KIRKLAND & ELLIS LLP300 North LaSalle

Chicago, Ilinois 60654Telephone: (312) 862-2000Facsimile: (312) 862-2200

James H.M. Sprayregen, P.C.Anup Sathy, P.C. (pro hac vice pending)

Proposed Co-Attorneys for Certain SubsidiaryDebtors and Debtors in Possession

UNITED STATES BANKRUPTCY COURTSOUTHERN DISTRICT OF NEW YORK--------------------------------------------------------------- x

In re Chapter 11 Case No.

GENERAL GROWTHPROPERTIES, INC., et aI.,

09 - ( )

(Joint Administration Requested)Debtors.

--------------------------------------------------------------- x

DEBTORS' APPLICATION PURSUANT TOSECTIONS 327(a) AND 328(b) OF THE BANKRUPTCY CODE

AND RULE 2014(a) OF THE FEDERAL RULES OFBANKRUPTCY PROCEDURE FOR AUTHORIZATION TO EMPLOY AND RETAINKIRKLAND & ELLIS LLP AS CO-ATTORNEYS FOR THE DEBTORS NUNC PRO

TUNC TO THE COMMENCEMENT DATE

TO THE HONORABLE UNITED STATES BANKRUPTCY JUDGE:

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

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

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

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

i A list of the Debtors in these chapter 11 cases, along with the last four digits of each Debtor'sfederal tax identification number, is attached hereto as Exhibit "A".

K&E i 4235536.

nunc pro tunc to the Commencement Date (as defined herein). In support ofthis Application, the

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

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

Application, the Debtors respectfully state as follows.

I.

BACKGROUND

1. Commencing on April 16, 2009 (the "Commencement Date") and

continuing thereafter, the Debtors each commenced a voluntary case under chapter 11 of title 11

of the United States Code (the "Bankruptcy Code"). The Debtors are authorized to operate

their business and manage their properties as debtors in possession pursuant to sections 1107(a)

and 1108 of the Bankptcy Code. Contemporaneously herewith, the Debtors filed a motion

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

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

II.

THE DEBTORS' BUSINESS

2. General Growth Properties, Inc. is a publicly-traded real estate investment

trust ("REIT") headquartered in Chicago, Ilinois. General Growth Properties, Inc., along with

its approximately 750 debtor and non-debtor subsidiaries and affiliates (collectively, the

"GGP Group")2 comprise one ofthe largest shopping center REITs in the United States,

measured by the number of shopping centers it owns and manages. General Growth

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

2 GGP owns 96% of GGP LP, and outside parties hold the remaining 4 percent. Consequently,while the Debtors refer to subsidiares owned directly or indirectly by GGP and GGP LP as "whollyowned," a small percentage of GGP LP actually is held by outside parties.

2K&E 14235536.

entity through which substantially all ofthe GGP Group's business is conducted. GGP LP, in

turn, owns or controls, directly or indirectly, GGPLP L.L.C., The Rouse Company L.P., and

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

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

affiliate which provides management and other services to the GGP Group, to certain joint

ventures of the GGP Group, and to third parties in which the GGP Group does not hold an

ownership interest.

3. The GGP Group operates its business on an integrated basis with

centralized administration, leasing and management functions that enable the GGP Group to

achieve operating efficiencies and revenue enhancement benefiting the overall enterprise. The

Debtors include various wholly owned holding companies and project level operating

companies. The non-Debtor subsidiaries and affiliates similarly include various holding

companies, management companies, and project level operating companies, as well as all of the

joint venture operations.

4. For purposes of public financial reporting, GGP divides its operations into

two business segments: (a) Retail and Other, which includes the operation, development and

management of shopping centers, office buildings, and other commercial properties, and is the

GGP Group's primary business; and (b) Master Planned Communities, which includes the

development and sale of land, primarily in large-scale, long-term community development

projects. The net operating income ("NO I") for GGP's Retail and Other segment was $2.59

bilion in 2008, a 4.5 percent increase over 2007. The NOI for the substantially smaller Master

Planned Communities decreased from prior years and was approximately $29 milion in 2008.

3

K&E 14235536.

A. Retail and Other

5. The GGP Group owns a portfolio of more than 200 regional shopping

centers located in major and middle markets throughout 44 states, including joint venture

interests in approximately 48 shopping centers. The GGP Group also owns non-controlling

interests in two international joint ventures that own shopping centers in Brazil and Turkey. The

shopping centers in which the GGP Group has an ownership interest, or for which it has

management responsibility, have approximately 200 milion square feet of space and contain

over 24,000 retail stores, department stores, restaurants, and other amenities.

6. The primary source of revenue for the Retail and Other segment is tenant

rent. The GGP Group's retail leases generally include both a base rent component and a charge

for the tenant's share of expenses associated with the operation of the applicable shopping

center, such as real estate taxes, utilities, insurance, maintenance costs, security costs, and other

general operating expenses. Many ofthe retail leases also contain scheduled increases during the

term of the lease and an overage rent provision under which the tenant may be required to pay

additional rent based upon its annual sales. With respect to shopping center properties owned

by, or in joint ventures with, third parties, the GGP Group generally conducts its property

management activities through General Growth Management, Inc. Consequently, in addition to

its rental income, the GGP Group's Retail and Other segment also reports revenue earned from

such property management services, as well as from strategic partnerships, advertising,

sponsorship, vending machines, parking services, and the sale of gift cards.

4K&E 14235536.

B. Master Planned Communities

7. In addition to its core shopping center business, the GGP Group also owns

and develops large-scale, long-term master planned communities. GGP Group has five master

planned communities located in and around Columbia, Maryland; Summerlin, Nevada; and

Houston, Texas. These communities contain approximately 18,500 saleable acres ofland. They

feature residential, retail, office and mixed-use components as well as schools, civic spaces and

other amenities including parks, lakes, golf courses, and wilderness trails. The master planned

community segment's revenue is generated primarily from the sale of improved land to

homebuilders and commercial developers.

C. Financials

8. As of December 31, 2008, the GGP Group as a whole reported

approximately $29.6 billion in total assets and approximately $27.3 bilion in total liabilities

(including the GGP Group's proportionate share of joint venture indebtedness). Of the $27.3

billon in total liabilities, $24.85 billion represents the aggregate consolidated outstanding

indebtedness of consolidated entities, which includes $6.58 bilion in unsecured, recourse

indebtedness and $18.27 bilion in debt secured by properties. For 2008, the GGP Group

reported consolidated revenue of approximately $3.4 bilion and net cash from operating

activities of$555.6 milion. The GGP Group employs approximately 3,700 people. Additional

information regarding the Debtors' businesses, capital structure, and the circumstances leading to

the filing ofthese chapter 11 cases are set forth in the supporting declarations (collectively, the

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

Mesterharm Pursuant to Local Bankptcy Rule 1007-2 (the "First Dav Declaration"), which

are incorporated by reference herein.

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K&E 14235536.

III.

JURISDICTION

9. This Court has subject matter jurisdiction to consider and determine this

matter pursuant to 28 U.S.C. § 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b).

Venue is proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409.

IV.

RELIEF REQUESTED

10. By this Application, the Debtors seek the entry of an order pursuant to

sections 327(a) and 330 ofthe Bankptcy Code, Bankptcy Rules 2014(a) and 2016, and Rules

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

"Local Bankruptcy Rules") authorizing the employment and retention of K&E as their

co-attorneys in accordance with the terms and conditions set forth in that certain engagement

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

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

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

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

Gotshal & Manges LLP ("WG&M") as their co-attorneys pursuant to sections 327(a) and 330 of

the Bankruptcy Code, Bankrptcy Rules 2014(a) and 2016, and Local Bankruptcy Rules 2014-1

and 2016-1. Subject to the Court's approval, and as set forth more fully below, WG&M will also

serve as exclusive attorneys to the Specified Debtors. K&E and WG&M have established

specific process management tools to ensure full coordination between WG&M and K&E,

including, among other things, use of a single "work-in-progress" mechanism to track all

restructuring-related tasks, project tracking chars and frequent conference calls between the

6K&E 14235536.

Debtors, WG&M, and K&E to report on existing work streams and develop new work streams as

the Debtors' facts or circumstances may reasonably require.

A. Retention of K&E

12. The Debtors seek to retain K&E because ofK&E's recognized expertise

and extensive experience and knowledge in the field of debtors' protections, creditors' rights,

and business reorganizations under chapter 11 of the Bankruptcy Code. K&E has been actively

involved in major chapter 11 cases and has represented debtors in many cases, including, among

others: In re Charter Commc'ns. Inc., Case No. 09-11435 (Bank. S.D.N.Y. April 15, 2009); In

re Masonite Corp., Case No. 09-10844 (Bank. D. DeL. April 14,2009); In re Chemtura Corp.,

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

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

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

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

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

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

May 30,2008); In re Kimball HilL Inc., Case No. 08-10095 (Bank. N.D. IlL. May 13, 2008); In

re Wellman. Inc., Case No. 08-10595 (Bank. S.D.N.Y. Mar. 19,2008); In re Leiner Health

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

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

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

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

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

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

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K&E 14235536.

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

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

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

13. Not only does K&E have significant expertise with representing

chapter 11 debtors in general, but K&E has developed particular expertise with the Debtors'

businesses and many of the legal issues that the Debtors wil encounter in these chapter 11 cases.

Since K&E was retained as the Debtors' co-attorneys in late December 2008, K&E has been

working with the Debtors and their advisors to understand the Debtors' day-to-dayoperations,

corporate structure, cash flows, and debt obligations. K&E has committed a significant level of

resources and devoted thousands of working hours to this process. As a result, K&E has become

intimately familiar with the GGP Group's numerous properties and their affiliated entities,

including the financial and corporate governance issues unique to each entity and how such

entities are integrated into the GGP Group's complex corporate structure and overall

restructuring strategy.

14. Among other things, K&E has analyzed certain aspects of more than 200

loan agreements arising from the Debtors' mortgage level debt. In particular, this review

encompassed the Debtors' various loan agreements connected with their more than 100

commercial mortgage-backed securities transactions and the various pooling and servicing

agreements associated with those loans (including the relevants rights, remedies, and events of

default and other provisions arising from each agreement). K&E has also begun developing

strategies with respect to the long-term considerations for the Debtors' project level assets and

undertaken a comprehensive review of the organizational documents relevant to each entity.

8

K&E 14235536.

And, throughout this time, K&E has been coordinating all aspects of this representation with

their co-attorneys, WG&M.

15. Consistent with these efforts, and at the Debtors' direction, K&E has

concentrated its strategic focus on four key areas: (a) assisting the Debtors and their advisors

with understanding the complexities of the approximately 100 commercial mortgage-backed

securities transactions (involving more than $10 billon dollars in secured indebtedness) in which

the Debtors have participated; (b) advising the Debtors with respect to various corporate

governance issues at many ofthe project entities within the GGP Group's corporate structure;

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

(d) developing aspects of a restructuring strategy for the Debtors' project level assets and

mortgage level indebtedness. During this time, K&E has also established a close working

relationship with the Debtors' other advisors, including with respect to the various project level

issues that wil be handled by WG&M.

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

Debtors for chapter 11, the Debtors have become comfortable with K&E and its restructuring

approach. Accordingly, the Debtors believe that K&E is both well-qualified and uniquely able to

represent them in these chapter 11 cases in an efficient and timely manner. Given the prohibitive

amount oftime and expense necessary to replicate K&E's comprehensive familiarity with the

Debtors' individual affiliates and their respective restructuring needs, the Debtors believe they

would be substantially prejudiced by their inability to retain K&E as their co-attorneys as

provided herein.

9K&E 14235536.

B. Scope of Services

17. Subject to the Court's approval, K&E and WG&M wil be retained as

co-attorneys to the Debtors, and WG&M wil serve as exclusive attorneys to the Specified

Debtors. The Debtors are extremely mindful of the need to avoid any duplication of services

provided by their attorneys. As noted above, K&E and WG&M have been working together for

more than three months and have established a track record and specific processes to maintain

the efficient coordination of their respective workflows.3 Subject to the Court's approval, the

Debtors wil continue to utilize the coordinated services provided by K&E and WG&M

following the Commencement Date.

18. Specifically, WG&M wil advise the Debtors and the Specified Debtors on

(a) obtaining "first day" relief from the Court, including financing, cash collateral usage,

adequate protection issues and cash management; (b) negotiating with holders of existing

corporate level debt and equity, including holders of the Rouse Bonds, TRUPS, the GGP LP

Notes and the 2008 Facility (each as defined in the First Day Declaration); (c) various project

level restructuring matters; and (d) their plan of reorganization, including confirmation matters

and related litigation affecting all Debtors and the Specified Debtors.

19. K&E wil advise the Debtors on (a) fiing and corporate governance issues

with respect to certain subsidiaries; (b) matters relevant to the GGP Group's international

affiliates; (c) transactional work related to the project level assets, including potential sales of

project level assets; (d) various restructuring matters for mortgage level debt (other than the 2008

3 The Debtors and the Specified Debtors have also executed (and K&E and WG&M have

acknowledged) a common interest agreement pursuant to which both K&E and WG&M may advisevarious affiliates of the GGP Group on strategies without compromising client confidentiality orprivilege.

10K&E 14235536.

Facility), including issues and restructuring alternatives relating to commercial mortgage-backed

securties; and (e) their plan of reorganization relating to project level issues and mortgage level

indebtedness.4 Relevant confirmation issues would be addressed by K&E and WG&M in a

manner consistent with their respective responsibilities, as set forth above.

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

Debtors request that K&E be authorized to render the following services: (a) advising the

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

management and operation of their business and properties; (b) preparing pleadings, including

motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to

the administration of the Debtors' estates and consistent with the services identified herein;

( c) appearing before the Court and any appellate courts to represent the interests of the Debtors'

estates before those courts in connection with the services identified herein; and (d) performing

all other legal services reasonably necessary or otherwise beneficial for the Debtors in

connection with the prosecution of these chapter 11 cases in connection with the services

identified herein.

c. K&E's Disinterestedness

21. To the best of the Debtors' knowledge and as disclosed herein and based

upon the Sprayregen Declaration, the Debtors submit that: (a) K&E is a "disinterested person"

within the meaning of section 101(14) ofthe Bankrptcy Code, as required by section 327(a) of

the Banruptcy Code, and does not hold or represent an interest adverse to the Debtors' estates;

4 The Debtors reserve the right to amend the respective duties of their co-attorneys, K&E and

WG&M, to the extent they deem reasonably necessary as the facts and circumstances of these chapter 11cases continue to evolve.

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K&E 14235536.

and (b) K&E has no connection to the Debtors, their creditors, or their related paries except as

may be disclosed in the Sprayregen Declaration.

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

Properties, Inc. and certain affiliates of General Growth Properties, Inc. are defendants in civil

litigation currently pending before the Circuit Court of Cook County, Ilinois, captioned Center

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

(the "State Court Liti2ation"). K&E represents the plaintiffs on behalf of their beneficial

owner, JMB Realty Corp. ("JMB Realty"), in the State Court Litigation. Among the 16 separate

defendants named in the State Court Litigation, four debtors in the above-captioned bankptcy

cases are defendants in the State Court Litigation: Rouse LLC, The Rouse Company, L.P.,

GGP LP, and General Growth Properties, Inc. (collectively, the ..Specifed Defendants"). Other

defendants include affliates of Westfield America and Simon Property Group.4

23. K&E does not and wil not represent the Specified Defendants. WG&M

wil serve as exclusive attorneys to the Specified Defendants. As such, the Debtors respectfully

submit that K&E's continued representation of JMB Realty in the State Court Litigation does not

give rise to an adverse interest under the Bankptcy Code, the Bankptcy Rules, or the Local

4 The 16 defendants named in the State Cour Litigation, including debtors in the above-captioned

bankptcy cases, are: Urban Shopping Centers LP; General Growth Properties, Inc.; GGP LP; RouseLLC; Growth Head GP, LLC; Head Acqusition L.P.; The Rouse Company L.P.; The Rouse Company;Rouse-Urban LLC; Simon Property Group Inc.; Simon Property Group LP; SPG Head GP LLC; TRCGP,Inc.; Westfield America Inc.; Westfield America Ltd. Partnership; and Westfield America Trust. Sevendefendants are completely unaffiiated with, and are unrelated to, the GGP Group: Growth Head GPLLC; Simon Property Group Inc.; Simon Property Group LP; SPG Head GP LLC; Westfield AmericaInc.; Westfield America Ltd. Partnership; and Westfield America Trust. Thee defendants are affiiatedwith the GGP Group but are not debtors: Urban Shopping Centers LP; Head Acquisition LP; andRouse-Urban LLC. Two defendants, The Rouse Company and TRCGP, Inc., were formerly affiliates ofthe GGP Group. The Rouse Company was merged into The Rouse Company L.P. pursuant to the GGPGroup's November 2004 acquisition of The Rouse Company; TRCGP, Inc. merged into TRCGP, LLC inNovember 2004, which was subsequently dissolved in February 2008.

12K&E 14235536.

Banptcy Rules. The Debtors do not believe this representation affects K&E's

disinterestedness given that K&E does not represent an interest adverse to any Debtor

represented by K&E. Moreover, and out of an abundance of caution, K&E wil not represent

two other entities that have direct or indirect ownership interests in certain of the Specified

Defendants to further separate any Debtor from the State Court Litigation.5 In total, only six of

the almost 400 debtors in these chapter 11 cases are Specified Debtors, and none of these six

entities wil be represented by K&E. Moreover, as set forth in the Sprayregen Declaration, K&E

has implemented formal screening protocols to preserve the confidentiality of client

communications and information. As a result, the Debtors respectfully submit that their

retention of K&E as co-attorneys satisfies the requirements of the Banptcy Code, the

Bankrptcy Rules, and the Local Bankptcy Rules while preserving the Debtors' access to

experienced counsel, paricularly given the size and scale of these chapter 11 cases. See In re

Diva Jewelry Design. Inc., 367 B.R. 463, 477 (Bank. S.D.N.Y. 2007) (Gerber, J.) C.Only in the

rarest of cases should the trustee be deprived of the privilege of selecting his own counseL."

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

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

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

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

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

required by Bankruptcy Rule 2014(a).

5 These two entities are: (a) The Rouse Company Operating Partnership LP, which is a direct

owner of Rouse-Urban LLC (a Specified Defendant) and a subsidiary of The Rouse Company L.P. (aSpecified Defendant); and (b) The Rouse Company BT, LLC, which is an indirect owner of Rouse-UrbanLLC (a Specified Defendant) and a subsidiary of Rouse LLC (a Specified Defendant) (collectively, withthe Specified Defendants, the ..Specified Debtors").

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K&E 14235536.

D. Professional Compensation

25. As set forth in and based upon the Sprayregen Declaration, K&E intends

to apply for compensation for professional services rendered and reimbursement of expenses

incurred in connection with the Debtors' chapter 11 cases, subject to the Court's approval and in

compliance with applicable provisions of the Bankptcy Code, the Banptcy Rules, the Local

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

Southern District of New York (the ..U.S. Trustee"), and any other applicable procedures and

orders of the Court, on an hourly basis. The hourly rates and corresponding rate strcture to be

utilized by K&E in these chapter 11 cases are essentially equivalent to the hourly rates and

corresponding rate structure used by K&E for restructuring, workout, bankruptcy, insolvency,

and comparable matters, as well as similar complex corporate, securities, and litigation matters

whether in court or otherwise, regardless of whether a fee application is required.

26. As set forth in and based upon the Sprayregen Declaration, K&E operates

in a dynamic, national marketplace for legal services in which rates are driven by multiple

factors relating to the individual lawyer, his or her area of specialization, the firm's expertise,

performance, and reputation, the nature of the work involved, and other factors. Because the

sub-markets for legal services are fragmented and are affected by a variety of individualized and

interdependent factors, K&E has no one rate for an individual biler that applies to all matters for

all clients. K&E rates for an individual biler may vary as a function of the type of matter,

geographic factors, the nature of certain long-term client relationships, and various other factors,

including those enumerated above.

27. As set forth in and based upon the Sprayregen Declaration, K&E's hourly

rates are set at a level designed to compensate K&E for the work of its attorneys and paralegals

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K&E 14235536.

and to cover fixed and routine overhead expenses. Hourly rates vary with the experience and

seniority of the individuals assigned. These hourly rates are subject to periodic adjustments to

reflect economic and other conditions and are consistent with the rates charged elsewhere. In

particular, K&E's current hourly rates for matters related to these chapter 11 cases range as

follows:6

Billig Category

PartnersOf CounselAssociatesParaprofessionals

Range$550 - $965$390 - $965$320 - $660$120 - $280

28. The following professionals are presently expected to have primary

responsibility for providing services to the Debtors: James H.M. Sprayregen, P.C. and Anup

Sathy, P .C. In addition, and as necessary, other K&E professionals and paraprofessionals will

provide services to the Debtors.

29. As set forth in and based upon the Sprayregen Declaration, it is K&E's

policy to charge its clients in all areas of practice for identifiable, non-overhead expenses

incurred in connection with the client's case that would not have been incurred except for

representation ofthat particular client. It is also K&E's policy to charge its clients only the

amount actually incurred by K&E in connection with such items. Examples of such expenses

include postage, overnight mail, courier delivery, transportation, overtime expenses, computer

assisted legal research, photocopying, outgoing facsimile transmissions, airfare, meals, and

lodging.

6 For professionals and paraprofessionals residing outside the U.S., hourly rates are biled in the

applicable foreign curency. When biling a U.S. entity, such foreign rates are converted into U.S. dollarsat the then-applicable conversion rate. After converting these foreign rates into U.S. dollars, it is possiblethat certain biling rates may exceed the biling ranges set forth herein.

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K&E 14235536.

30. As set forth in and based upon the Sprayregen Declaration, to ensure

compliance with all applicable deadlines in these chapter 11 cases, from time to time K&E

utilizes the services of overtime secretares. K&E charges fees for these services pursuant to the

Engagement Letter, which permits K&E to bil the Debtors for overtime secretarial charges that

arise out of business necessity. In addition, K&E professionals also may charge their overtime

meals and overtime transportation to the Debtors consistent with prepetition practices.

31. As set forth in and based upon the Sprayregen Declaration, K&E currently

charges between $0.10 and $0.15 per page for standard duplication in its offices in the United

States. K&E does not charge its clients for facsimile transmissions. K&E has negotiated a

discounted rate for Westlaw computer assisted legal research. Computer assisted legal research

is used whenever the researcher determines that using Westlaw is more cost effective than using

traditional (non-computer assisted legal research) techniques.

32. K&E has received a retainer as disclosed in the Sprayregen Declaration

for its prepetition and postpetition services rendered and expenses incurred on behalf ofthe

Debtors. To date, K&E has received the amounts set forth in the Sprayregen Declaration from

the Debtors as compensation for professional services performed in the ninety days before the

Commencement Date and for the reimbursement of reasonable and necessary expenses incurred

in connection therewith. Notably, all such amounts were paid to K&E to ensure the maintenance

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

legal services rendered before the Commencement Date.

16K&E 14235536.

v.

NOTICE

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

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

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

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

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

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

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

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

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

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

trustee under (i) that certain Indenture, dated as of May 5, 2006, and (ii) that certain Indenture,

dated as of April 16,2007; (h) LaSalle Bank National Association and Wilmington Trust, FSB,7

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

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

Indenture, dated as of February 24, 1995; and (j) those creditors holding the 100 largest

unsecured claims against the Debtors' and Specified Debtors' estates (on a consolidated basis).

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

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

17

K&E 14235536.

WHEREFORE, for the reasons set forth herein, the Declarations (including the

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

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

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

Commencement Date, (b) approving the terms of the Engagement Letter, and ( c) granting such

other and further relief as is just and proper.

Date: April 16, 2009New York, New York

GGPLP, LLC, et al.Isl Ronald L. GemName: Ronald L. GernTitle: Senior Vice President

18

K&E 14235536.

EXHIBIT A

DEBTORS

10000 Covington Cross, LLC N/A

10000 West Charleston Boulevard N/A Austin Mall, LLC N/ALLC

Bakersfield Mall, Inc. N/A10 190 Covington Cross, LLC N/A

1120/1140 Town Center Drive, LLC N/ABakersfield Mall LLC 3084

1160/1180 Town Center Drive, LLC N/ABaltimore Center Associates Limited 5598Partership

1201-1281 Town Center Drive, LLC N/A Baltimore Center Garage Limited N/APartership

1251 Center Crossing, LLC N/A Baltimore Center, LLC N/A

1450 Center Crossing Drive, LLC N/A Bay City Mall Associates L.L.C. N/A

1451 Center Crossing Drive, LLC N/A Bay Shore Mall II L.L.C. 9502

1551 Hilshire Drive, LLC N/A Bay Shore Mall, Inc. N/A

1635 Vilage Centre Circle, LLC N/A Bay Shore Mall Parters 5255

1645 Vilage Center Circle, LLC N/A Beachwood Place Holding, LLC N/A

9901-9921 Covington Cross, LLC N/A Beachwood Place Mall, LLC N/A

9950-9980 Covington Cross, LLC N/A Bellis Fair Partners 5992

Alameda Mall Associates N/A Benson Park Business Trust N/A

Alameda Mall L.L.c. N/A Birchwood Mall, LLC N/A

Apache Mall, LLC N/A Boise Mall, LLC N/A

Arizona Center Parkig, LLC N/A Boise Town Square Anchor N/A

Augusta Mall, LLC N/AAcquisition, LLCBoise Towne Plaza L.L.C. N/A

Augusta Mall Anchor Acquisition, N/A Boulevard Associates 7916LLCAugusta Mall Anchor Holding, LLC N/A Boulevard Mall, Inc. N/A

Augusta Mall Holding, LLC N/A Boulevard Mall I LLC 3079

Boulevard Mall II LLC 3080

BTS Properties L.L.C. N/A

* Pursuant to Treasury Regulation section The Burlington Town Center LLC N/A301.7701-3(b), certain Debtors are disregardedfor tax purposes. '"N/ A" indicates that a separate Cache Valley, LLC N/Atax identification number is not required forthese Debtors.

