver of Notices.................................................. 103

Section 15.9 Binding Effect..................................................... 103

Section 15.10 Indemnity of the Agent and the Lenders by the Obligors............. 103

Section 15.11 Limitation of Liability............................................ 104

Section 15.12 Final Agreement.................................................... 104

Section 15.13 Counterparts....................................................... 105

Section 15.14 Captions........................................................... 105

Section 15.15 Agency of the General Partner for the Other Obligors............... 105

Section 15.16 Patriot Act........................................................ 105

Section 15.17 Absence of Fiduciary Relationship, Affiliates; Etc................. 105

Section 15.18 Incorporation of Financing Order by Reference...................... 106

Section 15.19 Right to Publicize and Advertise................................... 106

Section 15.20 Consent of the Agent and Lenders................................... 106

Section 15.21 Lead Arranger...................................................... 107

*150

Schedules:

Schedule 1.1A — Fee Properties

Schedule 1.1B — Guarantors

Schedule 1.1C — Leased Properties

Schedule 1.1D — Primary Properties

Schedule 3.1 — Debt to Equity Conversion Schedule

Schedule 6.1 — Commercial Tort Claims

Schedule 6.3 — Delivery of Mortgages

Schedule 8.3 — Prior Names

Schedule 8.4 — Capitalization

Schedule 8.5 Material Agreements Exceptions

Schedule 8.9 — Environmental Matters

Schedule 8.11 — ERISA Matters

Schedule 8.16 — Bank Accounts

Schedule 8.17 — Governmental Authorization — Exceptions

Schedule 8.18 — First Lien Properties

Schedule 8.19-1 — Prior Lien Debt

Schedule 8.19-2 — M&M Liens

Schedule 8.20 — Current Rent Roll

Schedule 8.20-1 — A/R Report

Schedule 8.21 — Title Exception Issues

Schedule 8.22 — Physical Condition — Exceptions

Schedule 8.23 — Management

Schedule 8.25 — Utilities and Public Access — Exceptions

Schedule 8.27 — Permits — Exceptions

Schedule 8.28 — Unrecorded Ground Leases

Schedule 9.3 — Insurance

Schedule 9.8 — Property Dispositions

Schedule 9.13 — Use of Proceeds — Debt

Exhibits:

Exhibit A — Form of Continuation Notice

Exhibit B — Form of Financing Order

Exhibit C — Form of Funding Notice

Exhibit D — Form of Term Note

Exhibit E — Form of Compliance Certificate

Exhibit F — Form of Subordination, Non-Disturbance and Attornment Agreement

Exhibit G — [Intentionally Omitted]

Exhibit H — Form of Guaranty Supplement

Exhibit I-1 — Form of Mortgage

Exhibit I-2 — Form of Deed of Trust

Exhibit J-1 — Form of Legal Opinion of Ronald L. Gern and Jeffrey Palkovitz

Exhibit J-2 — Form of Legal Opinion of Weil, Gotshal & Manges LLP

Exhibit K-1 — Form of Deed of Trust Subordination Agreement

Exhibit K-2 — Form of Mortgage Subordination Agreement

*151 SENIOR SECURED DEBTOR IN POSSESSION CREDIT, SECURITY AND GUARANTY AGREEMENT

This Senior Secured Debtor in Possession Credit, Security and Guaranty Agreement, dated as of May [__], 2009, is made and entered into by and among the entities parties hereto as Lenders (as defined herein) from time to time, UBS AG, STAMFORD BRANCH, as administrative agent for the Lenders, GENERAL GROWTH PROPERTIES, INC., a Delaware corporation, as a co-Borrower, GGP LIMITED PARTNERSHIP, a Delaware limited partnership, as a co-Borrower, and the Subsidiaries of General Growth Properties, Inc. from time to time parties hereto as Guarantors (as defined herein).

WITNESSETH

A. On April 16, 2009 (the "Petition Date"), the Borrowers and certain of the Guarantors filed with the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court") voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq., and have continued in the possession of their assets pursuant to Sections 1107 and 1108 thereof. Each of the Guarantors is a Subsidiary of the Borrowers.

B. The Borrowers have requested that the Lenders make a post-petition term loan (the "Term Loan") to the Borrowers consisting of a debtor-in-possession credit facility in an aggregate principal amount not to exceed $400,000,000, subject to this Agreement and, if and when entered, the Financing Order (as defined herein).

C. The Lenders are severally, and not jointly, willing to extend such credit to the Borrowers under this Agreement upon the terms and subject to the conditions set forth in this Agreement and the Financing Order.

NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth in this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Lenders, the Agent (as defined herein), the Borrowers and the Guarantors hereby agree as follows.

ARTICLE 1

INTERPRETATION OF THIS AGREEMENT

Section 1.1 Definitions. Capitalized terms wherever used in this Agreement shall have the following respective meanings.

"Account" means "accounts," as defined in the UCC, and any other rights to payment for the sale or lease of goods or rendition of services, whether or not they have been earned by performance, and "Accounts" means all of the foregoing.

"Additional Lender Amounts" has the meaning specified in Section 5.2.

*152 "Affiliate" means, as to any Person (the "subject Person"), any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, the subject Person or which owns, directly or indirectly, 15.0% or more of the outstanding equity interests of the subject Person. A Person shall be deemed to control another Person if the controlling Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other Person, whether through the ownership of voting securities, by contract, or otherwise. Notwithstanding the foregoing, none of the Agent, the Lenders or any controlled Affiliate of the foregoing shall be Affiliates of any Obligor for any purpose of the Loan Documents.

"Affiliate Investments" has the meaning specified in Section 9.9.

"Agent" means UBS AG, Stamford Branch, solely in its capacity as administrative agent for the Lenders, and any successor agent. References herein to "Agent" shall include each Person (if any) performing the duties of the Agent in accordance with Section 14.2.

"Agent's Liens" means the Liens in the Collateral granted to the Agent, for the benefit of the Lenders and the Agent, pursuant to this Agreement and the other Loan Documents.

"Agent-Related Persons" means the Agent, together with its Affiliates, and the officers, directors, employees, agents, sub-agents and attorneys-in-fact of the Agent and its Affiliates.

"Agreement" means this Senior Secured Debtor in Possession Credit, Security and Guaranty Agreement.

"A/R Report" has the meaning specified in Section 8.20(b).

"Assignee" has the meaning specified in Section 13.3(a).

"Assignment and Acceptance" has the meaning specified in Section 13.3(a).

"Automatic Stay" means the automatic stay imposed under Section 362 of the Bankruptcy Code.

"Bankruptcy Code" means Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq., and each successor statute thereto.

"Bankruptcy Court" has the meaning specified in Recital A of this Agreement.

"Bankruptcy Rules" means the Federal Rules of Bankruptcy Procedure, applicable to the Case.

"Borrowers" means the General Partner, as debtor and debtor in possession in the Case and GGPLP, as debtor and debtor in possession in the Case and the respective successors and assigns thereof, including, without limitation, any trustee in bankruptcy with respect thereto.

*153 "Borrowing" means the borrowing hereunder consisting of the Term Loan made on the same date by the Lenders to the Borrowers.

"Breakage Costs" has the meaning specified in Section 3.4(c).

"Breakage Prepayment Account" has the meaning specified in Section 3.3(c).

"Business Day" means any day that is not a Saturday, Sunday, or a day on which banks in Chicago, Illinois or New York, New York are required or permitted to be closed; provided, however, that when used in connection with a LIBOR Rate determination in respect of the Term Loan, the term "Business Day" also shall exclude any day on which banks in London, England are not open for dealing in deposits of Dollars in the London interbank market.

"Capital Adequacy Regulation" means any guideline, request, or directive of any central bank or other Governmental Authority, or any other law, rule, or regulation, whether or not having the force of law, in each case, regarding capital adequacy of any bank or of any corporation controlling a bank.

"Capital Lease" means, with respect to any Person, any lease of property which, in accordance with GAAP, should be reflected as a capital lease on a balance sheet of such Person.

"Capital Stock" means any and all corporate stock, units, shares, partnership interests, membership interests, equity interests, rights, securities, or other equivalent evidences of ownership (however designated) issued by any Person.

"Carve-Out" has the meaning specified in the Financing Order.

"Case" means the jointly administered Chapter 11 case captioned In Re: General Growth Properties, Inc., et al., Case No. 09-11977 (ALG) arising upon the filing by certain of the Debtors of voluntary petitions for relief with the Bankruptcy Court on the Petition Date.

"Cash Collateral Account" means, in respect of the Obligors (a) one or more deposit accounts maintained with U.S. Bank National Association or another Eligible Institution in accordance with this Agreement and (b) the Main Operating Account, which deposit accounts shall contain amounts transferred thereto in accordance with this Agreement and the other Loan Documents and, in the case of each of the foregoing clauses (a) and (b), with respect to which the Agent shall have a perfected Agent's Lien as security for the payment and performance of the Obligations by virtue of, and having the priority set forth in, the Financing Order.

"Cash Equivalents" means: (i) securities issued or directly and fully and unconditionally guaranteed or insured by the United States government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 12 months or less from the date of acquisition, (ii) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers' acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any domestic or foreign commercial bank having capital and *154 surplus of not less than $500,000,000; (iii) repurchase obligations for underlying securities of the types described in clauses (i), (ii) and (iv) entered into with any financial institution meeting the qualifications specified in clause (ii) above; (iv) marketable short-term money market and similar securities having a rating of at least P-1 or A-1 from either Moody's Investors Service, Inc. ("Moody's") or Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P"), respectively (or, if at any time neither Moody's nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency acceptable to the Majority Lenders) and in each case maturing within 12 months after the date of creation or acquisition thereof; (v) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an investment grade rating from either Moody's or S&P with maturities of 12 months or less from the date of acquisition; (vi) Investments with average maturities of twelve months or less from the date of acquisition in money market funds rated within the top two ratings category by S&P or Moody's; and (vii) any other similar Investment permitted by the Bankruptcy Code or approved by the Bankruptcy Court.

"Cash Management Order" means the order of the Bankruptcy Court entered by the Court in respect of cash management of the Debtor.

"Casualty" means a fire, explosion, flood, hurricane, tsunami, collapse, earthquake or other casualty affecting all or any portion of any Property.

"Change in Control" means the occupation after the Closing Date of a majority of the seats (other than vacant seats) on the board of directors of the General Partner by Persons who were neither (a) nominated by the board of directors of the General Partner nor (b) appointed by directors so nominated.

"Charges" has the meaning specified in Section 2.5.

"Closing Date" means the date of this Agreement.

"Code" means the Internal Revenue Code of 1986 and the regulations promulgated thereunder.

"Collateral" has the meaning specified in Section 6.1(a).

"Commitment" means, at any time with respect to a Lender, the principal amount set forth beside such Lender's name under the heading "Commitment" on the signature page of this Agreement or on the signature page of the Assignment and Acceptance pursuant to which such Lender became a Lender hereunder, or the most recent Assignment and Acceptance to which such Lender is a party, in accordance with the provisions of Section 13.3, as such Commitment may be adjusted from time to time in accordance with the provisions of Section 13.3, and "Commitments" means, collectively, the aggregate amount of the Commitments of all of the Lenders.

*155 "Commitment Letter" means the Commitment Letter dated as of May 12, 2009, among the Borrowers and the Initial Lenders.

"Compliance Certificate" has the meaning specified in Section 7.2(d).

"Condemnation" means a taking or voluntary conveyance of all or part of any of the Properties or any interest in or right accruing to or use of any of the Properties, as the result of, or in settlement of, any condemnation or other eminent domain proceeding by any Governmental Authority.

"Contaminant" means any substance, material or waste that is regulated, classified or otherwise characterized as a pollutant, hazardous substance, toxic substance, hazardous waste, including petroleum or petroleum derived substance or waste, asbestos, polychlorinated biphenyls, in each case to the extent regulated under any applicable Environmental Law.

"Continuation Date" means the effective date of a continuation as set forth in the applicable Continuation Notice.

"Continuation Notice" means a Continuation Notice substantially in the form of Exhibit A.

"Conversion Amount" has the meaning specified in Section 3.1.

"Debt" means, with respect to a Person without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property (other than trade payables and accrued expenses incurred in the ordinary course of such Person's business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all obligations in respect of Capital Leases of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under acceptance, letter of credit, surety bond or similar facilities, (g) Guaranties of such Person with respect to obligations of the type described clauses (a) through (f) above, (h) all obligations of other Persons of the kind referred to in clauses (a) through (g) above secured by any Lien on property owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation, and (i) for the purposes of Section 11.1(d) only, the net obligations of such Person in respect of post-petition Hedge Agreements. The Debt of any Person shall include the Debt of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as result of such Person's ownership interest in or other relationship with such entity, except to the extent the terms of such Debt expressly provide that such Person is not liable therefor.

"Debtor" means either Borrower, any Guarantor or any Negative Pledge Debtor that is a party to the Case.

*156 "Debtors" means the Borrowers, the Guarantors and the Negative Pledge Debtors that are party to the Case, collectively.

"Default" means any event or circumstance which, with the giving of notice, the lapse of time, or both, would (if not cured, waived pursuant to Section 13.2, or otherwise remedied during such time) constitute an Event of Default.

"Default Rate" means a per annum interest rate at all times equal to the sum of (a) the interest rate otherwise applicable to the Term Loan as set forth in this Agreement or, if no principal amount of the Term Loan is then outstanding, the one-month LIBOR Rate plus 12.0% per annum, plus (b) (i) on or before the Outside Date, 2.0% per annum, and (ii) after the Outside Date, 3.0% per annum.