K&E 14235536.

Caledonian Holding Company, Inc. N/A Fallbrook Square Parters Limited

PartnershipCentury Plaza, Inc. N/A Fallbrook Square Parers L.L.C. N/ACentu Plaza L.L.C. 9142 Fallen Timbers Shops, LLC N/AChampaign Market Place L.L.c. N/A Fallen Timbers Shops II, LLC N/AChapel Hils Mall L.L.c. N/A Faneuil Hall Marketplace, LLC N/AChattanooga Mall, Inc. N/A Fashion Place, LLC N/AChico Mall L.L.C. N/A Fashion Place Anchor Acquisition, N/AChico Mall, L.P. N/A

LLCFashion Show Mall LLC N/A

Chula Vista Center, LLC N/A Fifty Columbia Corporate Center, N/ACollin Creek Anchor Acquisition, N/A LLCLLC Forty Columbia Corporate Center, N/ACollin Creek Mall, LLC N/A LLC

Fox River Shopping Center, LLC N/AColony Square Mall L.L.c. N/A

Franklin Park Mall, LLC 1736Columbia Mall L.L.C. N/A

Franklin Park Mall Company, LLC N/ACoronado Center L.L.C. N/A

Gateway Crossing L.L.C. N/ACoronado Center Holding L.L.C. N/A

Gateway Overlook Business Trust N/ACottonwood Mall, LLC N/A

Gateway Overlook II Business Trust N/ACountr Hils Plaza, LLC N/A

General Growth Properties, Inc.+ 3895DeerbrookMall, LLC N/AGGP Acquisition, L.L.C. N/ADK Burlington Town Center LLC N/AGGP Ala Moana L.L.C. N/AEagle Ridge Mall, Inc. N/AGGP Ala Moana Holdings L.L.C. N/AEagle Ridge Mall, L.P. 1211

Eastridge Shopping Center L.L.c. GGP American Holdings Inc. N/AN/A

Eden Prairie Anchor Building L.L.c. GGP American Properties Inc. N/AN/AGGP General II, Inc. N/AEden Prairie Mall, Inc. N/AGGP Holding, Inc. 0211Eden Prairie Mall L.L.C. 1182

Elk Grove Town Center L.L.C. GGP Holding II, Inc. 7493N/A

Elk Grove Town Center, L.P. N/A

ER Land Acquisition L.L.c. N/A + Specified Debtor (as defined in theApplication).

2K&E 14235536.

GGP Holding Services, Inc. 0219 GGP-Maine Mall Land L.L.c. N/A

GGP Ivanoe II, Inc. N/A GGP-Mall of Louisiana, L.P. 7204

GGP Ivanoe IV Services, Inc. 6959 GGP-Mint Hil L.L.C. N/A

GGP Jordan Creek L.L.C. N/A GGP-Moreno Valley, Inc. N/A

GGP Kapiolani Development L.L.C. N/A GGP-Newgate Mall, LLC N/A

GGP Knollwood Mall, LP 1685 GGP-NewPark, Inc. N/A

GGP Limited Partnership + 6121 GGP-NewPark L.L.c. N/A

GGP Natick Residence LLC N/A GGP-Nort Point, Inc. N/A

GGP Savannah L.L.c. N/A GGP-Nort Point Land L.L.C. N/A

GGP Vilage at Jordan Creek L.L.C. N/A GGP-Pecanland, Inc. N/A

GGP/Homart, Inc. 2784 GGP-Pecanland, L.P. 0863

GGP/Homart Services, Inc. 2467 GGP-Pecanland II, L.P. 0891

GGP-Bay City One, Inc. N/A GGP-Redlands Mall L.L.C. N/A

GGP-Brass Mill, Inc. N/A GGP-Redlands Mall, L.P. N/A

GGP-Burlington L.L.C. 2109 GGP-South Shore Partners, Inc. N/A

GGP-Canal Shoppes L.L.C. N/A GGP-Steeplegate, Inc. N/A

GGP-Foothils L.L.c. N/A GGP-Tucson Land L.L.C. N/A

GGP-Four Seasons L.L.c. N/A GGP-Tucson Mall L.L.C. N/A

GGP-Glenbrook L.L.C. N/A GGP-UC L.L.c. N/A

GGP-Glenbrook Holding L.L.c. N/A Grand Canal Shops II, LLC N/A

GGP-Grandvile L.L.c. 6334 Grandvile Mall, Inc. N/A

GGP-Grandvile II L.L.c. N/A Grandvile Mall II, Inc. N/A

GGP-Grandvile Land L.L.c. 1990 Greengate Mall, Inc. 8940

GGP-La Place, Inc. N/A Greenwood Mall Land, LLC N/A

GGP-Lakeview Square, Inc. N/A Harbor Place Associates Limited 8763

GGP-Lansing Mall, Inc.Partnership

N/A Harborplace Borrower, LLC N/AGGPLP, L.L.c. 9491 HHP Governent Services, Limited 5387GGP-Maine Mall L.L.C. N/A Partnership

GGP-Maine Mall Holding L.L.C.Hickory Ridge Vilage Center, Inc. N/A

N/A

3

K&E 14235536.

HMF Properties, LLC N/A

Ho Retail Properties I Limited 6769 Lincolnshire Commons, LLC N/APartnership

Lockport L.L.c. 5991Ho Retail Properties II Limited N/AParership Lynaven Holding L.L.C. N/AHocker Oxmoor, LLC N/A

Lynaven Mall L.L.C. N/AHocker Oxmoor Partners, LLC N/A

Majestic Parers-Provo, LLC N/AHoward Hughes Canyon Pointe Q4, N/A

Mall of Louisiana Holding, Inc. N/ALLCThe Howard Hughes Corporation 8800 Mall of Louisiana Land, LP N/A

Howard Hughes Properties, Inc. 8603 Mall of Louisiana Land Holding, N/ALLCHoward Hughes Properties, Limited 3933 Mall of the Bluffs, LLC N/APartership

Howard Hughes Properties IV, LLC N/A Mall St. Matthews Company, LLC N/A

Howard Hughes Properties V, LLC N/A Mall St. Vincent, Inc. N/A

HRD Parking, Inc. N/A Mall St. Vincent, L.P. 6370

HRD Remainder, Inc. N/A Mayfair Mall, LLC N/A

Hulen Mall, LLC N/A MSAB Holdings, Inc. N/A

The Hughes Corporation 4858 MSAB Holdings L.L.c. 7198

Kapiolani Condominium N/A MSM Property L.L.C. 2929Development, LLC

Natick Retail, LLC N/AKapiolani Retail, LLC N/A

Knollwood Mall, Inc. N/A New Orleans Riverwalk Associates 0856

La Place Shopping, L.P. N/A New Orleans Riverwalk Limited 1645Lakeside Mall Holding, LLC 7441

PartnershipNewgate Mall Land Acquisition, N/A

Lakeside Mall Property, LLC N/A LLCNewpark Anchor Acquisition, LLC N/A

Lakeview Square Limited Partership 8376NewPark Mall L.L.C. N/ALand Trust No. 89433 N/ANorth Plains Mall, LLC N/ALand Trust No. 89434 N/ANort Star Anchor Acquisition, LLC N/ALand Trust No. FHB-TRES 200601 N/ANort Star Mall, LLC N/ALand Trust No. FHB-TRES 200602 N/ANort Town Mall, LLC N/ALandmark Mall L.L.C. N/ANortgate Mall L.L.c. N/A

4K&E 14235536.

NSMN, LLC 9431 Price Development TRS, Inc. 8038

Oakwood Hils Mall, LLC N/A Price Financing Partnership, L.P. N/A

Oakwood Shopping Center Limited 9385 Price GP L.L.C. N/AParership

Price-ASG L.L.c.Oglethorpe Mall L.L.C. N/A N/A

Oklahoma Mall L.L.C. 8382Price Kuhio Plaza, Inc. N/A

OM Borrower, LLC N/AProvidence Place Holdings, LLC N/A

One Wilow Company, LLC N/ARASCAP Realty, Ltd. N/A

Orem Plaza Center Street, LLC N/ARedlands Land Acquisition Company N/AL.L.C.

Owings Mils Limited Partership N/A Redlands Land Acquisition Company N/ALP

Park Mall, Inc. N/A Redlands Land Holding L.L.C. N/A

Park Mall L.L.C. 8169 Ridgedale Center, LLC N/A

Park Square Limited Partership N/A Rio West L.L.C. N/A

Parke West, LLC N/A River Falls Mall, LLC N/A

Parkside Limited Partnership N/A River Hils Land, LLC N/A

Parkview Office Building Limited N/A River Hils Mall, LLC N/APartnershipPDC Community Centers L.L.c. N/A Rogue Valley Mall L.L.C. N/A

PDC-Eastridge Mall L.L.C. N/A Rogue Valley Mall Holding L.L.C. N/A

PDC-Red Cliffs Mall L.L.C. N/A Rouse LLC+ N/A

Peachtree Mall L.L.c. N/A The Rouse Company LP+ N/A

Pecanland Anchor Acquisition, LLC N/A The Rouse Company at Owings N/A

Phase II Mall Subsidiar, LLCMils, LLC

N/A The Rouse Company BT, LLC+ N/A

Piedmont Mall, L.L.C. N/A The Rouse Company of Florida, LLC N/A

Pierre Bossier Mall, LLC N/A The Rouse Company of Louisiana, N/APine Ridge Mall L.L.C. N/A LLC

Pines Mall ParersThe Rouse Company of Michigan, N/A

2185 LLC

Pioneer Offce Limited Partnership 4181The Rouse Company of Minnesota, N/ALLC

Pioneer Place Limited Partnership 4180 The Rouse Company of Ohio, LLC N/A

Price Development Company, N/A The Rouse Company Operating N/ALimited Partnership Parnership LP+

5

K&E 14235536.

Rouse F.S., LLC 9886 Sikes Senter, LLC N/A

Rouse Office Management of N/A Silver Lake Mall, LLC N/AArzona, LLC

Sixty Columbia Corporate Center,Rouse Providence LLC N/A N/ALLC

Rouse Ridgedale, LLC N/A Sooner Fashion Mall L.L.C. N/A

Rouse Ridgedale Holding, LLC N/A South Shore Parters, L.P. 6053

Rouse SI Shopping Center, LLC N/A South Street Seaport Limited N/A

Rouse Southland, LLCPartnership

N/A Southlake Mall L.L.c. N/ARouse-Arzona Center, LLC N/A Southland Center, LLC N/ARouse-Arizona Retail Center Limited 4885 Southand Center Holding, LLC N/APartershipRouse- Fairwood Development 9217 Southland Mall, Inc. N/ACorporation

Southland Mall, L.P.Rouse-New Orleans, LLC N/A 1889

Rouse-Oakwood Shopping Center, N/A Southwest Denver Land L.L.c. N/ALLC Southwest Plaza L.L.C. N/ARouse-Orlando, LLC N/A

Rouse-Phoenix Cinema, LLCSpring Hill Mall L.L.C. N/A

N/ASt. Cloud Land L.L.c. N/ARouse-Phoenix Corporate Center N/A

Limited Partnership St. Cloud Mall L.L.c. N/ARouse-Phoenix Development N/A

St. Cloud Mall Holding L.L.C.Company, LLC N/ARouse-Phoenix Master Limited 5092 Stonestown Shopping Center L.L.C. N/APartershipRouse-Phoenix Theatre Limited N/A Stonestown Shopping Center, L.P. N/APartnershipRouse-Portland, LLC N/A Summerlin Centre, LLC N/A

RS Properties Inc. N/A Summerlin Corporation 5927

Saint Louis Galleria L.L.c. N/A Three Rivers Mall L.L.c. N/A

Saint Louis Galleria Anchor N/A Three Wilow Company, LLC N/AAcquisition, LLC

Town East Mall, LLCSaint Louis Galleria Holding L.L.C. N/A N/A

Saint Louis Land L.L.C. N/A Tracy Mall, Inc. N/A

Seaport Marketplace, LLC N/A Tracy Mall Partners, L.P. 7674

Seaport Marketplace Theatre, LLC N/A Tracy Mall Partners I L.L.c. 9500

Sierra Vista Mall, LLC N/A Tracy Mall Partners II, L.P. 9495

6K&E 14235536.

TRC Co-Issuer, Inc. 0460 Vista Commons, LLC N/A

TRC Wilow, LLC N/A Vista Ridge Mall, LLC N/A

Tucson Anchor Acquisition, LLC N/A VW Condominium Development, N/ALLC

TV Investment, LLC N/A Ward Gateway-Industrial-Vilage, N/ATwo Arzona Center, LLC N/A

LLCWard Plaza-Warehouse, LLC N/A

Two Wilow Company, LLC N/A Weeping Wilow RNA, LLC N/ATysons Galleria L.L.C. N/A West Kendall Holdings, LLC N/AU.K.-American Properties, Inc. N/A Westwood Mall, LLC N/AValley Hils Mall, Inc. N/A

White Marsh General Partership N/AValley Hils Mall L.L.C. 6809 White Marsh Mall Associates N/AValley Plaza Anchor Acquisition, N/A White Marsh Mall LLC N/ALLCVCK Business Trust N/A White Marsh Phase II Associates N/AVictoria Ward Center L.L.C. N/A White Mountain Mall, LLC N/AVictoria Ward Entertainment Center, N/A Wilow SPE, LLC N/AL.L. C.Victoria Ward, Limited 7590 Wilowbrook II, LLC N/A

Victoria Ward Services, Inc. 8057 Wilowbrook Mall, LLC N/A

The Vilage of Cross Keys, LLC N/A Woodbridge Center Propert, LLC N/A

Visalia Mall L.L.C. N/A The Woodlands Mall Associates, N/ALLC

Visalia Mall, L.P. N/A

7K&E 14235536.

EXHIBIT B

K&E 14235536.

UNITED STATES BANKRUPTCY COURTSOUTHERN DISTRICT OF NEW YORK

--------------------------------------------------------------- J(

In re Chapter 11 Case No.

GENERAL GROWTHPROPERTIES, INC., et aI.,

09 - ( )

(Joint Administration Requested)Debtors.

---- -- --- -- - -- -- ---- - -- - -- ---- -- -- - -------- - ------- --- ---- - ----x

ORDER PURSUANT TOSECTIONS 327(a) AND 328(b) OF THE BANKRUPTCY CODE

AND RULE 2014(a) OF THE FEDERAL RULES OF BANKRUPTCY PROCEDUREAUTHORIZING THE EMPLOYMENT AND RETENTION OF

KIRKLAND & ELLIS LLP AS CO-ATTORNEYS FOR THE DEBTORS NUNC PROTUNC TO THE COMMENCEMENT DATE

Upon the application (the ""Application")! ofthe above-captioned debtors other

than the Specified Debtors (collectively, the ""Debtors")2 for the entry of an order authorizing the

Debtors to employ and retain Kirkland & Ells LLP C"K&E") as their co-attorneys in connection

with their chapter 11 cases effective nunc pro tunc to the Commencement Date, pursuant to

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

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

Rules"), and Rules 2014-1 and 2016-1 ofthe Local Bankptcy Rules for the Southern District

of New York (the ""Local Bankruptcy Rules"); and the Court having jurisdiction to consider the

Application and the relief requested therein pursuant to 28 U.S.C. §§ 157 and 1334;

consideration of the Application and the relief requested therein being a core proceeding

! Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the

Application.

2 A list of the Debtors in these chapter 11 cases, along with the last four digits of each Debtor'sfederal tax identification number, is attached to the Application as Exhibit" A".

K&E 14235536.

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

§§ 1408 and 1409; the Court having reviewed the Application and the Sprayregen Declaration;

the Court being satisfied based on the representations made in the Application and the

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

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

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

Court that the relief requested is in the best interests of the Debtors' estates, their creditors and

other parties in interest; and good, adequate and sufficient cause has been shown to justify the

immediate entry of this order after due deliberation and sufficient cause appearing therefor, it is

HEREBY ORDERED THAT

1. The Application is granted as provided herein.

2. The Debtors are authorized to employ and retain K&E as their

co-attorneys in accordance with the terms and conditions set forth in the Application and in that

certain engagement letter attached hereto as Exhibit "1" (the ""En2a2ement Letter"), effective

nunc pro tunc to the Commencement Date.

3. K&E is authorized to render professional services to the Debtors as

described in the Engagement Letter and the Application (including the description of services set

forth therein) and advise the Debtors on: (a) filing and corporate governance issues with respect

to certain subsidiaries; (b) matters relevant to the GGP Group's international affiliates;

(c) transactional work related to the project level assets, including potential sales of project level

assets; (d) various restructuring matters for mortgage level debt (other than the 2008 Facility),

including issues and restructuring alternatives relating to commercial mortgage-backed

securities; and (e) their plan of reorganization relating to project level issues and mortgage level

2K&E 14235536.

indebtedness. Relevant confirmation issues wil be addressed by K&E and WG&M in a manner

consistent with their respective responsibilities, as set forth in the Application.

4. Consistent with and in furtherance of the services set forth above, K&E is

authorized to render the following services: (a) advising the Debtors with respect to their powers

and duties as debtors in possession in the continued management and operation of their business

and properties; (b) preparng pleadings, including motions, applications, answers, orders, reports,

and papers necessary or otherwise beneficial to the administration of the Debtors' estates and

consistent with the services identified herein; (c) appearing before the Court and any appellate

courts to represent the interests of the Debtors' estates before those courts in connection with the

services identified herein; and (d) performing all other legal services reasonably necessary or

otherwise beneficial for the Debtors in connection with the prosecution of these chapter 11 cases

in connection with the services identified herein.

5. K&E shall apply for compensation for professional services rendered and

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

compliance with the applicable provisions of the Bankptcy Code, the Bankptcy Rules, the

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

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

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

Southern District of New York of any increases in the billng rates for its attorneys or

paraprofessionals who perform services for the Debtors during the pendency of the chapter 11

cases.

7. The Debtors are authorized to take all actions necessary to effectuate the

relief granted pursuant to this Order in accordance with the Application.

3

K&E 14235536.

8. The terms and conditions ofthis Order shall be immediately effective and

enforceable upon its entry.

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

related to the implementation of this Order.

Date:New York, New York United States Bankptcy Judge

4K&E 14235536.

EXHIBIT 1

K&E 14235536.

James H.M. Sprayigen. P.C.

To Call Wt Directly:(312) 861-2481

Jsprayregen(gkland.com

VI E-MA

GGPLP L.L.C.Att: Ronald Gem

Senior Vice Presidenti i 0 North Wacker DriveChicao, IL 60606

ANP AflUTI pl\PSKIRKLAD &. ELLIS LLP

200 Eas Randolph Dn\eChicgo. IUlnols 60a01

(312) 861-2000

ww.klrd.com

'Deceber 28, 2008

Facsimile:(312) 861-2200

pR1EGED & CONFENTIALFOR ADDREEE'S EYE ONLY

Re: Retention to Provide Leeal Servces

Dea Mr. Gem:

We are very pleased that you have asked us to represent GGPLP L.L.C., General GrowtManagement. Inc., and all of their curnt and fue subsidiaries and affliates other than the

JMB Defendants (as defined below) or as otherwise determined by GGPLP, L.L.C. (collectively,"you", "your" or the "Company") in connection with their debt obligations and potentialrestrcturing mattrs. Please note, the Firm's repreentation is only of the Company; except asotherwise provided herein, the Firm does not and wil not represent any sharholder, director,

offcer, parer, or joint venturer of the Company.

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

of Kikland & Ells LLP and Kirkand & Ells International LLP (collectively "K&E LLP" or the

"Fir") to provide legal services and constitutes an agreement between us. The Agreement setsfort our entire agrment for rendering profesional services for the curent mattr, as well asfor all other exstg or futu mattrs subject to the limitations discussed herein, except where

we otherwise agree in writing (e.g., by signing a different retention letr).

Personnel. i, along with my parters. Anup Saty, P.C. and David R. Seligman P.C.,

wil be primarily responsible for this engagement. Other attorneys and legal assistats also wil

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

acceptale to you.

Hong Kong Los AngelesLondon Munich New York Palo Alto San Francico Washinton. D.C.

KIRKLAD &. ELLIS LLP

December 28, 2008Page 2

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

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

unequivocally sted in writing.

Expenses. .Expenses .relRte4 to.providig serices shall ~ in~iuded in our staements as

disbursements advance by us on your behalf. Such expenses include photocopying, printing,scaing, witness fees, travel expenses, tiling and reording fees, certin secretaial overtime,and other overtime expenses, postge, express mal, and messenger charges, deposition cost,

computered legal resch charges, and oter computer services, and misceIlaneous othercharges. Our clients pay directly (and are solely responsible for) certan larger costs, such asconsultat or expert witness fees and expenses, and outside suppliers or contractors' charges. Byexecuting this Agreement below, you age to pay for all charges in acordance with theK&E LLP's schedule of charges, a copy of which is atached hereto at Schedule 1, as revisedfrom time to time.

Biling Procedures. Ou statements for fee and expenses are typically rederedmonthly and, unless other arangements lie made, payment in ful is due upon receipt We maaclust our biling cycle upon agreement with you. You may have the biling statement in anyreasonable format you choose, but we wil selec an initial format for the sttement unless youotherwse request in writing. Depending on the circumstances, however, estated or summarbils may be provided during certai biling cycles, with supporting time descriptions and

expense sumares to follow thereafer. K&E LLP wil provide the Company with a one-timecredit of $ i 50,000 to be applied against K&E LLP's first monthly invoice.

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

~ 139013:i

KIRKLAD 8. ELLIS LLP

Decmber 28, 2008Page 3

amount remain at or above the Finn's estimated fee and expenses expectd to be accrued andunpaid by the Company between payment cycles.

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

Termination. OW' retention may be terminate by either of us at any time by wrttennotice by or to you. Our -reprentaion wil end at the ealiest of (a) YoW' termination of our

representation, (b) our withdrawal, and (c) the substatial completion of our substtive work.We normally do not withdraw from R representation i¡nles the client mÌSeprese.nt~. or fails ta-disclose material fats, fails to pay fees or exenses, or makes it unethical or unreasnablydiffcult for us to contiue to represent the client, or unless other just cause exists. If permissionfor withdrawal is required by a court we shall apply promptly for such pennission, andtermination shall coincide with the cour order for withdrawa. If this Agreement or our servicesare terminatd for any reaon, such termation sliallbe effective only to terminate our servicesprospectively and all the other terms of this Agreement shall survive any such terination.

Upon cessaton of our active involvement in a paricular matter (even if we continueactive involvement in other mattrs on your behalf), we wil have no furter dut to inform youof future developments or chages in law as may be relevant to such matter. Furter, unles you

and we mutlly agee in writing to the contrary, we wil have no obligaton to monitor renewalor notice dates or similar dealines that may arse from the matters for which we had beenretained.

Cell Phone and E-Mail Communication. K&E LLP hereby informs you and youhereby acIaowledge that K&E LLP's atrneys sometimes communica with their clients andtheir clients' professionals and agents by cell telephone, that such communications are capable ofbeing intercepte by others and therefore may be deemed no longer protected by the

attorney-client privílege, and that you must inform K&E LLP if you do not wish K&E LLP todiscuss privileged mattrs on cell telephones with you or your professionals or agents.

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

File Retention. All records and files wil be retained and disposed of in compliance with

oW' policy in effect ftom time to time. Subject to future changes, it is our current policy

K&13l1l52

KIRKLD &. ELLIS LLP

December 28, 2008Page 4

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

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

In paricular, as you know, K&l LLP currntly represents 1:M13 Realty Corp. .

('"JM Realty") in connection with Center Parters. Ltd.. et al. v. Urban Shoppine: Centers. L.P..et aI., Case No. 04 L 012194 (III. Cir. Ct.) (the "JM Litigation Matter") and wil continue to doso as described herein. JMB Realty. as plaintift is directly adverse to the current nameddefendats, including Geeral Growt Properties, Inc. ("GGP"), GGP L.P., Rouse-Urban LLC,

TRCGP, Inc., The Rouse Company, L.P., The Rouse Company, Rouse LLC, and HeaAcquisition L.P. (the "JM Defendats"), in the JMB Litigaon Maer. Pursuat to thisAgreement. you consent to K&E LLP's continued representation of JMB Realty in the JMLitigation Matter, including in mattrs directly adverse to GGP and the named defendants(including relate discovery), subjec to K&E LLP's insttution of its customar fonnalscreening protocol. a redacted version of which is attached hereto as Schedule 2 and whichprotocol shall not be modified as it relates to the Company in a matrially adverse mannerwithout the Company's prior consent. Given the Firm's current representation of JM Realty inthe JM Litigation matter, the Fir wil not repreent the Company in the 1M LitigatonMatter. You agree to use separate counsel to represent the Company in the JM LitigationMattr when required, and we wil not parcipate in the JM Litigation Matter on behalf of theCompany.