"Disqualified Lender" means (i) any Person identified to the Agent in writing prior to the date hereof, (ii) any Person which is primarily engaged in the ownership of retail malls in the United States at the time of the relevant assignment or participation which directly or indirectly compete with the Obligors, (iii) any direct competitor of the General Partner, any of its Subsidiaries and their respective affiliates or any affiliate of such direct competitor that controls, is controlled by or is under common control therewith, in each case engaged in the ownership of retail malls in the United States, and (iv) any REIT which is, or any affiliate that controls, is controlled by or is under common control therewith which is, at the time of any applicable assignment or participation primarily engaged in the business of owning or operating commercial real estate in the United States with commercial real estate assets having a value in excess of $2 billion; provided that neither any Market Maker nor any Lender (or any of its Affiliates) shall be a Disqualified Lender.

"DOL" means the United States Department of Labor or any successor department or agency.

"Dollar" and "$" means dollars in the lawful currency of the United States.

"Eligible Assignee" means: (a) a commercial bank, commercial finance company or other lender in the business of making secured loans having total assets in excess of $250,000,000, (b) any Lender listed on the signature page of this Agreement; (c) any Affiliate of any Lender; and (d) any other Person reasonably acceptable to the Agent; provided that, at any time on or prior to the Maturity Date, no Disqualified Lender may, without the Borrowers' prior written consent, be an Eligible Assignee unless the maturity of the Term Loan has been accelerated.

"Eligible Institution" means any depository institution as approved under or contemplated by the cash management order entered in the Case.

"Embargoed Person" has the meaning specified in Section 8.29(a).

"Entry Date" means the date on which the Financing Order was entered on the docket of the Bankruptcy Court (the "original entry date") and, with respect to any wholly-owned *157 Subsidiary of the Borrowers or its property becoming subject to the Case after the original entry date, the date on which such Subsidiary or its property becomes subject to the Case.

"Environmental Compliance Issues" has the meaning specified in Section 9.6(a).

"Environmental Laws" means all applicable federal, state, or local laws, statutes, common law duties, rules, regulations, ordinances, and codes, together with all applicable administrative orders, licenses, authorizations and permits of, and legally binding agreements with, any Governmental Authority, in each case relating to the protection of the environment and natural resources or human health and safety with respect to exposure to contaminants.

"Environmental Lien" means a Lien in favor of any Governmental Authority for any liability under Environmental Laws.

"ERISA" means the Employee Retirement Income Security Act of 1974, and regulations promulgated thereunder.

"ERISA Affiliate" means any trade or business (whether or not incorporated) under common control with any Obligor within the meaning of Section 414(b) or (c) of the Code and Sections 414(m) and (o) of the Code.

"ERISA Event" means (a) any "reportable event," as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Pension Plan (other than an event for which the 30-day notice period is waived); (b) the existence with respect to any Pension Plan of an "accumulated funding deficiency" (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Pension Plan; (d) the incurrence by the Borrowers or any of their ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Pension Plan or the withdrawal or partial withdrawal of the Borrowers or any of their ERISA Affiliates from any Pension Plan or Multi-employer Plan; (e) the receipt by the Borrowers or any of their ERISA Affiliates from the PBGC or a plan administrator of any notice relating to the intention to terminate any Pension Plan or to appoint a trustee to administer any Pension Plan; (f) the adoption of any amendment to a Pension Plan that would require the provision of security pursuant to Section 401(a)(29) of the Code or Section 307 of ERISA; (g) the receipt by the Borrowers or any of their ERISA Affiliates of any notice, or the receipt by any Multi-employer Plan from the Borrowers or any of their ERISA Affiliates of any notice, concerning the imposition of withdrawal liability (as defined in Part I of Subtitle E of Title IV of ERISA) or a determination that a Multi-employer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA, (h) the occurrence of a "prohibited transaction" with respect to which the Borrowers or any of the Subsidiaries is a "disqualified person" (within the meaning of Section 4975 of the Code) or with respect to which the Borrowers or any such Subsidiary could reasonably be expected to have a material liability; or (i) any other event or condition with respect to a Pension Plan or Multi-employer Plan that could result in liability of the Borrowers or any Subsidiary.

*158 "Event of Default" has the meaning specified in Section 11.1.

"Exchange Act" means the Securities Exchange Act of 1934, and regulations promulgated thereunder.

"Exit Fee" has the meaning specified in Section 2.4.

"Federal Funds Rate" means, for any day, the rate set forth in the weekly statistical release designated as H.15(519), or any successor publication, published by the Federal Reserve Bank of New York (including any such successor, "H.15(519)") on the preceding Business Day opposite the caption "Federal Funds (Effective)," or, if for any relevant day such rate is not so published on any such preceding Business Day, the rate for such day will be the arithmetic mean as determined by the Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of three leading brokers of Federal funds transactions in New York City selected by the Agent.

"Federal Reserve Board" means the Board of Governors of the Federal Reserve System or any successor thereto.

"Fee Properties" means the Real Estate properties owned in fee by a Debtor, which properties owned as of the Petition Date are listed on Schedule 1.1A.

"Financing Order" means the order of the Bankruptcy Court in the form of Exhibit B (except as may otherwise be agreed in writing or on the record at the final hearing with respect to such order in the Case by the Majority Lenders) entered in the Case after notice and any hearing pursuant to the Bankruptcy Rules and applicable local rules which, among other matters, authorizes the Obligors to obtain credit, incur (or guaranty) the Obligations and grant Liens under the Loan Documents and provides for the priority of the Agent's and the Lenders' claims, as the same may be modified or supplemented from time to time after the Entry Date with the written consent of the Majority Lenders.

"First Lien Properties" means all Properties set forth in Schedule 8.18, together with any Property of a wholly-owned Subsidiary that becomes a Guarantor after the Closing Date.

"Fiscal Quarter" means a period of three calendar months beginning on the first day of each January, April, July, and October, constituting a Person's fiscal quarter for financial accounting purposes, with the first of such measurement periods beginning on the first day of each Fiscal Year and the last of such measurement periods ending on the last day of such Fiscal Year.

"Fiscal Year" means, with respect to any Person, such Person's fiscal year for financial accounting purposes.

"Foreign Subsidiary" means any Subsidiary of an Obligor (i) that is not incorporated or organized under the laws of the United States, any State thereof or the District of Columbia, or (ii) that is a disregarded entity for U.S. federal income tax purposes, (A) which is treated for U.S. *159 federal income tax purposes as a division of an entity described in clause (i) above or (B) substantially all of the assets of which consist of the Capital Stock of Subsidiaries described in clause (i) above.

"Fraudulent Conveyance" has the meaning specified in Section 12.7.

"Funding Date" means the date on which the Borrowing occurs.

"Funding Notice" means a notice substantially in the form of Exhibit C.

"GAAP" means generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the United States accounting profession), as in effect from time to time.