In addition, Kenneth Star, who is Of Counsel at K&E LLP, is providing CarsoAfliat Holdings ("Causo") advice in connection with an ongoing appeal in which GGP and

GGP/Homa II LL.C. are adverse to Caso (the "Caso Appeal''). K&E LLP is not (and hasnot been) counsel of rerd in the Carso Appel. Kenneth St may continue to advise Causoin connection with the Caro Appeal solely in his personal capacity and not as an employee o~or though his affliation with, K&E LLP. Kenneth Star wil not be involved in the Firm'srepresentation of the Company. Puruant to this Agreement, you agree to waive any conflct ofinteres relating to Kenneth Sta's advise to Caso in connection with the Causo Appea.

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

r:.u 1)\1IS2.

KIRKLA 8. ELLIS LLP

December 28, 2008Page 5

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

In underting our representation of the Company, we want to be fair not only to its. interests but also to those of our other clients. Because the Company is engaed in activities

(and may in the future engage in additional activities) in which its interests may diverge fromthose of our other clients, the possibilty exists that one of our curent or fure clients, includingthose clients discussd above, may tae positions adverse to the Company (including litigation orother disputeresoJution mechanisms) in a matter in which K&B LLP may be retained. Withoutlimiting the waivers and/or consents discuss above with rest to the 1MB Litigation Mattr

. and the Carso Appea, but subject in all respects to.the other provisions of this Agreement

regarding the JM Litigation Mater, in the event a preent conflct of interes exi between theCompany and our other clients. including those above-referenced clients. or in the event oneares in the futue, the Company agree to waive any such conflict of interest or other objectionthat would preclude our reresentation of another client (a) in other curent or future maters, notsubstanially reJate to this representation of the Company. and (b) other than during aRestrcturing Case(s). in other maters related to the Company; provided, however, that duringthe representaion describe herein and except as set fort herein. a separate waiver letter wouldbe require for K&13 LLP to represent another client direcly agaist the Compay in anylitigaon, adversar proceeing. or dispute resolution mechansm. The Company also agreesthat our representation is solely of the Company and that, except as otherwise provided herein,no member or other entity or person relatd to it (such as directors. offcers, or empJoyees) hasthe status of a client for confIct of interest purposes.

Resfrcturinl! Cases. If it becomes necesa for you to commence a rescturing caseunder chapter 1 i of the U.S. Bankruptcy Code (a "Restrcturing Case"), our ongoingemployment by you wil be subject to the approval of the court with jurisdiction over thepetition. If necessa, K&B LLP wil tae steps necss to prepae the disclosure materialsreuired in connection with K&E LLP's retention as co-lead restrctring counsel with reectto the Company. As par of this proce, we wil conduct a comprehensive conficts search,

including seache of all parers and joint ventures of the Company, to complete a retentionapplication. In the nea-tel'm.and.e extent necss, K&B LLP wiJ begin conflct checkson potentially interesed paries as provided by you.

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

K& U\1l5

KIRK &. ELLIS LLP

December 28, 2008Page 6

the Company in a Restructug Cae. If actual conflct of interest arise in the Company'sRestucturing Caes, the Company wil be requird to use separae conflicts counsel in thosemaers. and the Firm wil not paricipate in those mattrs on behalf of the Company.

K&E LLP and the Company's other restrcturing counel, WeiJ. Gotshal & Manges LLP("WGM"), have agreed to the terms of a protocol for allocting reponsibilty for therepresntation of the Company and the JM Defendats between K&E LLP and WGM in orderto eliminate conflcts of interest with respect to the JM Defendants and to prevent duplicaionof work. A cuent copy of the protocl is attached as Schedule 3.

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

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

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

LLP. KirIdand & Ells LLP is a limited liabilty parership organizd under the laws ofIlinois, and Kirkland & Ellis International LLP is a limited liabilty parership organiz underthe laws of Delaware. Pursutto those stry provisions. an obligation incured by

a limitedliabilty parership, whether arsing in tort contrct, or otherwse, is solely the obligation of thelimited liabilty parmership, and parers are not personally liable, direly or indirectly, by wayof indemnification, contribution, assessment. or otherwise. for such obligation solely by reonof being or so actig as a parter.

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

K. 13ii152.

KIRK &. ELLIS LLP

December 28, 2008Page 7

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

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

K&ltJ3min.

KIRKND &. ELLIS LLP

Decmber 28. 2008Page 8

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

Agreed to and acpt as of this 28th day 0

GGPLP L.L.C.

By:Name:Tit! .

UB J)09lS2.

ing

Schedule i

KI & ELLIS LLP

CLIENT-REIMURABLE EXPENSES AN OTHR CHAGES

Effctie 1/108

The following outlines Kirkland & Ells's ("K&E's") policies and standard charges for variousservices performed by the Firm and/or by other third paries on behalf of the client which areoften ancilla to our legal services. Services provided by in~house Firm personnel ar for the

convenience of our clients. Given that these services are oftn ancilar to our legal servces, in

certin instaces, it may be appropriate and/or more cost effcient for these serices to be

outsourced to a third-par vendor.

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

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

· $0.10 per impression for all U.S. offces except New York· $0.15 per impression in New York

· €D.I0 per impression in Munich· £0.10 per impression in London

· HK0.75 per impresion in. Hong Kong

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

~ Scanned Images:· $0.50 per impression

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

· CD/DVD Duplicaing or Matering ~ $7/$10 per CDIDVD· Binding - $0.70 per binding

· Labels and Tabs - $0.03 - $0.10 per item based on serice· Black and White or Color Trasparency - $0.15 or $0.65 per page

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

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

- 1 -IC 131l15i.

· Overtime Charges: Secretaral and word procssing overime costs are not passed on toclients unless either (i) the client has specificaly requesd the afer-hours work or (ii) thenatu of the work being done for the client necitates the overtme and such work couldnot have been done during nonna! working hours. Costs for related overtme meals andtrsportion are chaged to the client only under the same conditions and subject to any

applicable regulations or guidelines.

· Travel Expenses: We charge clients only our out-of:pocket cost for trvel expensesincludig associated travel agency fee. We chare onl coach faes (business class forinternatonal flights) unless the client has approved firt-class or an upgrade. K&E personnelare instrcted to incur only reasonable airfar, hotel and meal expenses. K&E negotiates,uses, and pases along volume discount hotel and ai raes whenever possible and practical.Volume discounts exclude certin immaterial retrspective rebates for which it is notpracical to allocate to specific travel.

· Communication- Expenses: We do not chare clients for telephone calis or faxes made fromK&E's offces with the exception of third-par conference calls and videoconferences.Charges incured for conference calls, videoconferences, cellular telephones, and calls madefrom other thrd-par locaions wil be charged to the client at the actal cost incured.Furer, other telecommunication expenses incured at t1rd-par locations (e.g., phone linesat triaJ sites, Internet acss, etc.) wil be charged to the client at the actal cost incurred.

· Overnight DeliverylPostage: We charge clients for the actuaJ cost of overnight and specialdelivery (e.g., Express Mail ånd Fedx), and U.S. postage for materials mailed on the client'sbehalf: K&E negotiates, uses and passes along volume discount rate whenever possible.

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

· Computerizd Research Services: Client charges ar limited to K&E's actual third-parcost and do not include any surcharges for related overhead. K&E negotiates, uses, andpases along volume discount raes whenever possible. As discounts are cusomarily basedon overall volume: the amount of the discount may var from month to month.

· Off-Site Legal Fies Storage: Clients are not charged for off-site storage of fies unles thestorage charge is specifcally approved in advance.

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

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

-2 -K& J3!11~2.

no client charge for retreving documents frm K&B libraies in other cities or frm othercollections when the document is par of the K&E collecion but unavailable.

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

· Library and Businessldustry Research Servces: Reseach specialist perform

computenzed reseach servces at the reues of attorneys, and clients are charged per hourfor these services.

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

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

The Finn's Internationa offce may use contrt attrneys and contrct non-atrney bilers

to supplement stang needs. Clients wil be chared per hour for these bilers, if they areutilized on a client engagement.

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

· Third Part Expenditures: Third part expenditures (e.g., corporate document and lien

searches, leae of offce space at Trial location, IT equipment rental, SEe and regulatoryfiings, etc.) incurred on behalf of a client, wil be pased through to the client at actual cost.If the invoice exceeds $50,000, it is K&E's policy that wherever possible such chares wilbe directly biled to.the client. In those circumtaces where this is not possible, K&B willseek reimbursement from our client prior to paying the vendor.

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

- 3-K& 13l1isz.

EXHIBIT C

K&E 14235536.

KIRKLAND & ELLIS LLP300 North LaSalle

Chicago, Ilinois 60654Telephone: (312) 862-2000Facsimile: (312) 862-2200

James H.M. Sprayregen, P.c.Anup Sathy, P.c. (pro hac vice pending)

Proposed Co-Attorneys for Certain SubsidiaryDebtors and Debtors in Possession

UNITED STATES BANKRUPTCY COURTSOUTHERN DISTRICT OF NEW YORK

--------------------------------------------------------------- x

In re Chapter 11 Case No.

GENERAL GROWTHPROPERTIES, INC., et aI.,

09 - ( )

(Joint Administration Requested)Debtors.

--------- -- --- --- - -- -- ------ -- - ------ - - -- - --- --- - -- - - - -- -- -- - -- x

DECLARATION OF JAMES H.M. SPRAYREGEN, P.c. IN SUPPORT OFDEBTORS' APPLICATION PURSUANT TO

SECTIONS 327(a) AND 328(b) OF THE BANKRUPTCY CODEAND RULE 2014(a) OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE

FOR AUTHORIZATION TO EMPLOY AND RETAINKIRKLAND & ELLIS LLP AS CO-ATTORNEYS FOR THE DEBTORS NUNC PRO

TUNC TO THE COMMENCEMENT DATE

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

penalty of perjury.

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

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

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

Supreme Court of Ilinois, the United States District Court for the Northern District of Ilinois,

the United States Court of Appeals for the Seventh Circuit, the United States District Court for

the Eastern District of Wisconsin, the United States District Court for the Western District of

K&E 14235536.

Michigan, the Supreme Court of New York, the United States District Court for the Southern

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

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

are pending against me.

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

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

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

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

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

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

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

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

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

I.

K&E'S QUALIFICATIONS

3. K&E has been actively involved in major chapter 11 cases and has

represented debtors in many cases, including, among others: In re Charter Commc'ns. Inc., Case

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

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

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

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

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

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

Application.

2K&E 14235536.

Sep. 10,2008); In re Pierre Foods. Inc., Case No. 08-11480 (Bank. D. DeL. Aug. 13,2008); In

re ACG Holdings. Inc., Case No. 08-11467 (Bank. D. DeL. Aug. 12,2008); In re Tropicana

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

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

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

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

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

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

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

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

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

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

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

4. Not only does K&E have significant expertise with representing

chapter 11 debtors in general, but K&E has developed particular expertise with the Debtors'

businesses and many of the legal issues that the Debtors wil encounter in these chapter 11 cases.

Since K&E was retained as the Debtors' co-attorneys in late December 2008, K&E has been

working with the Debtors and their advisors to understand the Debtors' day-to-dayoperations,

corporate structure, cash flows, and debt obligations. K&E has committed a significant level of

resources and devoted thousands of working hours to this process. As a result, K&E has become

intimately familiar with the GGP Group's numerous properties and their affiliated entities,

including with respect to the financial and corporate governance issues unique to each entity and

how such entities are integrated into the GGP Group's complex corporate structure and overall

restructuring strategy.

3

K&E 14235536.

5. Among other things, K&E has analyzed certain aspects of more than 200

loan agreements arising from the Debtors' mortgage level debt. In paricular, this review

encompassed the Debtors' varous loan agreements connected with their more than 100

commercial mortgage-backed securities transactions and the various pooling and servicing

agreements associated with those loans (including the relevants rights, remedies, and events of

default and other provisions arising from each agreement). K&E has also begun developing

strategies with respect to the long-term considerations for the Debtors' project level assets and

undertaken a comprehensive review ofthe organizational documents relevant to each entity.

And, throughout this time, K&E has been coordinating all aspects of this representation with

their co-attorneys, Weil, Gotshal & Manges LLP e"WG&M").2

6. Consistent with these efforts, and at the Debtors' direction, K&E has

concentrated its strategic focus on four key areas: (a) assisting the Debtors and their advisors

with understanding the complexities of the approximately 100 commercial mortgage-backed

securities transactions (involving more than $10 billion dollars in secured indebtedness) in which

the Debtors have participated; (b) advising the Debtors with respect to various corporate

governance issues at many of the project entities within the GGP Group's corporate structure;

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

(d) developing aspects of a restructuring strategy for the Debtors' project level assets and

mortgage level indebtedness. During this time, K&E has also established a close working

relationship with the Debtors' other advisors, including with respect to the various project level

issues that wil be handled by the Debtors' proposed co-attorneys, WG&M.

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

4K&E 14235536.

II.

SERVICES TO BE PROVIDED

7. Subject to further order of the Court and consistent with that certain

engagement letter between the Debtors and K&E as of December 28,2008 (the ""En2a2ement

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

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

subsidiares; (b) matters relevant to the GGP Group's international affiliates; (c) transactional

work related to the project level assets, including potential sales of project level assets;

(d) various restructuring matters for mortgage level debt (other than the 2008 Facility), including

issues and restructuring alternatives relating to commercial mortgage-backed securities; and

(e) their plan of reorganization relating to project level issues and mortgage level indebtedness.

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

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

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

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

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

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

management and operation of their business and properties; (b) preparing pleadings, including

motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to

the administration of the Debtors' estates and consistent with the services identified herein;

( c) appearing before the Court and any appellate courts to represent the interests of the Debtors'

estates before those courts in connection with the services identified herein; and (d) performing

all other legal services reasonably necessary or otherwise beneficial for the Debtors in

5

K&E 14235536.

connection with the prosecution of these chapter 11 cases in connection with the services

identified in the Application and herein.

III.

COMPENSATION RECEIVED BY K&E FROM THE DEBTORS

9. The Debtors paid $500,000 to K&E as a classic retainer. This classic

retainer was subsequently increased by $300,000 on March 12,2009, by $800,000 on

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

$200,000 on April 15,2009. Pursuant to the terms ofthe Engagement Letter and applicable law,

this classic retainer was earned upon receipt. Moreover, pursuant to the Engagement Letter, the

classic retainer payments are property ofK&E and are not held in a separate account.

(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)

6K&E 14235536.

10. During the 90 day period prior to the Commencement Date, the Debtors

paid K&E the following amounts:

RetainerTVDe of Transaction Invoice Date Biled Amount Pavment Date ReDlenishment Retainer Balance

Classic Retainer 1/13/2009 $500,000.00 $500,000.00Invoice 1/21/2009 $408,595.07 $91,404.93

Retainer Replenishment 1/21/2009 $408,595.07 $500,000.00Invoice 1/27/2009 $429,844.32 $70,155.68

Retainer Replenishment 1/27/2009 $429,844.32 $500,000.00Invoice 2/4/2009 $425,987.76 $74,012.24

Retainer Replenishment 2/18/2009 $425,987.76 $500,000.00Invoice 2/19/2009 $458,355.33 $41,644.67

Retainer Replenishment 2/24/2009 $458,355.33 $500,000.00Invoice 2/25/2009 $408,653.24 $91,346.76

Retainer Replenishment 3/3/2009 $408,653.24 $500,000.00Invoice 3/4/2009 $480,547.01 $19,452.99

Retainer Replenishment 3/12/2009 $480,547.01 $500,000.00Classic Retainer 3/12/2009 $300,000.00 $800,000.00

Invoice 3/13/2009 $551,694.80 $248,305.20Classic Retainer 3/19/2009 $800,000.00 $1,048,305.20

Retainer Replenishment 3/20/2009 $551,694.80 $1,600,000.00Invoice 3/25/2009 $822,172.06 $777,827.94

Classic Retainer 3/31/2009 $250,000.00 $1,027,827.94Classic Retainer 4/72009 $250,000.00 $1,277,827.94Classic Retainer 4/15/2009 $200,000.00 $1,477,827.94

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

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

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

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

Commencement Date.

iv.

PROFESSIONAL COMPENSATION

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

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

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

7K&E 14235536.

Code, the Banptcy Rules, the Local Bankptcy Rules, guidelines established by the Office of

the United States Trustee for the Southern District of New York (the ""U.S. Trustee"), and any

other applicable procedures and orders ofthe Court, on an hourly basis. The hourly rates and

corresponding rate strcture to be utilized by K&E in these chapter 11 cases are equivalent to the

hourly rates and corresponding rate strcture used by K&E for restructuring, workout,

bankptcy, insolvency, and comparable matters, as well as similar complex corporate,

securities, and litigation matters whether in court or otherwise, regardless of whether a fee

application is required.

13. K&E operates in a national marketplace for legal services in which rates

are driven by multiple factors relating to the individual lawyer, his or her area of specialization,

the firm's expertise, performance and reputation, the nature of the work involved, and other

factors. Because the sub-markets for legal services are fragmented and are affected by a variety

of individualized and interdependent factors, K&E has no one rate for an individual biler that

applies to all matters for all clients. K&E rates for an individual biler may vary as a function of

the type of matter, geographic factors, the nature of certain long-term client relationships, and

varous other factors, including those enumerated above.

14. K&E's hourly rates are set at a level designed to fairly compensate K&E

for the work of its attorneys and paralegals and to cover fixed and routine overhead expenses.

Hourly rates vary with the experience and seniority of the individuals assigned. These hourly

rates are subject to periodic adjustments to reflect economic and other conditions and are

consistent with the rates charged elsewhere.

8

K&E 14235536.

15. In particular, K&E's current hourly rates for matters related to these

chapter 11 cases range as follows:3

Bilg Category

ParnersOf CounselAssociatesParaprofessionals

Range$550 - $965$390 - $965$320 - $660$120 - $280

16. Anup Sathy, P.C. and I are presently expected to have primary

responsibility for providing services to the Debtors. In addition, other K&E professionals and

paraprofessionals wil provide services to the Debtors from time to time and as necessary.

17. It is K&E's policy to charge its clients in all areas of practice for

identifiable, non-overhead expenses incurred in connection with the client's case that would not

have been incurred except for representation of that particular client. It is also K&E's policy to

charge its clients only the amount actually incurred by K&E in connection with such items.

Examples of such expenses include postage, overnight mail, courier delivery, transportation,

overtime expenses, computer assisted legal research, photocopying, outgoing facsimile

transmissions, airfare, meals, and lodging.

18. To ensure the compliance with all applicable deadlines in these chapter 11

cases, K&E utilizes the services of overtime secretaries. K&E charges fees for these services

pursuant to the Engagement Letter between K&E and the Debtors, which permits K&E to bil the

Debtors for overtime secretaral charges that arse out of business necessity. In addition, K&E

professionals also may charge their overtime meals and overtime transportation to the Debtors

consistent with prepetition practices.

3 For professionals and paraprofessionals residing outside the U.S., hourly rates are biled in the

applicable foreign curency. When biling a U.S. entity, such foreign rates are converted into U.S. dollarsat the then-applicable conversion rate. After converting these foreign rates into U.S. dollars, it is possiblethat certain biling rates may exceed the biling ranges set forth herein.

9K&E 14235536.

19. K&E currently charges between $0.10 and $0.15 per page for standard

duplication in its offices in the United States. K&E does not charge its clients for facsimile

transmissions. K&E has negotiated a discounted rate for Westlaw computer assisted legal

research. Computer assisted legal research is used whenever the researcher determines that using

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

techniques.

20. K&E further states that pursuant to Banptcy Rule 2016(b) it has not

shared, nor agreed to share, (a) any compensation it has received or may receive with another

party or person, other than with the parners, associates and contract attorneys associated with

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

v.

K&E'S DISINTERESTEDNESS

21. K&E and certain of its partners and associates may have in the past

represented, may currently represent, and likely in the future will represent parties in interest in

these chapter 11 cases in connection with matters unrelated (except as otherwise disclosed

herein) to the Debtors and the chapter 11 cases. K&E has searched on its electronic database for

its connection to the entities listed on Exhibit "I" hereto. The information listed on Exhibit "1"

may have changed without our knowledge and may change during the pendency of the

chapter 11 cases. Accordingly, K&E wil update this Declaration as necessary and when K&E

becomes aware of such material information.

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

Exhibit1 (a)l(b)l(c)l(d)

Category5% Equity HoldersCompetitors

Counterparies to Hedging AgreementsCurrent and Recent Former Directors and Officers

10

K&E 14235536.

1 (e) Current and Recent Former Entities Affiliated with the Debtors and Non-DebtorAffiliates

1(t) Director and Officer Affiliations

1 (g) Guarantee Obligations

1 (h) Indenture Trustees and Known Bondholders

1 (i) Insurers

1 (j) Investment Banks

l(k) Joint Venture Parties

1 (1) Lenders & Servicers

l(m) Lessors1 (n) Litigation Parties and Parties Which May Assert Claims Against the Debtors

1 (0) Potential Postpetition Agents and Lenders

1 (p) Professionals

1 (q) Secured Creditors

1 (r) Representative Tenants

1 (s) Top 100 Unsecured Creditors

l(t) Office of the United States Trustee for the Southern District of New York (and KeyStaff Members)

23. Although not relevant in concluding that K&E is ""disinterested," out of an

abundance of caution, listed on Exhibit "2" attached hereto are the results ofK&E's conflicts

searches of the above-listed categories.4 The only clients listed on Exhibit "2" attached hereto

that represent more than 1.00 percent ofK&E's fee receipts for the twelve months ended

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

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

24. K&E's conflicts search of the parties in interest listed on Exhibits "1(a)"

to ""1(t)" attached hereto (that K&E was able to locate using its reasonable efforts) reveals that,

although certain K&E attorneys and paraprofessionals previously worked at other law firms that

4 As referenced in Exhibit ""2", the term "'current client" means a client to whom time was posted

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

11

K&E 14235536.

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

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

while at K&E.

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

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

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

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

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

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

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

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

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

required by Bankruptcy Rule 2014(a).

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

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

K&E.

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

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

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

VI.

SPECIFIC DISCLOSURES

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

represents certain of the Debtors' creditors, equity security holders, or other paries in interest in

ongoing matters unrelated to the Debtors and these chapter 11 cases. None ofthe representations

12K&E 14235536.

described herein are adverse to the interests ofthe Debtors' estates. Moreover, pursuant to

section 327(c) ofthe Bankptcy Code, K&E is not disqualified from acting as the Debtors'

co-attorneys merely because it represents the Debtors' creditors, equity security holders, or other

paries in interest in matters unrelated to these chapter 11 cases.

A. Relationship to the State Court Liti2ation

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

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

Cook County, Ilinois, captioned Center Partners. Ltd.. et. al v. Urban Shopping Centers. L.P. et.

aI., Case No. 04 L 012194 (IlL. Cir. Ct.) (the ""State Court Liti2ation"). K&E represents the

plaintiffs on behalf of their beneficial owner, JMB Realty Corp. r"JMB Realty"), in the State

Court Litigation. Among the 16 separate defendants named in the State Court Litigation, four

debtors in the above-captioned bankptcy cases are defendants in the State Court Litigation:

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

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

America and Simon Property Group. 5

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

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

5 The 16 defendants named in the State Cour Litigation, including debtors in the above-captioned

bankptcy cases, are: Urban Shopping Centers LP; General Growth Properties, Inc.; GGP LP; RouseLLC; Growth Head GP, LLC; Head Acqusition L.P.; The Rouse Company L.P.; The Rouse Company;Rouse-Urban LLC; Simon Property Group Inc.; Simon Property Group LP; SPG Head GP LLC; TRCGP,Inc.; Westfield America Inc.; Westfield America Ltd. Partnership; and Westfield America Trust. Sevendefendants are completely unaffliated with, and are unelated to, the GGP Group: Growth Head GPLLC; Simon Property Group Inc.; Simon Property Group LP; SPG Head GP LLC; Westfield AmericaInc.; Westfield America Ltd. Partnership; and Westfield America Trust. Three defendants are affiliatedwith the GGP Group but are not debtors: Urban Shopping Centers LP; Head Acquisition LP; andRouse-Urban LLC. Two defendants, The Rouse Company and TRCGP, Inc., were formerly affiiates ofthe GGP Group. The Rouse Company was merged into The Rouse Company L.P. pursuant to the GGPGroup's November 2004 acquisition of The Rouse Company; TRCGP, Inc. merged into TRCGP, LLC inNovember 2004, which was subsequently dissolved in February 2008.

13

K&E 14235536.

to the screening mechanisms provided therein. First, K&E has implemented a formal screening

protocol to preserve the confidentiality of client information and to maintain the independence of

these matters. Second, K&E wil not serve as attorneys to the Specified Defendants in any

capacity, nor has K&E been engaged by General Growth Properties, Inc. or any of the Specified

Defendants. Moreover, and out of an abundance of caution, K&E will not represent two other

entities that have direct or indirect ownership interests in certain of the Specified Defendants to

further separate any Debtor from the State Court Litigation.6 Subject to the Court's approval,

WG&M wil serve as exclusive attorneys to the Specified Debtors. K&E wil serve as co-

attorneys to the remaining Debtors with WG&M. In total, only six of the almost 400 debtors in

these chapter 11 cases are Specified Debtors, and none of these six entities will be represented by

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

Court Litigation presents a conflict with K&E's representation ofthe Debtors as provided herein,

but K&E has disclosed this connection out of an abundance of caution.

B. Relationships with Certain Tenants

32. As disclosed in Exhibit "2", K&E currently represents, and formerly has

represented, certain affiliates, subsidiaries, and entities associated with Golden Gate Capital

(collectively, ""Golden Gate Capital"). Golden Gate Capital represented 2.35 percent ofK&E's

fee receipts for the twelve month period ending on March 31, 2009. Express, a tenant of the

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

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

6 These two entities are: (a) The Rouse Company Operating Partnership LP, which is a direct

owner of Rouse-Urban LLC (a Specified Defendant) and a subsidiary of The Rouse Company L.P. (aSpecified Defendant); and (b) The Rouse Company BT, LLC, which is an indirect owner of Rouse-UrbanLLC (a Specified Defendant) and a subsidiary of Rouse LLC (a Specified Defendant) (collectively, withthe Specified Defendants, the ""Specified Debtors").

14K&E 14235536.

chapter 11 cases. K&E does not believe this relationship presents a conflict, but has disclosed it

out of an abundance of caution.

33. As disclosed in Exhibit "2", K&E currently represents, and formerly has

represented, certain affiliates, subsidiares and entities associated with Madison Dearborn

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

K&E's fee receipts for the twelve month period ending on March 31, 2009. Yankee Candle, a

tenant of the GGP Group, is an affiliate of Madison Dearborn. All prior and current K&E

representations of Madison Dearborn have been in matters unrelated to the Debtors or these

chapter 11 cases. K&E does not believe this relationship presents a conflct, but has disclosed it

out of an abundance of caution.

34. As disclosed in Exhibit "2", K&E currently represents, and formerly has

represented, certain affiliates, subsidiaries and entities associated with Sun Capital Advisors

(collectively, ""Sun Capital"). Sun Capital represented 2.56 percent ofK&E's fee receipts for

the twelve month period ending on March 31, 2009. Shopko and Gordmans, tenants of the GGP

Group, are affiliates of Sun CapitaL. Mervyn's, another tenant of the GGP Group, is owned in

par by an Sun Capital, although Mervyn's is currently liquidating under chapter 7 of the

Bankptcy Code. All prior and current K&E representations of Sun Capital have been in

matters unrelated to the Debtors or these chapter 11 cases. K&E does not believe this

relationship presents a conflict, but has disclosed it out of an abundance of caution.

35. As disclosed in Exhibit "2", K&E currently represents, and formerly has

represented, certain affiliates, subsidiares and entities associated with Bain Capital (collectively,

""Bain Capital"). Bain Capital represented 1.38 percent ofK&E's fee receipts for the twelve

month period ending on March 31, 2009. Toys R Us and Burlington Coat Factory, tenants of the

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

15

K&E 14235536.

Capital have been in matters unrelated to the Debtors or these chapter 11 cases. K&E does not

believe this relationship presents a conflict, but has disclosed it out of an abundance of caution.

C. Relationships with Certain Creditor Financial Institutions

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

the chapter 11 cases.

16

K&E 14235536.

D. Relationships with Other Potential Parties In Interest

38. As set forth below, K&E currently represents and formerly has

represented entities with certain relationships to affiliates, subsidiaries, and entities associated

with the Debtors. All such representations have been in matters unrelated to these chapter 11

cases. The fact that K&E has represented such parties in connection with matters unrelated to

these chapter 11 cases does not affect K&E's disinterestedness in these chapter 11 cases.

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

and formerly has represented, certain affiliates, subsidiaries, and entities associated with Aon

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

Aon Risk Services Inc. of Tennessee provides insurance brokerage services to the Debtors. K&E

currently represents Aon in a class action suit brought against Aon by a class of Aon customers.

While none ofthe Debtors are specifically identified as a class member as a class member in the

proceeding, the class allegedly includes all Aon insurance customers. Regardless, this litigation

is unrelated to the Debtors' chapter 11 cases. All other prior and current K&E representations of

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

E. Relationships with Other Professionals

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

and formerly has represented certain professionals that the Debtors seek to retain in connection

with these chapter 11 cases and affiliates, subsidiaries, or entities associated with such

professionals. All such representations have been in matters unrelated to the Debtors and these

chapter 11 cases. K&E has not represented and will not represent any such professionals in

connection with these chapter 11 cases.

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

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

17

K&E 14235536.

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

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

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

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

Jonathan A. Carson, is currently President ofKCC. While previously employed by K&E

between 1999 and 2001, Mr. Carson's work was unrelated to the Debtors and these chapter 11

cases. In addition, a former K&E partner, Michael 1. Frishberg, has recently joined KCC.

Mr. Frishberg's work at K&E also was unrelated to the Debtors or their chapter 11 cases. In

addition, Albert H. Kass, a former K&E associate, has recently joined KCC. Mr. Kass's work at

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

F. K&E Attorney and Emplovee Investments

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

Inc. ("FTI"), a New York Stock Exchange-listed company and the parent of Compass Lexecon,

a creditor in these chapter 11 cases. Mr. Stamas owns 99,558 shares ofFTI, which is a de

minimis percentage (less than 1/10 of one percent) ofthe company's ownership. This includes

2,863 shares of FTI' s common stock over which Mr. Stamas and his spouse share voting and

investment power and 96,695 shares of FTI' s common stock issuable upon exercise of stock

options. Mr. Stamas wil have no role in K&E's representation ofthe Debtors in these chapter

11 cases.

44. Certain current and former partners, of counsel, associates, and employees

of K&E invest in mutual funds, retirement funds, and other securities and make any number of

investments personally, which may cause such individuals to acquire or hold a debt or equity

security of the Debtors without K&E's knowledge. Nonetheless, those individuals do not

manage or otherwise control such mutual funds, retirement funds, and other similar investment

18

K&E 14235536.

vehicles. Moreover, those individuals do not manage or control the underlying investments

made by such entities. It should be noted that K&E has a long-standing policy prohibiting all

attorneys and employees from using confidential information that may come to their attention in

the course of their work. In this regard, all K&E attorneys and employees are barred from

trading in securities with respect to which they possess confidential information.

45. In particular, a general inquiry to all K&E attorneys was sent by electronic

mail to determine whether (a) any such individual holds any equity interests in the Debtors and

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

K&E attorney responded in the affirmative to such inquiries: (a) Greer Philips, a K&E partner,

owns approximately 2,000 shares of General Growth Properties, Inc; and (b) Wendy Prager, a

K&E associate, owns approximately 350 shares of General Growth Properties, Inc. Out of an

abundance of caution, Mr. Philips and Ms. Prager have agreed to donate to charity any

distributions provided on account of these investments.

46. In addition, certain current and former parners of K&E may voluntarily

choose to invest in certain blind pool investment funds. Participation in blind pool investment

funds is wholly voluntary, and not all current and former partners of K&E paricipate. These

blind pool investment funds fall into two categories: ""private equity fund" investments, where

the investment pool invests capital in certain private equity funds that are K&E clients; and

""direct" investment funds, where the investment pool invests directly in equity or debt of certain

portfolio companies of K&E private equity clients. These blind pool investment funds are

organized as limited partnerships that are managed by certain K&E partners who are also limited

partners. Such blind pool investment funds are not managed or otherwise controlled by K&E.

Moreover, the blind pool investment funds control neither the underlying private equity funds

nor portfolio companies in which they invest. In certain circumstances, it is possible that one or

19K&E 14235536.

more entities in which these blind pool investment funds invest capital have made or, in the

future, wil make an investment in certain debt or equity securities of the Debtors or the

reorganized Debtors without K&E's knowledge. Generally, investments in blind pool

investment funds do not exceed a 1 percent stake involving any company's debt or equity.

G. Other Disclosures

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

Debtors have advised K&E that the Debtors' relationships to each other do not pose any conflict

of interest because of the general unity of interest among the Debtors. And, as described above,

any matters arising from the State Court Litigation with respect to the Specified Debtors will be

handled exclusively by WG&M. Insofar as I have been able to ascertain, I know of no conflict

of interest that would preclude K&E's joint representation of the Debtors in these chapter 11

cases as provided herein.

48. Some of the Debtors and certain affiliates, subsidiaries, joint ventures,

and/or other entities associated with the Debtors are creditors of entities that K&E currently

represents or has formerly represented in bankptcy proceedings. K&E will not represent the

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

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

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

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

""Goldman Sachs Group"). Prior to the commencement ofthe chapter 11 cases, Goldman Sachs

provided investment banking services to the Debtors and Specified Debtors. While employed at

Goldman Sachs, I had discussions with certain members of the GGP Group's management

regarding strategic considerations. Neither the Debtors nor the Specified Debtors are seeking to

retain Goldman Sachs in the chapter 11 cases. In addition, certain affiliates of the Goldman

20K&E 14235536.

Sachs Group, including Goldman Sachs Lending Partners LLC, Goldman Sachs Bank USA, and

Goldman Sachs Mortgage Company, are creditors of the Debtor. I do not believe that my

previous employment at Goldman Sachs presents a current conflict, but I have disclosed it out of

an abundance of caution.

50. Richard Wyne, a K&E partner, was contacted by certain bondholders of

the GGP Group who were interested in forming an ad hoc committee. These bondholders were

considering the retention ofK&E to represent their interests in connection with the GGP Group.

K&E did not undertake this representation. K&E does not believe this prior connection presents

a current conflict, but has disclosed it out of an abundance of caution.

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

assisted Walton Street with the review of publicly available debt documents of the GGP Group

in connection with Walton Street's potential acquisition of certain debt. K&E no longer

represents Walton Street in any capacity related to the Debtors or these chapter 11 cases. K&E

does not believe this prior representation of Walton Street presents a current conflict, but has

disclosed it out of an abundance of caution.

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

Kmar in connection with the sale of certain assets where certain affiliates of the Debtors were

adverse parties, although these matters were unrelated to the Debtors and their chapter 11 cases.

K&E does not believe Ms. Greenblatt's prior representation presents a current conflict, but has

disclosed it out of an abundance of caution.

53. Prior to joining the firm, K&E partner Albert Cho represented numerous

clients adverse to K&E's current and former restructuring clients, including debtors in

chapter 11. Out of an abundance of caution, K&E has instituted formal screening procedures to

screen Mr. Cho from all K&E restrcturing matters.

21

K&E 14235536.

54. Prior to joining the firm, K&E partner Paul J. Astolfi represented

numerous clients adverse to K&E's current and former restructuring clients, including debtors in

chapter 11. Out of an abundance of caution, K&E has instituted formal screening procedures to

screen Mr. Astolfi from certain K&E restrcturing matters.

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

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

J.P. Morgan, is, among other things, the indenture trustee to certain obligations of the Debtors

under that certain Indenture dated Februar 24, 1995. K&E has instituted formal screening

measures to screen Ms. Witt from all matters regarding K&E's representation ofthe Debtors.

(REMAINDER OF P AGE INTENTIONALLY LEFT BLANK)

22K&E 14235536.

Pursuant to 28 U.S.c. § 1746, I declare under penalty ofpeijury that the foregoing

is true and correct to the best of my knowledge and belief.

Executed on April 16, 2009

By: Isl James H.M. Spravregen. Pc.

Name: James H.M. Sprayregen, P.C.

23K&E 14235536.

EXHIBIT 1

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

Exhibit1 (a)1 (b)l(c)l(d)l(e)

1(t)

l(g)1 (h)1 (i)

1 (j)

l(k)1 (1)

l(m)l(n)1(0)

l(p)l(q)l(r)l(s)1 (t)

K&E 14235536.

List of Exhibits

Category5% Equity HoldersCompetitors

Counterparties to Hedging AgreementsCurrent and Recent Former Directors and OfficersCurrent and Recent Former Entities Affiliated with the Debtors and Non-DebtorAffiliatesDirector and Officer AffiliationsGuarantee ObligationsIndenture Trustees and Known BondholdersInsurersInvestment BansJoint Venture PartiesLenders & ServicersLessorsLitigation Parties and Parties Which May Assert Claims Against the DebtorsPotential Postpetition Agents and LendersProfessionalsSecured CreditorsRepresentative TenantsTop 100 Unsecured CreditorsOffice of the United States Trustee for the Southern District of New York (and KeyStaff Members)

1

EXHIBIT l(A)

5% EQUITY HOLDERS

Barclays Global Investors UK Holdings Ltd.Fidelity Management & Research Co.FMR LLCGeneral Trust Corp.MB Capital Parners IIIMB Capital Units LLCPershing Square Capital Management LPVanguard Group Inc., TheWellington Management Co. LLP

2K&E 14235536.

EXHIBIT 1 (B)

COMPETITORS

CBL & Associates Properties Inc.Centro Properties Group Ltd.Developers Diversified Realty Corp.Federal Realty TrustKimco Realty Corp.Kite Realty GroupMacerich Co.

Pennsylvania Real Estate Investment TrustPrimars Retail Real Estate Investment TrustRegency Centers Corp.Simon Property GroupTaubman Centers Inc.Weingaren Realty InvestorsWestfield Group

3

K&E 14235536.

EXHIBIT l(C)

COUNTERP ARTIES TO HEDGING AGREEMENTS

Chatham Financial Corp.Constellation Energy Group Inc.

4K&E 14235536.

EXHIBIT 1(D)

CURRNT AND RECENT FORMER DIRECTORS AND OFFICERS

Bayer, JoelBergstrom, JohnBerman, Alexander L.Bucksbaum, John

Bucksbaum, MatthewChimitris, MichaelCohen, Alan S.Coronell, Elizabeth P.

Courtis, Kathleen M.Cremens, Charles H.D'Alesandro, Thomas J., ivDowns, AnthonyDreyer, Michelle A.Eisenberg, Marshall E.

Freibaum, BernardGern, Ronald L.Hamm, Gregory F.Hay, Suzanne M.Holland, MelindaHoughton, PeterHoward, John V.Hoyt, EdmundHrabe, AlisonKarre, LyleLano, James D.Lhotka, Charles E.

McCullough, Julia A.Metz, Adam S.Michaels, Robert A.Nolan, Thomas H., Jr.Novack, Victoria L.Palkovitz, Jeffrey C.

Peoples, Beth L.

Polonia, Sharon M.Riordan, John T.

Sadler, JimSchlemmer, JeanSheehy, Kate M.Sheridan, Daniel J.Sigal, Howard A.Silverberg, AriStawikey, Mary S.Steele, John W., III

5

K&E 14235536.

Stewart, Beth A.Taylor, Jeff

Tussie, Cheryl A.Wight, LindaWiliams, Carol A.Wilson, Waren W.Wyant, Robert C.

6K&E 14235536.

EXHIBIT HE)

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

10 CCC Borrower LLC10 CCC Business Trust10000 Covington Cross LLC10000 West Charleston Boulevard LLC10190 Covington Cross LLC10450 West Charleston Boulevard LLC1120/1140 Town Center Drive LLC1160/1180 Town Center Drive LLC1201-1281 Town Center Drive LLC1251 Center Crossing LLC1450 Center Crossing Drive LLC1451 Center Crossing Drive LLC1551 Hilshire Drive LLC1635 Village Centre Circle LLC1645 Vilage Center Circle LLC170 Retail Associates Ltd.20 CCC Borrower LLC20 CCC Business Trust30 CCC Borrower LLC30 CCC Business Trust40 CCC Borrower LLC50 CCC Borrower LLC500 West Associates LLC500 West Capital LC60 CCC Borrower LLC9901-9921 Covington Cross LLC9950-9980 Covington Cross LLCAbbey Acquisition LLCAbbey NoteACB Parking Business TrustAeroclube Plaza ShowAla Moana CenterAlameda Mall AssociatesAlameda Mall LLCAlbara Participacoes Ltda.Alderwood Mall LLCAlderwood Mall Holding LLCAliansce Shopping Centers SAAllen Towne Mall Holding LLCAllenTowne Mall LLCAllenTowne Mall LPAltamonte Mall LLC

7

K&E 14235536.

Altamonte Mall VentureAltamonte Springs Mall LLCAmerican City Building CorporationAnaheim CrossingAnimas Valley MallANKAallApache Mall LLCArizona Center Parking LLCArowhead Towne CenterAU Management Co. LLCAugusta Mall Anchor Acquisition LLCAugusta Mall Anchor Holding LLCAugusta Mall Holding LLCAugusta Mall LLCAugusta Mall PartnershipAustin Bluffs PlazaAustin Mall Inc.Austin Mall LLCAustin Mall LPBailey Hils VilageBakersfield Mall Inc.Bakersfield Mall LLCBaltimore Center Associates LPBaltimore Center Garage LPBaltimore Center LLCBangu ShoppingBay City Mall Associates LLCBay Shore Mall I LLCBay Shore Mall II LLCBay Shore Mall Inc.Bay Shore Mall Parners

Baybrook Mall LLCBaybrook Mall LPBayside Center LPBayside Marketplace LLCBCI Holdings IncBeachwood Place GP SPE LLCBeachwood Place Holding LLCBeachwood Place Inc.Beachwood Place LLCBeachwood Place LPBeachwood Place Mall LLCBells Fair Partners

Benson Ground LeasesBenson Park Business TrustBeverage Operations Inc.

K&E 14235536.

8

Birchwood Mall LLCBirchwood Mall Parners LLCBoise Mall LLCBoise PlazaBoise Town PlazaBoise Town SquareBoise Town Square Anchor Acquisition LLCBoise Towne Plaza LLCBoulevard AssociatesBoulevard Mall I LLCBoulevard Mall II LLCBoulevard Mall Inc.Boulevard Mall, TheBoulevard ShoppingBrass Mil Center & CommonsBridgeland GP LLCBridge1and MP CommunityBridgelandsBridges at Mint Hil, TheBridgewater Commons Mall Development LLCBridgewater Commons Mall II LLCBridgewater Commons Mall LLCBTS Properties LCBTS Properties LLCBurlington Town Center II LLCBurlington Town Center LLC, TheCache Valley LLCCache Valley MallCache Valley MarketplaceCaledonian Holding Co. Inc.Cannery Chicago LLCCannery, TheCanyon Point Vilage CenterCanyons CenterCanyons Center (1160/1180 Town Center Drive)Capital Mall Inc.Capital Mall LLCCarolina Place LLCCarefourSA Maltepe ParkCaxias ShoppingCCC Association Borrower LLCCCC Exhibit Borrower LLCCCC Parking Borrower LLCCCC Ridgely Borrower LLCCenter Pointe Plaza LLCCentury Plaza Inc.

9K&E i 4235536.

Century Plaza LLCChampaign Market Place LLCChapel Hils Mall LLCChattanooga Mall Inc.Chesapeake Investors LLCChico Mall LLCChico Mall LPChrstiana Acquisition LLCChrstiana Anchor Acquisition LLCChrstiana Holdings I LLCChrstiana Mall LLCChula Vista Center LLCCircle-T RanchClackamas Mall LLCClackamas Town CenterClover Acquisitions LLCCM Theatre Business TrustCMA Access Co. LLCCM-H Business TrustCMI Corporate Parking Business TrustCM - N Business TrustCoastland Center Inc.Coastland Center LLCCoastland Center LPColln Creek Anchor Acquisition LLCCollin Creek Inc.Collin Creek Mall LLCColln Creek Mall LP

Colony Square Land LLCColony Square MallColony Square Mall LLCColumbia Bank Drive ThrColumbia Center-CA BuildingColumbia Center-Exhibit BuildingColumbia Corporate Center (Seventy)Columbia Corporate Center OfficesColumbia Corporate Center ParkingColumbia Crossing LLCColumbia Land Holdings Inc.Columbia Mall Business TrustColumbia Mall Inc.Columbia Mall LLCColumbia Mall SPE LLCColumbia Management Inc.Columbia Regional OfficeColumbiana Center

K&E 14235536.

10

Coral Ridge Mall LLCCoronado Center Holding LLCCoronado Center LLCCorporate Housing PartnershipCorporate PointeCorporate Pointe #2Corporate Pointe #3

Corporate Pointe 1

Corporate Pointe NorthCosta Rica Land TrustsCottonwood Mall LLCCottonwood SquareCountry Hills Plaza LLCCPM Land LLCCrocker Downtown Development AssociatesCrocker Mizner Park III Ltd.Crocker Mizner Park iv Ltd.Cross Keys Village Square Condominium Inc.Crossing Business Center #6, TheCrossing Business Center #7, TheCrossing Business Center (10000 Covington Cross), TheCrossing Business Center (10190 Covington Cross), TheCrossing Business Center (1201-1281 Town Center Drive), TheCrossing Business Center (1635 Vilage Centre), TheCrossing Business Center (1645 Village Center), TheCrossing Business Center (9901-9921 Covington Cross), TheCrossing Business Center (9950-9980 Covington Cross), TheCrossing Business Center, TheCrossings at Staten Island, TheCrossroads CenterCrossroads Center LandCrossroads Mall Land Inc., TheCrossroads Mall Land LLC, TheCrossroads Mall, TheCrossroads, TheCumberland Mall LLCCURAGGP Investment Corporation SARLCV Center Inc.Cypress LA LLCDayJay AssociatesDeerbrook Anchor Acquisition LLCDeerbrook Mall LLCDivision CrossingDK Burlington Town Center LLCEagle Ridge Mall Inc.Eagle Ridge Mall LP

11

K&E 14235536.

East Mesa Land LLCEast Mesa Mall LLCEastridge MallEastridge Shopping Center LLCECE Turkish Joint VentureECE/GGP Gayrmekul Insaat Y onetim Ve Gelistirme ASEden Prairie Anchor AcquisitionEden Prairie Anchor Building LLCEden Prairie CenterEden Prairie Mall Inc.Eden Prairie Mall LLCElk Grove PromenadeElk Grove Town Center LLCElk Grove Town Center LPEmerson Land Business TrustEmerson Land LLCEmerson MPCER Land Acquisition LLCEsparkFairwood Commercial Front Foot Benefit Co. LLCFairwood Front Foot Benefit Co. LLCFairwood Master Planed CommunityFairwood MPCFairwood-Four Front-Foot Benefit Co. LLCFairwood-GPP Front-Foot Benefit Co. LLCFairwood-Promise Front-Foot Benefit Co. LLCFairwood-Prospect Front-Foot Benefit Co. LLCFairwood-Three Front-Foot Benefit Co. LLCFallbrook CenterFallbrook Square Partners LLCFallbrook Square Partners LPFallen Timbers Shops II LLCFallen Timbers Shops LLCFaneuil Hall Beverage LLCFaneuil Hall Marketplace Inc.Faneuil Hall Marketplace LLCFashion Place Anchor Acquisition LLCFashion Place LLCFashion Show Expansion LLCFashion Show Mall LLCFenway Retail Services Inc.Fifty Columbia Corporate Center LLCFirst Colony Mall LLCFlorence Mall LLCFloripa ShoppingFoothils Mall

12K&E 14235536.

Fort UnionForty Columbia Corporate Center LLCFour OM LLCFour OM SPE LLCF our Owings Mills Corporate Center Land LPFour Seasons Town CentreFour State Facility Corp.Four State Joint VentureFour State Properties LLCFox River MallFox River Plaza North LLCFox River Shopping Center LLCFox River Shopping Center LLPFranklin Park Mall Co. LLCFranlin Park Mall Inc.

Franklin Park Mall LLCFranklin Park Mall LPFrascatti Investimentos Imobiliarios Ltda.Fremont Plaza LLCFuture LandholderGalleria at TylerGallery at Harbor Place, TheGallery at Harborplace Parking GarageGateway CenterGateway Crossing LLCGateway Crossing Shopping CenterGateway MallGateway Mall PartnersGateway OverlookGateway Overlook Borrower LLCGateway Overlook Business TrustGateway Overlook II Borrower LLCGateway Overlook II Business TrustGateway Overlook III Business TrustGEAPE Land Holdings II Inc.General Growth 170 (GP) LLCGeneral Growth 170 LPGeneral Growth Management Inc.General Growth Management of California Inc.General Growth Management of Hawaii Inc.General Growth Oak View Mall Inc.General Growth Properties Inc.General Growth Wilowbrook LLCGeneral Growth-Westlake (GP) Inc.General Growth-Westlake LPGG DR LLC

13

K&E 14235536.

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

14K&E 14235536.

GGP Ventues Brazil Holding LLCGGP Ventures Costa Rica LLCGGP Vilage at Jordan Creek LLCGGP/H Holding IncGGP/Homar II LLCGGP/Homart II Services Inc.GGP/Homart Inc.GGP/Homart Services Inc.GGP-Arowhead Inc.GGP-Bay City One Inc.GGP-Brass Mil Inc.GGP-Bridgeland LPGGP-Buckland Hils One Inc.GGP-Buckland Hils Two Inc.GGP-Burlington LLCGGP-Canal Shoppes LLCGGP-CarolIna Place Inc.GGP-Columbiana TrustGGP-Concord Land Co. Inc.GGP-Cumberland Land LLCGGP-Deerbrook LPGGP-Foothils Land LLCGGP-Foothils LLCGGP-Four Seasons LLCGGP-Gateway Mall Inc.GGP-Gateway Mall LLCGGP-Gateway Mall PartnersGGP-Glenbrook Holding LLCGGP-Glenbrook LLCGGP-Glendale Inc.GGP-Grandville II LLCGGP-Grandvile Land LLCGGP-Grandville LLCGGP-Kentucky Inc.GGP-La Place Inc.GGP-Lakeland Inc.GGP-Lakeland Inc.GGP-Lakeview Square Inc.GGP-Lansing Mall Inc.GGP-Lincolnshire LLCGGPLP Development LLCGGPLP LLCGGP-Macon LLCGGP-Maine Mall Holding LLCGGP-Maine Mall Land LLCGGP-Maine Mall LLC

15K&E 14235536.