"General Intangibles" means "general intangibles," as defined in the UCC, chooses in action and causes of action, and any other intangible personal property of every kind and nature (other than Accounts), including, without limitation, all contract rights, payment intangibles, Proprietary Rights, corporate or other business records, inventions, designs, blueprints, plans, specifications, patents, patent applications, trademarks, service marks, trade names, trade secrets, goodwill, copyrights, computer software, customer lists, registrations, licenses, franchises, tax refund claims, any funds which may become due to a Person in connection with the termination of any employee benefit plan or any rights thereto and any other amounts payable to a Person from any employee benefit plan, rights and claims against carriers and shippers, rights to indemnification, business interruption insurance and proceeds thereof, property, casualty or any similar type of insurance and any proceeds thereof, proceeds of insurance covering the lives of key employees on which a Person is beneficiary, rights to receive dividends, distributions, cash, instruments, and other property in respect of or in exchange for pledged equity interests or Investment Property, and any letter of credit, guarantee, claim, security interest, or other security held by or granted to a Person.

"General Partner" means General Growth Properties, Inc., a Delaware corporation and the general partner of GGPLP.

"GGPLP" means GGP Limited Partnership, a Delaware limited partnership.

"GGMI" means General Growth Management, Inc., a Delaware corporation.

"Gift Card and Lotto Accounts" means one or more deposit accounts established by the General Partner or any Subsidiary that are used exclusively to hold the proceeds of gift cards or lotto sales, respectively, which accounts shall not be included in the Collateral.

"Governmental Authority" means any nation or government, any state or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any *160 entity exercising executive, legislative, judicial, regulatory, or administrative functions of or pertaining to government.

"Ground Lease" means each ground lease pursuant to which a Debtor is leasing Real Estate from another Person.

"Guaranteed Obligations" has the meaning specified in Section 12.1(a).

"Guarantor" means each of the Persons identified on Schedule 1.1B and any other wholly-owned Subsidiary that (a) ceases to be a Negative Pledge Debtor and/or (b) becomes a party to the Case. Notwithstanding anything else in this Agreement, no Foreign Subsidiary and no Negative Pledge Debtor shall be a Guarantor.

"Guaranty" means, with respect to any Person, all obligations of such Person which in any manner directly or indirectly guarantee or assure, or in effect guarantee or assure, the payment or performance of any indebtedness, dividend, or other obligations of any other Person (the "guaranteed obligations"), or assure or in effect assure the holder of the guaranteed obligations against loss in respect thereof, including any such obligations incurred through an agreement, contingent, or otherwise: (a) to purchase the guaranteed obligations or any property constituting security therefor; (b) to advance or supply funds for the purchase or payment of the guaranteed obligations or to maintain a working capital or other balance sheet condition; or (c) to lease property or to purchase any debt or equity securities or other property or services.

"Guaranty Supplement" has the meaning specified in Section 12.5.

"Hedge Agreements" means interest rate swap, cap or collar agreements, interest rate future or option contracts, currency swap agreements, currency future or option contracts and other hedging agreements.

"Improvements" means all buildings, structures and other improvements located on any of the Properties and owned by any Debtor from time to time.

"Initial Lender" means each of the Persons listed on the signature pages to this Agreement as an "Initial Lender."

"Insurance Requirements" means, collectively, (a) all material terms of any insurance policy required pursuant to this Agreement and (b) all material regulations and then current standards applicable to or affecting any of the Properties or any portion thereof or any use or condition thereof, which may, at any time, be recommended by the board of fire underwriters, if any, having jurisdiction over any of the Properties, or any other body exercising similar functions.

"Intercompany Subordination Agreement" means, collectively, that certain (i) Deed of Trust Subordination Agreement by and among the General Partner, GGPLP, Century Plaza, L.L.C., Century Plaza, Inc. and the Agent in the form of Exhibit K-1, and (ii) Mortgage. *161 Subordination Agreement by and among the General Partner, GGPLP, Howard Hughes Properties, Inc., TRC and the Agent in the form of Exhibit K-2.

"Interest Determination Date" means, in connection with the determination of the LIBOR Rate for any Interest Period, the second Business Day preceding the first day of such Interest Period; provided that the initial Interest Determination Date under this Agreement shall be the Funding Date.

"Interest Period" means, a period of (i) one month or such shorter time period as may be consented to by Agent (such consent not to be unreasonably withheld) and (ii) with the consent of the Agent, one, two, three, six or, if acceptable to all Lenders, nine months as selected by Borrowers in the applicable Funding Notice or Continuation Notice (A) initially, commencing on the Funding Date or Continuation Date thereof, as the case may be, and (B) thereafter, commencing on the day on which the immediately preceding Interest Period expires; provided, (a) if an Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day unless no further Business Day occurs in such month, in which case such Interest Period shall expire on the immediately preceding Business Day, (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clause (c) of this definition, end on the last Business Day of a calendar month, and (c) no interest Period shall extend beyond the Outside Date.

"Investment Property" means "investment property," as defined in the UCC, and any (a) securities whether certificated or uncertificated, (b) securities entitlements, (c) securities accounts, (d) commodity contracts and (e) commodity accounts, together with all other units, shares, partnership interests, membership interests, equity interests, rights or other equivalent evidences of ownership (howsoever designated) issued by any Person.

"Investments" means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (i) the purchase or other acquisition of Capital Stock or debt or other securities of another Person, (ii) a loan, advance or capital contribution to, Guaranty or assumption of Debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person or (iii) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person (other than purchases of (1) real property and related rights that are adjacent to or ancillary to any Property or (2) other assets ancillary to a Property of the Debtors or (3) the Capital Stock of a Person whose assets consist primarily of any of the foregoing). For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

"IRS" means the Internal Revenue Service and any Governmental Authority succeeding to any of its principal functions under the Code.

*162 "Issuer" has the meaning specified in Section 6.2(c).

"Knowledge" means, with respect to any Obligor, the actual knowledge of the president, chief executive officer, chief financial officer, general counsel, vice president and associate general counsel of development and finance or the equivalent officer performing similar functions of any of the foregoing, in each case of such Obligor.

"Lead Arranger" means UBS Securities LLC, solely in its capacity as lead arranger under this Agreement.

"Lease" means any lease, sublease, sub-sublease, license, letting, concession, occupancy agreement or other agreement (whether written or oral and whether now or hereafter in effect) under which any Debtor is a lessor, existing as of the Closing Date or hereafter entered into by any Debtor, pursuant to which any other Person (including Affiliates of any Debtor) is granted a possessory interest in, or right to use or occupy all or any portion of any space in any of the Properties, and every modification, amendment or other agreement relating to such lease, sublease, sub-sublease, or other agreement entered into, in accordance with the terms of the Loan Documents, in connection with such lease, sublease, sub-sublease, or other agreement and all agreements related thereto, and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto.

"Leased Properties" means the Real Estate leased by a Debtor, as lessee, pursuant to a Ground Lease which Real Estate leased as of the Petition Date is listed on Schedule 1.1C.

"Legal Requirements" means: (a) all applicable and legally binding governmental statutes, laws, rules, orders, regulations, ordinances (including, without limitation, zoning and other similar ordinances), judgments, decrees and injunctions of Governmental Authorities (including Environmental Laws) affecting either a Debtor or the Property or any portion thereof or the construction, ownership, use, alteration or operation thereof, or any portion thereof (whether now or hereafter enacted and in force), and (b) all permits, licenses and authorizations and regulations relating thereto.