GGP-Mallof Louisiana II LPGGP-Mall of Louisiana Inc.GGP-Mall of Louisiana LPGGP-Mint Hil LLCGGP-Moreno Valley Inc.GGP-Natick Services Inc.GGP-Natick TrustGGP-Natick West LLCGGP-Neshaminy Inc.GGP-Neshaminy TrustGGP-Newgate Mall Inc.GGP-Newgate Mall Inc.GGP-Newpark Inc.GGP-Newpark LLCGGP-North Point Inc.GGP-North Point Land LLCGGP-Northbrook Inc.GGP-Otay Ranch LLCGGP-Otay Ranch LPGGP-Paramus Park Mall LLCGGP-Pecanland II LPGGP-Pecanland Inc.GGP-Pecanland LPGGP-Pembroke Lakes II Inc.GGP-Pembroke Lakes Inc.GGP-Redlands Mall LLCGGP-Redlands Mall LPGGP-Rogers Retail LLCGGP-Sikes Senter LLCGGP-South Shore Partners Inc.GGP-Steeplegate Inc.GGP-Sugar Land Mall LPGGP-Superstition Springs Inc.GGP-TRS LLCGGP- TRS Services Inc.GGP-Tucson Land LLCGGP- Tucson Mall LLCGGP-Tyler Mall LLCGGP-UC LLCGGP- Wilowbrook Land LP

GGP- Wilowbrook LP

Glenbrook Square

Glendale Anchor Acquisition LLCGlendale Associates Ltd.Glendale GalleriaGlendale Galleria

16

K&E 14235536.

Glendale Holding Inc.Glendale Holding LLCGlendale I Mall Associates LLCGlendale II Associates LPGlendale II Mall Associates LLCGlendale Ohrbach's Associates LLCGovernor's Square LLCGovernor's Square Mall LLCGrand Canal Shoppes at the Venetian, TheGrand Canal Shops II LLCGrand Teton MallGrand Teton Mall & PlazaGrand Traverse MallGrand Traverse Mall Holding Inc.Grand Traverse Mall Partners LPGrandvile Mall II Inc.Grandville Mall Inc.Greengate Mall Inc.Greenwood Mall Inc.Greenwood Mall Land LLCGreenwood Mall LLCHalsey Crossing

Harbor Place Associates LPHarborplaceHarborplace Borrower LLCHarborplace Inc.Harborplace Management Co. LLCHarper's Choice Business TrustHCTSS LLCHead Acquisition LPHex Holding LLCHexalon Real Estate Inc.HHP Governent Services LPHickory Ridge Vilage Center Inc.Highland Mall J oint Venture, TheHighland Mall LPHilshire Property

HMF Properties LLCHMF Properties LPHo Retail Properties I LPHo Retail Properties II LPHocker Oxmoor LLCHocker Oxmoor Partners LLCHoover Mall Holding LLCHoover Mall Limited LLCHoover Mall Services LLC

K&E 14235536.

17

Howard Hughes Canyon Pointe Q4 LLCHoward Hughes Centerpoint LLCHoward Hughes Corp., TheHoward Hughes PlazaHoward Hughes Properties Inc.Howard Hughes Properties IV LLCHoward Hughes Properties LPHoward Hughes Properties V LLCHoward Hughes Realty IncHoward Research & Development Corp., TheHoward Retail Investment Co. LLCHRD Commercial Properties Inc.HRD Investment Inc.HRD Parking Deck Business TrustHRD Parking Inc.HRD Parking TwoHRD Properties Inc.HRD Remainder Inc.HRE Flanc Inc.HRE Perimeter LLCH-Tex Inc.Hughes Corp., TheHughes Properties Inc.Hughes Summerlin OtherHulen Mall LLCHulen Owner LPHunt Valley Title Holding Co. LLCJequitiba Plaza ShoppingJordan Creek Town CenterJP Realty Inc.Kalamazoo Mall Inc.Kalamazoo Mall LLCKapiolani Condominium Development LLCKapiolani Retail LLCKendall Town CenterKenwood Mall Holding LLCKenwood Mall LLCKenwood Towne CentreKnollwood Company LPKnollwood Mall Inc.La Cantera Holding GP LLCLa Cantera Holding LPLa Cantera Retail LPLa Cantera Specialty Retail LPLa Place Shopping Corp.La Place Shopping LP

K&E 14235536.

18

Lake Meade & Buffalo PartnershipLakefront North Parking Inc.Lakeland Square Mall LLCLakeside Mall Holding LLCLakeside Mall LLCLakeside Mall Property LLCLakeview SquareLakeview Square LPLakeview Square MallLancaster TrustLand Trust No 89433Land Trust No 89434Land Trust No FHB-TRES 200601Land Trust No FHB- TRES 200602Landmark Mall Inc.Landmark Mall LLCLansing Mall LPLearning Mall LLC TheLent Ranch LPLincolnshire Commons LLCLockport LLCLockport MallLot 39 in ColumbiaLot 48 Business TrustLot 49 Business TrustLot C in ColumbiaLot D in ColumbiaLP Rouse-Houston LLCLRVC Business TrustLynnhaven Holding LLCLynnhaven Mall LLCMaguire Partners-Playa VistaMaguire Parners-Playa Vista Area CMaine Mall, TheMajestic Holdings LLCMajestic Partners-Provo LLCMall at Sierra Vista, TheMall Entrances Business TrustMall in Columbia Business Trust, TheMall in Columbia Holding II LLC, TheMall in Columbia Holding LLC, TheMall in Columbia, TheMall of Louisiana Holding Inc.Mall of Louisiana Land Holding LLCMall of Louisiana Land LPMall of Louisiana Power Center

K&E 14235536.

19

Mall of the Bluffs LLCMall of the Bluffs Partners LLCMall St Matthews Co. LLCMall St Vincent Inc.Mall St Vincent LPMall Finder Network LLCMarket Place Shopping CenterMaui Onion Festival, TheMaui Ranch PropertyMayfair Mall LLCMayfair Property Inc.Meadows MallMerrck Park Holding LLCMerrck Park LLCMerrck Park Parking LLCMerrweather Post Business TrustMerrweather Post PavilionMetro PlazaMetroCityMigros-Center BeylikduzuMigros-Center NataliaMizner Park Holdings I LLCMizner Park Holdings II LLCMizner Park Holdings III LLCMizner Park Holdings IV LLCMizner Park Holdings V LLCMizner Park Venture LLCMoinhas Shopping

Mondawmin Borrower LLCMondawmin Business TrustMondawmin MallMontclair Plaza LLCMoreno Valley MallMSAB Holdings Inc.MSAB Holdings LLCMSM Property LLCNacional Iguatemi Admininistracao Ltda.Nacional Iguatemi Bahia Administracao e Participacoes Ltda.Natick Collection

Natick Mall LLCNatick NouvelleNatick Retail LLCNatick WestNeighborhood StoresNeshaminy MallNeshaminy Mall Joint Venture LP

20K&E 14235536.

New Orleans Riverwalk AssociatesNew Orleans Riverwalk LPNew River AssociatesNew River Center LLCNewgate Mall Land Acquisition LLCNewPark Anchor Acquisition LLCNewPark Mall Anchor AcquisitionNewPark Mall LLCNorth Plains Mall LLCNorth Point MallNorth Star Anchor Acquisition LLCNorth Star Anchor Acquisition LPNorth Star Mall AnchorNorth Star Mall LLCNorth Town Mall LLCNorth WackerNorthbrook Court I LLCNorthbrook Court II LLCNorthbrook Court LLCNorthgate Mall LLCNorthrdge Fashion CenterNorthtown Mall

Northwest AssociatesNorthwest Ohio Mall LLCNS Mall Property LPNSMJV LLCNSMJV LPOak Brook Urban Venture LPOak View Mall LLCOakbrook CenterOakbrook Facilities Corp.Oakbrook Shopping Center LLCOakland Ridge Industrial Development Corp.Oakland Ridge Industrial ParkOaks Mall LLCOaks Mall/W estroads Mall, TheOakwood Hils Mall LLCOakwood Hils Mall Partners LLPOakwood MallOakwood Shopping Center LPOglethorpe Mall LLCOklahoma Mall Inc.Oklahoma Mall LLCOM Borrower LLCOM Land Development LLCOne Owings Mils Corporate Center Associates LP

21

K&E 14235536.

One Owings Mils Corporate Center LLCOne Wilow Co. LLCOrem Plaza Center & State StreetOrem Plaza Center Street LLCOtay Ranch Town CenterOviedo MarketplaceOwings Mils Corporate CenterOwings Mils Corporate Center 1Owings Mils Corporate Center 2Owings Mils LP

Owings Mils Mall

Owings Mils Shopping CenterOxmoor CenterParamus Equities LLCParamus Park Inc.Paramus Park LLCParamus Park Shopping Center LPParcel C Business TrustParcel D Business TrustParcit-IIP Lancaster VentureParcity LLCParcity TrustPark City CenterPark City Holding Inc.Park Mall Inc.Park Mall LLCPark Meadows Mall Holding LLCPark Meadows Mall LLCPark PlacePark Square LPParke West LLCParks at Arlington LLCParkside LPParkview Office Building LPPasseio ShoppingPavilions at Buckland Hils LLCPC Lancaster LLCPC Lancaster TrustPDC Community Centers LLCPDC Holding LLCPDC- Eastridge Mall LLCPDC-Red Cliffs Mall LLCPeachtree Mall LLCPecanland Anchor Acquisition LLCPecanland Mall Anchor AcquisitionPembroke Lakes Mall Ltd.

K&E 14235536.

22

Perimeter Center LLCPerimeter Mall Facilities LLCPerimeter Mall Inc.Perimeter Mall LLCPerimeter Mall Venture LLCPhase II Mall Subsidiary LLCPiedmont Mall LLCPierre Bossier Mall LLCPine Ridge Mall LLCPines Mall ParnersPines Mall, ThePinnacle Hils LLCPinnacle Hils Power CenterPinnacle Hils PromenadePinnacle South LLCPioneer Office LPPioneer Place LPPioneer TowerPlanole Store LPPlaza 800 LLCPlaza 800 SkippersPlaza 9400Plaza 9400 ShopsPrice Development Co. LPPrice Development TRS Inc.Price Financing Partnership LPPrice GP Corp.Price GP LLCPrice NT LLCPrice Spokane LPPrice-ASG LLCPrice-Boise Co. Ltd.Price-James Co.Prince Kuhio Plaza Inc.Princeton Land East LLCPrinceton Land LLCProvidence Place Holdings LLCProvo Mall Development Co. Ltd.Provo Mall LLCProvo PlazaProvo Towne CentrePTC Trailer CourtQuail Springs Mall LLCRA Hotel Inc.RA West Inc.RA-CFH LLC

23K&E 14235536.

RASCAP Realty Ltd.Red Cliffs MallRed Cliffs PlazaRed Rock Investment LLCRedlands Land Acquisition Co. LLCRedlands Land Acquisition Co. LPRedlands Land Holding LLCRedlands MallRedlands PromenadeRegency Square MallRidgedale Center LLCRidgedale Joint VentureRidgley BuildingRio West LLCRio West MallRiver Falls MallRiver Falls Mall LLCRiver Falls Mall PartnersRiver Hils Land LLCRiver Hils Mall LLCRiver Hils Mall LLPRiver Pointe PlazaRiverchase Anchor Acquisition LLCRiverchase GalleriaRiverlands Shopping CenterRivers Park ABC LLCRiverside PlazaRiverspark Associates LPRivertown CrossingsRiverwalk MarketplaceRochester Mall LLCRogers Retail LLCRogue Valley Mall Holding LLCRogue Valley Mall LLCRolim AssociatesRopro TRS Inc.Rouse Co Business Trust, TheRouse Co. at Owings Mills LLC, TheRouse Co. BT LLC, TheRouse Co. LP, TheRouse Co. of Florida LLC, TheRouse Co. of Georgia LLC, TheRouse Co. of Louisiana LLC, TheRouse Co. of Michigan LLC, TheRouse Co. of Minnesota LLC, TheRouse Co. of Ohio LLC, The

24K&E 14235536.

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

25K&E 14235536.

Rouse-Orlando Inc.Rouse-Orlando LLCRouse-Park Meadows Holding LLCRouse-Park Meadows LLCRouse-Phoenix Cinema LLCRouse- Phoenix Corporate Center LPRouse-Phoenix Development Co. LLCRouse-Phoenix Development Corp.Rouse-Phoenix Hotel Corp.Rouse-Phoenix Hotel Parking Inc.Rouse-Phoenix Master LPRouse-Phoenix Theatre LPRouse-Portland Inc.Rouse-Portland LLCRouse-Seattle Inc.Rouse-Seattle LLCRouse-Towson Town Center LLCRouse- TTC Funding LLCRouse-Urban Acquisition LLCRouse-Urban LLCRouse-West Dade Inc.Rouse-Westlake LPRouse-Westlake LP IIRouse- Wincopin Inc.Rouse- Wincopin LLCRREF Hotel Holdings Inc.RS Properties Inc.Running Brook Borrower LLCRunning Brook Business TrustSaint Louis Galleria Anchor Acquisition LLCSaint Louis Galleria Holding LLCSaint Louis Galleria LLCSaint Louis Land LLCSalem CenterSalem Mall Inc.Salem Mall LLCSantana Parque ShoppingSeaport Marketplace Inc.Seaport Marketplace LLCSeaport Marketplace Theatre Inc.Seaport Marketplace Theatre LLCSenate PlazaSeventy Columbia Corporate Center Inc.Seventy Columbia Corporate Center LLCSeventy Columbia Corporate Center LPShoppes at Buckland Hils, The

K&E 14235536.

26

Shoppes at Circle T RanchShoppes at River Crossing LLCShoppes at the Palazzo, TheShopping Centers in BrazilShopping Grand RioShopping Iguatemi Campina GrandeShopping Iguatemi Feira de SantanaShopping Iguatemi SalvadorShopping LeblonShopping Via ParqueShops at Circle- T Ranch, TheShops at Fallen Timbers, TheShops at La Cantera, TheShops at Summerlin Centre, TheSierra Vista Mall LLCSikes Senter LLCSikes Senter LPSilver City Galleria LLCSilver Lake Mall LLCSixty Columbia Corporate Center Inc.Sixty Columbia Corporate Center LLCSooner Fashion Mall LLCSooner MallSouth Shore MallSouth Shore Parners LPSouth Street Seaport LPSouthlake Mall LLCSouthland Center Holding LLCSouthland Center LLCSouthland Mall Inc.Southland Mall LPSouthpoint Land LLCSouthpoint MallSouthpoint Mall LLCSouthwest Denver Land LLCSouthwest Plaza LLCSpokane Mall Development Co. LPSpokane Mall LLCSpokane Valley Mall & PlazaSpokane Valley PlazaSpring Hil Mall LLCSt Cloud Land LLCSt Cloud Mall Holding LLCSt Cloud Mall LLCSt. Louis GalleriaStansfield-Laurel Inc.

K&E 14235536.

27

Staten Island MallSteeplegate MallStone Lake LLCStonebriar Anchor Acquisition LLCStonebriar CentreStonebriar Ice RinkStonebriar Mall LLCStonestown CenterStonestown Shopping Center Holding LLCStonestown Shopping Center LLCStonestown Shopping Center LPStreets at Southpoint, TheSumma Corp.Summerlin Centre LLCSummerlin Corp.Summerlin Hospital Medical Center LPSummerlin Medical Center LPSuperstition Springs Holding LLCSuperstition Springs Inc.Taboao ShoppingTallahassee AssociatesTerrapin Acquisition LLCTHC-HRE LLCThree OM LLCThree OM SPE LLCThee Owings Mills Corporate Center Land LPThree Rivers Mall LLCThree Willow Co. LLCThree Wilow Corp.Town Center Development Co. GP LLCTown Center Development Co. LPTown Center East Business TrustTown Center East Parking Lot Business TrustTown East Mall LLCTown East Mall LPTowson TC LLCTowson Town CenterTracy Mall Inc.Tracy Mall Partners I LLCTracy Mall Parners II LPTracy Mall Partners LPTrails Vilage CenterTrails Vilage Center Co.TRC Co-Issuer Inc.TRC Parking Business TrustTRC Wilow LLC

K&E 14235536.

28

Triangle Business Center I LPTri-Party Miscellaneous LLCTri-Pary Non-856 Assets LLCTTC Member LLCTTC SPE LLCTucson Anchor Acquisition LLCTucson Mall

Tucson Mall (4848 Parcel)TV Investment LLCTWC Commercial Properties LLCTWC Commercial Properties LPTWC Land Development LLCTWC Land Development LPTWC Operating LLCTWC Operating LPTWCPC Holdings GP LLCTWCPC Holdings LPTwin Falls CrossingTWLDC Holdings GP LLCTWLDC Holdings LPTwo Arizona Center LLCTwo Owings Mills Corporate Center Associates LPTwo Owings Mils Corporate Center Inc.Two Owings Mils Corporate Center LLCTwo Willow Co. LLCTwo Wilow Corp.Tyler Mall LPTysons Galleria LLCUC Oakbrook Genpar LLCUK-American Properties Inc.UK-LaSalle LLCUniversity CrossingUrban Shopping Centers LPValley Hils Mall Inc.Valley Hils Mall LLCValley Plaza Anchor Acquisition LLCValley Plaza MallVCK Business TrustVCK Holdings Inc.Victoria Ward Center LLCVictoria Ward Entertainment Center LLCVictoria Ward IndustrialVictoria Ward Ltd.Victoria Ward Services Inc.Vilage at Bridgewater Commons, TheVilage at Jordan Creek

29K&E 14235536.

Village at Merrck ParkVilage at Redlands, TheVilage of Cross Keys Inc., TheVilage of Cross Keys LLC, TheVilage of Merrck Park

Visalia Mall LLCVisalia Mall LPVista Commons LLCVista Ridge Joint Venture LPVista Ridge MallVista Ridge Mall LLCV 010, IL LandVW Condominium Development LLCWard Center WarehouseWard CentersWard Entertainment CenterWard Gateway-Industrial-Vilage LLCWard Plaza-Warehouse LLCWashington Park MallWater Tower Joint VentureWater Tower LLCWater Tower PlaceWECCR General PartnershipWECCR Inc.Weeping Willow RNA LLCWest Kendall Holdings LLCWest Oaks Anchor Acquisition LLCWest Oaks Mall

West Oaks Mall TrustWest Valley MallWest Windsor Town CenterWestcoast EstatesWestlake Center Associates LPWestlake Retail Associates Ltd.Westroads Mall LLCWestwood Mall LLCWestwood Mall LPWhalers Vilage Fine Shops & RestaurantsWhalers Village MuseumWhite Marsh General PartnershipWhite Marsh Mall AssociatesWhite Marsh Mall LLCWhite Marsh Phase II AssociatesWhite Mountain Mall LLCWilow SPE LLCWilowbrook II LLC

K&E 14235536.

30

Wilowbrook Mall (TX) LLCWilowbrook Mall Anchor Acquisition (TX) LLCWilowbrook Mall LLCWilowbrook Mall LPWincopin Restaurant Business TrustWoodbridge Center Property LLCWoodlands Acquisition LLCWoodlands Beverage Inc., TheWoodlands Brokerage LLC, TheWoodlands Commercial Brokerage Co. LP, TheWoodlands Commercial Properties Co. LP, TheWoodlands Corp., TheWoodlands Custom Residential Sales LLC, TheWoodlands Custom Sales LP, TheWoodlands Development Co., TheWoodlands Holding Hotel GP LLC, TheWoodlands Holding Hotel LP, TheWoodlands Hotel GP LLC, TheWoodlands Hotel LP, TheWoodlands Land Development Co. LP, TheWoodlands Mall Associates LLC, TheWoodlands Mall, TheWoodlands MPC OperatingWoodlands MPC-CommercialWoodlands MPC- LandWoodlands Office Equities-95 Ltd.Woodlands Operating Co. LP, TheWoodlands Vilage

Woodlands VTO 2000 Commercial GP LLCWoodlands VTO 2000 Commercial LPWoodlands VTO 2000 Land GP LLCWoodlands VTO 2000 Land LPWV SUB LLCYangon Participacoes Ltda.Yellowstone Square & Shop

K&E 14235536.

31

EXHIBIT 1(F

DIRECTOR AND OFFICER AFFILIATIONS

Aetna Realty InvestorsAEW Capital Management LPAEW Parners FundsAirespace Inc.American Academy of Arts & Sciences, TheAmerican College of Real Estate LawyersAmerican Institute of Certified Public AccountantsAmerican Jewish Committee, Chicago Chapter Advisory BoardAmerican Real Estate & Urban Economics Association, TheAMLI Residential Properties TrustAnglo-American Real Property Institute, TheAspen Music Festival & SchoolAvatar Holdings Inc.Bally Fitness Franchising Inc.Bally Franchise RSC Inc.Bally Franchising Holdings Inc.Bally Sports Clubs Inc.Bally Total Fitness Holding Corp.Bally Total Fitness of Missouri Inc.Bally Total Fitness of The Mid-Atlantic Inc.Bally Total Fitness of Upstate New York Inc.Bank One NABaruch College, Zicklin School of BusinessBedford Property Investors Inc.Brookings Institution, TheCarMax Inc.Center Cos., TheCharter Real Estate Investment TrustCharter Realty Holdings Ltd.Chiasso Inc.Cisco Systems Inc.CO Space Inc.CO Space Services LLCColumbia University Graduate School of BusinessCounselors of Real Estate, TheCPlane Inc.Crocker Trust Inc.Deloitte & ToucheEngineered Controls International Inc.EOP Operating LPEquity Financial & Management Co.Equity Office Properties TrustEssex Property Trust Inc.

K&E 14235536.

32

Fairfax County (V A) Economic Development Council, TheField Museum of Natural HistoryFirst National Bank of Chicago, TheGoldman Sachs & CoHON IndustriesICSCICSC FoundationImperial Parking CorpInstitute of Management Accountants Inc.International Business Machines Corp.International Council of Shopping Centers Inc.Ivanhoe Cambridge Inc.Jel Sert Co., TheJMB Realty Corp.Jones Lang LaSalle Inc.Kravco Co.

Loreto Bay Co.Mall of the Bluffs Council BluffsMassachusetts Institute of Technology, Thomas G Eastman ChairMassachusetts Mutual Life Insurance Corp.Mexico City NewsMobil Land Development Corp.NAACP Legal Defense & Educational Fund Inc.NAREITNational Academy of Public AdministrationNational Association of Real Estate Investment TrustsNational Investor Relations InstituteNational Investor Relations Institute, Chicago ChapterNational Realty RoundtableNeal Gerber & Eisenberg LLPNIRINorthern Ilinois University Inc.Northern Virginia Technology Council Inc.Ounce of Prevention FundPenton Media Inc.Persistence Software Inc.Pittway Corp.Polaris Capital LLCPolaris Capital Management Inc.Rodamco North America NVRouse Co. LP, TheRouse LLCSally Beauty Holdings Inc.Sally Holdings LLCSalomon Brothers Inc.Storetraxcom

33K&E 14235536.

Tahoe Networks Inc.Taubman Realty Group LPTerrabrookTrefethen & Co.Trefethen Capital Parners LLCUDC Homes Inc.United States Ski & Snowboard Team Foundation Board of TrusteesUniversity of California Real Estate CenterUniversity of Chicago HospitalsUniversity of DenverUniversity of Ilinois, College of Law, Board of VisitorsUniversity ofIowa Executive MBA ProgramUniversity ofIowa, School of Management, Board of AdvisorsUniversity of Minnesota (inc.)University of Pennsylvania, Wharton School, Advisory BoardUniversity of Pennsylvania, Wharton School, Samuel Zell and Robert Lurie Real Estate CenterUniversity of South Dakota Foundation Board of TrusteesUniversity of Wisconsin-Madison, School of Business, Center for Urban Land EconomicsResearch, Board of DirectorsUrban Economics Policy Advisory BoardUrban Land InstituteUrban Land Institute, Advisory StudiesUrban Shopping Centers Inc.US Ski & Snowboard TeamUSA Cycling Board of TrusteesVista Broadband Networks Inc.Westbrook Partners LLCWolf Block Schorr & Solis-Cohen LLPWoodlands Development Co., TheWoodlands Operating Co. LP, TheWodd TEAM SportsY gomi Inc.Young President's Organization

K&E 14235536.

34

EXHIBIT l(G)

GUARATEE OBLIGATIONS

Archon Financial LPBank of America NABank of IrelandCiticorp North AmericaCommerzban AG, New York BranchDeutsche Bank Securities Inc.Deutsche Bank Trust Co. AmericasEurohypo AGGerman American Capital Corp.GMAC Commercial Mortgage AssociationING Real Estate Finance (USA)Ivanhoe Capital LPLaSalle Bank NALehman Brothers Bank FSBMerrll Lynch Mortgage Lending Inc.Morgan Stanley Mortgage Capital Inc.New York Life Insurance Co.Teachers Insurance and Annuity Association-College Retirement Equities FundUS Ban NAWachovia Bank

35K&E 14235536.

EXHIBIT HID

INDENTURE TRUSTEES AND KNOWN BONDHOLDERS

American Enterprise Investment ServiceAR Asset Management Inc.Avery Capital Management LLCAX Rosenberg Investment Management LLC (US)Bane of America Securities LCBan Of New York Mellon, TheBank One NABarclays Capital Inc.Blackrock Advisors LLCBNP Parbas Prime Brokerage Inc.BNP Paribas, New York BranchBNY Asset ManagementBrown Brothers Harrman & Co. Inc.Brown Investment Advisory & Trust Co.Capital Guardian Trust Co. (US)Capital Research & Management Company (US)Charles Schwab & Co. Inc.Citibank NACitigroup Global Markets Inc.Citigroup Global Markets Inc. (US)Citigroup Global Markets Inc./SalomonClearview Correspondent Services LLCCredit Suisse Securities (USA) LLCCustodial Trust Co.DA Davidson & Co.Denver Investment Advisors LLCDeutsche Ban Securities Inc.E*Trade Clearing LLCEdward D Jones & Co.Ferrs Baker Watts Inc.Fidelity International (UK) Ltd.Fidelity Management & Research Co.Fifth Third BankFirst ClearingFirst National Ban of Chicago NAGoldman Sachs & CoGoldman Sachs InternationalGreenwich CapitalHarford Investment Management Co.Interactive Brokers Retail Equity ClearingJefferies & Co. Inc.JP MorganJp Morgan Chase Bank NA

36K&E 14235536.

JP Morgan ClearingJP Morgan InternationalJP Morgan Securites Inc.-FixedJP Morgan Securities (US)JP Morgan Securities IncJP Morgan Trust Co. NAKensington Management Group LLCLaSalle Bank NALondon Global MarketLPL Financial Corp.M&I Marshall & Ilsley BankManufacturers & Traders Trust Co.Mellon TrustMerrll Lynch Global SecuritiesMerrll Lynch Pierce Fenner & SmithMetropolitan West Asset Management LLCMorgan Keegan & Co. Inc.Morgan StanleyMorgan Stanley & Co. Inc.Morgan Stanley DW Inc.National Financial Services LLCNBCN Inc./CDSNew York Life Investment Management LLCNorthern Trust Co., TheNorthern Trust Global InvestmentsOaktree Capital Management LPOnex Credit Partners LLCOptions Express Inc.Pallas Investment Partners LPPartnerre Asset Management Corp.Pershing LLCPimco-Pacific Investment Management Co.PNC Bank NAPyramis Global Advisors LLCRaymond James & Associates Inc.RBC Capital Markets Corp.Ridge Clearng & Outsourcing SolutionsRiversource Investments LLCRobert W Baird & Co. Inc.Rothschild et Cie BanqueSanford C Bernstein & Co LLCScottrade Inc.SEI Private Trust Co.SG Americas Securities LLCSSB-SPDRsSSB- Trust Custody

K&E 14235536.

37

State Street Bank & Trust Co.Stifel Nicolaus & Co. Inc.Sun Capital Advisers LLCSunrse Partners LLCTD Ameritrade Clearing Inc.TD Asset Management USA Inc.TD Ban, The

Terra Nova Financial LLCThrvent Financial For LutheransUBS Financial Services Inc.UBS Securities LLCUBS Securities Ltd. (UK)UMB Bank NAUnion Bank of CaliforniaUS Bank NAWedbush Morgan Securities Inc.Wells Fargo BanWilmington Trust Co.

38K&E 14235536.

EXHIBIT 1m

INSURERS

Alled World Assurance Co.

American Guarantee & Liability Insurance Co.AONArch Insurance Co.Arowhead General Insurance AgencyAspen Insurance (UK) Ltd.Axis Specialty Insurance Co.C.N.A.Chubb Corp., TheContinental Casualty Co.Empire IndemnityEndurance American Specialty Insurance Co.Essex Insurance Co.Federal Insurance Co.Global Excess Parners LLCHartford, TheHomeland Insurance Co. of New YorkLancashire Insurance Co. (UK) Ltd.Landmark American Insurance Co.Lexington Insurance Co.One BeaconPacific Insurance Co. Ltd.RSUISociety of Lloyds, TheSwiss Re International SETokio Marine & Nichido Fire Insurance Co.Western Re/Managers Insurance Services Inc.XL Insurance America Inc.Zurich Financial Services

39K&E 14235536.

EXHIBIT 1(J)

INVESTMENT BANKS

Bane of America Securities LLCBane One Capital Markets Inc.BT Alex Brown Inc.Citigroup Global Markets Inc.Commerzbank Capital Markets Corp.Deutsche Ban Securities Inc.Dresdner Kleinwort Wasserstein Grantchester Inc.Goldman Sachs & CoJP Morgan Securities IncLehman Brothers Inc.McDonald Investments Inc.Merrll Lynch Pierce Fenner & SmithMorgan Stanley & Co. Inc.PNC Capital Markets Inc.RBC Capital Markets Corp.Scotia Capital (USA) Inc.UBS Investment BankUBS Securities LLCUS Bancorp Piper J affray Inc.Wachovia Capital Markets, LIeWells Fargo Brokerage Services LLC

40K&E 14235536.

EXHIBIT 1 (K)

JOINT VENTURE PARTIES

110 Building835 Michigan LPAIDA (Clarion)AIL Investment LPAIL-HillsideAnaheim CrossingAONAON Risk Services Inc.Berman, Alexander L.Burnam FoundationBurnam/JamesCALPERSCaselmar LPCenter Pointe Plaza & Vilage CenterCenterpoint Management LLCCG Merrck LCChrstensenChrstiana Holdings II LLCChrstiana MallCIGNACPI-Highland Associates LPCURA Beteiligungsgesellschaft Osterreich mbHCURA Beteiligungsgesellschaft Polen mbHCURA Beteilingungsgesellschaft Turkei mbHde Miranda, Aloysio MeirellesDevelopment ResourcesDevelopment Resources Wacker LLCECE Europa Bau-und Projektmanagement GmbHECE Middle East GmbHECE Projektmanagement International GmbHFour State Facility Corp.Four State PropertiesFourmall Acquisition LLCFraga, Luiz HenrqueGateway Center - BuffaloGateway Center - Lake MeadGBP I Fundo de Investimento em ParticipacoesGrowth Head GP LLCHead Acquisition LPHighland MallHomart II PropertiesHunt Schwyhart Graham VI LLCIlinois Teachers

41

K&E 14235536.

IMI LLCInvestment Properties II LLCInvestment Properties LLCIvanoeIvanoe Equities V LPIvanhoe PropertiesJ ames, Thomas W.JB HuntJCP Realty Inc.Jim Wilson & Associates LLCJP MorganJP Morgan Strategic Property FundKoehler PortfolioManet Participacoes SAMASU6 Participacoes S.A.Mendes, DelcioMerrck Park (FL), Vilage ofMerrck Park Member LLCMerrck Park Miscellaneous Income LLCMizner Mall Holdings Inc.Mizner Office Holdings Inc.Mizner ParkMizner Park - Cartoon MuseumMizner Park Holdings Inc.Mondawmin MallMorgan StanleyMS TWC Inc.MS/TWC Joint VentureMultiplan Empreendimentos Imobiliarios SANeshaminy MallNew York StateNew York State Comptroller as Trustee of the Common Retirement FundNew York State Teacher's Retirement SystemNorthwest AssociatesNYSTERSOakbrook CenterOhio State TeachersOne Owings Mills Corporate CenterOTR (Affiliate of Ohio State Teachers' Retirement System)Perimeter Center Miscellaneous Income LLCPerimeter MallPerimeter Mall Acquisition LLCPinnacle Hils PromenadeProvo Towne CentreQuail Springs MallRiley Inc.

42K&E 14235536.

Rique, Renato FeitosaRiverchase GalleriaRodamcoRREEF America LLCShoppes at River Crossing, TheShops at Circle T Ranch, TheShops at La Cantera & Lifestyle Specialty, TheSimon PropertiesSimon THS Inc.SK Koehler & Co.SPG Head GP LLCSPG Head LP LLCSpokane Valley Mall & PlazaStreets at Southpoint, TheSummerline Medical CenterSuperstition Springs CenterTeacher's Retirement System of the State of IlinoisTrails Village CenterTRS PropertiesTwo Owings Mils Corporate CenterUHS Holding Co. Inc.Universal Health Services

Urban Shopping Centers LPUSAA Real Estate Co.Vieira, Carlos AlbertoVisco, Ewerton EspindaWater Tower PlaceWEA NY Inc.Westcor Realty LPWestfieldWestfield Head LPWestlake 7 Building Partners LPWestlake CenterWilson Galleria LLCWilson Macon LLCWoodlands Master Planned Community

43K&E 14235536.

EXHIBIT l(L)

LENDERS & SERVICERS

Aareal Capital Corp.Aberdeen Loan Funding Ltd.AIB Debt Management Ltd.A1centra Warehouse Ltd.Alled Capital Corp.

American General Finance Corp.American Savings Bank FSBAMMC CLO iv Ltd.AMMC CLO V Ltd.AMMC CLO Vi Ltd.ARCAP Servicing Inc.Archon Financial LPArstrong Loan Funding Ltd.

Arts Loan Fund 2007-1

Ascension Loan Vehicle LLCAtrium VA venue CLO Fund Ltd.Avenue CLO II Ltd.Avenue CLO III Ltd.Avenue CLO iv Ltd.Avenue CLO V Ltd.Avenue CLO VI Ltd.Avery Street Clo Ltd.Ballyrock CLO II Ltd.Baltimore, City of (MD)Bane of America Securities LLCBank of America NABank of America TXBan Of East Asia Ltd., TheBank of Hawaii Corp.Bank of IrelandBank of New York Mellon Trust Co. NA, TheBank of the WestBarc1ays Bank PIcBayerische LandesbankBear Stearns & Co.Bear Stearns Commercial Mortgage Inc.BLT 17 LLCCaja De Ahorros Del MediterraneoCalyon New York BranchCambria Instutional Loan FundCapital Farm CreditCapmark Finance Inc.

44K&E 14235536.

Capmark Finance Inc.Centerline Servicing Inc.Central Pacific BanChang H wa Commercial Bank Ltd.Chase Manhattan BankCIGNA CorporationCiticorp North America Inc.Citigroup Global Markets Inc.Citigroup Global Markets Realty Corp.Clarion Partners LLCColumbia National Real Estate Finance LLCColumn Financial (CSFB)Column Financial Inc.Commerzbank AGCommerzbank AG, New York BranchCommerzban AG, New York BranchComstock Funding Ltd.Connecticut General Life Insurance Co.Credit Suisse First BostonCredit Suisse Group AGCSFBCWCapital Asset Management LLCDeka Bank Deutsche GirozentraleDeutsche Ban AG, Cayman IslandsDeutsche Bank AG, New York BranchDeutsche Bank Securities Inc.Deutsche Bank Trust Co. AmericasE Sun Commercial Bank LA BranchEaton Vance Institutional Senior Loan FundEaton Vance VT Floating Rate IncomeEmerson Place CLO Ltd.Emigrant Realty Finance LLCEndurance Specialty Insurance Ltd.Erste Bank NY BranchEurohypo AGEurohypo AG New York BranchFidelity Advisor Series IFidelity American High Yield FundFidelity Canadian Balanced FundFidelity Central Investment Portfolios LLCFidelity Diversified Income & GrowthFidelity Fixed Income TrustFidelity Securities FundFifth Third BankFirst Financial BankFirst Hawaiian Bank

K&E 14235536.

45

First Trust/our Corners SeniorFirst Union National BankFloating Rate Senior Loan FundingFloating Rate Senior Loan Funding IFortress Credit Investments I Ltd.Fortress Crerdit Investments II Ltd.Fountain Court Master FundGEMSA Loan Services LPGeneral Electric Capital Corp.German American CapitalGMAC Commercial Mortgage AssociationGMAC Commercial Mortgage Corp.Goldman (2008 Bridge)Goldman Sachs Bank USAGoldman Sachs Group Inc.Goldman Sachs Lending Partners LLCGoldman Sachs Mortgage Co.Grayson & Co.

Greenwich CapitalGuggenheim Structured Real EstateH/2 Credit Partners Master Fund Ltd.H/2 Real Estate CDO 2006-1 Ltd.H/2 Targeted Return Strategies IIHarbor Bank of Maryland, TheHarbour View CLO 2006-1 Ltd.Hartford Income Fund, TheHartford Mezzanine Investors IHarford Total Return Bond Fund, TheHartford Total Return Bond HIs, TheHolliday Fenoglio Fowler LPHua Nan Commercial Bank Ltd.Hypo Real Estate Capital Corp.ING Clarion Parners LLCIng Real Estate Finance (USA) LLCIvanhoe Capital LPJE Robert Co. Inc.JP Morgan Chase & Co.JP Morgan Chase Bank NAKBC Bank NVKC CLO I Ltd.KC CLO II PIcKey Commercial MortgageKeybank NAKeybank Real Estate CapitalKeycorp Real Estate Capital Markets Inc.Keystone Nazareth Ban & Trust Co.

K&E 14235536.

46

King Street Acquisition Co. LLCLandesbank Hessen- Thuringen GirozentraleLaSalle Bank NALehman Bros Bank FSBLehman Brothers Inc.Lehman CapitalLehman Commercial Paper Inc.Lennar PartnersLinvile Funding LLCLNR Partners Inc.M&T BankMadison Park Funding II Ltd.Madison Park Funding III Ltd.Mainstay Floating Rate FundMainstay VP Floating Rate PortfolioMB Financial Bank NAMerrll Lynch Bank USAMerrll Lynch Mortgage Lending Inc.Metlife Inc.Metropolitan Life Insurance Co.Miami, City of (FL)Midfirst Bank OklahomaMidland Loan Services Inc.Morgan Guaranty Trust Co.Morgan Stanley BankMorgan Stanley Mortgage Capital Inc.Morgan Stanley Senior Funding Inc.National City Bank NANational Consumer Cooperative BankNCB FSBNew York Life Insurance & AnnuityNew York Life Insurance Co.New York State ComptrollerNorthern Trust Co., TheNorthwestern Mutual Life Insurance Co., TheNylim Institutional Floating Rate Fund LPOlympic Clo I Ltd.Olympic CLOI Ltd.Oppenheimer Master Loan Fund LLCOppenheimer Senior Floating Rate FundOregon Public Employees RetirementOrix Real Estate Capital Markets LLCPacific LifePembrook Community Investors LLCPennsylvania, Commonwealth ofPension Investment Committee

K&E 14235536.

47

Portland, City of (OR)Principal Financial Group Inc.Principal Global InvestorsPrincipal Life Insurance Co.Pritzker FamilyPrivate Ban, ThePrudential Asset Resources Inc.Prudential Financial Inc.Prudential Insurance Co. of America, ThePrudential Mortgage Capital Co. LLCPutnam Asset Allocation FundPutnam Bank Loan Fund (Cayman)Putnam Diversified Income TrustPutnam Floating Rate Income FundPutnam High Yield Advantage FundPutnam High Yield TrustPutnam Master Intermediate IncomePutnam Premier Income TrustPutnam Variable TrustPutnam Varable Trust-Pvt DiversifidPutnam Varable Trust-Pvt HighPyramis Floating Rate High IncomeQualcomm Global Trading Inc.Raymond James Ban FSBRed River CLO Ltd.Riverside Park CLO Ltd.San Francisco, City & County ofSan Gabriel Clo I Ltd.San Gabriel CLOI Ltd.Sandelman Partners CRE CDO 1 Ltd.Secore Financial Corp.Sf -3 Segregated PortfolioShasta CLO I Ltd.Sierra CLO II Ltd.Societe GeneraleSpring Asset Funding Ltd.State Bank of IndiaStone Tower CLO VI Ltd.Taipei Fubon Commercial Ban Co.Teachers Insurance and Anuity AssociationTeachers Insurance and Annuity AssociationThird A venue Real Estate Value FundTIAATIAA Commercial Loan ServicesUBS AG, Stamford BranchUBS Warburg

K&E 14235536.

48

Union Bank of CaliforniaUS BancorpUS Ban NAUS Ban, Chicago

Veer Cash Flor CLO Ltd.Venture II CDO 2002 Ltd.Venture III CDO Ltd.Venture iv CDO Ltd.Venture IX CDO Ltd.Venture V CDO Ltd.Venture VI CDO Ltd.Venture VII CDO Ltd.Venture VIII CDO Ltd.Vista Leveraged Income FundWachovia Bank NAWachovia Ban-InstitutionalWachovia Capital Markets, LIeWachovia Securities LLCWells FargoWells Fargo BankWest LB AG, New York BranchWestwood CDO II Ltd.Whitney CLO I Ltd.

49K&E 14235536.

EXHIBIT l(M)

LESSORS

Advance Management Corp.Aldo Rossi LPAlpert, IdaAmerican General Accident & Life Insurance Co.Areburn, Philip S.Areburn, Shelton B.Auto Vu Inc.Baltimore City Council (MD)Baltimore Department of Housing & Community Development (MD)Baltimore Mayor (MD)Berray, Margaret D. G.Boca Raton Redevelopment Agency (FL)Boden, Alice A.Boston Redevelopment Authority (MA)Bramble, Forrest F., Jr.,Branch, Nancy A.Bulltt, Thomas W.Bullitt, Wiliam MarshallBurlington, City of (VT)Capurro, GeorgeCapurro, HerbertCapurro, JoeCapurro, Pete

Carl E. Hultenberg TrustClover Acquisition LLCCoral Gables, City of (FL)Corporation of the President ofthe Church of Jesus Chrst of Latter-Day Saints, TheDillingham Corp.

DND Neffson Co.Edgar, Mary P.Eureka, City of (CA)Evans, Robin H. G.Fairbanks Equity Ltd.Gamerco Associates Current Investment LP, No. TwoGarfinkel, AudreyGlendale, City of (CA)Goldsmith, C. OliverGoldsmith, Charles 0., JrGoldsmith, Jean E.Goldsmith, Robert H.

Gormsen, NancyHamby, Margaret H.Hawaii Department of Hawaiian Home Lands

50K&E 14235536.

Heltzel, Charles H.Heltzel, John A.Heltzel, Margaret B.Holtzman, David B.Holtzman, Irin T.

Howard Research & Development Corp., TheHoward, E.N.International River CenterJacobsen, Charles LeslieJacobsen, Eleanor WhiteJoan Goldberg TrustKenwood Plaza LPLagreid, Eva GustuvsonMalstrom, Alevin E.Malstrom, Alvin E.Malstrom, Clarence F.Miami, City of (FL)Morse, Muriel Steeves

Motta, AmbroseMotta, ZeldaNew Orleans Exhibition Hall Authority (LA)Noel K. Breneman Family PartnershipNORC Riparian Property Inc.Nordstrom Inc.Olsen, Ruth M. FrazierOlson, Penney E.Owen A. Allred Family TrustPerry, Coni CollinsPhoenix, City of (AZ)Pioneer Trust Co.PNC Bank NAPortland, City of (OR)PSB PartnersRhode Island Economic Development Corp.Ryer, Laurie J. G.Sears Roebuck & Co.Sooners Hospital for Crippled ChildrenSmith, Wiliam GodfreySmiths Interests General Partnership LLPSouth Street Seaport Corp., TheSouthwest Denver Land LLCStock Yards Bank & Trust Co.Union Pacific RailroadValley Ban Investment Co.

Venetian Casino Resort LLCWashington State Department of Natural Resources

51K&E 14235536.

Watts, Denzil E., Jr.Watts, Denzil E., Sr.Watts, Ira S.

Wells Fargo BankWestlake Center Associates LPWhite, Claude Wilson

52K&E 14235536.

EXHIBIT UN)

LITIGATION PARTIES AND PARTIES WHICH MAY ASSERT CLAIMS AGAINSTTHE DEBTORS

Addicks Services Inc.Aji, ImamuAl Philips the Dry Cleaner Inc.

Albert C. Kobayashi Inc.Alta Peoria LLCAmerican Express Co.Andejo Corp.Appell, Carol E.

B&B Contractors Inc.Bages, EdwardBaker Concrete Construction Inc.Balderas, GloriaBarnesBarnes, Jay R.Barrett, Sherry E.Barrett, TeresaBartholomew, BettyBaselice, AnthonyBecerra, VictorBekey, PeterBeldore Realty Corp.

Bell, KellyBelterra Realty Corp.Bergman Cos., TheBetancourt-Espada, AileenBig Bear Electrical Services Inc.Boatman & Magnani Inc.Borcsa, ImreBorsca, MatthewBouden, EularBoytnon, Maijorie

Bromberg, PaulaBrubaker, BarbaraBrunciak, KarentBrunciak, RobertBudd, JeffreyBudd, MicheleBusche, SondraCaldwell, DawnedraCalifornia Franchise Tax BoardCampbell, Penny L.Capital Restaurant Holdings Inc.

53K&E 14235536.

Caroll, Roberta

Caruso Affiliated Holdings LLCCastiel, AlbertCatellus Residential Group Inc.Center Partners Ltd.Chicago Department of Revenue Transfer Tax AssessmentClause, DorisCoil Construction Inc.Collins Electrical Co. Inc.Colvin, Antoinette LinerCondon, DenelleCornerbrook LLCCPSP LLCCrawford, BeverlyCreditors Specialty Service Inc.Creekwood ConstructionCurr, Candice L.

Da, TeresaDarling, Anetha J.Darling, Wesley E.De Bages, DoraDeLoughty, RichardDeLoughty, Victoria D.Delta Dallas Alpha Corp.Desai, SharankishorDevelopment Resources Wacker LLCDevito, CarmenDickey, BrittanyDisabled Patriots of America Inc.DJN Eagle Mountain LLCDoerhoff, Erica A.Drouard, Roberta M.Easter, J oreneEbert, DanetteEcho Bay ExplorationEcho Bay Management Corp.Eger, JeremyElco Electric Inc.Elk Grove (CA), City ofEmpire Demolition Inc.Espino, Ramon B.Espino, Trinidad L.

Evans, CynthiaFairwood Community Association Inc.Fakhouri, ReyanFarr, Rosiland

54K&E 14235536.

... ...:

Federal Emergency Management AgencyFioto, LiberatoFioto, NatalieFrohlich, DianaFrohlich, LewisGagnon, MatthewGallegos, Sergio

Garcia, ElizabethGay, Fran WiliamGay, MarGeati, KrstenGeati, StephenGeisler, KisaGeorge, RalphGeorge, Rita

Glaser, IrvingGlaser, PhyllisGomez, JavierGorgone, AnaGorgone, JosephGorham, E.B.Gorrell, BrendaGP IndustresGrady, NancyGravel, DonnaGravel, TimothyGrayson, LaShonGrieco, Beverly A.Gust, AshleyHaas Insulation Inc.Hakobyan, AnaHapeman, LoisHardesty & Associates IncHars Construction Co. Ltd.Hawaiian Dredging Construction Co. Inc.Hayden, Markeita C.HaynesHedin's ofMondawmin MallHeeling Sports Ltd.Herne, April G.

Higgins, Lisa AnHines, Stephanie L.

Hittle Roofing Inc.Howard Hughes Realty Inc.Hudson, BillHudson, Mary

K&E 14235536.

55

Hunt, LeeHunter, CherylIsaac Land Investments Ltd.Jensen, BeverlyJohnson, HarsJohnson, Priscila

Johnson, TiaJones, BillJones, LindaKaleikini, Paulett Ka' AnohiokalaniKania, ChesterKarson, FayeKCA Engineering Inc.KCA Engineers Inc.Kell, JonathanKevcor Construction Inc.Khalil, AlKinsella, CynthiaKLN Partners LLCKoo, GeorgeKultgen, JosephLawry, Kim MicheleLeibert, LlyewelynLeung, Shiu GeeLexington Insurance Co.Long Drug Stores California Inc.Lopez-Adelaju, LizetteLord & Taylor LLCLorraine DaileyLuciani, JoanLuciani, JohnLuter, NichelleMacy's Retail Holdings Inc.Marksch, KeithMarques Pipeline Inc.Martell, NelsonMarell, Toni

Martinez, AnnMaryland Attorney General's Office, Consumer Protection DivisionMazzei, Edith G.

McCrae, James D.

McHugh, BraedenMcHugh, Sara E.McNeal, Frances R.Meche, JackieMendoza, Rosa V.

56K&E 14235536.

Metropolitan Contracting LLCMG Services LLCMiami (FL), City ofMiami Associates LPMint, AnaMint, MichaelMitauer, HeleneMoise, Lacrimioara

Monaghan, Pam R.MW Construction Services LLCNatick Planning BoardNew York State Common Retirement Fund, TheNoel, DeniseNovack & Macey LLPNS New York Fashions Inc.0' Connell, MarylinOld Orchard LPOlson-Paulson, MeridethOmayma, StephanOmniplan Inc.Ores co, Jennifer L.Ost, DaidOst, MariettaPark Place Hotel LPParrsh, DianePaulson, TracyPDC Holding LLCPerry, SharonPeteroy, DavidPollard, FloydProLogisProvidence Place Group LPPryor, Marion LynnePuri, KusumQuality Mechanical Contractors LLCRamos, Ana B.Reed, E.W., IIIReed, Julie M.RF Stearns Corp.Rhode Island Division of TaxationRiver Falls Mall PartnershipRoberts, Essie

Roberts, Mary LynneRoberts, ThomasRoller, MariaRuss, Thomas

57K&E 14235536.

Rutues, Indira GandhiRyan, Joan H.