"Lender" means any Person, in its capacity as a lender hereunder and its successors and permitted assigns in such capacity as a lender, and "Lenders" means two or more of such Persons, collectively.

"LIBOR Rate" means the greater of (a) 1.50% per annum and (b) the rate per annum determined by the Agent to be the arithmetic mean of the offered rates for deposits in Dollars with a term comparable to such Interest Period that appears on the Telerate British Bankers Assoc. Interest Settlement Rates Page (as defined below) at approximately 11:00 a.m., London, England time, on the second full London Business Day preceding the first day of such Interest Period; provided, however, that (i) if no comparable term for an Interest Period is available, the rate per annum shall be determined by using the weighted average of the offered rates for the two terms most nearly corresponding to such Interest Period and (ii) if there shall at any time no longer exist a Telerate British Bankers Assoc. Interest Settlement Rates Page, the rate per annum *163 shall equal the rate at which the Agent is offered deposits in Dollars at approximately 11:00 a.m., London, England time, two London Business Days prior to the first day of such Interest Period in the London interbank market for delivery on the first day of such Interest Period for the number of days comprised therein. "Telerate British Bankers Assoc. Interest Settlement Rates Page" shall mean the display designated as Reuters Screen LIBOR01 Page (or such other page as may replace such page on such service for the purpose of displaying the rates at which Dollar deposits are offered by leading banks in the London interbank deposit market).

All percentages resulting from any calculations or determinations referred to in this definition will be rounded upwards to the nearest multiple of 1/1,000 of 1% and all United States dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent or more being rounded upwards).

"Lien" means: (a) any interest in property securing an obligation owed to, or a claim by, a Person other than the owner of the property, whether such interest is based on the common law, statute, or contract, and including a security interest, charge, claim, or lien arising from a mortgage, deed of trust, encumbrance, pledge, hypothecation, assignment, deposit arrangement, agreement, security agreement conditional sale or trust receipt or a lease, consignment, or bailment for security purposes and (b) to the extent not included under clause (a) preceding, any reservation, exception, encroachment, easement, right of way, covenant running with the land, condition, restriction, lease, or other title exception or encumbrance affecting any Property, in each case excluding any zoning or similar law or right reserved to or vested in any Governmental Authority to contest or regulate the use of any Property.

"Loan Documents" means, collectively (a) the Financing Order, (b) this Agreement, (c) the Term Note and (d) any other agreements, instruments, and documents heretofore, now or hereafter evidencing, securing, guaranteeing, or otherwise relating to the Obligations or the Collateral.

"London Business Day" shall mean any day on which banks are generally open for dealings in dollar deposits in the London interbank market.

"Loss Proceeds" means amounts, awards or payments payable to any Debtor or the Agent in respect of all or any portion of any of the Properties in connection with a Casualty or Condemnation thereof (after the deduction therefrom and payment to such Debtor and the Agent (or the holder of any Pre-Petition Lien with respect to such Property, any Tenant of such Property or holder of any Ground Lease or REA in respect of such Property to the extent required by the terms of the documents evidencing Pre-Petition Liens, the Lease, the Ground Lease or REA with such Person, as applicable), respectively, (a) of any and all reasonable out-ofpocket expenses incurred by such Debtor, the Agent or such other Person in the recovery thereof, including all reasonable out-of-pocket attorneys' fees and disbursements, the fees of insurance experts and adjusters and the reasonable out-of-pocket costs incurred in any litigation or arbitration with respect to such Casualty or Condemnation, (b) of any taxes payable with respect to such payments and (c) of any amounts required to be paid to or for the benefit of the holders of any Pre-Petition Lien).

*164 "M&M Liens" means mechanics', materialmen's, repairmen's or similar Liens created under any contract or existing under any applicable law and affecting any Property.

"Main Operating Account" has the meaning specified in the first day motions and orders.

"Major Entities" means, on any date, the General Partner, GGPLP, TRC, any Obligor that owns any First Lien Property and any direct or indirect parent holding company of such Obligor.

"Major Lease" means any Lease which covers more than 75,000 square feet of rentable building area.

"Major REA" means any reciprocal easement agreement with respect to a regional shopping center entered into by the applicable Debtor and an anchor occupant.

"Majority Lenders" means one or more Lenders whose Pro Rata Shares aggregate more than 50.0% as such percentage is determined under the definition of Pro Rata Share set forth herein.

"Margin Stock" means "margin stock" as such term is defined in Regulation T, U, or X of the Federal Reserve Board.

"Market Maker" means (a) any Person identified, in writing, to the Borrowers by or on behalf of the Initial Lenders prior to delivery by the Initial Lenders of the signed Commitment Letter and (b) any firm that regularly makes a trading market in, or quotes prices for purchase and sale of, debt instruments and which, in the case of this clause (b), is approved by the Borrowers, such approval not to be unreasonably withheld.

"Material Adverse Effect" means: (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties or condition (financial or otherwise) of the Debtors, taken as a whole, or of the Collateral, taken as a whole, (b) a material adverse change in, or a material adverse effect upon, the First Lien Properties, taken as a whole, (c) a material adverse change in, or a material adverse effect upon, the Negative Pledge Properties, taken as a whole, or (d) a material adverse effect upon the legality, validity, binding effect, or enforceability against any Obligor of the Loan Documents, taken as a whole; provided that, for purposes of determining the existence or occurrence of a Material Adverse Effect, (i) the effect of any Casualty or Condemnation shall be excluded, (ii) "Material Adverse Effect" excludes the foregoing if and to the extent the foregoing arise as a result of the filing of the Petitions and commencement of the Case and/or the events leading thereto and (iii) when used in this Agreement with respect to any action, event or circumstance that is subject to the Automatic Stay, such action, event or circumstance could not have, or be expected to have, a Material Adverse Effect for so long as such action, event or circumstance remains subject to the Automatic Stay.

"Material Agreements" means each contract and agreement (other than Leases and agreements in respect of Debt) relating to the ownership, management, development, use, operation, leasing, maintenance, repair or improvement of any Properties (a) under which a *165 Debtor has the obligation to pay more than $10,000,000 per annum or (b) as to which the breach, nonperformance or cancellation thereof, or the failure thereof to be renewed could reasonably be expected to have a Material Adverse Effect.

"Maturity Date" means the date that is the earliest to occur of (a) the Outside Date, (b) the Plan Date or (c) the date the Term Loan is accelerated pursuant to the terms hereof, whether at stated maturity, upon an Event of Default or otherwise.

"Maximum Rate" has the meaning specified in Section 2.5.

"Maximum Term Loan Amount" means the lesser of (a) $400,000,000 or (b) such amount as is approved by the Bankruptcy Court to be advanced pursuant to the Financing Order.

"Mortgage" has the meaning specified in Section 6.3.

"Multi-employer Plan" means a multi-employer plan as defined in Section 3(37) or Section 4001(a)(3) of ERISA which is or was at any time during the current year or the immediately preceding five years contributed to by any Borrower or any ERISA Affiliate.