Sadiq, SohaliaSanzone, DorothySanzone, IreneSaranis, Basile

Scala, ConcettaScala, SalvatoreSchindler Elevator Corp.SCI Engineering Inc.Scott, DebraSeaport Watch Co.SEIU Local 1877Shawa, AlShea, CharlesSierra ClubSilva, MariaSkanska USA Building Inc.Skawinski, KarenSkawinski, MarkSmallwood, KendraStacey, SethStauffer, KevinStauffer, Wanda KayStetkaStetka, LarryStevens RoofingStone Lakes National Wildlife Refuge AssociationStonebriar Mall LPStyles, ElizabethTambasco, JennieTCF Electric Inc.Teller, JudithThomas, EllenThompson, Rick L.Thor, GregoryThrower, FrancisToledo (OH), City ofTrademark Retail Inc.Tryba, Sally E.Twigg, DerwoodUrban Water Tower AssociatesVarjabedian, AnahidVoggenthaler, Peter J.Walker, EffraimWal-Mart Real Estate Business Trust

58K&E 14235536.

Weber, MarshaWeber, PeteWeinstein, DaphnaWeinstein, MervinWest BluffsWest Dundee (IL), Vilage ofWest, LindaWestwood Mall LPWiliams, Angela

Wiliams, Wilie, IIIWiliams, Willie, Jr.Wilson, RooseveltWinslow, MaryWorley, Jo

Yellowman, Krstin

Young, PeterZable, Nathan B.Ziegelbaum, Ethel

59K&E 14235536.

EXHIBIT 1(0)

POTENTIAL POSTPETITION AGENTS AND LENDERS

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

60K&E 14235536.

EXHIBIT l(P)

PROFESSIONALS

Addison Roberts & Ludwig PCAlixPartners LLPAlston & Bird LLPBaker & McKenzie LLPBane of America Securities LLCBarnes & Thornburg LLPBelin Lamson McCormich Zumbach FlynBell Boyd & Lloyd LLCBoyar & MillerCalvo & Clark LLPClifford Chance LLPCredit SuisseDeloitte LLPDeloitte Touche TohmatsuDLA Piper RudnickDLA Piper US LLPDuane Morrs LLPEastman & Smith Ltd.Frost Brown Todd LLCFulbright & Jaworski LLPGibson Dunn & Crutcher LLPGoldman Sachs & CoGoodsil Anderson Quinn & StifelGoulston & Storrs PCGreines Martin Stein & Richard LLPHolland & Knight LLPHonigman Miller Schwartz & Cohn LLPHughes Hubbard & Reed LLPJeffrey R Diver PCJenner & Block LLPKelley Drye & Warren LLPKPMG LLPKurtzman Carson Consultants LLCLehman Brothers Inc.Lewis & Roca LLPMayer Brown Rowe & Maw LLPMcCorrston Miler Mukai MacKinnon LLPMellon Investor ServicesMiler Buckfire Lewis & Co LLCMorgan StanleyMorrs Nichols Arsht & Tunnell LLPNeal Gerber & Eisenberg LLPNovack & Macey LLP

61

K&E 14235536.

Parridge Snow & Hah LLPPiper RudnickPricewaterhouseCoopers LLPShepard Schwartz & Harrs LLPSilverstein & Pomerantz LLPSimpson Thacher & Bartlett LLPStites & Harbison PLLCStroock & Stroock & Lavan LLPSullvan & Cromwell LLPSutherland Asbill & Brennan LLPTaggart Morton Ogden Staub Rougelot & O'Brien LLCTydings & Rosenberg LLPWachovia Securities LLCWhiteford Taylor & Preston LLPYoung Conaway Stargatt & Taylor LLP

62K&E 14235536.

EXHIBIT l(Q)

SECURED CREDITORS

Deutsche Bank Trust Co. AmericasEuroHypo AG, New York BranchGoldman SachsLaSalle Bank NA

63K&E 14235536.

EXHIBIT 1(R)

REPRESENTATIVE TENANTS

.99 Cent Store24 Hour FitnessAbercrombie & Fitch Co.Abercrombie KidsAerieAlbertson's LLCAldoAll A DollarAllen Theatres Inc.Amazing Jakes of Redondo Beach LLCAMC 15AMC TheatresAmerican Eagle Outfitters Inc.American GirlAmerican Multi-Cinema Inc.Ann TaylorApple ComputerApplebee'sArby'sArhaus FurnitureAshley Furniture HomestoreAsian Seafood & GroceryAuntie Ane's Inc.Austin Leasehold InvestorsA vedaA veda Institute Des MoinesBabies R UsBailey Banks & BiddleBanana RepublicBare EssentialsBares & Noble Inc.Barneys New York Inc.Bass Pro Shops Outdoor WorldBath & Body WorksBeall's Inc.Beauty Center Salon Super StoreBebe Stores Inc.Bed Bath & Beyond Inc.Belk Home StoreBelk Inc.Belk Mens WearBen Bridge JewelersBergner's

64K&E 14235536.

BesniBest Buy Co. Inc.Big Lots Inc.Blockbuster, Inc.Bloomingdale'sBloomingdale's HomeBodiesBompreco Sf ABon-Ton Department Stores Inc.Bon-Ton Stores Inc., TheBorders Books & MusicBoscov's Inc.Boston StoreBrookstone Co. Inc.Build-A-Bear Workshop Inc.Bumpers Inc.Burke's Outlet

Burlington Coat FactoryC&A ModasC&C Casa e Construcao Ltda.Carlton CardsCarefour SACarson Pirie Scott & Co. (Inc.)Casa Show ExtraCasa& Video

Casas Bahia Comercial Ltda.Celebration CinemasCentury Theatres

Champ'sChamps SportsCheesecake Factory Inc., TheChick-Fil-A Inc.Chico's F AS Inc.Children's Place Retail Stores Inc., TheChrstopher & Banks Corp.

Chuck E CheeseCia. ExpressCine Via ParqueCinema KinoplexCinemark Tinseltown 14Circuit City Stores Inc.Citi Trends Inc.Citiban Hall

Club Libby LuColdwater Creek Inc.Cost Plus World Market

K&E 14235536.

65

Costco Wholesale Corp.Crabtree & EvelynCrate & BarrelCub FoodsCVS Caremark Corp.DAREDave & Buster'sDavid's Bridal

Deseret IndustriesDick's Sporting Goods Inc.Dillard's Inc.

Dilard's Men's & HomeDSW Shoe WarehouseEasy SpiritEB GamesEddie Bauer Holdings Inc.Elder-BeermanExhibition, TheExpressExtraFactory Card OutletFinish Line Inc.Flaming Gorge Harley DavidsonFootLocker Inc.Forever 2IInc.

F ortnoff

Fred Meyer-Burlington CoatFYEGamestation Cine SerclaGamestation Cine SerclaGamestop Corp.Gap Inc., TheGap KidsGKC TheatersGloria Jean's Gourmet CoffeeGNCGodiva ChocolatierGold's GymGolf GalaxyGordmansGottschalks Inc., A Delaware Corp.Gymboree Corp., TheH&MHallmark Cards Inc.Harkins Theatres Inc.Helzberg Diamonds

66K&E 14235536.

Herberger'sHibbett'sHoliday Inn ExpressHollister & Co.Home Depot Inc., TheHometown BuffetHomeworks Furniture CenterHot Topic Inc.Hudson BelkHy-Vee Inc.If Furniture Inc.

Insinuante Lojas AmericanasInsinuante Lojas AmericanasJ. Crew Group Inc.J. Jill

Janie & JackJCPenney Co. Inc.JCPenney Home StoreJourneysKalik InvestorsKalungaKay JewelersKirkland's Inc.KmartKohl's Corp.

Lane Bryant

Leader MagazineLenscraftersLeroy MerlinLiberties BookstoreLimited TooLis Blanc Deux Cinema, LeLivrara da Travessa Sf A

L'Occitane International SALoehmann'sLoews CineplexLojas Americanas MarisaLongs DrugsLord & TaylorLouisvile Athletic ClubLowe's Coso Inc.Lucy Activewear

Lululemon Athletica Inc.M.A.C.Macerich (MD Realty I LLC)Macerich (MD Realty LLC)

67K&E 14235536.

Macy's Anex IIMacy's Children StoreMacy's Home StoreMacy's Inc.Macy's JuniorMacy's Mens & HomeMacy's WomensMaggiano'sMalco Theatres Inc.Marisa e FamiliaMarisa Lojas AmericanasMars Sinema

MastercutsMatherne's SupermarketsMcDonald's Corp.Mervyn's LLCMervyn's LLCMia & MaxxMichael Hill JewelersMichael'sMigros Turk T AMizner Park CinemaMovies 12

Movies 14

MS Istanbul y Netim Hizmetleri Ltd. STIMW TuxNaartjieNeiman Marcus Group Inc., TheNew York & Co.Nine WestNinety Nine Cent Only StoreNordstrom IncNRDC Equity Parners Fund IIOfficeMax Inc.Old NavyOld Time Pottery Inc.Olive GardenOriginsOz FitnessPac SunPacific TheatresPanera BreadPapyrsPary CityParty PalacePayless Shoesource

68K&E 14235536.

Pearl VisionPetco Supplies & FishPetsmar Inc.PF Changs China Bistro Inc.Picture People Inc., ThePier 1 Imports Inc.Piercing PagodaPonto FrioPottery BarnPro Image Franchise LCProvidence Place Cinemas 16Radio ShackRave Digital MediaRecreation StationRed Robin Gourmet Burgers Inc.Regal Act IIIRegal CinemasRegis Corp.

REIRennerRenner, MarisaRiachueloRiachuelo IIRiachuelo, MarisaRite Aid Corp.Ritz Camera Centers Inc.Robb & Stucky Ltd. LLLPRobert's CraftsRocky Mountain Chocolate FactoryRoss Dress For LessRuby Tuesday Inc.S&K MenswearSafeway Inc.Saks Fifth AvenueSave Mart SupermarketsSbarro Holdings LLCScheel's All Sports Inc.Sears Holdings Corp.Select Comfort Corp.SephoraShirokiya Inc.Shoe Dept.ShopkoShoppers Food & PharmacySikes Ten TheatresSilver City Cinemas

69K&E 14235536.

Smith's Food KingSpencer Gifts Holdings Inc.Sport Chalet Inc.Sports Authority Inc., TheSportsman's Warehouse Holdings Inc.StageStarbucks Corp.Staybridge SuitesStein Mart Inc.Steve & Bar's LLCStride RiteSubway Restaurants Inc.SuncoastSunwestSupermercados Gimenes Sf ASupervalu Inc.Taco BellTalbot'sTarget Corp.Teavana Corp.Telha NorteTGI Friday'sThings RememberedTJ MaxxToys R UsTrade SecretTur Ve SportifTesisler I letmecili i AUCIUltaUltrastar TheatersUrban Outfitters Inc.Victoria's SecretVitamin WorldVon Maur Inc.VonsWal-MartWhitehall Co. Jewelers

Wiliams-Sonoma Inc.Woodlands Children's Museum, TheWorld Foot LockerWyoming, State ofYanee CandleYellowstone WarehouseY ounkersZ GallerieZales Jewelers

K&E 14235536.

70

ZaraZed 451

Zumiez Inc.

71K&E 14235536.

EXHIBIT l(S)

TOP 100 UNSECURED CREDITORS

Eurohypo Ag, New York BranchLasalle Bank National AssociationWilmington TrustThe Bank Of New York Mellon Trust Company, N.A. (As Successor Trustee To J.P.MorganTrust Company)Pepco Energy Services, IncSephoraBorders Books & MusicAurora Health CareMicrosoft Licensing, GpMandalay Bay Resort & CasinoLerner New York, IncSB ArchitectsGuess? Inc.Kramer Levin Naftalis & Franel, LIp

Venetian Casino & Resort, LIeMacy'sIPC International CorporationWood Rodgers IncAlled Barton Security ServicesABM Janitorial Svcs Neast, Inc.Carter & Burgess, Inc.Sharples Holden PasquarelliValor Security ServicesGrubb & Ellis CompanyWolff Olins LIcStak Design, Inc.North Texas Contracting, IncSbarroVeneta Bottega Inc.Walking Company, TheJ. Jil PetiteMillard Mall Services, Inc.AKRF IncTorti Gallas And Partners, Inc.Weis Builders, Inc.Otis & Ahear, IncCallison Architecture, Inc.Rack Room ShoesNoi StrategiesDuany Plater-Zyberk & CompanyBloomJohnson Controls Inc.

72K&E 14235536.

Chrstopher & Bans, Inc

Southern Nevada Paving, Inc.Turner Constrction CompanyBaltimore Ravens, L PConstructionsouth, IncPerkowitz + Ruth Architects, Inc.Scottsdale Jean CompanyAbmb Engineers, Inc.Robertson Wood AdvertisingClub corp Usa IncSchlack, Ito & Lockwood Piper & ElkindEngineers Surveyors Hawaii, Inc.Panacea Services LIpAmbius Inc. (19)Ampco System ParkingDebRed Robin Gourmet BurgersMccormick & Schmick's Restaurant Grp-AchHawaii Care & Cleaning, Inc.Juicy CoutureAndrews International SecurityAnbe Aruga & Ishizu ArchitectsWatanabe Ing LIpSchnackel Engineers, Inc.Professional Service Industries, IncMclaughlin Erectors, Inc.Coffee Pod & Simple FoodsLand DesignOahu Waste Services, Inc.Standard ParkingHolmestead PropertiesLedcor Industries IncIEM, Inc (Internatl Environmental Mgmt)Corporate Realty Leasing Co.Pumpkin PatchGlobal Strategy GroupBrown, Winfield & Canzoneri, Inc.Trade SecretSpencer'sThings RememberedLVI Environmental Of Nevada, Inc.Mall Tenant Interiors, Inc.Modular Space CorporationHTI ContractorsAutomotive Rentals, Inc.Board Of Water Supply

K&E 14235536.

73

Compass Lexecon

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

74K&E 14235536.

EXHIBIT l(T)

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

Riffkin, Linda A.Davis, Tracy HopeGolden, SusanKhodorovsky, NazarMartin, MarylouMasumoto, Brian S.Nakano, Serene

Morrssey, Richard C.

Schwartzberg, Paul K.Velez-Rivera, AndyZipes, Greg M.

75K&E 14235536.

EXHIBIT 2

Representation in mattersunrelated to the debtors

24 Hour Fitness Worldwide, Inc. Current Representation in mattersunrelated to the debtors

Forstmann Little & Company Current Representation in mattersunrelated to the debtors

ed Forstmann Current Representation in mattersunrelated to the debtors

illiam A. (Bill) Ackman Pershing Square Current Representation in mattersunrelated to the debtors

Pershing Square CapitalManagement LP

EW Capital Management LP Natixis, New York Branch Current Representation in mattersunrelated to the debtors

Current Representation in mattersunrelated to the debtors

Current Representation in mattersunrelated to the debtors

Current Representation in mattersunrelated to the debtors

Natixis, Paris Headquarters

Seventure Partners

ires pace Inc. Cisco Systems, Inc.

Cisco Systems Inc.

IixPartners LLP IixPartners GmbH

merican General Finance

Corp.Lexington Insurance Co.

merican EnterpriseInvestment ServiceRiversource Investments LLC

K&E 14235536.

Current Representation in mattersunrelated to the debtors

Closed Representation in mattersunrelated to the debtors

lixPartners, LLC

IG FormerIG Capital Partners, Inc. Current

IG Global Investment Corp. Current

IG Global Real Estate FormerInvestment Corp.

IG Retirement Services, Inc. Current

merican General Finance, Inc. Former

HSA Residential MortgageServices of TexasMorEquity Inc.

Former

Current

meriprise Certificate Company Current

meriprise Financial Inc. Current

Representation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtors

Representation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtors

merican Express Co.

lcentra Warehouse Ltd.

Bank of New York Mellon TrustCo. NA, TheBNY Asset ManagementMellon Trust

Pershing LLC

ON

ON Risk Services Inc.

K&E 14235536.

RiverSource Life InsuranceCompany

merican Express Company

Current

Current

merican Express Travel CurrentRelated Services Company, Inc.

Current

ffinity Insurance Services Inc. Closed

ffnity Insurance Services Inc. Former

on Brokers Services Inc. Current

on Consulting Inc. Current

on Corporation Current

on Direct Group Inc. Former

on Group Inc. Current

on Reinsurance Agency Inc. Closed

on Risk Services Companies CurrentInc.

on Risk Services Inc. of Illinois Current

on Risk Services Inc. of CurrentNorthern California InsuranceServices

on Risk Services Inc. of NY CurrentUS 10048-7376 New York

on Risk Services Inc. of Ohio Current

on Risk Services Inc. of CurrentSouthern California InsuranceServices

2

Representation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtors

Representation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtors

Representation in mattersunrelated to the debtors

Representation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtors

Representation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtors

on Risk Services Northeast, Representation in mattersInc. unrelated to the debtors

on Risk Services, Inc. Current Representation in mattersunrelated to the debtors

on Risk Services, Inc. of New Current Representation in mattersork unrelated to the debtorson Risk Services, Inc. U.S. Current Representation in matters

unrelated to the debtorson Services Group Inc. Current Representation in matters

unrelated to the debtorson Special Risk Services Inc. Current Representation in matters

unrelated to the debtorsDoris M. Grenier Closed Representation in matters

unrelated to the debtorsHealthcare Providers Service Former Representation in mattersOrganization unrelated to the debtorsKathleen A. Arriaga Closed Representation in matters

unrelated to the debtorsKathleen Semler Closed Representation in matters

unrelated to the debtorsRichard Sham is Closed Representation in matters

unrelated to the debtorsRichard Subak Closed Representation in matters

unrelated to the debtors

Current Representation in mattersunrelated to the debtors

Closed Representation in mattersunrelated to the debtors

A Rosenberg Investment A Investment Managers Closed Representation in mattersManagement LLC (US) Private Equity Europe SA unrelated to the debtorsSanford C Bernstein & Co. LLC xa Private Equity Germany Current Representation in matters

GmbH unrelated to the debtorsSanford Bernstein Estate Current Representation in matters

unrelated to the debtors

Babies R Us Bain Capital Asia, LLC Current Representation in mattersunrelated to the debtors

Burlington Coat Factory Bain Capital Inc. Current Representation in mattersunrelated to the debtors

oys R Us Bain Capital Ventures Closed Representation in mattersunrelated to the debtors

Sankaty Advisors Closed Representation in mattersunrelated to the debtors

Sankaty Advisors LLC Closed Representation in mattersunrelated to the debtors

Sankaty Advisors Ltd. Current Representation in mattersunrelated to the debtors

3

K&E 14235536.

Bally Fitness Franchising Inc.

ankaty High Yield AssetPartners II, L.P.Sankaty High Yield AssetPartners Ill, L.P.

ankaty High Yield AssetPartners, L.P.

oys "R" Us, Inc.

Current

Current

Current

Bally Total Fitness Corporation Current

Bally Franchise RSC Inc.Bally Franchising Holdings Inc.Bally Sports Clubs Inc.Bally Total Fitness HoldingCorp.Bally Total Fitness of MissouriInc.

Bally Total Fitness of The Mid-tlantic Inc.

Bally Total Fitness of UpstateNew York Inc.

Banc of America Securities LLC BA Equity Investors

Bank of America NA

Bank of America TX

LaSalle Bank NA

Merril Lynch Bank USA

Former

Bane of America Capital CurrentInvestorsBane of America Securities LLC Closed

BancAmerica Capital Investors Current

", L.P.

Bank of America Current

Merrill Lynch Global Securities Bank of America Capital CurrentInvestors

Merrill Lynch Mortgage Lending Bank of America Corporation CurrentInc.

Merril Lynch Pierce Fenner & Bank of America NA CurrentSmith

K&E 14235536.

Bank of America NT & SA Current

Bank of America Securities LLC Closed

BankAmerica InternationalInvestment Corporation

CIVC Partners

Former

Current

Dennis P. McCrary Former

4

Representation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtors

Representation in mattersunrelated to the debtors

Representation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtors

(continued from previous page) Dimitrios Psyllidis Former Representation in mattersunrelated to the debtors

Fleet Boston Financial Former Representation in mattersCorporation unrelated to the debtorsFleet Equity Capital Current Representation in matters

unrelated to the debtorsFleet National Bank Former Representation in matters

unrelated to the debtorsacques Gliksberg Former Representation in matters

unrelated to the debtorsustin Dash Current Representation in matters

unrelated to the debtorsMarco Viola Former Representation in matters

unrelated to the debtorsMerrill Lynch Current Representation in matters

unrelated to the debtorsMerrill Lynch - Global Principal Current Representation in mattersInvestments unrelated to the debtorsMerrill Lynch Bank USA Current Representation in matters

unrelated to the debtorsMerril Lynch Corporate and Closed Representation in mattersInstitutional Client Group unrelated to the debtorsMerril Lynch Japan Securities Current Representation in mattersCo., Ltd. unrelated to the debtorsPaul Horvath Current Representation in matters

unrelated to the debtors

Bane One Capital Markets Inc. Banc One Capital Markets, Inc. Current Representation in mattersunrelated to the debtors

Bank One NA Bear Growth Capital Partners, Current Representation in mattersLLC unrelated to the debtors

Bear Stearns & Co. Bear Stearns & Co Inc. Current Representation in mattersunrelated to the debtors

Bear Stearns Commercial Bear Stearns Credit Products Current Representation in mattersMortgage Inc. Inc. unrelated to the debtorsChase Manhattan Bank Bear Stearns Investment Current Representation in matters

Products Inc. unrelated to the debtorsCustodial Trust Co. Bear Stearns Merchant Banking Current Representation in matters

unrelated to the debtorsFirst National Bank of Chicago Bear, Stearns & Co. Inc. Current Representation in mattersNA unrelated to the debtorsP Morgan Bodil Arlander Former Representation in matters

unrelated to the debtorsp Morgan Chase Bank NA Chase Bank USA, NA Former Representation in matters

unrelated to the debtorsP Morgan Clearing David E. King Former Representation in matters

unrelated to the debtors

5

K&E 14235536.

First Chicago Venture Representation in mattersCorporation unrelated to the debtors

P Morgan Securites Inc.-Fixed .P. Morgan, LLC Current Representation in mattersunrelated to the debtors

P Morgan Securities (US) Current Representation in mattersunrelated to the debtors

P Morgan Securities Inc Current Representation in mattersunrelated to the debtors

P Morgan Strategic Property P Morgan Asset Management Former Representation in mattersFund unrelated to the debtorsP Morgan Trust Co. NA P Morgan Chase & Company Current Representation in matters

unrelated to the debtorsMorgan Guaranty Trust P Morgan Chase Bank, N.A Current Representation in matters

unrelated to the debtorsP Morgan Partners, LLC Current Representation in matters

unrelated to the debtorsP Morgan Securities, Inc. Current Representation in matters

unrelated to the debtorsCurrent Representation in matters

unrelated to the debtorsKurt W. Butenhoff Current Representation in matters

unrelated to the debtorsNew York & Company Inc. Current Representation in matters

unrelated to the debtorsPhilip M. Carpenter III Former Representation in matters

unrelated to the debtorsRobert Juneja Current Representation in matters

unrelated to the debtorsheodore Young Current Representation in matters

unrelated to the debtorsimothy A. Dugan Current Representation in matters

unrelated to the debtors

Bank of the West BNP Pari bas Current Representation in mattersunrelated to the debtors

BNP Paribas Prime BrokerageInc.

BNP Paribas, New York Branch

First Hawaiian BankBarclays Global Investors UK Barclays Capital Current Representation in mattersHoldings Ltd. unrelated to the debtorsBarclays Capital Inc.

Barclays Bank pic

Bath & Body Works Limited Brands Closed Representation in mattersunrelated to the debtors

6K&E 14235536.

Bayerische Landesbank Bayerische Landesbank Current Representation in mattersunrelated to the debtors

Blockbuster, Inc. Blockbuster, Inc. Current Representation in mattersunrelated to the debtors

California Franchise Tax Board California Public Employees Current Representation in mattersRetirement System unrelated to the debtors

CALPERS California Public Employees Current Representation in mattersRetirement System unrelated to the debtorsCenterPoint Properties Trust Current Representation in matters

unrelated to the debtorsCenterPoint Venture, LLC Current Representation in matters

unrelated to the debtorsExecutive Committee of Current Representation in mattersCalifornia Water Districts unrelated to the debtors

Callison Architecture Inc. Callison Architecture, Inc. Current Representation in mattersunrelated to the debtors

Blue Point Capital Partners LP Current Representation in mattersunrelated to the debtors

Catellus Residential Group Inc. ProLog is Current Representation in mattersunrelated to the debtors

ProLogisCentury Theaters Cinemark, Inc. Former Representation in matters

unrelated to the debtorsCinemark Tinseltown 14 David F. Mosher Closed Representation in matters

unrelated to the debtorsMovies 12 Madison Dearborn Capital Closed Representation in matters

Partners III, L.P. unrelated to the debtorsMovies 14 Madison Dearborn Partners Closed Representation in matters

unrelated to the debtors

ankee Candle Madison Dearborn Partners III, Closed Representation in mattersLP unrelated to the debtorsMadison Dearborn Partners, Current Representation in mattersInc. unrelated to the debtorsMadison Dearborn Special Current Representation in mattersEquity III, LP unrelated to the debtorsMark B. Tresnowski Current Representation in matters

unrelated to the debtorsPatrick C. Eilers Current Representation in matters

unrelated to the debtors

Charles Schwab & Co. Inc. Charles Schwab & Co., Inc. Current Representation in mattersunrelated to the debtors

Charles Schwab Bank Current Representation in mattersunrelated to the debtors

he Charles Schwab Current Representation in mattersCorporation unrelated to the debtors

7K&E 14235536.