"Municipal Financing" means any tax increment financings, sales or real estate tax rebates, payment in lieu of taxes (PILOTs), special improvement districts, financings funded by the issuance of bonds or other negotiable instruments sponsored or issued by a Governmental Authority or quasi-Governmental Authority, financings related to on-site or off-site infrastructure or public works or any other financing arrangements for which a Debtor is an obligor and a Governmental Authority or quasi-Governmental Authority is the obligee.

"Negative Pledge Debtor" means (i) any Subsidiary of the Borrower party to the Case on the Closing Date which holds one or more Negative Pledge Properties, (ii) any wholly-owned Subsidiary becoming a party to the Case after the Closing Date which holds one or more Negative Pledge Properties and (iii) any Subsidiary of a Person set forth in clause (i) or clause (ii) above.

"Negative Pledge Properties" means (a) all Properties other than First Lien Properties and (b) all Capital Stock of a Person owning Property (or the direct holding company of such Person) which Capital Stock has been pledged to secure Prior Lien Debt constituting so-called "mezzanine loans."

"Negative Pledge Property Retention Amount" means, with respect to any sale or other disposition of any Negative Pledge Property (or any Debtor owning any Negative Pledge Property or its direct or indirect parent holding company), an amount equal to (a) 50% of all Net Proceeds of all such sales or other dispositions aggregating up to $100 million of Net Proceeds, (b) 40% of all Net Proceeds of such sales or other dispositions aggregating more than $100 million and up to $200 million of Net Proceeds, (c) 30% of all Net Proceeds of such sales or dispositions aggregating more than $200 million and up to $300 million of Net Proceeds and (d) 20% of all Net Proceeds of such sales or dispositions aggregating more than $300 million of Net Proceeds.

*166 "Net Proceeds" means, with respect to any sale or disposition contemplated in Section 3.3(a), an amount equal to all proceeds of such sale or disposition net of the items specified in Section 3.3(a)(1), (2), (3) and (5).

"New Lending Office" has the meaning specified in Section 5.1(d).

"Non-Debtor Guarantor" means GGMI unless it becomes a party to the Case.

"Non-U.S. Lender" means each Lender (or Assignee) that is not a "United States person" as defined in Section 7701(a)(30) of the Code.

"Obligations" means all loans, advances, liabilities, obligations, covenants, duties, and debts owing by the Obligors (or any thereof) to the Agent and/or any Lender, arising under or pursuant to this Agreement or any of the other Loan Documents, whether or not evidenced by any note, or other instrument or document, whether arising from an extension of credit, acceptance, loan, guaranty, indemnification, or otherwise, whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, as principal or guarantor, and including all principal, interest, charges, expenses, fees, attorneys' fees, filing fees, and any other sums chargeable to any Obligor hereunder or under any of the other Loan Documents. "Obligations" includes, without limitation, all debts, liabilities, and obligations of the Obligors now or hereafter arising from or in connection with the Term Loan and all Exit Fees.

"Obligor" means either Borrower or any Guarantor, and "Obligors" means the Borrowers and the Guarantors.

"Obligor Materials" has the meaning specified in Section 7.2.

"OFAC List" means the list of specially designated nationals and other prohibited parties maintained by the United States Treasury Department's Office of Foreign Assets Control.

"Other Taxes" means any present or future stamp or documentary taxes or any other excise or property taxes, charges, or similar levies (excluding, in the case of each Lender and the Agent, such taxes (including income taxes or franchise taxes) as are imposed on or measured by such Lender's or the Agent's, as the case may be, net income) which arise from any payment made hereunder or from the execution, delivery, or registration of, or otherwise with respect to, this Agreement or any other Loan Documents, excluding any and all taxes that are attributable to such Lender's or the Agent's failure to comply with the applicable requirements set forth in Section 14.10.

"Outside Date" means __________, 2011. [1]

*167 "Participant" has the meaning specified in Section 13.3(f).

"Participant Register" has the meaning specified in Section 13.3(g).

"Patriot Act" means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001; Public Law 107-56 ).

"Payment Date" means the first Business Day of each month.

"PBGC" means the Pension Benefit Guaranty Corporation or any Governmental Authority succeeding to any of its principal functions thereof.

"Pension Plan" means a pension plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA which any Obligor or any ERISA Affiliate sponsors, maintains, or to which it makes, is making, or is obligated to make contributions at any time during the current year or the immediately preceding five plan years, but excluding any Multi-employer Plan.

"Permits" means all licenses, permits, variances and certificates used in connection with the ownership, operation, use or occupancy by each Obligor and each Debtor in respect of its Properties (including certificates of occupancy, business licenses, state health department licenses, licenses to conduct business and all such other permits, licenses and rights, obtained from any Governmental Authority or private Person concerning ownership, operation, use or occupancy of the Property).

"Permitted Liens" means:

(a) the Agent's Liens;

(b) Pre-Petition Liens and Liens resulting from the refinancing of the obligations secured thereby; provided that (i) such refinancing is on the same or substantially similar terms, (ii) the obligations secured thereby (A) shall not be increased, (B) shall have a final maturity no sooner than and a weighted average life no less than the obligations being refinanced and (C) shall not be the obligation of any Person other than the Person previously obligated thereon, and (iii) the Liens shall not cover any additional property;

(c) Liens for taxes, fees, assessments, or other charges of a Governmental Authority not overdue by more than 30 days or, if more than 30 days overdue, which are (i) subject to the Automatic Stay or (ii) being contested in good faith and by appropriate proceedings diligently pursued and as to which adequate financial reserves have been established in accordance with GAAP on the applicable Debtor's books and records;

(d) Liens (i) consisting of deposits made in the ordinary course of business exclusively in connection with, or to secure payment of, obligations under worker's compensation, unemployment insurance, social security, and other similar laws, or to secure the performance of bids, tenders, or contracts (other than for the repayment of borrowed *168 money) or to secure indemnity, performance, performance and completion bonds or guarantees, other similar obligations for the performance of bids, tenders, or contracts (other than for the repayment of borrowed money) or to secure statutory obligations (other than Liens arising under ERISA or Environmental Liens) or surety, stay, customs or appeal or other similar bonds, (ii) consisting of deposits made in the ordinary course of business exclusively to secure liability for insurance premiums or deductibles or self-retention amounts, (iii), securing Debt of the type set forth in Section 9.11(a)(ix) secured exclusively by the policies financed thereby (and the proceeds thereof), and (iv) consisting of deposits in respect of letters of credit or bank guaranties posted exclusively to support payment of the items in clauses (i) and (ii) or exclusively to secure letters of credit or bank guaranties otherwise permitted under Section 9.11(a)(vi) or Section 9.11(a)(xvii);

(e) Liens securing the claims or demands of carriers, warehousemen, landlords, and other like Persons;

(f) Liens constituting encumbrances in the nature of reservations, exceptions, encroachments, easements, rights of way, covenants running with the land, and other similar title exceptions or encumbrances affecting any Real Estate of a Debtor including any REA; provided that such Liens do not in the aggregate materially detract from the value of such Real Estate for its intended purpose or materially interfere with its use in the ordinary conduct of such Debtor's business or the business of any material tenant occupying any of such Real Estate;