Chicago Department of City of Chicago and Richard M.Revenue Transfer Tax Daley

ssessment

CIGNA CIGNA Corporation Current

Connecticut General Life CIGNA Health Corporation CurrentInsurance Co.

Cigna Healthcare of CurrentConnecticut, Inc.Connecticut General Life CurrentInsurance Company

Circuit City Stores, Inc. Circuit City Stores, Inc. Current

Citbank NA Citibank F.S.B. Current

Citicorp North America Inc. Citicorp Mezzanine III, L.P. Current

Citigroup Global Markets Inc. Citicorp Mezzanine Partners, Current(US) L.P.

Citigroup Global Markets Citicorp North America, Inc. ClosedInc./SalomonCitigroup Global Markets Realty Citigroup ClosedCorp.Salomon Brothers Inc. Citigroup Global Markets Inc. Current

Citigroup Global Markets Ltd. Current

Citigroup Global Markets Realty CurrentCorp.Citigroup Global Special ClosedSituations GroupCitigroup International pIc Closed

Clarion Partners ING Asset Management BV Current

ING Clarion Partners LLC ING Bank NY Current

ING Real Estate Finance (USA) Ing International (II) SeniorBank Loans Euro

ING Management Limited

Current

Current

ING Office Fund Current

ING Prime Rate Trust Current

8

K&E 14235536.

Representation in mattersunrelated to the debtors

Representation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtors

Representation in mattersunrelated to the debtors

Representation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtors

Representation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtors

(continued from previous page) ING Senior Income Fund Current Representation in mattersunrelated to the debtors

Clifford Chance LLP Clifford Chance US LLP Current Representation in mattersunrelated to the debtors

CNA CNA Financial Corporation Current Representation in mattersunrelated to the debtors

Continental Casualty Co. Continental Casualty Company Current Representation in mattersunrelated to the debtors

Column Financial Credit Suisse Current Representation in mattersunrelated to the debtors

Credit Suisse First Boston Credit Suisse First Boston Corp. Current Representation in mattersunrelated to the debtors

Credit Suisse Group AG Credit Suisse Group Current Representation in mattersunrelated to the debtors

Credit Suisse Securities (USA) Credit Suisse LLC Current Representation in mattersLLC unrelated to the debtors

CSFB Credit Suisse Private Equity Current Representation in mattersPartners Asia LP unrelated to the debtors

Credit Suisse Securities (USA) Current Representation in mattersLLC unrelated to the debtorsCredit Suisse Securities (USA) Current Representation in mattersLLC unrelated to the debtorsCSAM Funding I Current Representation in matters

unrelated to the debtorsCSAM Funding II Current Representation in matters

unrelated to the debtors

Commerzbank Capital Markets Commerzbank Current Representation in mattersCorp. ktiengelsellschaft Zentrale unrelated to the debtors

Konsortial Abteilung

Eurohypo AGEurohypo AG New York Branch

Compass Lexecon FTI Consulting, Inc. Current Representation in mattersunrelated to the debtors

FTI Cambio LLC Current Representation in mattersunrelated to the debtors

Mark Herbers Current Representation in mattersunrelated to the debtors

Dennis Carlton Current Representation in mattersunrelated to the debtors

Daniel Fischel Current Representation in mattersunrelated to the debtors

Lexecon, Inc. Former Representation in mattersunrelated to the debtors

Constellation Energy Group Inc. Constellation Energy Group Current Representation in mattersunrelated to the debtors

9

K&E 14235536.

Crate & Barrel

Deloitte LLP

Deutsche Bank AG, CaymanIslandsDeutsche Bank AG, New YorkBranchDeutsche Bank Securities Inc.

Deutsche Bank Trust Co.mericas

German American CapitalCorp.KC CLO i Ltd.

KC CLO II Pic

aberna Capital

aberna COO

Dresdner Kleinwortasserstein-Grantchester Inc.

Pimco-Pacific InvestmentManagement Co.

E*Trade Clearing LLC

EOP Operating LP

K&E 14235536.

Crate & Barrel Closed

Deloitte & Touche S.pA Closed

Deloitte LLP Current

DB Holdings (New York), Inc. Current

DB Structured Products, Inc. Current

Deutsche Bank Current

Deutsche Bank AG Current

Deutsche Bank AG Cayman CurrentIslandsDeutsche Bank AG London Current

Deutsche Bank Securities Inc. Closed

Deutsche Bank Trust CurrentCompanies, America

lIianz Alternative Assets CurrentHoldings GmbH

lIianz Infrastructure Partners CurrentGmbHDresdner Kleinwort Wasserstein Former

Connie Dotson Current

E*TRADE Bank Current

E*TRADE Financial Corporation Current

Blackstone Capital Partners Closed

Blackstone Mezzanine Partners, CurrentL.P.

GSO Capital Partners Current

Sanjeev Khemlani Current

Spectrum HealthcareResources

Former

10

Representation in mattersunrelated to the debtors

Representation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtors

Representation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtors

Representation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtors

Representation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtors

Representation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtors

Express

Federal EmergencyManagement Agency

Ferris Baker Watts Inc.

RBC Capital Markets Corp.

Fidelity Advisor Series I

Fidelity Management &Research Co.

FMR LLC

Express Holding LLC Current

Golden Gate Capital Current

rmy & Air Force Exchange ClosedServicesFederal Communication ClosedCommissionNational Railroad Passenger FormerCorporation

Home123 Corporation Former

New Century Financial FormerCorporationRBC Capital Markets Closed

RBC Centura Bank Current

RBC Mortgage Company Former

RBC Mortgage Company of FormerCaliforniaRoyal Bank of Canada Current

Fidelity Advisor Series I: Fidelity Currentdvisor Balanced Fund

Fidelity Brokerage Services, CurrentLLC

Fidelity Investments Current

National Financial Services LLC FMR LLC Current

Pyramis Global Advisors LLC National Financial Services,LLC

First Clearing

First Union National Bank

achovia Bank NA

achovia Bank-Institutional

achovia Securities LLC

K&E 14235536.

Current

Norwest Equity Partners Current

achovia Capital Partners 2006 FormerLLC

achovia Securities LLC Closed

ells Fargo Bank, NA Former

11

Representation in mattersunrelated to the debtors

Representation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtors

Representation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtors

Representation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtors

Representation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtors

Representation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtors

ells Fargo BrokerageServices LLC

General Electric Capital Corp. Birchwood Power Partners, LP Current Representation in mattersunrelated to the debtors

GE Capital Financial Inc. Current Representation in mattersunrelated to the debtors

GE Healthcare Current Representation in mattersunrelated to the debtors

General Electric Capital Closed Representation in mattersCorporation unrelated to the debtorsGeneral Electric Company Current Representation in matters

unrelated to the debtorsGMAC Commercial Mortgage Canadian Capital Auto Current Representation in matters

ssociation Receivables Trust II, Series unrelated to the debtors2008-1

GMAC Commercial Mortgage Canadian Securitized Holdings Current Representation in mattersCorp. uto Receivables Partnership unrelated to the debtors

Capital Auto Receivables, Inc. Closed Representation in mattersunrelated to the debtors

General International Limited Former Representation in mattersunrelated to the debtors

General Motors Acceptance Current Representation in mattersCorporation of Canada, Limited unrelated to the debtorsGeneral Motors Asset Former Representation in mattersManagement Corporation unrelated to the debtorsGeneral Motors Corporation Current Representation in matters

unrelated to the debtorsGeneral Motors Corporation- Current Representation in mattersGroup Health Plan unrelated to the debtorsGeneral Motors de Mexico Current Representation in matters

unrelated to the debtorsGeneral Motors Investment Current Representation in mattersManagement Corporation unrelated to the debtorsGM Absolute Return Strategies Current Representation in mattersFund, LLC unrelated to the debtorsGMAC Closed Representation in matters

unrelated to the debtorsGMAC Canada Ltd. Current Representation in matters

unrelated to the debtorsGMAC Commercial Finance Closed Representation in mattersLLC unrelated to the debtorsGMAC Commercial Mortgage Current Representation in mattersCorporation unrelated to the debtorsGMAC RFSC Current Representation in matters

unrelated to the debtorsGMAC, LLC Current Representation in matters

unrelated to the debtors

12K&E 14235536.

GMAM Absolute Returntrategies Fund, LLC

GMAM Absolute Return FormerStrategies Fund, LLCKam Chang Current

Nuvell Credit Corporation Closed

OnStar Corporation Current

Residential Funding Corp. Former

holesale Auto Receivables ClosedCorporation

arious senior level executives ariousof GMAC

Goldman (2008 Bridge) rchon Group, L.P. Closed

Goldman Sachs Cogentrix Energy Inc. Current

Goldman Sachs Group Inc. Cogentrix of Rocky Mount, Inc. Former

Goldman Sachs International Goldman Sachs & Company Current

Goldman Sachs LendingPartners LLC

Goldman Sachs Group, Inc. Current

Goldman Sachs International Current

Ltd.

Goldman Sachs Trust Company CurrentNA

GS Capital Partners Current

GS Capital Partners 2000 LP Current

GS Capital Partners V LP Current

Muneer A. Satter Current

Golf Galaxy

Current

illiam Blair Capital Partners Current

illam Blair & Company, L.L.C. Current

illiam Blair CapitalManagement VII, L.P.

iIiam Blair CapitalManagementVlI, LLC

Current

13

K&E 14235536.

Representation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtors

Representation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtors

Representation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtors

Current Representation in mattersunrelated to the debtors

Current Representation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtors

Gordmans

iIiam Blair Capital Partners ClosedI, LP

iIiam Blair Capital Partners CurrentII QP, L.P.

illam Blair Capital Partners CurrentII, L.P

iIiam Blair Mezzanine Capital CurrentPartners, L.L.C.

F. Dixon McElwee, Jr., as Vice CurrentPresident of Sun CapitalPartnersGary M. Talarico, as Managing CurrentDirector of Sun Capital Partners

Mervyn's LLC

Shopko Gordmans, Inc. Current

Sun Capital Advisers LLC KLA/Mervyn's, LLC Current

Mervyn's LLC Current

Mervyn's Holdings, LLC Current

Michael T. Gillen, as Managing CurrentDirector of Sun Capital Partners

Robert Sunderman

Ronald Statie

SCSF Mervyn's (Offshore) Inc. Current

SCSF Mervyn's (US) LLC Current

Sun Bachrach LLC Current

Sun Capital Advisors II, LP Current

Sun Capital Advisors ill, LP, Current

un Capital Advisors LV, LP Current

Sun Capital Advisors, Inc. Current

Sun Capital Partners Current

14

K&E 14235536.

Representation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtors

Representation in mattersunrelated to the debtors

Representation in mattersunrelated to the debtors

Representation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtors

Representation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtors

Representation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtors

Current Representation in mattersunrelated to the debtors

Former Representation in mattersunrelated to the debtors

(continued from previous page) Sun Capital Partners II LP Current

Sun Capital Partners ILL LP Current

Sun Capital Partners QP ILL LP Current

Sun Capital Securities Advisors CurrentLP

Sun Capital Securities Fund LP Current

Sun Capital Securities Offshore CurrentFund Ltd.iIiam Smelas Current

Greenwich Capital Charter One Bank Current

Citizens Financial Group Inc. Current

Greenwich Capital Financial Current

Products, Inc.Greenwich Capital Markets, Inc. Current

RBS Citizens NA Closed

RBS Lynk Incorporated Closed

RBS Special Opportunites Fund CurrentLP

RBS Special Opportunites Fund CurrentB LP

RBS Special Opportunites Fund CurrentCLPRBS Special Opportunites Fund CurrentD LPRBS Special Opportunites Fund CurrentEmployee LPRoyal Bank of Scotland Current

Guess Inc. Guess? Inc.

Guess? Europe, B.V.

Guggenheim Structured RealEstate

Home Depot Inc., The

Guggenheim Merchant Banking Closed

he Home Depot Current

15

K&E 14235536.

Representation in mattersunrelated to the debtors

Representation in mattersunrelated to the debtors

(continued from previous page) Home Depot USA Inc. Current Representation in mattersunrelated to the debtors

Expo Design Center Current Representation in mattersunrelated to the debtors

he Home Depot At-Home Closed Representation in mattersServices Inc. unrelated to the debtors

Homeland Inland Insurance Co. Esurance Holdings Inc. Current Representation in mattersof New York unrelated to the debtorsOne Beacon Esurance Insurance Company Current Representation in matters

unrelated to the debtorsEsurance Insurance Company Current Representation in mattersof New Jersey unrelated to the debtorsEsurance Insurance Services, Current Representation in mattersInc. unrelated to the debtorsEsurance Property & Casualty Current Representation in mattersInsurance Company unrelated to the debtorsEsurance, Inc. Current Representation in matters

unrelated to the debtorsPSC Holdings Ltd. Current Representation in matters

unrelated to the debtorshite Mountains Capital, Inc. Current Representation in matters

unrelated to the debtorshite Mountains Investments Current Representation in matters

(Bermuda) Ltd. unrelated to the debtors

Hometown Buffet merican Residential Services, Closed Representation in mattersLLC unrelated to the debtors

International Business IBM Corporation Current Representation in mattersMachines Corp. unrelated to the debtors

Ivanhoe Cambridge Inc. Caisse de dépôt et placement Former Representation in mattersdu Québec unrelated to the debtorsCapital D'Amerique CDPQ Inc. Former Representation in matters

unrelated to the debtors

. Jill . Jill Group Inc. Closed Representation in mattersunrelated to the debtors

albotsMB Realty Corp. MB Realty Corporation Current Representation in matters

unrelated to the debtorsLas Colinas Land Limited Closed Representation in mattersPartnership unrelated to the debtorsMB Realty Corp. Current Representation in matters

unrelated to the debtorsCurrent Representation in matters

unrelated to the debtors

ohnson Controls ohnson Controls Current Representation in mattersunrelated to the debtors

16

K&E 14235536.

LaSalle InvestmentManagement / Jones LangLaSalle Group

Steven F. Stratton

uicy Couture Enyce, LLC

Kmart Edward S. Lampert

Sears Roebuck & Co. ESL Partners LP

Kmart Corporation

Sears Holdings Corporation

Sears Roebuck & Company

KPMG LLP KPMG Bohlins AB

KPMG LLP

KPMG LLP (Canada)

KPMG LLP (UK)

Representation in mattersunrelated to the debtors

Current Representation in mattersunrelated to the debtors

Current Representation in mattersunrelated to the debtors

Current Representation in mattersunrelated to the debtors

Closed Representation in mattersunrelated to the debtors

Current

Current

Former

Closed

Former

Current

Current

Current

Current

Kramer Levin Naftalis & Frankel Kramer Levin Naftalis & Frankel ClosedLLP LLPLehman Brothers Bank FSB LBREM I Current

Lehman Brothers Bank FSB LBREM II

Lehman Capital LBREP I

Lehman Commercial Paper Inc. LBREP II

LBREP III

Current

Current

Current

Current

LBREP Lakeside SC Master I, CurrentLLC

Lehman Brothers Current

17

K&E 14235536.

Representation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtors

Representation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtors

Representation in mattersunrelated to the debtors

Representation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtors

(continued from previous page) Lehman Brothers Asset CurrentManagement, Inc.Lehman Brothers Holdings Inc. Current

Lehman Brothers Merchant CurrentBanking Partners ILL LP

Lehman Brothers Merchant CurrentBanking Partners Inc.Lehman Brothers Merchant CurrentBanking Partners IV Europe LPLehman Brothers Merchant CurrentBanking Partners IV LPLehman Brothers Private Equity Current

dvisers LLCLehman Brothers Real Estate Current

Partners II, LPLehman Brothers Real Estate Current

Private EquityLehman Brothers, Inc. Former

Lehman Capital Former

Lehman Commercial Paper, Inc. Current

M& T Bank

Lehman Syndicated Loan CurrentFunding TrustMichael J. Moore Current

Manufacturers and Traders Currentrust Company

Mainstay Floating Rate Fund Current

Massachusetts Mutual Life ClosedInsurance Company

McCormick & Schmick Closedcquisition Corp.

Chipotle Mexican Grill Inc. Current

McDonald's Corporation Current

Mainstay Floating Rate Fund

Massachusetts Mutual LifeInsurance Corp.

McCormick & Schmick'sRestaurant Group

McDonald's Corp.

Metlife Inc. MetLife Insurance Company of CurrentConnecticut

Metropolitan Life Insurance Co.

Midland Loan Services Inc. Pnc Equity Management Corp. Closed

PNC Bank NA

18

K&E 14235536.

Representation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtors

Representation in mattersunrelated to the debtors

Representation in mattersunrelated to the debtors

Representation in mattersunrelated to the debtors

Representation in mattersunrelated to the debtors

Representation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtors

Representation in mattersunrelated to the debtors

Representation in mattersunrelated to the debtors

PNC Capital Markets Inc.

Morgan Stanley

Morgan Stanley & Co. Inc.

Morgan Stanley Bank

Representation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtors

Representation in mattersunrelated to the debtors

Current Representation in mattersunrelated to the debtors

Crescent Resources, LLC Current

Marianas Holding, LLC Current

Morgan Stanley Current

Morgan Stanley Mortgage Morgan Stanley & Co. Inc. CurrentCapital Inc.

Morgan Stanley Senior Funding Morgan Stanley Asset Funding, CurrentInc. Inc.Morgan Stanley Capital Group FormerInc.

Morgan Stanley Capital CurrentPartnersMorgan Stanley Dean Witter Current

National City Bank NA

New York Life Insurance &nnuity

K&E 14235536.

Morgan Stanley OW, Inc. Closed

Morgan Stanley Emerging CurrentMarkets Inc.Morgan Stanley Funding Inc. Current

Morgan Stanley High Yield ClosedFundMorgan Stanley Investment CurrentManagement LimitedMorgan Stanley Japan Limited Current

Morgan Stanley Prime Income Currentrust

MSCI Inc. CurrentSteven Hefter Former

an Kampen Senior Income Currentrustan Kampen Senior Loan Fund Current

arious senior level executives ariousof Morgan Stanley

arious employees of Morgan arioustanley

National City Bank Current

New York Life Insurance andnnuity Corporation

19

New York Life InvestmentManagement LLC

Northern Trust Co., The he Northern Trust Company Current Representation in mattersunrelated to the debtors

Closed Representation in mattersunrelated to the debtors

Closed Representation in mattersunrelated to the debtors

Current Representation in mattersunrelated to the debtors

Northern Trust GlobalInvestments

Northwestern Mutual LifeInsurance Co., The

Options Express Inc.

he Northwestern Mutual Life Current

Insurance Co.

ames Gray CurrentoptionsXpress Inc. Current

Orix Real Estate Capital

Markets LLC

Pennsylvania, Commonwealthof

Pittway Corp.

ORIX Real Estate Capital, Inc. Current

Senate of Pennsylvania Closed

Honeywell Aerospace Current

Honeywell DMC Services, LLC Former

Honeywell IntellectualProperties, Inc.Honeywell International Inc.

Closed

Current

Honeywell Retirement Earnings CurrentPlanHoneywell Savings and CurrentOwnership PlanHoneywell Secured Benefit Plan Current

Plan Administrator of Honeywell CurrentRetirement Earnings Plan

Plan Administrator of Honeywell CurrentSavings and Ownership Plan

Plan Administrator of Honeywell CurrentSecured Benefit Plan

UOP Inc.

PricewaterhouseCoopers LLP ames Schacht

Pricewaterhousecoopers

20K&E 14235536.

Representation in mattersunrelated to the debtors

Representation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtors

Representation in mattersunrelated to the debtors

Representation in mattersunrelated to the debtors

Representation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtorsRepresentation in mattersunrelated to the debtors

Representation in mattersunrelated to the debtors

Representation in mattersunrelated to the debtors

(continued from previous page) PricewaterhouseCoopers LLP Current Representation in mattersunrelated to the debtors

PricewaterhouseCoopers- Closed Representation in mattersBermuda unrelated to the debtors

Principal Global Investors Principal Global Investors, LLC Current Representation in mattersunrelated to the debtors

Principal Life Insurance Co. Principal Enhanced Property Current Representation in mattersFund, L.P. unrelated to the debtors

Principal Global Investors, LLC Current Representation in mattersunrelated to the debtors

Principal Life Insurance Co. Current Representation in mattersunrelated to the debtors

Principal Real Estate Investors Current Representation in mattersLLC unrelated to the debtors

Pritzker Family Pritzker Financial Management Current Representation in mattersCo., LLC unrelated to the debtors

he Pritzker Group Current Representation in mattersunrelated to the debtors

Professional Service Industries Professional Service Industries Current Representation in mattersInc. Inc. unrelated to the debtors

Olympus Partners Current Representation in mattersunrelated to the debtors

Prudential Asset Resources merican Skandia, Inc. Former Representation in mattersInc. unrelated to the debtors

Prudential Insurance Co. of he Prudential Insurance Current Representation in mattersmerica Company of America unrelated to the debtors

Prudential Mortgage CapitalCo. LLC

Quality Mechanical Contractors hitney & Co. Current Representation in mattersLLC unrelated to the debtors

Raymond James Bank FSB RJ Capital Services, Inc. Current Representation in mattersunrelated to the debtors

Raymond James & AssociatesInc.

Rite Aid Corp. Rite Aid Corporation Current Representation in mattersunrelated to the debtors

Robert W Baird & Co. Inc. Baird Capital Partners Europe Current Representation in mattersLimited unrelated to the debtors

Robert W. Baird, Inc. Current Representation in mattersunrelated to the debtors

Sally Beauty Holdings Inc. Sally Beauty Holdings, Inc. Closed Representation in mattersunrelated to the debtors

21

K&E 14235536.

San Francisco, City & County of Shire en McSpadden, San Closed Representation in mattersFrancisco Public Guardian, as unrelated to the debtorsConservator of the Person andEstate of Ivanka Juretic

Sbarro Holdings LLC Sbarro Inc. Current Representation in mattersunrelated to the debtors

Penton Media Inc. MidOcean Partners, LP Current Representation in mattersunrelated to the debtors

Schindler Elevator Corp. Schindler Elevator Corporation Current Representation in mattersunrelated to the debtors

Sephora L VMH Fashion Group Americas Closed Representation in mattersunrelated to the debtors

Scotia Capital (USA) Inc. Bank of Nova Scotia Closed Representation in mattersunrelated to the debtors

Starbucks Corp. Starbucks Inc. Current Representation in mattersunrelated to the debtors

D Ameritrade Clearing Inc. D Ameritrade Holding Current Representation in mattersCorporation unrelated to the debtors

D Asset Management USA D Capital Closed Representation in mattersInc. unrelated to the debtors

D Bank, The oronto Dominion Capital Current Representation in mattersunrelated to the debtors

eachers Insurance and Las Colin as Land Limited Closed Representation in mattersnnuity Association-College Partnership unrelated to the debtors

Retirement Equities Fund

eacher's Retirement System Ilinois Attorney General Lisa Current Representation in mattersof the State of Ilinois Madigan unrelated to the debtors

hings Remembered Gordon Brothers Current Representation in mattersunrelated to the debtors

hrivent Financial For hrivent Financial For Current Representation in mattersLutherans Lutherans unrelated to the debtors

okio Marine & Nichido Fire okio Marine & Nichido Fire Closed Representation in mattersInsurance Co. Insurance Co., Ltd. unrelated to the debtors

M Claims Service, Inc. Closed Representation in mattersunrelated to the debtors

UBS AG, Stamford Branch oseph F. Scoby Current Representation in mattersunrelated to the debtors

UBS Financial Services Inc. Paul Scileppi Current Representation in mattersunrelated to the debtors

UBS Investment Bank UBS Financial Services Closed Representation in mattersIncorporated of Puerto Rico unrelated to the debtors

UBS Securities LLC UBS Financial Services, Inc. Current Representation in mattersunrelated to the debtors

UBS Securities Ltd. (UK) UBS Global Asset Management Current Representation in mattersInc. unrelated to the debtors

22K&E 14235536.

UBS Warburg UBS Investment Bank Current Representation in mattersunrelated to the debtors

UBS Securities LLC Current Representation in mattersunrelated to the debtors

UBS Warburg Current Representation in mattersunrelated to the debtors

US Bancorp Piper Jaffray Inc. Piper Jaffray & Co. Closed Representation in mattersunrelated to the debtors

US Bank NA U.S. Bank National Association Current Representation in mattersunrelated to the debtors

US Bank, ChicagoUnion Bank of California he Bank of Tokyo-Mitsubishi Closed Representation in matters

UFJ, Ltd. unrelated to the debtorsUFJ Bank Limited Closed Representation in matters

unrelated to the debtors

University of Chicago Hospitals Samir Patel, M.D. Closed Representation in mattersunrelated to the debtors

ai-Mart Real Estate Business ai-Mart Stores East LP Current Representation in mattersrust unrelated to the debtors

ai-Mart Stores East, Inc. Current Representation in mattersunrelated to the debtors

ai-Mart Stores, Inc. Current Representation in mattersunrelated to the debtors

al-Mart.com USA, LLC Current Representation in mattersunrelated to the debtors

est LB AG, New York Branch estLB AG, New York Branch Closed Representation in mattersunrelated to the debtors

hitehall Co. Jewelers hiehall Co. Jewellers Inc. Closed Representation in mattersunrelated to the debtors

ilmington Trust Co. Grant Tani Barash & Altman Closed Representation in mattersunrelated to the debtors

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K&E 14235536.