(g) Liens securing the claims or demands of materialmen, mechanics, repairmen and similar Liens: (i) in respect of work done prior to the Petition Date, and (ii) M&M Liens arising after the Petition Date in respect of amounts not overdue by more than 60 days or, if more than 60 days overdue, the amount or validity of such Lien is being contested by the Debtor whose Property is affected thereby, by appropriate legal proceedings promptly initiated and conducted in good faith and with due diligence;

(h) Liens arising from judgments and attachments in connection with court proceedings; provided the attachment or enforcement of such judgment Liens would not otherwise result in an Event of Default hereunder;

(i) any "adequate protection liens" expressly contemplated by the Financing Order;

(j) Liens created with the prior written consent of the Majority Lenders;

(k) Liens not otherwise referred to in this definition incurred in the ordinary course of business that do not secure Debt; provided that the granting of such Lien could not be reasonably expected to have a Material Adverse Effect;

(l) licenses of Proprietary Rights granted by Debtors in the ordinary course of business and not interfering in any material respect with the ordinary conduct of the business of the Debtors, taken as a whole, the granting of which could not reasonably be expected to result in a Material Adverse Effect;

*169 (m) rights of existing and future Tenants (as tenants only) pursuant to written Leases related to the Property in question to the extent such Leases are entered into in conformity with the provisions of this Agreement;

(n) any interest or title of a lessor (or its mortgagor) under any Ground Lease (with respect to a Leased Property) (including a sub-lessor) under any operating lease or Ground Lease;

(o) leases, subleases, licenses and sublicenses granted to other Persons not interfering in any material respect with the (i) ordinary course of the business of the Debtors, taken as a whole, and (ii) the rights reserved or vested in any Person by the terms of any lease, license, franchise, grant or permit held by any Debtor or by a statutory provision, to terminate any such lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;

(p) bankers' Liens, rights of setoff and other similar Liens on cash and cash equivalents on deposit in one or more accounts maintained by any Debtor, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements in respect of such deposit accounts, and not securing any obligations relating to any extension of credit;

(q) the filing of UCC financing statements solely as a precautionary measure in connection with operating leases, consignment of goods or sales of Accounts;

(r) Liens consisting of (i) an agreement to dispose of any property pursuant to a disposition permitted under Section 9.8 and (ii) earnest money deposits of cash or cash equivalents by any Debtor in connection with any letter of intent or purchase agreement permitted hereunder;

(s) the granting of any purchase option, right of first refusal, right of first offer or similar right in respect of any portion of any of the Properties or the subjecting of any portion of any of the Properties to restrictions on transfer, in each case, in the ordinary course of business and (i) to the extent existing on the Petition Date, (ii) consisting of customary purchase options, rights of first refusal, rights of first offer or similar rights given in respect of anchor occupant parcels or outparcels, in the case of clause (ii), that do not contain a restraint on alienation to reasonably similar competitors of the Debtors, taken as a whole, or (iii) in respect of any Negative Pledge Property;

(t) Liens securing Debt of the type permitted under Section 9.11(a)(iv) provided that individual financings of assets of the Debtors provided by one lender or its Affiliates may be cross-collateralized to other financings of assets provided by such lender or its Affiliates;

(u) Liens set forth in any UCC search results delivered or made available to the Agent on or prior to the Petition Date with respect to the Non-Debtor Guarantor; and

*170 (v) Liens evidencing and/or securing any Municipal Financing and, to the extent constituting Debt, if such Debt is permitted under Section 9.11(a)(xxi).

"Person" means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, unincorporated organization, association, corporation, Governmental Authority, or any other entity.

"Petition Date" has the meaning specified in Recital A of this Agreement (the "original petition date") and, with respect to any wholly-owned Subsidiary of the Borrowers that becomes a party to the Case after the original petition date, the date on which such Subsidiary becomes subject to the Case.

"Petitions" means the voluntary petitions filed by the Debtors with the Bankruptcy Court for relief under Chapter 11 of the Bankruptcy Code.

"Plan Date" means the effective date of a plan of reorganization in respect of the Debtors in the Case.

"Platform" has the meaning specified in Section 7.2.

"Pledged Collateral" has the meaning specified in Section 6.12(b).

"Prepayment Cash Collateral Account" has the meaning specified in Section 3.3(d).

"Pre-Petition Liens" means Liens which (a) were valid, enforceable, properly perfected (or are permitted to be perfected after the Petition Date pursuant to the Bankruptcy Code and are so perfected) and non-avoidable as of the Petition Date, if any, (b) as a matter of applicable nonbankruptcy law, would have priority over the Agent's Liens as of the Petition Date if the Agent's Liens were created as of such date (or with respect to Liens permitted to be perfected after the Petition Date pursuant to the Bankruptcy Code and which are so perfected, have priority over the Agent's Liens as of such date of perfection) and (c) are not avoided in the Case.

"Primary Properties" means the Properties described on Schedule 1.1D.

"Prior Lien Debt" means the Debt and other obligations existing as of the Petition Date which are secured by Pre-Petition Liens.

"Private Side Communications" has the meaning specified in Section 7.2.

"Pro Rata Share" means, with respect to a Lender, a fraction (expressed as a percentage), the numerator of which is the sum of the principal amount of the Term Loan owed to such Lender and the denominator of which is the aggregate principal amount of the Term Loan owed to all Lenders.

"Professional Person" means a Person who is an attorney, accountant, appraiser, auctioneer, financial advisor, or other professional Person and who is retained with approval of *171 the Bankruptcy Court, after notice and opportunity for hearing to the Agent and the Lenders, by (a) any Debtor pursuant to Section 327 of the Bankruptcy Code, (b) a committee pursuant to Section 1103(a) of the Bankruptcy Code or (c) the official committee of unsecured creditors.

"Properties" means the Fee Properties and the Leased Properties, including all Improvements thereon.

"Proprietary Rights" means, with respect to a Person, all of such Person's now owned and hereafter arising or acquired: licenses, franchises, permits, patents, patent rights, copyrights, works which are the subject matter of copyrights, trademarks, service marks, trade names, trade styles, patent, trademark and service mark applications, and all licenses and rights related to any of the foregoing (including goodwill), and all other rights under any of the foregoing, all extensions, renewals, reissues, divisions, continuations, and continuations in part of any of the foregoing, and all rights to sue for past, present, and future infringement of any of the foregoing.

"Public Lender" has the meaning specified in Section 7.2.

"REA" means any reciprocal easement or similar agreement affecting any Property.

"Real Estate" means, with respect to any Person, all of such Person's now or hereafter owned or leased estates in real property, including, without limitation, all fees, leaseholds, and future interests, together with all of such Person's now or hereafter owned or leased interests in the improvements thereon, the fixtures attached thereto, and the easements appurtenant thereto. The Real Estate includes, without limitation, the Properties.

"Register" has the meaning specified in Section 13.3(d).

"REIT" means a real estate investment trust as defined in Section 856 of the Code or any successor provision.

"Release" means a release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching, or migration of a Contaminant into the environment including, without limitation, indoor air.

"Rent Roll" has the meaning specified in Section 8.20(a).

"Responsible Officer" means, with respect to any Obligor, the chief executive officer, the president, the chief financial officer, or any senior vice president, the treasurer, any assistant treasurer, the Secretary or any assistant secretary of such Obligor (or of the general partner or manager of such Obligor if it is not a corporation), or any other officer having substantially the same authority and responsibility.

"Restricted Payment" means any dividend or other distribution (whether in cash, securities or other property) with respect to any Capital Stock of any Debtor, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any *172 such Capital Stock or any option, warrant or other right to acquire any such Capital Stock (other than convertible Debt).

"Subsidiary" as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a "Subsidiary" or to "Subsidiaries" in this Agreement shall refer to a Subsidiary or Subsidiaries of the General Partner.

"Taxes" means any and all present or future taxes, levies, imposts, deductions, charges, or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender and the Agent, taxes (including income taxes or franchise taxes and branch profits taxes) as are imposed on or measured by such Lender's or the Agent's, as the case may be, net income by the jurisdiction (or any political subdivision thereof) under the laws of which such Lender or the Agent, as the case may be, is organized or maintains a lending office or does business, or by a jurisdiction to which the Agent or such Lender is or previously was otherwise connected pursuant to the laws of such jurisdiction, other than by reason of activity arising solely from the Agent or such Lender having executed this Agreement and having enjoyed its rights and performed its obligations under this Agreement.

"Tenant" means any Person liable by contract or otherwise to pay monies (including a percentage of gross income, revenue or profits) pursuant to a Lease.

"Tenant Allowances" means tenant improvements paid or reimbursed through allowances to or credit against rent only by a Tenant pursuant to such Tenant's Lease.

"Cash Management Order" means the order of the Bankruptcy Court entered by the Court in respect of cash management of the Debtor.

"Tenant Obligations Order" means the order of the Bankruptcy Court entered by the Court in respect of tenant obligations of the Debtor.

"Term Loan" has the meaning specified in Recital B of this Agreement.

"Term Note" means a promissory note made by the Borrowers payable to the order of a Lender evidencing the obligation of the Borrowers to pay the aggregate unpaid principal amount of the Term Loan made to the Borrowers by such Lender and/or held by such Lender (and any promissory note or notes that may be issued from time to time in substitution, renewal, extension, replacement, or exchange thereof whether payable to such Lender or to a different Lender in connection with a Person becoming a Lender after the Closing Date or otherwise) substantially in the form of Exhibit D, with all of the blanks properly completed.

"Threshold Amount" means, with respect to any Property, $25,000,000.

*173 "TRC" means The Rouse Company LP.

"Unfunded Pension Liability" means the excess of a Pension Plan's actuarial value of benefit liabilities under Section 4001(a)(16) of ERISA, over the current actuarial value of that Pension Plan's assets allocable to such benefit liabilities, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 or Section 430 of the Code (or corresponding provisions of ERISA) for the applicable plan year.

"UCC" means the Uniform Commercial Code (or any successor statute) of the State of New York or of any other state the laws of which are required by Section 9-301 thereof to be applied in connection with the issue of perfection of security interests.

"United States" means the United States of America.

"U.S. Lender" means each Lender (or Assignee) that is a "United States person" as defined in Section 7701(a)(30) of the Code.

Section 1.2 Accounting Terms. Any accounting term used in this Agreement without definition shall have, unless otherwise specifically provided herein, the meaning customarily given in accordance with GAAP, and all financial computations hereunder shall be computed, unless otherwise specifically provided herein, in accordance with GAAP.

Section 1.3 Interpretive Provisions.

(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b) The words "hereof," "herein," "hereunder" and similar words refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

(i) The term "documents" includes any and all instruments, documents, agreements, certificates, indentures, notices, and other writings, however evidenced.

(ii) The term "including" is not limiting and means "including without limitation."

(iii) In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including," the words "to" and "until" each mean "to but excluding" and the word "through" means "to and including."

(c) Unless otherwise expressly provided herein, (i) references to agreements (including this Agreement) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, amendments and restatements, supplements and other modifications thereto, but only to the extent such amendments and other modifications are not prohibited by the terms of any Loan Document, and (ii) references to any statute or regulation *174 are to be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting the statute or regulation.

(d) The captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

(e) This Agreement and the other Loan Documents are the result of negotiations among and have been reviewed by counsel to the Agent, the Lenders, and the Obligors and are the products of all parties. Accordingly, the Loan Documents shall not be construed against the Agent, any Lender, or any Obligor merely because of any such Person's involvement in their preparation.

(f) Terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the UCC.

(g) Whenever the payment of any obligation or the performance of any covenant, agreement or obligation is stated to be due on a day which is not a Business Day, such payment or performance shall (except to the extent set forth in the definition of Interest Period) be made on the next succeeding Business Day, and such extension of time shall be included in the computation of interest or fees, as applicable.

(h) All references in any Loan Document to all or any part of the Obligations being paid in full, payment in full, paid in full in cash, payment in full in cash, paid in cash, repayment in full, repaid in full, payment and satisfaction in full or indefeasibly paid or any similar phrase shall refer to such portion of the Obligations either being paid in full in cash or being converted to equity and/or debt to the extent permitted by, and in the manner set forth on, Schedule 3.1-A.

ARTICLE 2

TERM LOAN; INTEREST AND FEES

Section 2.1 Total Facility. Subject to all of the terms and conditions of this Agreement and the Financing Order, the Lenders severally agree to make available a term credit facility of up to the Maximum Term Loan Amount for use by the Debtors. The term credit facility described in the preceding sentence is not a revolving line of credit, and the Borrowers may not reborrow sums previously advanced as part of the Term Loan and prepaid or repaid.

Section 2.2 Term Loan.

(a) The Term Loan. Subject to Section 10.1, the Lenders agree, on the terms and conditions hereinafter set forth, to make a single advance in the amount equal to its Commitment or such lesser amount as is authorized by the Financing Order to the Borrowers on or, at the Lenders' option, before the date which is two (2) Business Days following the Entry Date.

*175 (b) No Liability. The Agent shall not incur any liability to any Obligor as a result of acting reasonably under this Section 2.2, and the crediting of Term Loan to the Borrowers' deposit account, or wire transfer to such Person as the Borrowers shall direct, shall conclusively establish the obligation of the Borrowers to repay such Term Loan as provided herein.

(c) Notation. The Agent shall record on its books the principal amount of the Term Loan owing to each Lender from time to time. In addition, each Lender is authorized, at such Lender's option, to note the date and amount of each payment or prepayment of principal of such Lender's Term Loan in its books and records, including computer records, such books and records constituting presumptive evidence, absent manifest error, of the accuracy of the information contained therein.

(d) Term Notes. The Borrowers shall execute and deliver to the Agent, on behalf of each Lender, effective as of the Closing Date and on the date

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